Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 27, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Entercom Communications Corp. | |
Entity Central Index Key | 1,067,837 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Well Known Seasoned Issuer | No | |
Trading Symbol | ETM | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock Shares Outstanding | 33,532,404 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock Shares Outstanding | 7,197,532 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Assets Abstract | ||
Cash | $ 5,386 | $ 46,843 |
Accounts receivable, net of allowance for doubtful accounts | 92,343 | 92,172 |
Prepaid expenses, deposits and other | 9,504 | 7,670 |
Total current assets | 107,233 | 146,685 |
Net property and equipment | 67,432 | 63,375 |
Radio broadcasting licenses | 756,613 | 823,195 |
Goodwill | 32,054 | 32,718 |
Assets held for sale | 57,999 | 0 |
Deferred charges and other assets, net of accumulated amortization | 20,145 | 10,260 |
TOTAL ASSETS | 1,041,476 | 1,076,233 |
Liabilities Abstract | ||
Accounts payable | 491 | 481 |
Accrued expenses | 23,161 | 18,857 |
Accrued compensation and other current liabilities | 21,223 | 19,603 |
Financing method lease obligations, current portion | 0 | 0 |
Non-controlling interest - variable interest entity | 0 | 23,959 |
Long-term debt, current portion | 3,618 | 4,817 |
Total current liabilities | 48,493 | 67,717 |
Long-term debt, net of current portion | 470,923 | 467,651 |
Deferred tax liabilities | 82,652 | 92,898 |
Other long-term liabilities | 28,506 | 26,861 |
Total long-term liabilities | 582,081 | 587,410 |
Total liabilities | 630,574 | 655,127 |
CONTINGENCIES AND COMMITMENTS | ||
Perpetual Cumulative Convertible Preferred Stock | 27,845 | 27,732 |
SHAREHOLDERS' EQUITY: | ||
Preferred stock | 0 | 0 |
Common stock | 407 | 407 |
Additional paid-in capital | 589,524 | 605,603 |
Accumulated deficit | (206,874) | (212,636) |
Accumulated other comprehensive income (loss) | 0 | 0 |
Total shareholders' equity | 383,057 | 393,374 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 1,041,476 | 1,076,233 |
Common Class A [Member] | ||
SHAREHOLDERS' EQUITY: | ||
Common stock | 335 | 335 |
Common Class B [Member] | ||
SHAREHOLDERS' EQUITY: | ||
Common stock | 72 | 72 |
Common Class C Member | ||
SHAREHOLDERS' EQUITY: | ||
Common stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||
Common Stock, Value | $ 407 | $ 407 |
Common Stock, Par Value Per Share | $ 0.01 | |
Common Class A [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Value | $ 335 | 335 |
Common Class B [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Value | 72 | 72 |
Common Class C Member | ||
Class of Stock [Line Items] | ||
Common Stock, Value | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement Abstract | ||||
NET REVENUES | $ 122,299 | $ 121,641 | $ 346,270 | $ 340,221 |
OPERATING EXPENSE: | ||||
Station operating expenses, including non-cash compensation expense | 87,853 | 84,089 | 256,022 | 240,442 |
Depreciation and amortization expense | 2,904 | 2,488 | 8,068 | 7,452 |
Corporate general and administrative expenses, including non-cash compensation expense | 9,335 | 8,797 | 28,776 | 24,888 |
Impairment loss | 0 | 0 | 441 | 62 |
Merger and acquisition costs and restructuring charges | 8,825 | 670 | 24,925 | 670 |
Net time brokerage agreement (income) fees | 0 | 0 | 34 | 0 |
Net (gain) loss on sale or disposal of assets | (103) | (91) | 13,155 | (1,310) |
Total operating expense | 108,814 | 95,953 | 331,421 | 272,204 |
OPERATING INCOME (LOSS) | 13,485 | 25,688 | 14,849 | 68,017 |
OTHER (INCOME) EXPENSE: | ||||
Net interest expense | 6,476 | 9,014 | 18,586 | 27,553 |
Net (gain) loss on extinguishment of debt | 0 | 0 | ||
TOTAL OTHER (INCOME) EXPENSE | 0 | (2,299) | 0 | (2,299) |
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT) | 7,009 | 18,973 | (3,737) | 42,763 |
INCOME TAXES (BENEFIT) | 2,909 | 7,553 | (4,921) | 16,097 |
NET INCOME (LOSS) | 4,100 | 11,420 | 1,184 | 26,666 |
Preferred stock dividend | (663) | (526) | (1,763) | (1,351) |
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS | $ 3,437 | $ 10,894 | $ (579) | $ 25,315 |
NET INCOME (LOSS) PER SHARE - BASIC | ||||
NET INCOME (LOSS) PER SHARE - BASIC | $ 0.09 | $ 0.28 | $ (0.01) | $ 0.66 |
NET INCOME (LOSS) PER SHARE - DILUTED | ||||
NET INCOME (LOSS) PER SHARE - DILUTED | 0.09 | 0.28 | (0.01) | 0.64 |
DIVIDENDS DECLARED AND PAID PER COMMON SHARE | $ 0.275 | $ 0.075 | $ 0.425 | $ 0.15 |
WEIGHTED AVERAGE SHARES: | ||||
Basic | 38,954,788 | 38,484,578 | 38,947,533 | 38,457,061 |
Diluted | 39,727,976 | 41,433,200 | 38,947,533 | 39,373,988 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Class A [Member] | Common Class B [Member] | Additional Paid In Capital [Member] | Retained Earnings [Member] |
Opening Balance SHARES at Dec. 31, 2015 | 32,480,551 | 7,197,532 | |||
Compensation expense related to granting of restricted stock awards SHARES | 1,095,759 | 0 | |||
Issuance of common stock related to an incentive plan SHARES | 31,933 | 0 | |||
Exercise of stock options SHARES | 134,238 | 0 | |||
Purchase of vested employee restricted stock units SHARES | (232,297) | 0 | |||
Ending Balance SHARES at Dec. 31, 2016 | 33,510,184 | 7,197,532 | |||
Opening Balance VALUE at Dec. 31, 2015 | $ 361,450 | $ 325 | $ 72 | $ 611,754 | $ (250,701) |
Net income (loss) | 38,065 | 0 | 0 | 0 | 38,065 |
Compensation expense related to granting of restricted stock awards VALUE | 6,539 | 11 | 0 | 6,528 | 0 |
Issuance of common stock related to an incentive plan VALUE | 379 | 0 | 0 | 379 | 0 |
Purchase of vested employee restricted stock units | (2,268) | (2) | 0 | (2,266) | 0 |
Payments of dividends VALUE | (8,666) | 0 | 0 | (8,666) | 0 |
Realization of tax benefit for dividend equivalent payments VALUE | 0 | ||||
Exercise of stock options VALUE | 265 | 1 | 0 | 264 | 0 |
Preferred stock dividend | (1,788) | 0 | 0 | (1,788) | 0 |
Dividend equivalents, net of forfeitures | (602) | 0 | 0 | (602) | 0 |
Ending Balance VALUE at Dec. 31, 2016 | $ 393,374 | $ 335 | $ 72 | 605,603 | (212,636) |
Compensation expense related to granting of stock options SHARES | 0 | ||||
Compensation expense related to granting of restricted stock awards SHARES | 183,980 | 0 | |||
Issuance of common stock related to an incentive plan SHARES | 14,833 | 0 | |||
Exercise of stock options SHARES | 6,500 | 6,500 | 0 | ||
Purchase of vested employee restricted stock units SHARES | (167,620) | 0 | |||
Ending Balance SHARES at Sep. 30, 2017 | 33,547,877 | 7,197,532 | |||
Net income (loss) | $ 1,184 | $ 0 | $ 0 | 0 | 1,184 |
Compensation expense related to granting of restricted stock awards VALUE | 4,629 | 2 | 0 | 4,627 | 0 |
Issuance of common stock related to an incentive plan VALUE | 182 | 0 | 0 | 182 | 0 |
Purchase of vested employee restricted stock units | (2,546) | (2) | 0 | (2,544) | 0 |
Payments of dividends VALUE | (16,659) | 0 | 0 | (16,659) | 0 |
Forfeitures of dividend equivalents VALUE | (591) | 0 | 0 | (591) | 0 |
Exercise of stock options VALUE | 22 | 0 | 0 | 22 | 0 |
Preferred stock dividend | (1,650) | 0 | 0 | (1,650) | 0 |
Ending Balance VALUE at Sep. 30, 2017 | $ 383,057 | $ 335 | $ 72 | $ 589,524 | $ (206,874) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ 1,184 | $ 26,666 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 8,068 | 7,452 |
Amortization of deferred financing costs | 1,752 | 2,209 |
Net deferred taxes (benefit) and other | (4,921) | 16,097 |
Tax benefit on exercise of options | 0 | 0 |
Provision for bad debts | 1,742 | 1,129 |
Net (gain) loss on sale or disposal of assets | 13,155 | (1,310) |
Non-cash stock-based compensation expense | 4,629 | 4,660 |
Net (gain) loss on investments | 0 | 0 |
Net (gain) loss on derivatives | 0 | 0 |
Deferred rent | (109) | 208 |
Unearned revenue - long-term | 0 | 0 |
Net (gain) loss on extinguishment of debt | 0 | 0 |
Deferred compensation | 2,242 | 1,471 |
Tax benefit for vesting of restricted stock unit awards | 0 | 0 |
Impairment loss | 441 | 62 |
Net accretion expense for asset retirement obligations | (341) | 23 |
Changes in assets and liabilities: | ||
Accounts receivable | (4,057) | (5,390) |
Prepaid expenses and deposits | (2,079) | (2,044) |
Accounts payable and accrued liabilities | 6,983 | (192) |
Accrued interest expense | (1,759) | 4,749 |
Accrued liabilities - long-term | (1,438) | (1,639) |
Prepaid expenses - long-term | (83) | (3,166) |
Net cash provided by (used in) operating activities | 25,409 | 50,985 |
INVESTING ACTIVITIES: | ||
Additions to property and equipment | (12,056) | (4,316) |
Proceeds from sale of property, equipment, intangibles and other assets | 18 | 7,118 |
Purchases of radio station assets | (24,000) | (92) |
Payments To Acquire non-amortizable intangible assets | 0 | (35) |
Purchases of investments | (9,700) | 0 |
Consolidation of a VIE | (302) | 0 |
Payments to Acquire amortizable intangible assets | (663) | (188) |
Net cash provided by (used in) investing activities | (46,703) | 2,487 |
FINANCING ACTIVITIES: | ||
Proceeds from issuance of long-term debt | 57,500 | 21,500 |
Proceeds from the financing method of lease obligations | 0 | 102 |
Payments of long-term debt | (57,012) | (65,262) |
Proceeds from issuance of employee stock plan | 182 | 194 |
Proceeds from the exercise of stock options | 22 | 39 |
Purchase of vested employee restricted stock units | (2,546) | (2,205) |
Payment of dividend equivalents on vested restricted stock units | (109) | (91) |
Payment of dividends on common stock | (16,550) | (5,772) |
Payments of dividends on preferred stock | (1,650) | (1,238) |
Net cash provided by (used in) financing activities | (20,163) | (52,733) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (41,457) | 739 |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 46,843 | 9,169 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 5,386 | 9,908 |
Cash paid during the period for: | ||
Interest | 19,474 | 21,046 |
Income taxes | 352 | 339 |
Dividends on common stock | 16,550 | 5,772 |
Dividends on preferred stock | $ 1,650 | $ 1,238 |
BASIS OF PRESENTATION AND ORGAN
BASIS OF PRESENTATION AND ORGANIZATION (Block) | 9 Months Ended |
Sep. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements Abstract | |
Business Description And Basis Of Presentation Text Block | 1 . BASIS OF PRESENTATION AND SIGNIFICANT POLICIES The condensed consolidated interim unaudited financial statements included herein have been prepared by Entercom Communications Corp. and its subsidiaries (collectively, the “Company”) in accordance with: ( i ) generally accepted accounting principles (“U.S. GAAP”) for interim financial information; and (ii) the instructions of the Securities and Exchange Commission (the “SEC”) for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not i nclude all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, the financial statements reflect all adjustments considered necessary for a fair statement of the results of operations and fi nancial position for the interim periods presented. All such adjustments are of a normal and recurring nature. The Company’s results are subject to seasonal fluctuations and, therefore, the results shown on an interim basis are not necessarily indicative of results for a full year. This Form 10-Q should be read in conjunction with the financial statements and related notes included in the Company’s audited financial statements as of and for the year ended December 31, 2016 , and filed with the SEC on February 28, 2017 , as part of the Company’s Annual Report on Form 10-K. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. On February 2, 2017 , the Company and its newly formed wholly owned subsidiary (“Merger Sub”) entered into an Agreement and Plan of Merger (the “CBS Radio Merger Agreement”) with CBS Corporation (“CBS”) and its wholly owned subsidiary CBS Radio Inc. (“CBS Radio”). Pursuant t o the CBS Radio Merger Agreement, Merger Sub will merge with and into CBS Radio with CBS Radio surviving as the Company’s wholly owned subsidiary (the “Merger”). The Merger is expected to be tax free to CBS and its shareholders, and will be effected throu gh a stock for stock Reverse Morris Trust transaction. The Merger will make the Company a leading local media and entertainment company with a nationwide footprint of stations including positions in all of the top 10 markets and 22 of the top 25 markets. The transactions contemplated by the CBS Radio Merger Agreement are subject to approval by the Company’s shareholders and customary regulatory approvals. Such approvals will require the divestiture of stations in certain markets due to regulatory requirements . T here have been no material changes from Note 2, Significant Accounting Policies, as described in the notes to the Company’s financial statements contained in its Form 10-K for the year ended December 31, 2016 , that was filed with the SEC on February 28, 2017 . Revision of Prior Period Financial Statements for Digital Revenue Contracts In connection with the preparation of the Company’s consolidated financial statements, the Company identified immaterial errors in prior periods relating to the netting of certain digital expenses against certain digital revenues. Since the Company acts as a principal in certain digital revenue contracts, the expenses should not have been netted against gross revenues. The impact of these errors was not material to any prio r period. Consequently, the Company corrected the errors in the second quarter of 2017 by increasing net revenues and station operating expenses on the consolidated statements of operations by the amounts below. As the two line items are adjusted by offs etting amounts, the corrections had no impact on income before taxes, income taxes (benefit), net income, earnings per share or diluted earnings per share, shareholders’ equity, cash flows from operations, or working capital. The corrections had no impact on the consolidated balance sheets or statements of cash flows. The following tables include the revisions to the consolidated statements of operations for the interim and annual periods during 2017 , 2016, and 2015 : Three Months Ended Description March 31, 2017 (amounts in thousands) Net Revenues: Prior to revision $ 97,452 Revision 1,549 As revised $ 99,001 Station operating expenses, including non-cash compensation expense: Prior to revision $ 75,617 Revision 1,549 As revised $ 77,166 Three Months Ended Year Ended March 31, June 30, September 30, December 31, December 31, Description 2016 (amounts in thousands) Net Revenues: Prior to revision $ 96,103 $ 120,478 $ 120,457 $ 123,207 $ 460,245 Revision 906 1,093 1,184 1,343 4,526 As revised $ 97,009 $ 121,571 $ 121,641 $ 124,550 $ 464,771 Station operating expenses, including non-cash compensation expense: Prior to revision $ 71,715 $ 82,639 $ 82,905 $ 81,485 $ 318,744 Revision 906 1,093 1,184 1,343 4,526 As revised $ 72,621 $ 83,732 $ 84,089 $ 82,828 $ 323,270 Three Months Ended Year Ended March 31, June 30, September 30, December 31, December 31, Description 2015 (amounts in thousands) Net Revenues: Prior to revision $ 78,420 $ 100,592 $ 114,662 $ 117,704 $ 411,378 Revision 589 730 874 910 3,103 As revised $ 79,009 $ 101,322 $ 115,536 $ 118,614 $ 414,481 Station operating expenses, including non-cash compensation expense: Prior to revision $ 59,367 $ 70,000 $ 81,241 $ 77,103 $ 287,711 Revision 589 730 874 910 3,103 As revised $ 59,956 $ 70,730 $ 82,115 $ 78,013 $ 290,814 Recent Accounting Pronouncements All new accounting pronouncements that are in effect that may impact the Company’s financial statements have been implemented. The Company does not believe that there are any other new accounting pronouncements that have been issued, other than as noted below or those included in the notes to the Company’s financial statements contained in its Form 10-K for the year ended December 31, 2016 , that was filed with the SEC on February 28, 2017 , that might have a material imp act on the Company’s financial position, results of operations or cash flows. Definition of a Business In January 2017, the accounting guidance was amended to modify the definition of a business to assist entities with evaluating whether transactions sh ould be accounted for as acquisitions or disposals of assets or businesses. The guidance is effective for the Company as of January 1, 2018, under a prospective application method. As described in Note 10 , Assets Held for Sale, and Note 13 , Subsequent Events, the Company entered into several binding and non-binding transactions with third parties in order to dispose of or exchange multiple radio stations in several markets. These divestitures and exchanges were entered into in order to comp ly with certain regulatory requirements, in order to facilitate the Merger. Based upon the Company’s preliminary assessment, which is subject to change, the impact of this guidance should not be material to the Company’s financial position, results of ope rations or cash flows. The guidance could have an impact in a future period if the Company acquires or disposes of assets that meet the definition of a business under the amended guidance. Goodwill Impairment In January 2017, the accounting guidance wa s amended to modify the accounting for goodwill impairment by removing the second step of the goodwill impairment test. The guidance is effective for the Company as of January 1, 2020, on a prospective basis, although early adoption is permitted for inter im or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company elected to early adopt this amended accounting guidance for its annual impairment test during the second quarter of 2017. The results of the Company’s an nual goodwill impairment test indicated that the carrying value of the Company’s goodwill in one particular market exceeded its appraised enterprise value. As a result, the Company wrote off approximately $ 0.4 million of goodwill during the s econd quarter of 2017. Refer to Note 2 , Intangible Assets and Goodwill, for additional information. Cash Flow Classification In August 2016, the accounting guidance for classifying elements of cash flow was modified. The guidance is effective f or the Company as of January 1, 2018, under a retrospective application method. Management does not believe the impact of this guidance will be material to the Company’s financial position, results of operations or cash flows. Stock-Based Compensation In May 2017 , the accounting guidance was amended to clarify modification accounting for stock-based compensation. The guidance is effective for the Company as of January 1, 2018, on a prospective basis, although early adoption is permitted for interim per iods. Under the amended guidance, the Company will only apply modification accounting for stock-based compensation if there are: (1) changes in the fair value or intrinsic value of share-based compensation; (2) changes in the vesting conditions of awards; and (3) changes in the classification of awards as equity instruments or liability instruments. The Company is currently in the process of reviewing the new guidance, but based upon its preliminary assessment, which is subject to change, the impact of th is guidance should not be material to the Company’s financial position, results of operations or cash flows. In March 2016, the accounting guidance for stock-based compensation was modified primarily to: (1) record excess tax benefits or deficiencies on stock-based compensation in the statement of operations, regardless of whether the tax benefits reduce taxes payable in the period; (2) allow an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation up to the maxim um statutory tax rates in the applicable jurisdictions; and (3) allow entities to make an accounting policy election to either estimate the number of award forfeitures or to account for forfeitures when they occur . The guidance was effective for the Compan y on January 1, 2017. As of January 1, 2017, the Company recorded a cumulative-effect adjustment to its accumulated deficit of $ 4.6 million on a modified retrospective transition basis. This adjustment was comprised of previously unr ecognized excess tax benefits of $ 4.9 million as adjusted for the Company’s effective income tax rate, offset by a change to recogniz e stock-based compensation forfeitures when they occur of $ 0.3 million, net of tax. Leasing Transactions In February 2016, the accounting guidance was modified to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. The most notable change in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases with a term of more than one year. This change will apply to the Company’s leased assets such as real estate, broadcasting towers and equipment. Additionally, the Company will be required to provide additional disclosures to meet the objective of enabling users of the financial statements to assess the amount, timing, and uncertainty of cash flows arisin g from leases. The Company anticipates its accounting for existing capital leases to remain substantially unchanged. While the Company is currently reviewing the effects of this guidance, the Company believes that this modification to operating leases wo uld result in: (1) an increase in the ROU assets and lease liabilities reflected on the Company’s consolidated balance sheets to reflect the rights and obligations created by operating leases with a term of greater than one year; and (2) no material change to the expense associated with the ROU assets. This guidance is effective for the Company as of January 1, 2019, and must be implemented using a modified retrospective approach, with certain practical expedients available. Financial Instruments In January 2016, the accounting guidance was modified with respect to recognition, measurement, presentation and disclosure of financial instruments. The most notable impact of the amended accounting guidance for the Company is that this modification effectiv ely supersedes and eliminates current accounting guidance for cost-method investments. Refer to Note 8 , Fair Value of Financial Instruments, for additional information on the Company’s cost-method investments. The guidance is effective for the Co mpany as of January 1, 2018, and early adoption is not permitted. The Company will adopt the new guidance using a modified retrospective approach through a cumulative-effect adjustment to retained earnings, if applicable, as of the effective date. The Company’s investments continue to be carried at their original cost and there have been no impairments in the cost-method investments or returns of capital. While the Company is currently reviewing the effects of this guidance, the Company believes that a doption of this modified accounting guidance would not have a material impact on the Company’s financial position, results of operations, or cash flows. Revenue Recognition In May 2014, the accounting guidance for revenue recognition was modified and subsequently updated with several amendments. Along with these modifications, most industry-specific revenue guidance was eliminated, including a current broadcasting exemption for reporting revenue from network barter programming. The new guidance provides companies with a revenue recognition model for recognizing revenue from contracts with customers. The core principle of the new standard is to recognize revenue when promise d goods or services are transferred to customers, in an amount that reflects the consideration that the Company expects to be entitled to in exchange for such goods or services. The new guidance also requires additional disclosure about the nature, amount , timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The new guidance may be implemented us ing a modified retrospective approach or by using a full retrospective approach. The new guidance was originally effective for annual reporting periods beginning after December 15, 2016. In July 2015, the effective date was deferred by one year. As a re sult, the new guidance is effective for the Company as of January 1, 2018. The Company has completed the first two phases of the implementation process. In connection with the first phase, the Company performed the following activities during the sec ond quarter of 2017: (1) completed an internal assessment of the Company’s operations and identified its significant revenue streams; (2) held revenue recognition conversations with certain of its sales managers and business managers across its markets for each of the identified revenue streams; and (3) reviewed a representative sample of contracts and documented the key economics of the contracts to identify applicable qualitative revenue recognition changes related to the amended accounting guidance . In connection with the second phase, the Company performed the following activities during the third quarter of 2017 : (1) established and documented key accounting policies; (2) assessed the disclosure requirements of the new standard; and (3) determined the impact on business processes and internal controls. The Company’s final phase will be to effectively implement the amended accounting guidance and embed the new accounting treatment into the Company’s business processes and internal controls to support th e financial reporting requirements. The Company expects to complete this final phase of the implementation process in the fourth quarter of 2017. The Company plans to adopt the amended accounting guidance as of January 1, 2018, using the modified retrosp ective method. The Company is still evaluating the impact that the amended accounting guidance will have on the Company’s consolidated financial statements and will be unable to quantify its impact until it completes the final phase of its implementation process. Based upon its preliminary assessment, which is subject to change, the impact of this guidance should not be material to the Company’s financial position, results of operations or cash flows. Upon adoption of this guidance, the Company will enhance its current disclosures to allow users of the financial statements to comprehend information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from the Company’s contracts with its customers. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Block) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwil And Intangible Assets Disclosure [Abstract] | |
Goodwill And Intangible Assets Disclosure Text Block | 2 . INTANGIBLE ASSETS AND GOODWILL Goodwill and certain intangible assets are not amortized for book purposes. They may be, however, amortized for tax purposes. The Company accounts for its acquired broadcasting licenses as indefinite-lived intangible assets and, similar to goodwill, these assets are reviewed at least annually for impairment. At the time of each review, if the fair val ue is less than the carrying value of goodwill and certain intangibles (such as broadcasting licenses), then a charge is recorded to the results of operations. There was no material change in the carrying value of broadcasting licenses or goodwill since the year ended December 31, 2016 , other than as described below. The Company recorded a $ 13.5 million loss in the first quarter of 2017 in net gain/loss on sale or disposal of assets as a result of the Company permanently discontinuing the operation of one of its stations and returning the station’s broadcasting license to the FCC for cancellation, in order to facilitate the Merger. Additionall y, the carrying value of the broadcasting licenses at December 31, 2016, included the broadcasting licenses of a consolidated Variable Interest Entity (“VIE”) of approximately $15.7 million. These consolidated assets and liabilities of the VIE related to a pending acquisition of four radio stations in Charlotte, North Carolina. On October 17, 2016, the Company entered into an asset purchase agreement and a time brokerage agreement (“TBA”) to operate three of the four radio stations that were held in a tru st (“Charlotte Trust”). As such, the amounts of the consolidated VIE at December 31, 2016, represented only the assets and liabilities of the three stations held in the Charlotte Trust. Upon the completion of this transaction on January 6, 2017, the Comp any deconsolidated broadcasting licenses attributable to the VIE and recorded broadcasting licenses of all four radio stations based upon the preliminary purchase price allocation. Refer to Note 9 , Business Combinations, for additional information. O n September 26, 2017, the Company entered into an agreement to divest three stations to Educational Media Foundation (“EMF”). This transaction is the first divestiture in a series of required divestitures related to the Company’s pending Merger with CBS R adio. The Company conducted an analysis and determined the assets of these three stations met the criteria to be classified as held for sale at September 30, 2017 . Accordingly, the Company reclassified the amount of radio broadcasting licenses and goodwill allocab le to these three stations to the assets held for sale financial statement line item at September 30, 2017 . Refer to Note 10 , Assets Held for Sale, for additional information. During the second quarter of 2017, the Company performed its annual impairment test of its goodwill and determined that the carrying amount of goodwill exceeded its fair value for the Boston, Massachusetts market and recorded an impairment loss of $ 0.4 million . A contributing factor to the impairment was a decline in the ad vertising dollars in the Boston, Massachusetts market and its effect on the Company’s operations, coupled with an increase in the carrying value of its assets. The following table presents the changes in broadcasting licenses as described above: Broadcasting Licenses Carrying Amount September 30, December 31, 2017 2016 (amounts in thousands) Beginning of period balance as of January 1, $ 823,195 $ 807,381 Disposition of FCC broadcasting license (13,500) - Consolidation (deconsolidation) of a VIE (15,738) 15,738 Acquisition of radio stations 17,174 - Acquisitions - other - 112 Assets held for sale (54,518) - Disposition of radio stations previously reflected as held for sale - (36) Ending period balance $ 756,613 $ 823,195 The following table presents the changes in goodwill primarily as a result of acquisitions of radio stations, the pending divestiture of three stations, and the Company’s annual impairment test. Goodwill Carrying Amount September 30, December 31, 2017 2016 (amounts in thousands) Goodwill balance before cumulative loss on impairment as of January 1, $ 158,333 $ 158,244 Accumulated loss on impairment as of January 1, (125,615) (125,615) Goodwill beginning balance after cumulative loss on impairment as of January 1, 32,718 32,629 Loss on impairment during year (441) - Acquisition of radio stations 43 - Assets held for sale (266) - Adjustment to acquired goodwill associated with an assumed fair value liability - 92 Disposition of radio stations previously reflected as assets held for sale - (3) Ending period balance $ 32,054 $ 32,718 Broadcasting Licenses Impairment Test The Company performs its annual broadcasting license impairment test during the second quarter of each year by evaluating its broadcasting licenses for impairment at the market level using the direct method . During the second quarter of the current year and each of the past several years, t he Company completed its annual impairment test for broadcasting licenses and determined that the fair value of its broadcasting licenses was greater than the amount reflected in the balance sheet for each of the Company’s markets and, accordingly, no impairment was recorded. The annual impairment test in 2017 did not include the new market acquired during the first quarter of 2017. For the new market acquired during the first quarter of 2017, similar valuation techniques that are used in the testing process were applied to the valuation of the broadcasting licenses under purchase price accounting . E ach market’s broadcasting licenses are combined into a single unit of accounting for purposes of testing impairment, as the broadcasting licenses in each market are operated as a single asset. The Company determines the fair value of the broadcasting licenses in each of its markets by relying on a discounted cash flow approach (a 10 - year income model) assuming a start-up scenario in which the only assets held by an investor are broadcasting licenses. The Company’s fair value analysis contains assumptions based upon past experience , reflects expectations of industry observers and includes judgments about future performance using industry normalized information for an average station within a certain market. These as sumptions include, but are not limited to: (1) the discount rate; (2) the market share and profit margin of an average station within a market, based upon market size and station type ; (3) the forecast growth rate of each radio market; ( 4 ) the estimated ca pital start-up costs and losses incurred during the early years; (5) the likely media competition within the market area ; (6) the tax rate; and (7) future terminal values. The methodology used by the Company in determining its key estimates and assumpti ons was applied consistently to each market. Of the seven variables identified above, the Company believes that the assumptions in items (1) through (3) above are the most important and sensitive in the determination of fair value. If actual market conditions are less favorable than those projected by the industry or the Company, or if events occur or circumstances change that would reduce the fair value of the Company’s broadcasting licenses below the amount reflected in the balance sheet, the Company may be required to conduct an interim test and possibly recognize impairment charges, which may be material, in future periods. There were no events or circumstances since the Company’s second quarter annual license impairment test that indicated an interim review of broadcasting licenses was required, other than as described below . Goodwill Impairment Test The Company performs its annual goodwill impairment test during the second quarter of each year by evaluating its goodwill for each reporting unit. As described above, the Company elected to early adopt the amended accounting guidance which simplifies the test for goodwill impairment . The amended guidance eliminates the second step of the goodwill impairment test, which reduces the cost and complexity of evaluating goodwill for impairment. Under the former accounting guidance, the second step of the impairment test required the Comp any to compute the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Under the amended guidance, if the carrying amou nt of goodwill of a reporting unit exceeds its fair value, the Company will consider the goodwill to be impaired. The Company has determined that a radio market is a reporting unit and the Company assesses goodwill in each of the Company’s markets . Under the amended guidance, i f the fair value of any reporting unit is less than the amount reflected on the balance sheet, the Company will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The loss recognized will not exceed the total amount of goodwill allocated to the reporting unit. Under the amended guidance, t he Company first assesses qualitative factors to determine whether it is necessary to perform a quantitative assessment for each reporting unit . These qualitative factors include, but are not limited to: (1) macroeconomic conditions; (2) radio broadcasting industry considerations; (3) financial performance of reporting units; (4) Company-specific events; and (5) a sustained decrease in the Company’s shar e price. If the quantitative assessment is necessary, the Company determines the fair value of the goodwill allocated to each reporting unit . To determine the fair value, the Company uses a market approach and, when appropriate, an income approach in co mputing the fair value of each reporting unit. The market approach calculates the fair value of each market’s radio stations by analyzing recent sales and offering prices of similar properties expressed as a multiple of cash flow . The income approach utilizes a discounted cash flow method by projecting the subject property’s income over a specified time and capitalizing at an appropriate market rate to arrive at an indication of the most probable selling price . Management believes that these approach es are commonly used and appropriate methodologies for valuing broadcast radio stations. Factors contributing to the determination of the reporting unit’s operating performance were historical performance and/or management’s estimates of future performanc e . During the second quarter of the current year, the Company’s quantitative assessment indicated that the goodwill allocated to its Boston, Massachusetts market was impaired. The annual impairment test in 2017 did not include the new market acquired during the first quarter of 2017. For the new market acquired during the first quarter of 2017, similar valuation techniques that are used in the testing process were applied to the valuation of the goodwill under purchase price accounting. If actual market conditions are less favorable than those projected by the industry or the Company, or if events occur or circumstances change that would reduce the fair value of the Company’s goodwill below the amount reflected in the balance sheet, the C ompany may be required to conduct an interim test and possibly recognize impairment charges, which could be material, in future periods. There were no events or circumstances since the Company’s second quarter annual goodwill test that indicated an interim review of goodwill was required, other than as described below. Annual Broadcasting Licenses and Goodwill Impairment Test for Newly Acquired Market As discussed above, the annual impairment test for broadcasting licenses and goodwill, which was performed in the second quarter of 2017, did not include the broadcasting licenses and goodwill of the new market acquired by the Company during the first quarter of 2017. As the new market’s broadcasting licenses and goodwill are required to be tested at least annually for impairment, the Company elected to conduct an annual impairment test during t he third quarter of 2017 of the broadcasting licenses and goodwill of the newly acquired market only . Conducting this interim impairment test on the broadcasting licenses and goodwill of the newly acquired market will allow the Company to align the testi ng periods of all markets in the annual impairment test performed in the second quarter of 2018 and each annual impairment test thereafter . The annual impairment test of the newly acquired market’s broadcasting licenses and goodwill applied similar valuat ion techniques, valuation approaches and assumptions to those used in the annual impairment test conducted in the second quarter of 2017. The Company made reasonable estimates and assumptions to calculate the fair value of the newly acquired market’s broad casting licenses and goodwill. These estimates and assumptions could be materially different from actual results. As a result of the annual impairment test of the newly acquired market , the Company determined that the fair value of its broadcasting licenses and goodwill was greater than the amount reflected in the balance sheet for the newly acquired market and, accordingly, no impairment was recorded . |
OTHER CURRENT LIABILITIES (Bloc
OTHER CURRENT LIABILITIES (Block) | 9 Months Ended |
Sep. 30, 2017 | |
Other Liabilities Disclosure Abstract | |
Accounts Payable Accrued Liabilities And Other Liabilities Disclosure Current Text Block | 3 . OTHER CURRENT LIABILITIES O ther current liabilities consist of the following as of the periods indicated: Other Current Liabilities September 30, December 31, 2017 2016 (amounts in thousands) Accrued compensation $ 9,628 $ 8,059 Accounts receivable credits 2,590 3,571 Advertiser obligations 2,540 1,102 Accrued interest payable 1,828 3,587 Other 4,637 3,284 Total other current liabilities $ 21,223 $ 19,603 |
LONG-TERM DEBT (Block)
LONG-TERM DEBT (Block) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure Text Block | 4 . LONG-TERM DEBT (A) Senior Debt The Credit Facility On November 1, 2016 , the Company and its wholly owned subsidiary, Entercom Radio, LLC, (“Radio”) entered into a $ 540 million credit agreement (the “Credit Facility”) with a syndicate of lenders that was initially comprised of: (a) a $ 60 million revolving credit facility (the “Revolver”) that matures on November 1, 2021; and (b) a $ 480 million term B loan (the “Term B Loan”) that matures on November 1, 2023. As of September 30, 2017 , the amount outstanding under the Term B Loan was $ 458.0 million and the amount outstanding under the Revolver was $ 22.5 milli on. The amount undrawn under the Revolver, which includes the impact of the outstanding letters of credit, was $ 36.8 million as of September 30, 2017 . The Company’s ability to draw additional amounts under the Revolver may be l imited due to its Consolidated Leverage Ratio. Long-term debt was comprised of the following as of September 30, 2017 : Long-Term Debt September 30, December 31, 2017 2016 (amounts in thousands) Credit Facility Revolver, due November 1, 2021 $ 22,500 $ - Term B Loan, due November 1, 2023 458,000 480,000 480,500 480,000 Other Debt Capital lease and other 74 87 Total debt before deferred financing costs 480,574 480,087 Current amount of long-term debt (3,618) (4,817) Deferred financing costs (excludes the revolving credit) (6,033) (7,619) Total long-term debt, net of current debt $ 470,923 $ 467,651 Outstanding standby letters of credit $ 700 $ 670 The Term B Loan requires mandatory prepayments equal to a percentage of Excess Cash Flow, which is defined within the agreement, subject to incremental step-downs, depending on the Consolidated Leverage Ratio. Beginning in 2018, the Excess Cash Flow payment will be due in the first quarter of each year, and is based on the Excess Cash Flow and Leverage Ratio for the prior year. As of September 30, 2017 , the Company’s Consolidated Leverage Ratio was 4.9 times versus a c ovenant limit of 5.0 times and the Consolidated Interest Coverage Ratio was 3.8 times versus a covenant minimum of 2.0 time s . A s of September 30, 2017 , the Company was in compliance with all financial covenants and all other terms of the Credit Facility in all material res pects . The Company’s ability to maintain compliance with its covenants under the Credit Facility is highly dependent on its results of operations. Management believes that over the next 12 months the Company can continu e to maintain compliance. Management believes that cash on hand, cash from the Revolver and cash from operating activities, together with the proceeds of the committed financing described below, will be sufficient to permit the Company to meet its liquidi ty requirements over the next 12 months, including its debt repayments. The cash available from the Revolver is dependent on the Company’s Consolidated Leverage Ratio at the time of such borrowing. Failure to comply with the Company’s financial covenants or other terms of its Credit Facility and any subsequent failure to negotiate and obtain any required relief from its lenders could result in a default under the Credit Facility. Any event of default could have a material adverse effect on the Company’s business and financial condition. The acceleration of the Company’s debt could have a material adverse effect on its business. The Company may seek from time to time to a mend its Credit Facility or obtain other funding or additional funding, which may result in higher interest rates on its debt. In connection with the CBS Radio Merger Agreement, CBS Radio entered into a commitment letter with a syndicate of lenders (the “Commitment Parties”), pursuant to which the Commitment Parties committed to provide up to $ 500 million of senior secured term loans (the “CBS Radio Financing”) as an additional tranche under a credit agreement (the “CBS Radio Credit Agreement”) among CBS Radio, the guarantors named therein, the lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent. The proceeds of this additional tranche will be used to: (1) refinance the Company’s Credit Facility; (2) redeem the Company’s Perpetual Cumulative Convertible Preferred Stock (“Preferred”) ; and (3) pay fees and expenses in connec tion with the refinancing. O n March 3, 2017, CBS Radio entered into an amendment to the CBS Radio Credit Agreement, to, among other things, create a tranche of Term B-1 Loans in an aggregate principal amount not to exceed $500 million. The Term B-1 Loans, which replace the commitment, are expected to be funded by the Commitment Parties on the closing date of the Merger, subject to customary conditions. The Term B-1 Loans will be governed by the CBS Radio Credit Agreement and will mature on the date that i s seven years after the closing date of the Merger. The Term B-1 Loans will require quarterly principal payments at an annual rate of 1 % of the initial principal amount of the Term B-1 Loans, beginning with the first full fiscal quarter ending after the cl osing of the Merger. The Term B-1 Loans are expected to bear interest at a per annum rate equal to LIBOR plus 2.75 %. Interest on the Term B-1 Loans will be payable at the end of each interest period, but in no event less frequently than quarterly. ( B ) Senior Unsecured Debt The Senior Notes In 2016, the Company issued a call notice to redeem its $ 220.0 million 10.5 % unsecured Senior Notes due December 1, 2019 (the “Senior Notes”) in full with an effective date of December 1, 2016, that was funded by the proceeds of the Credit Facility. As a result of the full redemption of the Senior Notes with replacement debt at a lower interest rate, the net interest expense for the first three quarters of 2017 was reduced and does not includ e amortization of original issue discount of Senior Notes. ( C ) Net Interest Expense The components of net interest expense are as follows: Net Interest Expense Nine Months Ended September 30, 2017 2016 (amounts in thousands) Interest expense $ 16,913 $ 25,382 Amortization of deferred financing costs 1,752 1,929 Amortization of original issue discount of senior notes - 280 Interest income and other investment income (79) (38) Total net interest expense $ 18,586 $ 27,553 Net Interest Expense Three Months Ended September 30, 2017 2016 (amounts in thousands) Interest expense $ 5,920 $ 8,324 Amortization of deferred financing costs 586 611 Amortization of original issue discount of senior notes - 96 Interest income and other investment income (30) (17) Total net interest expense $ 6,476 $ 9,014 |
SHAREHOLDERS' EQUITY (Block)
SHAREHOLDERS' EQUITY (Block) | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders Equity Note Abstract | |
Stockholders Equity Note Disclosure Text Block | 11 . SHAREHOLDERS’ EQUITY Dividends During the second quarter of 2016, the Company’s Board of Directors commenced an annual $ 0.30 per share common stock dividend program, with payments that approximate $ 2.9 million per quarter. Any future dividends will be at the discretion of the Board of Directors based upon the relevant factors at the time of such consideration, including, without limitation, compliance with the restrictions set forth in the Company’s Cr edit Facility and the CBS Radio Merger Agreement. In addition to the quarterly dividend, the Company paid a special one-time cash dividend of $ 0.20 per share of common stock on September 15, 2017. Pursuant to the Merger Ag reement, the Company agreed not to declare or pay any dividends or make other distributions in respect of any shares of the Company’s capital stock, except for the Company’s regular quarterly cash dividend. This special one-time cash dividend, which appro ximated $ 7.8 million, is an exception under the Merger Agreement to the restriction on payment of dividends. Dividend Equivalents The Company’s grants of RSUs include the right, upon vesting, to receive a cash payment equal to the aggregate amount of dividends, if any, that holders would have received on the shares of common stock underlying their RSUs if such RSUs had been vested during the period. The fol lowing table presents the amounts accrued and unpaid on unvested RSUs: Dividend Equivalent Liabilities Balance Sheet September 30, December 31, Location 2017 2016 (amounts in thousands) Short-term Other current liabilities $ 446 $ 260 Long-term Other long-term liabilities 637 348 Total $ 1,083 $ 608 Employee Stock Purchase Plan The Company adopted the Entercom 2016 Employee Stock Purchase Plan (the “ESPP”) during the second quarter of 2016 that commenced with the third quarter of 2016. The ESPP allows participants to purchase the Company’s stock at a price equal to 85 % of the market value of such shares on the purchase date. The maximum number of shares authorized to be issued under the ESPP is 1.0 million. Pursuant to this plan, the Company does not record compensation expe nse to the employee as income subject to tax on the difference between the market value and the purchase price, as this plan was designed to meet the requirements of Section 423(b) of the Internal Revenue Code. The Company recognizes the 15 % discount in the Company’s consolidated statements of operations as non-cash compensation expense. Pursuant to the CBS Radio Merger Agreement, until the earlier of the termination of the CBS Radio Merger Agreement or the consummation of the Merger, t he Company has agreed not to issue or authorize any shares of its capital stock. As a result, the Company effectively suspended the ESPP during the second quarter of 2017. There were no shares purchased and the Company did not recognize any non-cash comp ensation expense in connection with the ESPP during the three months ended September 30, 2017 . The Company plans to resume the ESPP after the consummation of the Merger. Nine Months Ended September 30, 2017 2016 (amounts in thousands) Number of shares purchased 15 18 Non-cash compensation expense recognized $ 32 $ 34 |
SHARE-BASED COMPENSATION (Block
SHARE-BASED COMPENSATION (Block) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments Abstract | |
Disclosure Of Compensation Related Costs Share Based Payments Text Block | 6 . SHARE-BASED COMPENSATION Under the Entercom Equity Compensation Plan (the “Plan”), the Company is authorized to issue share-based compensation awards to key employees, directors and consultants. Restricted Stock Units (“RSUs”) Activity The following is a summary of the changes in RSUs under the Plan during the current period: Number Weighted Aggregate Of Weighted Average Intrinsic Restricted Average Remaining Value As Of Stock Purchase Contractual September 30, Period Ended Units Price Term (Years) 2017 RSUs outstanding as of: December 31, 2016 2,074,794 RSUs awarded 206,603 RSUs released (468,153) RSUs forfeited (22,623) RSUs outstanding as of: September 30, 2017 1,790,621 $ - 1.2 $ 20,413,079 RSUs vested and expected to vest as of: September 30, 2017 1,790,621 $ - 1.2 $ 20,413,079 RSUs exercisable (vested and deferred) as of: September 30, 2017 48,880 $ - - $ 557,232 Weighted average remaining recognition period in years 1.9 Unamortized compensation expense $ 8,259,906 RSUs With Service And Market Conditions T he Company issued RSUs with service and market conditions that are included in the table above. These shares vest if: (1) the Company’s stock achieves certain shareholder performance targets ov er a defined measurement period; and (2) the employee fulfills a minimum service period. The compensation expense is recognized even if the market conditions are not satisfied and are only reversed in the event the service period is not met, as all of the conditions ne ed to be satisfied. These RSUs are amortized over the longest of the explicit, implicit or derived service periods, which range from approximately one to three years. The following table presents the changes in outstanding RSUs with market conditions: Nine Months Year Ended Ended September 30, December 31, 2017 2016 (amounts in thousands, except per share data) Reconciliation Of RSUs With Market Conditions Beginning of period balance 630 390 Number of RSUs granted - 470 Number of RSUs forfeited - - Number of RSUs vested (50) (230) End of period balance 580 630 Weighted average fair value of RSUs granted with market conditions $ - $ 7.34 The fair value of RSUs with service conditions is estimated using the Company’s closing stock price on the date of the grant. To determine the fair value of RSUs with service and market conditions, the Company used the Monte Carlo simulation lattice model. The Company’s determination of the fair value was based on the number of shares granted, the Company’s stock price on the date of grant and certain assumptions regarding a number of highly complex and subjective variables. If other reasonable assumptions were used, the results could differ. The specific assumptions used for these valuations are as follows: Nine Months Year Ended Ended September 30, December 31, 2017 2016 Expected Volatility Term Structure (1) - 35% to 45% Risk-Free Interest Rate (2) - 0.4% to 1.1% Annual Dividend Payment Per Share (Constant) (3) $ - $ 0.30 RSUs With Service And Performance Conditions In addition to the RSUs included in the table above summarizing the activity in RSUs under the Plan, the Company issued RSUs with both service and performance conditions. Vesting of performance-based awards, if any, is dependent upon the achievement of certain performance targets . If the performance standards are not achieved, all unvested shares will expire and any accrued expense will be reversed . The Company determines the requisite service period on a cas e-by-case basis to determine the expense recognition period for non-vested performance based RSUs. The fair value is determined based upon the closing price of the Company’s common stock on the date of grant. The Company applies a quarterly probability as sessment in computing its non-cash compensation expense and any change in the estimate is reflected as a cumulative adjustment to expense in the quarter of the change. The following table reflects the activity of RSUs with service and performance condit ions: Nine Months Year Ended Ended September 30, December 31, 2017 2016 (amounts in thousands, except per share data) Reconciliation Of RSUs With Service And Performance Conditions Beginning of period balance - 29 Number of RSUs granted - - Number of RSUs that did not meet criteria - (29) Number of RSUs vested - - Average fair value of RSUs granted with performance conditions $ - $ - As of September 30, 2017 , no non-cash compensation expense was recognized for RSUs with performance conditions . Option Activity The following table provides summary information related to the exercise of stock options: Nine Months Ended September 30, Option Exercise Data 2017 2016 (amounts in thousands) Intrinsic value of options exercised $ 58 $ 325 Tax benefit from options exercised (1) $ 23 $ 125 Cash received from exercise price of options exercised $ 22 $ 39 The following table presents the option activity during the current period under the Plan: Weighted Intrinsic Weighted Average Value Average Remaining As Of Number Of Exercise Contractual September 30, Period Ended Options Price Term (Years) 2017 Options outstanding as of: December 31, 2016 329,562 $ 1.91 Options granted - - Options exercised (6,500) 3.37 Options forfeited - - Options expired (500) 9.10 Options outstanding as of: September 30, 2017 322,562 $ 1.87 1.3 $ 3,077,559 Options vested and expected to vest as of: September 30, 2017 322,562 $ 1.87 1.3 $ 3,077,559 Options vested and exercisable as of: September 30, 2017 322,562 $ 1.87 1.3 $ 3,077,559 Weighted average remaining recognition period in years - Unamortized compensation expense $ - The following table summarizes significant ranges of outstanding and exercisable options as of the current period: Options Outstanding Options Exercisable Number Of Weighted Number Of Options Average Weighted Options Weighted Range Of Outstanding Remaining Average Exercisable Average Exercise Prices September 30, Contractual Exercise September 30, Exercise From To 2017 Life Price 2017 Price $ 1.34 $ 1.34 300,437 1.4 $ 1.34 300,437 $ 1.34 $ 2.02 $ 11.78 22,125 1.0 $ 9.08 22,125 $ 9.08 $ 1.34 $ 11.78 322,562 1.3 $ 1.87 322,562 $ 1.87 Recognized Non-Cash Stock-Based Compensation Expense The following non-cash stock-based compensation expense, which is related primarily to RSUs, is included in each of the respective line items in our statement of operations: Nine Months Ended September 30, 2017 2016 (amounts in thousands) Station operating expenses $ 937 $ 962 Corporate general and administrative expenses 3,692 3,698 Stock-based compensation expense included in operating expenses 4,629 4,660 Income tax benefit (1) 1,528 1,637 After-tax stock-based compensation expense $ 3,101 $ 3,023 Three Months Ended September 30, 2017 2016 (amounts in thousands) Station operating expenses $ 360 $ 372 Corporate general and administrative expenses 1,197 1,270 Stock-based compensation expense included in operating expenses 1,557 1,642 Income tax benefit (1) 525 888 After-tax stock-based compensation expense $ 1,032 $ 754 |
NET INCOME (LOSS) PER COMMON SH
NET INCOME (LOSS) PER COMMON SHARE (Block) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share Abstract | |
Earnings Per Share Text Block | 5 . NET INCOME (LOSS) PER COMMON SHARE The following tables present the computations of basic and diluted net income (loss) per share: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 (amounts in thousands except per share data) Basic Income (Loss) Per Share Numerator Net income (loss) available to the Company $ 4,100 $ 11,420 $ 1,184 $ 26,666 Preferred stock dividends 663 526 1,763 1,351 Net income (loss) available to common shareholders $ 3,437 $ 10,894 $ (579) $ 25,315 Denominator Basic weighted average shares outstanding 38,955 38,485 38,948 38,457 Basic net income (loss) per share available to common shareholders $ 0.09 $ 0.28 $ (0.01) $ 0.66 Diluted Income (Loss) Per Share Numerator Net income (loss) available to the Company $ 4,100 $ 11,420 $ 1,184 $ 26,666 Preferred stock dividends 663 - 1,763 1,351 Net income (loss) available to common shareholders $ 3,437 $ 11,420 $ (579) $ 25,315 Denominator Basic weighted average shares outstanding 38,955 38,485 38,948 38,457 Effect of RSUs and options under the treasury stock method 773 1,014 - 917 Preferred stock under the as if converted method - 1,934 - - Diluted weighted average shares outstanding 39,728 41,433 38,948 39,374 Diluted net income (loss) per share available to common shareholders $ 0.09 $ 0.28 $ (0.01) $ 0.64 Disclosure Of Anti-Dilutive Shares The following table presents those shares excluded as they were anti-dilutive: Three Months Ended Nine Months Ended September 30, September 30, Impact Of Equity Issuances 2017 2016 2017 2016 (amounts in thousands, except per share data) Shares excluded as anti-dilutive under the treasury stock method: Options 14 - - - Price range of options: from $ 11.69 $ - $ - $ - Price range of options: to $ 11.78 $ - $ - $ - RSUs with service conditions 157 - 101 - RSUs excluded with service and market conditions as market conditions not met 267 478 267 478 RSUs excluded with service and performance conditions as performance conditions not met - 21 - 21 Perpetual cumulative convertible preferred stock treated as anti-dilutive under the as if method 2,017 - 2,017 1,934 Excluded shares as anti-dilutive when reporting a net loss - - 974 - |
INCOME TAXES (Block)
INCOME TAXES (Block) | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure Abstract | |
Income Tax Disclosure Text Block | 7 . INCOME TAXES Tax Rates For The Nine Months And Three Months Ended September 30, 2017 T he effective income tax rates were 131.7 % and 41.5 % for the nine months and three months ended September 30, 2017 , respectively. These rates were impacted by: (1) merger and acquisition costs that result in an increase in the annual estimated effective tax rate; and (2) a discrete windfall income tax benefit, described below. The annual estimated effective tax rate is estimated to be highe r than in previous years p rimarily due to the amount of merger and acquisition costs forecasted for 2017 as a result of the Merger, as a significant portion of these costs are not deductible for federal and state income tax purposes. As a result of adopting the amended accounting guidance for stock-based compensation on January 1, 2017, the Company recorded, for the nine months ended September 30, 2017 , a discrete windfall income tax benefit of $ 0.8 million from the vesting of stock-based awards with tax deductions in excess of the compensation expense recorded. Refer to Note 1 , Basis of Presentation and Significant Policies, for additional information. Tax Rates For The Nine Months And Three Months Ended September 30, 2016 The effective income tax rates were 37.6 % and 39.8 % for the nine months and three months ended September 30, 2016 , respectively. These rates were impacted by discrete income tax benefits from recent legislation in certain single member states that allowed for: (1) the reversal of partial valuation allowances; and (2) a retroactive decrease in deferred tax liabilities associated with non-amortizable assets such as broadcasting licenses and goodwill. The income tax rate was also impacted by income tax expense from: (i) an increase in deferred tax liabilities associated with non-amortizable assets such as broadcasting licenses and goodwill; (ii) an adjustment for expenses that are not deductible for tax purposes; and (iii) a tax benefit shortfall associated with share-bas ed awards. Net Deferred Tax Assets And Liabilities As of September 30, 2017 , and December 31, 2016 , net deferred tax liabilities were $ 82.7 million and $ 92.9 million, respectively. The income tax accounting process to determine the deferred tax liabilities involves estimating all temporary differ ences between the tax and financial reporting bases of the Company’s assets and liabilities, based on enacted tax laws and statutory tax rates applicable to the period in which the diffe rences are expected to affect taxable income. The Company estimated the current exposure by assessing the temporary differences and computing the provision for income taxes by applying the estimated effective tax rate to income. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS (Block) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures Abstract | |
Fair Value Disclosures Text Block | 8 . FAIR VALUE OF FINANCIAL INSTRUMENTS Fair Value Of Financial Instruments Subject To Fair Value Measurements Recurring Fair Value Measurements The following table set s forth the Company's financial assets and /or liabilities that were accounted for at fair value on a recurring basis and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value and its placement within the fair value hierarchy levels. Fair Value Measurements At Reporting Date September 30, December 31, Description 2017 2016 (amounts in thousands) Liabilities Deferred compensation - Level 1 (1) $ 12,097 $ 10,875 (1) The Company’s deferred compensation liability, which is included in other long-term liabilities, is recorded at fair value on a recurring basis. The unfunded plan allows participants to hypothetically invest in various specified investment options. The deferred compensation plan liability is valued at Level 1 as it is based on quoted market prices of the underlying investments. Non-Recurring Fair Value Measurements The Company has certain assets that are measured at fair value on a non-recurring basis and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered Level 3, due to the subjective nature of the unobservable inputs used to determine the fair valu e . During the quarters ended June 30, 2017 and 2016 , the Company reviewed the fair value of its broadcasting licenses and goodwill, and concluded that its broadcasting licenses were not impaired as the fair value of these assets equaled or exceeded their carrying value. The Company concluded that the carrying value of goodwill allocated to its Boston, Massachusetts market exceeded its fair value. Accordingly, the Company wrote off approximately $ 0.4 million of goodwill during the second quarter of 2017. Refer to Note 2 , Intangible Assets and Goodwill, for additional information . There were no events or changes in circumstances which indicated the Company’s cost-method investments, property and equipment, or other intangible assets may not be recoverable. Accordingly, the Company did not estimate the fair value of these assets . Fair Value Of Financial Instruments Subject To Disclosures The carrying amount of the following assets and liabilities approximates fair value due to the short maturity of these instruments: (1) cash and cash equivalents; (2) accounts receivable; and (3) accounts payable, including accrued liabilities. The following table presents the carrying value of financial instruments and, where practicable, the fair value as of the periods indicated: September 30, December 31, 2017 2016 Carrying Fair Carrying Fair Value Value Value Value (amounts in thousands) Term B Loan (1) $ 458,000 $ 459,718 $ 480,000 $ 487,200 Revolver (2) $ 22,500 $ 22,500 $ - $ - Other debt (3) $ 74 $ 87 The following methods and assumptions were used to estimate the fair value of financial instruments: (1) The Company’s determination of the fair value of the Term B Loan w a s based on quoted prices for this instrument and is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets . (2) The fair value of the Revolver was considered to approximate the carrying value as the interest payments are based on LIBOR rates that reset periodically. The Revolver is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets . ( 3 ) The Company does not believe it is practicable to estimate the fair value of the other debt. Cost-Method Investments The Company h olds investments in equity securities that are accounted for as cost-method investments. These investments represent its holdings in privately held companies that are not exchange-traded and therefore not supported with observable market prices. The cost-method investments are recognized on the consolidated balance sheet at their cost basis, which represents the amount the Company paid to acquire the investments. The cost-method of accounting is utilized as the Com pany does not have significant influence over the investees and the fair value of the investees is not readily determinable. The Company periodically evaluates the carrying value of its cost-method investments, when events and circumstances indicate that the carrying amount of the assets may not be recoverable. The Company considers investee financial performance and other information received from the investee companies, as well as any other available estimates of the fair value of the investee companies in its evaluation. If certain impairment indicators exist, the Company determines the fair value of its cost-method investments. If the Company determines the carrying value of a cost-method investment exceeds its fair value, and that difference is other than temporary, the Company writes down the value of the cost-method investment to its fair value. The fair value of the cost-method investments are not adjusted if there are no identified adverse events or changes in circumstances that may have a materi al effect on the fair value of the cost-method investment. Since its initial date of investment, the Company has not identified any events or changes in circumstances which would require the Company to estimate the fair value of its cost-method investments . Additionally, there have been no returns of capital. As a result, the cost-method investments continue to be presented at their original cost basis within the deferred charges and other assets, net of accumulated amortization line item. There was no m aterial change in the carrying value of the Company’s cost-method investments since the year ended December 31, 2016 , other than as described below. On July 26, 2017, the Company purchased a minority ownership interest in DGital Media Inc. (“DGital”), a lea ding creator of premium, personality-based podcasts and other on-demand audio content for $ 9.7 million. Subsequent to the Company’s initial investment, DGital rebranded as Cadence13. Under the terms of the purchase agreement, the Company also obtained an option to acquire the remaining ownership interest in Cadence13 in 2021. The Company and Cadence13 entered into a multi-year services agreement under which Cadence13 will dedicate significant resources to create world-class, original on- demand audio content leveraging the Company’s deep roster of local talent and relationships in the world of sports, news, politics, music, comedy, and technology. Cadence13 will also serve as the Company’s exclusive third party advertisement sales represe ntative for all of its podcasts and other on-demand audio. The following table presents the changes in the Company’s cost-method investments as described above : Cost-Method Investments Carrying Amount September 30, December 31, 2017 2016 (amounts in thousands) Investment balance before cumulative other than temporary impairment as of January 1, $ 255 $ 255 Accumulated other than temporary impairment as of January 1, - - Investment beginning balance after cumulative other than temporary impairment as of January 1, 255 255 Acquisition of interest in a privately held company 9,700 - Ending period balance $ 9,955 $ 255 |
ACQUISITIONS AND OTHER (Block)
ACQUISITIONS AND OTHER (Block) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Mergers Acquisitions And Dispositions Disclosures Text Block | 9 . BUSINESS COMBINATIONS The Company consummated acquisitions under the acquisition method of accounting, and the purchase price was allocated to the assets and liabilities based upon their respective fair values as determined as of the acquisition date. Merger and acquisition costs are excluded from the purchase price as these costs are expensed for book purposes and amortized for tax purposes. 2017 Charlotte Acquisition On January 6, 2017, the Company completed a transaction to acquire four radio stations in Charlotte, North Carolina from Beasley Broadcast Group, Inc. (“Beasley”) for a purchase price of $ 24 million in cash . The Company used cash on hand to fund the acquisition. On October 17, 2016, the Company entered into an asset purchase agreement and a TBA with Beasley to operate three of the four radio stations that were held in the Charlotte Trust. On November 1, 2 016, the Company commenced operations of the radio stations held in the Charlotte Trust and began operating the fourth station upon closing on the acquisition with Beasley in January 2017 . During the period of the TBA , the Company included net revenues, station operating expenses and monthly TBA fees associated with operating these stations in the Company’s consolidated financial statements. The allocations presented in the table below are based upon management’s estimate of the fair values using valua tion techniques including income, cost and market approaches. In estimating the fair value of the acquired FCC broadcasting licenses , the fair value estimates are based on, but not limited to, expected future revenue and cash flows that assume an expected future growth rate of 1.0 % and an estimated discount rate of 9.0 %. The gross profit margins utilized were considered appropriate based on management’s expectations and experience in equivalent sized markets. The Company determines the fair value of the broadcasting licenses by relying on a discounted cash flow approach assuming a start-up scenario in which the only assets held by an investor are broadcasting licenses. The Company’s fair value analysis contains as sumptions based upon past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information for an average station within a certain market. Any excess of the purchase price over th e net assets acquired was reported as goodwill. The following preliminary purchase price allocations are based upon the valuation of assets and liabilities and these estimates and assumptions are subject to change as the Company obtains additional informa tion during the measurement period, which may be up to one year from the acquisition date. These assets and liabilities pending finalization include intangible assets and liabilities. Differences between the preliminary and final valuation could be subst antially different from the initial estimates. January 6, Useful Lives In Years Description 2017 From To (amounts in thousands) Assets Land $ 2,539 non-depreciating Buildings 217 15 25 Equipment 4,569 3 40 Total property plant and equipment 7,325 Deferred tax asset 287 life of underlying asset Radio broadcasting licenses and goodwill 17,384 non-amortizing Total assets 24,996 Liabilities Unfavorable lease liabilities 735 over remaining lease life Deferred tax liability 261 life of underlying liability Total liabilities 996 Net assets $ 24,000 2016 Disposition In March 2016, the Company sold certain assets of KRWZ AM in Denver, Colorado, for $ 3.8 million in cash. The Company believes that the sale of this station, with a marginal market share, did not alter the Company’s competitive position in the market. The Company reported a gain, net of expenses, of $ 0.3 million on the disposition of these assets . Pending Acquisition of CBS Radio On February 2, 2017, the Company and Merger Sub entered into a material definitive agreement with CBS and CBS Radio, and CBS and CBS Radio also entered into an agreement that provides for the separation of CBS Radio from CBS (the “Separation Agreement”), which together provide for the combination of the Company’s business and CBS’s radio business. Prior to February 2, 2017, CBS transferred substantially all of the assets and liabilities of CBS’s radio business to CBS Radi o. At the time of the signing of the CBS Radio Merger Agreement on February 2, 2017, CBS Radio had two classes of common stock, the Radio Series 1 Common Stock, par value $ 0.01 per share (the “Radio Series 1 Common Stock”) and the Radio Series 2 Common Sto ck, par value $0.01 per share (the “Radio Series 2 Common Stock”), collectively, (the “Radio Existing Common Stock”). Prior to the Merger, CBS and CBS Radio will first complete a series of internal distributions and transactions (collectively, the “Radio R eorganization”). Following the consummation of the Radio Reorgan ization, CBS will consummate an offer to exchange all of the outstanding shares of Radio Existing Common Stock for outstanding shares of CBS Class B Common Stock (the “Final Distribution”). CBS Broadcasting , Inc. will first distribute (the “First Distribution”) all of the outstanding equity of CBS Radio to Westinghouse CBS Holding Company, Inc. (“Westinghouse”). Westinghouse will then distribute all of the outstanding equity of CBS Radio to CBS (the “Second Distribution”). Following the Second Distribution, CBS Radio will then: (a) combine Radio Series 1 Common Stock and Radio Series 2 Common stock into a single class of common stock, par value $0.01 per share (the “Radio N ew Common Stock”), (b) authorize the issuance of at least 101,407,494 shares of Radio New Common Stock and (c) effect a stock split of the outstanding shares of Radio New C ommon Stock, as a result of which, as of immediately prior to the effective time of the F inal Distribution, 101,407,494 shares of Radio New Common S tock will be issued and outstanding, all of which will be owned directly by CBS (collectively, (a) through (c), the “Stock Split”). Subject to the terms and conditions of the CBS Radi o Merger Agreement and the Separation Agreement , in the event that holders of CBS Class B Common Stock subscribe for less than all of the outstanding shares of Radio Common Stock held by CBS in the exchange offer, CBS will distribute the remaining outstand ing shares of Radio Co mmon Stock held by CBS on a pro rata basis to holders of CBS Common Stock whose shares of CBS Common Stock remain outstanding after consummation of the exchange offer (the “Spin-Off”). The Spin-Off will only occur if the exchange off er is consummated but not fully subscribed, meaning that not all of the outstanding shares of Radio Common Stock held by CBS would be distributed in the exchange offer , in that scenario . Immediately after the consummation of the Final Distribution, Merger Sub will merge with and into CBS Radio, with CBS Radio surviving as a wholly owned subsidiary of the Company . In the Merger, all outstanding shares of Radio Common Stock will be converted into the right to receive an equal number of shares of the Company’ s Class A common Stock. It is estimated that the existing Company shareh olders will own approximately 28 % and CBS Radio shareh olders will own approximately 72 % of the combined company’s outstanding shares immediately after consummation of the Merger. The Company will issue 101,407,494 shares of its Class A common Stock in the Merger. At the time of the Merger, each outstanding RSU and stock option with respect to CBS Class B Common Stock held by employees of CBS Radio will be canceled and converted into equity awards for the Company’s Class A Common Stock. The conversion will be based on the ratio of the volume-weighted average per share closing prices of CBS stock on the five trading days prior to the effective date of the Merger and the Company’s stock on the five trading days following the effective date of the Merger. In connection with the Merger, CBS Radio receive d committed financing of up to $ 500 mill ion of senior secured term loan from the Commitment Parties as an additional tranche under the CBS Radio Credit Agreement. T he proceeds of this loan will be used to: (1) refinance the Company’s Credit Facility; (2) redeem the Company’s Pre ferred; and (3) pay fees and expenses in connection with the refinancing. The committed financing will be an additional tranche under the CBS Radio Credi t Agreement. See Note 4 , Long-Term Debt, for additional information with respect to this finan cing. The total consideration for the Merger is approximately $ 1.16 billion, based on the Company’s Class A common stock market price per share of $ 11.45 on September 30, 2017 and the shares to be issued in connection with the Merger. T ransaction costs relating to the Merger , including legal and professional fees, of $ 8.8 million and $ 24.9 million for the three and nine months ended September 30, 2017 , respectively, were expensed as incurred. If the CBS Radio Merger Agreement is terminated in certain circumstances prior to the consummation of the transactions contemplated thereby, the Company will be required to pay CBS a termination fee of $30 million. Either party may terminate the CBS Radio Merger Agreement if the Merger is not con summated on or before January 31 , 201 8 , subject to extension to May 2, 2018, if the approval of the FCC has not been obtained or if the expiration or termination of any applicable waiting period under the Hart-Scott -Rodino Antitrust Improvement Act of 1976 has not occurred by November 2, 2017. Upon completion of the Merger, certain required divestitures and the debt refinancing described abo ve, which are all expected to occur in the fourth quarter of 2017, the combined company will be named Entercom Communications Corp. and will be listed on the NYSE under the current trading symbol for the Company’s Class A Common Stock, “ETM ” . Merger And Acquisition Costs The Company records merger and acquisition costs whether or not an acquisition occurs. These costs consist primarily of legal, professional and advisory services and could include restructuring costs. There were merger and acquisition costs incurred during the first three quarters of 2017 primarily in connection with the announced CBS Merger. Nine Months Ended September 30, 2017 2016 (amounts in thousands) Merger and acquisition costs $ 24,925 $ 670 Three Months Ended September 30, 2017 2016 (amounts in thousands) Merger and acquisition costs $ 8,825 $ 670 Restructuring Costs The restructuring plan related to the Company’s acquisitions in 2015 included: (1) costs associated with exiting contractual vendor obligations as these obligations were duplicative; (2) a workforce reduction and realignment charges that included one-time termination benefits and related costs; and (3) lease abandonment cos ts. The lease abandonment costs are longer-term as the lease expires in June 2026. The estimated amount of unpaid restructuring charges as of September 30, 2017 , after excluding the lease abandonment liability as of September 30, 2017 , was included in accrued expenses as mos t expenses are expected to be paid within one year. Nine Months Year Ended Ended September 30, December 31, 2017 2016 (amounts in thousands) Restructuring charges and lease abandonment costs, beginning balance $ 650 $ 1,686 Additions through accruals - - Deductions through payments (56) (1,036) Lease abandonment costs unpaid and outstanding 594 650 Less lease abandonment costs over a long-term period (521) (576) Lease abandonment costs over a short-term period $ 73 $ 74 Unaudited Pro Forma Summary Of Financial Information The following pro forma information presents the consolidated results of operations as if the 2017 acquisition in Charlotte, North Carolina, had occurred as of January 1, 2016 , after giving effect to certain adjustments, including : (1) depreciation and amortization of assets ; (2 ) change in the effective tax rate; and (3 ) merger and acquisition costs. The pro forma information does not exclude the pro forma im pact of any dispositions. These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made as of that date or results which may occur in the f uture. Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 (amounts in thousands except share and per share data) Actual Pro Forma Pro Forma Pro Forma Net revenues $ 122,299 $ 125,441 $ 346,270 $ 351,697 Net income (loss) available to the Company $ 4,100 $ 11,364 $ 1,516 $ 23,946 Net income (loss) available to common shareholders $ 3,437 $ 10,838 $ (247) $ 22,595 Net income (loss) available to common shareholders per common share - basic $ 0.09 $ 0.28 $ (0.01) $ 0.59 Net income (loss) available to common shareholders per common share - diluted $ 0.09 $ 0.27 $ (0.01) $ 0.57 Weighted shares outstanding basic 38,954,788 38,484,578 38,947,533 38,457,061 Weighted shares outstanding diluted 39,727,976 41,433,200 38,947,533 39,373,988 Conversion of preferred stock for dilutive purposes under the as if method anti-dilutive dilutive anti-dilutive anti-dilutive |
CONTINGENCIES AND COMMITMENTS (
CONTINGENCIES AND COMMITMENTS (Block) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure Abstract | |
Commitments And Contingencies Disclosure Text Block | 12 . CONTINGENCIES AND COMMITMENTS Contingencies If the CBS Radio Merger Agreement is terminated under certain circumstances , the Company will be required to pay CBS a termination fee of $ 30 million and the costs for the committed financing . The Company is subject to various outstanding claims which arise in the ordinary course of business and to other legal proceedings. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters , will not materially affect the Company’s financial position, results of operations or cash flows. There were no material changes from the contingencies listed in the Company’s Form 10-K, filed with the SEC on February 28, 2017 . Other Matters During the third quarter of 2016, the Company settled a legal claim with British Petroleum as a result of their Deepwater Horizon Oil Spill in the Gulf of Mexico that occurred in 2010 and recovered $ 2.3 million on a net basis after deducting certain related expenses. The claim was a result of lost business due to the oil spill. |
ASSETS HELD FOR SALE (Block)
ASSETS HELD FOR SALE (Block) | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations And Disposal Groups Abstract | |
Disposal Groups Including Discontinued Operations Disclosure Text Block | 10 . ASSETS HELD FOR SALE Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets. The Company measures assets held for sale at the lower of their carrying amount or fair value less cost to sell. Additionally, the Company determined that these assets comprise operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Company. As of September 30, 2017 , the Company entered i nto an agreement to sell a parcel of land along with the land improvements, broadcasting tower and building located on the property, in one of its markets for $ 3.3 million and classified these assets as assets held for sale. This transaction, which is expected to be completed in the fourth quarter of 2017, is expected to result in a gain of $ 0.3 million , net of commissions of $ 0.2 million. As of September 30, 2017 , the Company entered into an agr eement to divest three radio stations to EMF in order to facilitate the Merger. The Company is disposing of equipment, radio broadcasting licenses, goodwill, and other assets across three of its markets for $ 57.8 million and classified these a ssets as assets held for sale. This transaction, which is expected to close on the date following the closing of the Company’s Merger with CBS Radio, is expected to result in a gain of $ 2.6 million. Long-lived assets are reviewed for impairmen t whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company determined that the carrying value of these assets was less than the fair value by utilizing offers from third parties for a bun dle of assets. This is considered a Level 3 measurement. The major categories of these assets are as follows: Assets Held For Sale September 30, 2017 (amounts in thousands) Land and land improvements $ 2,820 Building 8 Equipment 1,206 Gross property and equipment 4,034 Accumulated Depreciation (822) Net property and equipment 3,212 Radio broadcasting licenses 54,551 Accumulated Amortization (33) Net radio broadcasting licenses 54,518 Other intangibles 3 Goodwill 266 Total intangibles 54,787 Assets held for sale 57,999 Net assets held for sale $ 57,999 |
SUBSEQUENT EVENTS (Block)
SUBSEQUENT EVENTS (Block) | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events Abstract | |
Schedule Of Subsequent Events Text Block | 13 . SUBSEQUENT EVENTS Events occurring after September 30, 2017 , and through the date that these consolidated financial statements were issued , were evaluated to ensure that any subsequent events that met the criteria for recognition have been included and are as follows : On October 10, 2017, the Company filed an amendment to a Registration Statement with the SEC on Form S-4/A relating to the Merger. The amendment provides that, among other things, the Company will dispose of an appropriate amount of s tations in order to maintain compliance with the FCC’s local radio ownership rule. Refer to a description of the proposed divestitures below . On October 13, 2017, the Company closed on the sale of a parcel of land along with the land improvements, broad casting tower and building located on the property. The sale of these assets, which were classified as assets held for sale at September 30, 2017 , resulted in a gain of $ 0.3 million, net of commissions of $ 0.2 million . On October 16, 2017, the Company filed an amendment to a Registration Statement with the SEC on Form S-4/A relating to the Merger. The amendment is an exhibits only filing to file various exhibits without making any changes to the prospectus. The Company f iled a definitive proxy statement that relates to the special meeting of shareholders of the Company to approve the issuance of shares of Class A Common Stock in connection with the Merger. On October 19, 2017, the Company filed a final amendment to a R egistration Statement with the SEC on Form S-4/A relating to the Merger. This amendment, among other things, calls a meeting (the “Special Meeting”) of the Company’s shareholders. The Special Meeting will be held on November 15, 2017 for shareholders of record on October 12, 2017, to approve the issuance of shares of the Company’s Class A Common Stock in the Merger and to approve the classification of the Company’s board of directors. In addition, CBS Radio filed a registration statement on Form S-4 and Form S-1 to register the shares of Radio Common Stock that will be distributed to holders of CBS Class B Common Stock. Holders of CBS Class B common stock will have the opportunity to exchange some or all of their shares for CBS Radio Common Stock. This exchange offer is scheduled to expire on November 16, 2017. Holders of CBS Radio Common Stock will then receive shares of the Company’s Class A Common Stock in the Merger. Based on this timing, the Company anticipates that the Merger will close on Novemb er 17, 2017. As a result of the Merger, the Company will own radio stations in seven markets in excess of the limits set for th in the FCC’s local radio ownership rule. In order to comply with this FCC rule, and to obtain clearance for the Merger from the Antitrust Division of the U.S. Department of Justice (“DOJ”), the Company has proposed to divest a total of nineteen stations in such marke ts, consisting of eight stations owned by the Company a nd eleven stations owned by CBS Radio. The total number of d ivested stations is inclusive of the three stations under a transaction with EMF as discussed in Note 10 , Assets Held for Sale. On November 1, 2017, the Company along with CBS Radio entered into an agreement (the “Beasley Transaction”) with Beasley Broadcast Group, Inc. (“Beasley”) to exchange a CBS Radio station (the “Boston Station”) in Boston, Massachusetts for another station in the same market (the “Beasley Station”) and cash proceeds of $ 12.0 million. Concurrently with enterin g into the asset exchange agreement, the Company and Beasley agreed to enter into a TBA agreement for the Company operate the Beasley Station . Operation under the TBA is expected to commence after the Merger. During the period of the TBA, the Company: (i) in cludes net revenues and station operating expenses associated with operating the Beasley S tation in the Company’s consolidated financial statements; and (ii) excludes net revenues and station operating expenses associated with operating the Boston S tation in the Company’s consolidated financial statements. The Beasley Transaction is expected to close in the fourth quarter of 2017. On November 1, 2017, t he Company along with CBS Radio entered into an agreement (the “iHeartMedia Transaction”) with iHeartMed ia Inc. (“iHeart”) to exchange three CBS R adio stations in Seattle, Washington, and two CBS Radio and two Company radio stations in Boston, Massachusetts, for four iHeart radio stations in Chattanooga, Tennessee, and six iHeart radio station s in Richmond, Virginia, respectively. Concurrently with entering into the asset exchange agreement, the Company and iHeart each agreed to enter into a TBA agreement to operate certain of the other party’s radio stations. Operation under each TBA is expected to commence after the Merger. During the period of the TBA, the Company: (i) includes net revenues and station operating expenses associated with operating the Richmond and Chattanooga stations in the Company’s consolidated financial statements; and (ii) excludes net revenues and st ation operating expenses associated with operating the Seattle stations and Boston stations in the Company’s consolidated financial statements. As a result of this iHeartMedia Transaction, the Company will enter two new markets in Richmond, Virginia and C hattanooga, Tennessee. The iHeartMedia Transaction is expected to close in the fourth quarter of 2017. On November 1, 2017, the Company along with CBS Radio entered into local marketing agreements (the “Bonneville Transaction”) with Bonneville Internatio nal Corporation (“Bonneville”), pursuant to which Bonneville will program four CBS Radio stations in Sacramento along with three Company stations and one CBS Radio station in San Francisco. These local marketing agreements will become effective upon the c losing of the Merger. On November 1, 2017, the Company entered into a settlement with the Antitrust Division of the DOJ. The settlement with the DOJ, along with the iHeartMedia Transaction, the Beasley Transaction, and the Bonneville Transaction will al low the Company and CBS Radio to move forward with the Merger. In connection with these agreements described above, the Company now expects its proposed Merger with CBS Radio to close as early as November 17, 2017, pending approval from the FCC. On Nove mber 2, 2017, the Company’s Board of Directors approved an increase to the Company’s quarterly common stock dividend program to $ 0.09 per share, beginning with the dividend to be paid in the fourth quarter of 2017. Qu arterly dividend payments will approximate $ 3.0 million per quarter ( $ 12.1 million per quarter on a pro forma basis after the Merger). Any future dividends will be at the discr etion of the Board of Directors based upon the relevant factors at the time of such consideration, including, without limitation, compliance with the restrictions set forth in the Company’s Credit Facility and the CBS Radio Merger Agreement. On November 2, 2017, the Company announced a share repurchase program (the “2017 Share Repurchase Program”) to permit the Company to purchase up to $ 100.0 million of the Company’s issued and outstand ing shares of common stock through open market purchases. S hares repurchased by the Company under the 2017 Share Repurchase Program will be at the discretion of the Company based upon the relevant factors at the time of suc h consideration, including, without limitation, compliance with the restrictions set for in the Credit Facility and the CBS Radio Merger Agreement. The Company currently anticipates repurchasing approximately $ 30.0 million in Class A Common Stock by the end of 2018. |
BASIS OF PRESENTATION AND ORG20
BASIS OF PRESENTATION AND ORGANIZATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
PriorPeriodAdjustmentAbstract | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | Three Months Ended Description March 31, 2017 (amounts in thousands) Net Revenues: Prior to revision $ 97,452 Revision 1,549 As revised $ 99,001 Station operating expenses, including non-cash compensation expense: Prior to revision $ 75,617 Revision 1,549 As revised $ 77,166 Three Months Ended Year Ended March 31, June 30, September 30, December 31, December 31, Description 2016 (amounts in thousands) Net Revenues: Prior to revision $ 96,103 $ 120,478 $ 120,457 $ 123,207 $ 460,245 Revision 906 1,093 1,184 1,343 4,526 As revised $ 97,009 $ 121,571 $ 121,641 $ 124,550 $ 464,771 Station operating expenses, including non-cash compensation expense: Prior to revision $ 71,715 $ 82,639 $ 82,905 $ 81,485 $ 318,744 Revision 906 1,093 1,184 1,343 4,526 As revised $ 72,621 $ 83,732 $ 84,089 $ 82,828 $ 323,270 Three Months Ended Year Ended March 31, June 30, September 30, December 31, December 31, Description 2015 (amounts in thousands) Net Revenues: Prior to revision $ 78,420 $ 100,592 $ 114,662 $ 117,704 $ 411,378 Revision 589 730 874 910 3,103 As revised $ 79,009 $ 101,322 $ 115,536 $ 118,614 $ 414,481 Station operating expenses, including non-cash compensation expense: Prior to revision $ 59,367 $ 70,000 $ 81,241 $ 77,103 $ 287,711 Revision 589 730 874 910 3,103 As revised $ 59,956 $ 70,730 $ 82,115 $ 78,013 $ 290,814 |
INTANGIBLE ASSETS AND GOODWIL21
INTANGIBLE ASSETS AND GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of the changes in broadcasting license | Broadcasting Licenses Carrying Amount September 30, December 31, 2017 2016 (amounts in thousands) Beginning of period balance as of January 1, $ 823,195 $ 807,381 Disposition of FCC broadcasting license (13,500) - Consolidation (deconsolidation) of a VIE (15,738) 15,738 Acquisition of radio stations 17,174 - Acquisitions - other - 112 Assets held for sale (54,518) - Disposition of radio stations previously reflected as held for sale - (36) Ending period balance $ 756,613 $ 823,195 |
Schedule of changes in goodwill | Goodwill Carrying Amount September 30, December 31, 2017 2016 (amounts in thousands) Goodwill balance before cumulative loss on impairment as of January 1, $ 158,333 $ 158,244 Accumulated loss on impairment as of January 1, (125,615) (125,615) Goodwill beginning balance after cumulative loss on impairment as of January 1, 32,718 32,629 Loss on impairment during year (441) - Acquisition of radio stations 43 - Assets held for sale (266) - Adjustment to acquired goodwill associated with an assumed fair value liability - 92 Disposition of radio stations previously reflected as assets held for sale - (3) Ending period balance $ 32,054 $ 32,718 |
OTHER CURRENT AND LONG-TERM LIA
OTHER CURRENT AND LONG-TERM LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Liabilities Disclosure Abstract | |
Schedule of Accounts Payable and Accrued Liabilities | Other Current Liabilities September 30, December 31, 2017 2016 (amounts in thousands) Accrued compensation $ 9,628 $ 8,059 Accounts receivable credits 2,590 3,571 Advertiser obligations 2,540 1,102 Accrued interest payable 1,828 3,587 Other 4,637 3,284 Total other current liabilities $ 21,223 $ 19,603 |
LONG-TERM DEBT LIABILITIES (Tab
LONG-TERM DEBT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-Term Debt September 30, December 31, 2017 2016 (amounts in thousands) Credit Facility Revolver, due November 1, 2021 $ 22,500 $ - Term B Loan, due November 1, 2023 458,000 480,000 480,500 480,000 Other Debt Capital lease and other 74 87 Total debt before deferred financing costs 480,574 480,087 Current amount of long-term debt (3,618) (4,817) Deferred financing costs (excludes the revolving credit) (6,033) (7,619) Total long-term debt, net of current debt $ 470,923 $ 467,651 Outstanding standby letters of credit $ 700 $ 670 |
Schedule Of Net Interest Expense | Net Interest Expense Nine Months Ended September 30, 2017 2016 (amounts in thousands) Interest expense $ 16,913 $ 25,382 Amortization of deferred financing costs 1,752 1,929 Amortization of original issue discount of senior notes - 280 Interest income and other investment income (79) (38) Total net interest expense $ 18,586 $ 27,553 Net Interest Expense Three Months Ended September 30, 2017 2016 (amounts in thousands) Interest expense $ 5,920 $ 8,324 Amortization of deferred financing costs 586 611 Amortization of original issue discount of senior notes - 96 Interest income and other investment income (30) (17) Total net interest expense $ 6,476 $ 9,014 |
SHAREHOLDER'S EQUITY (Tables)
SHAREHOLDER'S EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders Equity Note Abstract | |
Schedule of dividends payable on unvested restricted stock units | Dividend Equivalent Liabilities Balance Sheet September 30, December 31, Location 2017 2016 (amounts in thousands) Short-term Other current liabilities $ 446 $ 260 Long-term Other long-term liabilities 637 348 Total $ 1,083 $ 608 |
ESPP Shares Purchased and Non-Cash Comp Expense | Nine Months Ended September 30, 2017 2016 (amounts in thousands) Number of shares purchased 15 18 Non-cash compensation expense recognized $ 32 $ 34 |
SHARE-BASED COMPENSATION (Table
SHARE-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments Abstract | |
Schedule Of Restricted Stock Units Market Based | Nine Months Year Ended Ended September 30, December 31, 2017 2016 (amounts in thousands, except per share data) Reconciliation Of RSUs With Market Conditions Beginning of period balance 630 390 Number of RSUs granted - 470 Number of RSUs forfeited - - Number of RSUs vested (50) (230) End of period balance 580 630 Weighted average fair value of RSUs granted with market conditions $ - $ 7.34 |
Schedule Of Other Options Dislcosure | Nine Months Ended September 30, Option Exercise Data 2017 2016 (amounts in thousands) Intrinsic value of options exercised $ 58 $ 325 Tax benefit from options exercised (1) $ 23 $ 125 Cash received from exercise price of options exercised $ 22 $ 39 |
Stock Option Valuation Assumptions | Nine Months Year Ended Ended September 30, December 31, 2017 2016 Expected Volatility Term Structure (1) - 35% to 45% Risk-Free Interest Rate (2) - 0.4% to 1.1% Annual Dividend Payment Per Share (Constant) (3) $ - $ 0.30 |
Schedule Of significant ranges of outstanding and exercisable options | Options Outstanding Options Exercisable Number Of Weighted Number Of Options Average Weighted Options Weighted Range Of Outstanding Remaining Average Exercisable Average Exercise Prices September 30, Contractual Exercise September 30, Exercise From To 2017 Life Price 2017 Price $ 1.34 $ 1.34 300,437 1.4 $ 1.34 300,437 $ 1.34 $ 2.02 $ 11.78 22,125 1.0 $ 9.08 22,125 $ 9.08 $ 1.34 $ 11.78 322,562 1.3 $ 1.87 322,562 $ 1.87 |
Schedule of recognized stock-based compensation expense | Nine Months Ended September 30, 2017 2016 (amounts in thousands) Station operating expenses $ 937 $ 962 Corporate general and administrative expenses 3,692 3,698 Stock-based compensation expense included in operating expenses 4,629 4,660 Income tax benefit (1) 1,528 1,637 After-tax stock-based compensation expense $ 3,101 $ 3,023 Three Months Ended September 30, 2017 2016 (amounts in thousands) Station operating expenses $ 360 $ 372 Corporate general and administrative expenses 1,197 1,270 Stock-based compensation expense included in operating expenses 1,557 1,642 Income tax benefit (1) 525 888 After-tax stock-based compensation expense $ 1,032 $ 754 |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Restricted Stock Units, Vested and Expected to Vest | Number Weighted Aggregate Of Weighted Average Intrinsic Restricted Average Remaining Value As Of Stock Purchase Contractual September 30, Period Ended Units Price Term (Years) 2017 RSUs outstanding as of: December 31, 2016 2,074,794 RSUs awarded 206,603 RSUs released (468,153) RSUs forfeited (22,623) RSUs outstanding as of: September 30, 2017 1,790,621 $ - 1.2 $ 20,413,079 RSUs vested and expected to vest as of: September 30, 2017 1,790,621 $ - 1.2 $ 20,413,079 RSUs exercisable (vested and deferred) as of: September 30, 2017 48,880 $ - - $ 557,232 Weighted average remaining recognition period in years 1.9 Unamortized compensation expense $ 8,259,906 |
Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Options Vested And Expected To Vest Outstanding | Weighted Intrinsic Weighted Average Value Average Remaining As Of Number Of Exercise Contractual September 30, Period Ended Options Price Term (Years) 2017 Options outstanding as of: December 31, 2016 329,562 $ 1.91 Options granted - - Options exercised (6,500) 3.37 Options forfeited - - Options expired (500) 9.10 Options outstanding as of: September 30, 2017 322,562 $ 1.87 1.3 $ 3,077,559 Options vested and expected to vest as of: September 30, 2017 322,562 $ 1.87 1.3 $ 3,077,559 Options vested and exercisable as of: September 30, 2017 322,562 $ 1.87 1.3 $ 3,077,559 Weighted average remaining recognition period in years - Unamortized compensation expense $ - |
Schedule Of Restricted Stock Units Performance Based [Text Block] | Nine Months Year Ended Ended September 30, December 31, 2017 2016 (amounts in thousands, except per share data) Reconciliation Of RSUs With Service And Performance Conditions Beginning of period balance - 29 Number of RSUs granted - - Number of RSUs that did not meet criteria - (29) Number of RSUs vested - - Average fair value of RSUs granted with performance conditions $ - $ - |
NET INCOME PER COMMON SHARE (Ta
NET INCOME PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract] | |
Schedule of Earnings Per Share Reconciliation [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 (amounts in thousands except per share data) Basic Income (Loss) Per Share Numerator Net income (loss) available to the Company $ 4,100 $ 11,420 $ 1,184 $ 26,666 Preferred stock dividends 663 526 1,763 1,351 Net income (loss) available to common shareholders $ 3,437 $ 10,894 $ (579) $ 25,315 Denominator Basic weighted average shares outstanding 38,955 38,485 38,948 38,457 Basic net income (loss) per share available to common shareholders $ 0.09 $ 0.28 $ (0.01) $ 0.66 Diluted Income (Loss) Per Share Numerator Net income (loss) available to the Company $ 4,100 $ 11,420 $ 1,184 $ 26,666 Preferred stock dividends 663 - 1,763 1,351 Net income (loss) available to common shareholders $ 3,437 $ 11,420 $ (579) $ 25,315 Denominator Basic weighted average shares outstanding 38,955 38,485 38,948 38,457 Effect of RSUs and options under the treasury stock method 773 1,014 - 917 Preferred stock under the as if converted method - 1,934 - - Diluted weighted average shares outstanding 39,728 41,433 38,948 39,374 Diluted net income (loss) per share available to common shareholders $ 0.09 $ 0.28 $ (0.01) $ 0.64 |
Equity Award Impact Schedule | Three Months Ended Nine Months Ended September 30, September 30, Impact Of Equity Issuances 2017 2016 2017 2016 (amounts in thousands, except per share data) Shares excluded as anti-dilutive under the treasury stock method: Options 14 - - - Price range of options: from $ 11.69 $ - $ - $ - Price range of options: to $ 11.78 $ - $ - $ - RSUs with service conditions 157 - 101 - RSUs excluded with service and market conditions as market conditions not met 267 478 267 478 RSUs excluded with service and performance conditions as performance conditions not met - 21 - 21 Perpetual cumulative convertible preferred stock treated as anti-dilutive under the as if method 2,017 - 2,017 1,934 Excluded shares as anti-dilutive when reporting a net loss - - 974 - |
FAIR VALUE OF FINANCIAL INSTR27
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures Abstract | |
Schedule of recurring fair value measurements | Fair Value Measurements At Reporting Date September 30, December 31, Description 2017 2016 (amounts in thousands) Liabilities Deferred compensation - Level 1 (1) $ 12,097 $ 10,875 |
Schedule Of Carrying Value Of Financial Instruments | September 30, December 31, 2017 2016 Carrying Fair Carrying Fair Value Value Value Value (amounts in thousands) Term B Loan (1) $ 458,000 $ 459,718 $ 480,000 $ 487,200 Revolver (2) $ 22,500 $ 22,500 $ - $ - Other debt (3) $ 74 $ 87 |
Schedule of Cost Method Investments Table Text Block | Cost-Method Investments Carrying Amount September 30, December 31, 2017 2016 (amounts in thousands) Investment balance before cumulative other than temporary impairment as of January 1, $ 255 $ 255 Accumulated other than temporary impairment as of January 1, - - Investment beginning balance after cumulative other than temporary impairment as of January 1, 255 255 Acquisition of interest in a privately held company 9,700 - Ending period balance $ 9,955 $ 255 |
ACQUISITIONS, DIVESTITURES AND
ACQUISITIONS, DIVESTITURES AND PRO FORMA SUMMARY (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of merger and acquisition costs | Nine Months Ended September 30, 2017 2016 (amounts in thousands) Merger and acquisition costs $ 24,925 $ 670 Three Months Ended September 30, 2017 2016 (amounts in thousands) Merger and acquisition costs $ 8,825 $ 670 |
Schedule of unaudited pro forma summary of financial information | Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 (amounts in thousands except share and per share data) Actual Pro Forma Pro Forma Pro Forma Net revenues $ 122,299 $ 125,441 $ 346,270 $ 351,697 Net income (loss) available to the Company $ 4,100 $ 11,364 $ 1,516 $ 23,946 Net income (loss) available to common shareholders $ 3,437 $ 10,838 $ (247) $ 22,595 Net income (loss) available to common shareholders per common share - basic $ 0.09 $ 0.28 $ (0.01) $ 0.59 Net income (loss) available to common shareholders per common share - diluted $ 0.09 $ 0.27 $ (0.01) $ 0.57 Weighted shares outstanding basic 38,954,788 38,484,578 38,947,533 38,457,061 Weighted shares outstanding diluted 39,727,976 41,433,200 38,947,533 39,373,988 Conversion of preferred stock for dilutive purposes under the as if method anti-dilutive dilutive anti-dilutive anti-dilutive |
ScheduleOfRestructuringReserveByTypeOfCostTextBlock | Nine Months Year Ended Ended September 30, December 31, 2017 2016 (amounts in thousands) Restructuring charges and lease abandonment costs, beginning balance $ 650 $ 1,686 Additions through accruals - - Deductions through payments (56) (1,036) Lease abandonment costs unpaid and outstanding 594 650 Less lease abandonment costs over a long-term period (521) (576) Lease abandonment costs over a short-term period $ 73 $ 74 |
Charlotte [Member] | |
Acquisition [Line Items] | |
Schedule Of Acquisition Valuation [Table Text Block] | January 6, Useful Lives In Years Description 2017 From To (amounts in thousands) Assets Land $ 2,539 non-depreciating Buildings 217 15 25 Equipment 4,569 3 40 Total property plant and equipment 7,325 Deferred tax asset 287 life of underlying asset Radio broadcasting licenses and goodwill 17,384 non-amortizing Total assets 24,996 Liabilities Unfavorable lease liabilities 735 over remaining lease life Deferred tax liability 261 life of underlying liability Total liabilities 996 Net assets $ 24,000 |
ASSETS HELD FOR SALE (Tables)
ASSETS HELD FOR SALE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property Plant And Equipment Assets Held For Sale Disclosure [Abstract] | |
Disclosure Of Long Lived Assets Held For Sale [Text Block] | Assets Held For Sale September 30, 2017 (amounts in thousands) Land and land improvements $ 2,820 Building 8 Equipment 1,206 Gross property and equipment 4,034 Accumulated Depreciation (822) Net property and equipment 3,212 Radio broadcasting licenses 54,551 Accumulated Amortization (33) Net radio broadcasting licenses 54,518 Other intangibles 3 Goodwill 266 Total intangibles 54,787 Assets held for sale 57,999 Net assets held for sale $ 57,999 |
BASIS OF PRESENTATION AND ORG30
BASIS OF PRESENTATION AND ORGANIZATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||
Sep. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 01, 2017 | |
Organization Consolidation And Presentation Of Financial Statements Abstract | |||||||||||||||
CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 5,112 | ||||||||||||||
NewAccountingPronouncementOrChangeInAccountingPrincipleRetrospectiveAdjustmentsAbstract | |||||||||||||||
Cumulative Effect Adj- Modified Retrospective - Gross Impact on Accum Deficit | 4,900 | ||||||||||||||
Cumulative Effect Adj - Modified Retrospective - Net Impact on Accumulated Deficit | $ 4,600 | ||||||||||||||
Cumulative Effect Adj - Modified Retrospective - Tax Impact on Accum Deficit | $ 300 | ||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Sales Revenue, Net | $ 122,299 | $ 99,001 | $ 124,550 | $ 121,641 | $ 121,571 | $ 97,009 | $ 118,614 | $ 115,536 | $ 101,322 | $ 79,009 | 346,270 | $ 340,221 | $ 464,771 | $ 414,481 | |
Operating Costs and Expenses | $ 87,853 | 77,166 | 82,828 | 84,089 | 83,732 | 72,621 | 78,013 | 82,115 | 70,730 | 59,956 | $ 256,022 | $ 240,442 | 323,270 | 290,814 | |
As Previously Reported [Member] | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Sales Revenue, Net | 97,452 | 123,207 | 120,457 | 120,478 | 96,103 | 117,704 | 114,662 | 100,592 | 78,420 | 460,245 | 411,378 | ||||
Operating Costs and Expenses | 75,617 | 81,485 | 82,905 | 82,639 | 71,715 | 77,103 | 81,241 | 70,000 | 59,367 | 318,744 | 287,711 | ||||
Adjustment [Member] | |||||||||||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||||||||||||||
Sales Revenue, Net | 1,549 | 1,343 | 1,184 | 1,093 | 906 | 910 | 874 | 730 | 589 | 4,526 | 3,103 | ||||
Operating Costs and Expenses | $ 1,549 | $ 1,343 | $ 1,184 | $ 1,093 | $ 906 | $ 910 | $ 874 | $ 730 | $ 589 | $ 4,526 | $ 3,103 |
INTANGIBLE ASSETS AND GOODWIL31
INTANGIBLE ASSETS AND GOODWILL (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017USD ($)number | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Changes in broadcasting licenses [Line Items] | |||
Beginning of period balance | $ 823,195 | $ 807,381 | |
Consolidation of a VIE | (15,738) | 15,738 | |
Acquisition of radio stations | 17,174 | 0 | |
Assets held for sale | (54,518) | 0 | |
Deconsolidation of a subsidiary | 0 | (36) | |
Acquisition - other | 0 | 112 | |
Dispositions | (13,500) | 0 | |
Indefinitelived Intangible Assets Acquired Through Exchange | 0 | 0 | |
Ending period balance | $ 756,613 | 823,195 | |
Market approach for step one goodwill analysis [Abstract] | |||
Income model years used for the discounted cash flow approach | number | 10 | ||
Changes in goodwill [Roll Forward] | |||
Goodwill before cumulative loss on impairment | 158,333 | $ 158,244 | |
Accumulated loss on impairment | (125,615) | $ (125,615) | |
Beginning balance after cumulative loss on impairment | $ 32,718 | 32,629 | |
Loss on impairment during the year | (441) | 0 | |
Acquisition | 43 | 0 | |
Dispositions | 0 | (3) | |
Assets held for sale | (266) | 0 | |
Deconsolidation of a subsidiary | 0 | 0 | |
Goodwill Acquired Through Exchange | 0 | 0 | |
Adjustments to acquired goodwill | 0 | 92 | |
Ending balance | $ 32,054 | $ 32,718 |
OTHER CURRENT AND LONG-TERM L32
OTHER CURRENT AND LONG-TERM LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Accrued compensation | $ 9,628 | $ 8,059 |
Accounts receivable credits | 2,590 | 3,571 |
Advertiser obligations | 2,540 | 1,102 |
Accrued interest payable | 1,828 | 3,587 |
Other | 4,637 | 3,284 |
Total other current liabilities | $ 21,223 | $ 19,603 |
LONG-TERM DEBT LIABILITIES (Det
LONG-TERM DEBT LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Nov. 01, 2016 |
Debt Instrument [Line Items] | |||
New Credit Facility | $ 458,000 | $ 540,000 | |
Total | 480,574 | $ 480,087 | |
Current amount of long-term debt | (3,618) | (4,817) | |
Total long-term debt | 470,923 | 467,651 | |
Outstanding standby letter of credit | 700 | 670 | |
Capital Lease Obligations | |||
Debt Instrument [Line Items] | |||
Other | 74 | 87 | |
Total Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
New Credit Facility | 480,500 | 480,000 | |
Deferred Financing Costs [Member] | |||
Debt Instrument [Line Items] | |||
Total | (6,033) | (7,619) | |
New Revolver due November 1, 2021 | |||
Debt Instrument [Line Items] | |||
New Credit Facility | 22,500 | 0 | 60,000 |
New Term B Loan due November 1, 2023 | |||
Debt Instrument [Line Items] | |||
New Credit Facility | $ 458,000 | $ 480,000 | $ 480,000 |
LONG-TERM DEBT LIABILITIES - Se
LONG-TERM DEBT LIABILITIES - Senior Debt (Details) $ in Millions | Sep. 30, 2017USD ($) | Nov. 01, 2016USD ($) |
Debt Instrument [Line Items] | ||
Undrawn amount of the Revolver | $ 36.8 | |
Consolidated Leverage Ratio | 4.9 | |
Consolidated Interest Coverage Ratio | 3.8 | |
New Credit Facility, Amount Outstanding | $ 458 | $ 540 |
Additional Tranche - CBS Radio Facility | $ 500 | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Consolidated Interest Coverage Ratio | 2 | |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Consolidated Leverage Ratio | 5 | |
AdditionalTrancheCbsRadioFacility [Member] | ||
Debt Instrument [Line Items] | ||
Mandatory Prepayment Percentage | 1.00% | |
AdditionalTrancheCbsRadioFacility [Member] | Libor Rate Plus | ||
Debt Instrument [Line Items] | ||
Variable rate plus fees | 2.75% |
LONG-TERM DEBT LIABILITIES - 35
LONG-TERM DEBT LIABILITIES - Senior Unsecured Debt (Details) - Senior Unsecured Debt $ in Millions | Dec. 31, 2011USD ($) |
Debt Instrument [Line Items] | |
Senior Notes | $ 220 |
Debt Instrument, Interest Rate, Stated Percentage | 10.50% |
LONG-TERM DEBT LIABILITIES - De
LONG-TERM DEBT LIABILITIES - Debt Extinguishment and Net Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net Interest Expense | ||||
Interest expense | $ 5,920 | $ 8,324 | $ 16,913 | $ 25,382 |
Amortization of deferred financing costs | 586 | 611 | 1,752 | 1,929 |
Amortization of original issue discount of senior notes | 0 | 96 | 0 | 280 |
Interest expense on interest rate hedging agreements | 0 | 0 | ||
Interest income and other investment income | (30) | (17) | (79) | (38) |
Total net interest expense | $ 6,476 | $ 9,014 | 18,586 | 27,553 |
Extinguishment of Debt [Line Items] | ||||
Gains (Losses) on Extinguishment of Debt | $ 0 | $ 0 |
LONG-TERM DEBT LIABILITIES - Ma
LONG-TERM DEBT LIABILITIES - Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Aggregate Principal Maturities [Line Items] | ||
Total | $ 480,574 | $ 480,087 |
SHAREHOLDER'S EQUITY (Details)
SHAREHOLDER'S EQUITY (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Aug. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Dividends And Shares Activitiy [Line Items] | ||||||||
Dvidend Equivalent liability - short term | $ 446 | $ 446 | $ 260 | |||||
Dvidend Equivalent liability - long term | 637 | 637 | 348 | |||||
Total Dividend Equivalent Liability | 1,083 | 1,083 | 608 | |||||
Dividend payments | $ 2,900 | 16,550 | $ 5,772 | |||||
Amount recorded as financing activity | (2,546) | (2,205) | (2,268) | |||||
Dividends paid on preferred stock | $ 1,650 | 1,788 | ||||||
Employee stock purchase plan, authorized shares | 1,000 | 1,000 | ||||||
Stock Issued During Period Value Employee Stock Purchase Plan | $ 182 | $ 379 | ||||||
Total Non cash compensation expense recognized | $ 1,032 | $ 754 | $ 3,101 | 3,023 | $ 2,594 | |||
Espp Shares Market Value | 85.00% | 85.00% | ||||||
Espp Share Discount | 15.00% | 15.00% | ||||||
Dividends Paid on Common Stock - Special Dividend | $ 7,800 | |||||||
PaymentsOfDividendsAbstract | ||||||||
Payments of Dividends, Common Stock | $ 2,900 | 16,550 | 5,772 | |||||
PaymentsOfDividendsPreferredStockAndPreferenceStock | 1,650 | $ 1,238 | ||||||
Share Repurchase Program | ||||||||
Treasury Stock Line Items | ||||||||
Stock Repurchase Prgram Authorized Amount | $ 100,000 | 100,000 | ||||||
Equity impact of cost of treasury stock purchased during period - Cost | $ 30,000 | |||||||
Dividends | ||||||||
Dividends And Shares Activitiy [Line Items] | ||||||||
CommonStockDividendsPerShareDeclared | $ 0.2 | $ 0.09 | $ 0.3 | |||||
Dividend payments | $ 12,100 | |||||||
Dividend Payments No Pro Forma Effect | 3,000 | |||||||
PaymentsOfDividendsAbstract | ||||||||
Payments of Dividends, Common Stock | $ 12,100 | |||||||
ESPP [Member] | ||||||||
Dividends And Shares Activitiy [Line Items] | ||||||||
Stock Issued During Period Shares Employee Stock Purchase Plans | 15 | 18 | 0 | |||||
Total Non cash compensation expense recognized | $ 32 | $ 34 | $ 0 |
SHARE-BASED COMPENSATION - Equi
SHARE-BASED COMPENSATION - Equity Compensation Plan and RSU Acitivity (Details) | 9 Months Ended |
Sep. 30, 2017shares | |
Restricted Stock Unit Activity [Abstract] | |
RSUs issued | 206,603 |
RSUs forfeited | (22,623) |
RSUs vested and released | 468,153 |
SHARE-BASED COMPENSATION - RSU
SHARE-BASED COMPENSATION - RSU Activity - Summary of Change (Details) | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Number of Restricted Stock Units [Roll Forward] | |
RSUs beginning | 2,074,794 |
RSUs awarded | 206,603 |
RSUs released | (468,153) |
RSUs forfeited | (22,623) |
RSUs ending | 1,790,621 |
Weighted Average Purchase Price RSUs | $ / shares | $ 0 |
Weighted Average Remaining Contractual Term (Years) RSUs | 1 year 2 months 12 days |
Aggregate Intrinsic Value RSUs | $ | $ 20,413,079 |
Number of RSUs vested and expected to vest | 1,790,621 |
Weighted Average Purchase Price of RSUs vested and expected to vest | $ / shares | $ 0 |
Weighted Average Remaining Contractual Term (Years) of RUSs vested and expected to vest | 1 year 2 months 12 days |
Aggregate Intrinsic Value RSUs vested and expected to vest | $ | $ 20,413,079 |
Number of RSUs exercisable | 48,880 |
Weighted Average Purchase Price of RUSs exercisable | $ / shares | $ 0 |
Weighted Average Remaining Contractual Term (Years) of RUSs exercisable | 0 years |
Aggregate Intrinsic Value RSUs exercisable | $ | $ 557,232 |
Weighted average remaining recognition period in years | 1 year 10 months 24 days |
Unamortized compensation expense, net of estimated forfeitures | $ | $ 8,259,906 |
SHARE-BASED COMPENSATION - RSUs
SHARE-BASED COMPENSATION - RSUs with Market Conditions (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation Restricted Stock Units With Market Conditions [Line Items] | ||
RSUs issued | 206,603 | |
Reconciliation Of RSUs With Market Conditions [Abstract] | ||
RSUs beginning | 2,074,794 | |
Number of RSUs granted | 206,603 | |
Number of RSUs forfeited | (22,623) | |
Number of RSUs vested | (468,153) | |
RSUs ending | 1,790,621 | 2,074,794 |
Net RSUs increase (decrease) to APIC | $ 4,629 | $ 6,539 |
Restricted Stock Units With Market Conditions [Member] | ||
Share-based Compensation Restricted Stock Units With Market Conditions [Line Items] | ||
RSUs issued | 0 | 470,000 |
Reconciliation Of RSUs With Market Conditions [Abstract] | ||
RSUs beginning | 630,000 | 390,000 |
Number of RSUs granted | 0 | 470,000 |
Number of RSUs forfeited | 0 | 0 |
Number of RSUs vested | (50,000) | (230,000) |
RSUs ending | 580,000 | 630,000 |
Fair value of each RSU issued with market conditions | $ 0 | $ 7.34 |
Restricted Stock Units With Market Conditions [Member] | Maximum [Member] | ||
Reconciliation Of RSUs With Market Conditions [Abstract] | ||
RSUs beginning | 0 | |
RSUs ending | 0 | |
Restricted Stock Units With Performance Conditions [Member] | ||
Share-based Compensation Restricted Stock Units With Market Conditions [Line Items] | ||
RSUs issued | 0 | 0 |
Reconciliation Of RSUs With Market Conditions [Abstract] | ||
RSUs beginning | 0 | 29,000 |
Number of RSUs granted | 0 | 0 |
Number of RSUs forfeited | 0 | (29,000) |
Number of RSUs vested | 0 | 0 |
RSUs ending | 0 | 0 |
Fair value of each RSU issued with market conditions | $ 0 | $ 0 |
SHARE-BASED COMPENSATION - Othe
SHARE-BASED COMPENSATION - Other Options Disclosures (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Other Options Disclosures [Line Items] | ||
Intrinsic value of options exercised | $ 58 | $ 325 |
Tax benefit from options exercised, before impact of valuation allowance | 23 | 125 |
Cash received from exercise price of options exercised | $ 22 | $ 39 |
SHARE-BASED COMPENSATION - Opti
SHARE-BASED COMPENSATION - Options Activity (Details) | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Options activity [Roll Forward] | |
Options beginning | 329,562 |
Options granted | 0 |
Options exercised | (6,500) |
Options forfeited | 0 |
Options expired | (500) |
Options ending | 322,562 |
Weighted average exercise price - beginning | $ / shares | $ 1.91 |
Weighted average exercise price - options exercised | $ / shares | 3.37 |
Weighted average exercise price - options forfeited | $ / shares | 0 |
Weighted average exercise price - options expired | $ / shares | 9.1 |
Weighted average exercise price - ending | $ / shares | $ 1.87 |
Weighted Average Remaining Contractual Term (Years) Options | 1 year 3 months 18 days |
Intrinsic Value Options | $ | $ 3,077,559 |
Options vested and expected to vest | 322,562 |
Options vested and exercisable | 322,562 |
Weighted average exercise price options vested and expected to vest | $ / shares | $ 1.87 |
Weighted average exercise price options vested and exerciable | $ / shares | $ 1.87 |
Weighted average remaining contractual period (Years) options vested and expected to vest | 1 year 3 months 18 days |
Weighted average remaining contractual period (years) options vested and exercisable | 1 year 3 months 18 days |
Intrinsic value options vested and expected to vest | $ | $ 3,077,559 |
Intrinsic value options vested and exercisable | $ | $ 3,077,559 |
Weighted average remaining recognition period in years | 0 years |
Unamortized compensation expense, net of estimated forfeitures | $ | $ 0 |
SHARE-BASED COMPENSATION - Valu
SHARE-BASED COMPENSATION - Valuation Method (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Valuation Methodology [Abstract] | ||
Expected volatility factor (%) - Minimum | 0.00% | 35.00% |
Expected volatility factor (%) - Maximum | 0.00% | 45.00% |
Risk-free interest rate (%) - Minimum | 0.00% | 0.40% |
Risk-free interest rate (%) - Maximum | 0.00% | 1.10% |
Expected dividend yield (%) | 30.00% | 30.00% |
SHARE-BASED COMPENSATION - Ot45
SHARE-BASED COMPENSATION - Other Award Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | |
Significant ranges of outstanding and exercisable options [Line Items] | ||||||
Number of options outstanding | 322,562 | 322,562 | 329,562 | |||
Weighted average remaining contractual life options outstanding | 1 year 3 months 18 days | |||||
Weighted average exercise price options outstanding | $ 1.87 | $ 1.87 | $ 1.91 | |||
Number of options exercisable | 322,562 | 322,562 | ||||
Weighted average exercise price options exercisable | $ 1.87 | $ 1.87 | ||||
Recognized Non-Cash Compensation Expense [Line Items] | ||||||
Total Non cash compensation expense recognized | $ 1,032 | $ 754 | $ 3,101 | $ 3,023 | $ 2,594 | |
Exercise prices from 1.34 to 1.34 | ||||||
Significant ranges of outstanding and exercisable options [Line Items] | ||||||
Number of options outstanding | 300,437 | 300,437 | ||||
Weighted average remaining contractual life options outstanding | 1 year 4 months 24 days | |||||
Weighted average exercise price options outstanding | $ 1.34 | $ 1.34 | ||||
Number of options exercisable | 300,437 | 300,437 | ||||
Weighted average exercise price options exercisable | $ 1.34 | $ 1.34 | ||||
Exercise prices from 2.02 to 11.78 | ||||||
Significant ranges of outstanding and exercisable options [Line Items] | ||||||
Number of options outstanding | 22,125 | 22,125 | ||||
Weighted average remaining contractual life options outstanding | 1 year | |||||
Weighted average exercise price options outstanding | $ 9.08 | $ 9.08 | ||||
Number of options exercisable | 22,125 | 22,125 | ||||
Weighted average exercise price options exercisable | $ 9.08 | $ 9.08 | ||||
Station operating expenses [Member] | ||||||
Recognized Non-Cash Compensation Expense [Line Items] | ||||||
Total Non cash compensation expense recognized | $ 360 | 372 | $ 937 | 962 | 880 | |
Corporate general and administrative expenses [Member] | ||||||
Recognized Non-Cash Compensation Expense [Line Items] | ||||||
Total Non cash compensation expense recognized | 1,197 | 1,270 | 3,692 | 3,698 | 3,216 | |
Stock-based compensation expense included in operating expenses [Member] | ||||||
Recognized Non-Cash Compensation Expense [Line Items] | ||||||
Total Non cash compensation expense recognized | 1,557 | 1,642 | 4,629 | 4,660 | 4,096 | |
Income tax benefit (net of a fully reserved valuation allowance for prior year) [Member] | ||||||
Recognized Non-Cash Compensation Expense [Line Items] | ||||||
Total Non cash compensation expense recognized | $ 525 | $ 888 | $ 1,528 | $ 1,637 | $ 1,502 |
NET INCOME PER COMMON SHARE (De
NET INCOME PER COMMON SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Impact Of Equity Awards [Line Items] | |||||
Excluded shares as anti-dilutive when reporting loss | 0 | 0 | 974 | 0 | |
Earnings Per Share, Basic and Diluted [Abstract] | |||||
Net Income (Loss) Attributable to Parent | $ 4,100 | $ 11,420 | $ 1,184 | $ 26,666 | $ 38,065 |
Preferred stock dividend | 663 | 526 | 1,763 | 1,351 | |
Net Income (Loss) Available to Common Stockholders, Basic | $ 3,437 | $ 10,894 | $ (579) | $ 25,315 | |
Weighted Average Number Of Shares Outstanding Basic | 38,954,788 | 38,484,578 | 38,947,533 | 38,457,061 | |
Earnings Per Share Basic | $ 0.09 | $ 0.28 | $ (0.01) | $ 0.66 | |
Incremental Common Shares Attributable to Share-based Payment Arrangements | 773,000 | 1,014,000 | 0 | 917,000 | |
Weighted Average Number Of Diluted Shares Outstanding | 39,727,976 | 41,433,200 | 38,947,533 | 39,373,988 | |
Earnings Per Share Diluted | $ 0.09 | $ 0.28 | $ (0.01) | $ 0.64 | |
Preferred stock under if converted method | 0 | 1,934,000 | 0 | 0 | |
Restricted Stock Units Service Conditions [Member] | |||||
Impact Of Equity Awards [Line Items] | |||||
Excluded shares as anti-dilutive under the treasury stock method | 157,000 | 0 | 101,000 | 0 | |
Restricted Stock Units Service And Performance Conditions But Performance Not Met [Member] | |||||
Impact Of Equity Awards [Line Items] | |||||
Excluded shares as anti-dilutive under the treasury stock method | 0 | 21,000 | 0 | 21,000 | |
Perpetual Cumulative Convertible Preferred Stock [Member] | |||||
Impact Of Equity Awards [Line Items] | |||||
Excluded shares as anti-dilutive under the treasury stock method | 2,017,000 | 0 | 2,017,000 | 1,934,000 | |
Options Activity [Member] | |||||
Impact Of Equity Awards [Line Items] | |||||
Excluded shares as anti-dilutive under the treasury stock method | 14,000 | 0 | 0 | 0 | |
Price range of option: from | $ 11.69 | $ 0 | $ 0 | $ 0 | |
Price range of option: to | $ 11.78 | $ 0 | $ 0 | $ 0 | |
Restricted Stock Units Activity [Member] | Restricted Stock Units Service And Market Conditions But Market Not Met [Member] | |||||
Impact Of Equity Awards [Line Items] | |||||
Excluded shares as anti-dilutive under the treasury stock method | 267,000 | 478,000 | 267,000 | 478,000 |
INCOME TAXES - Expected And Rep
INCOME TAXES - Expected And Reported Income Taxes (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract] | ||||
Income taxes (benefit) | $ 2,909 | $ 7,553 | $ (4,921) | $ 16,097 |
Effective income tax rate | 41.50% | 39.80% | 131.70% | 37.60% |
Impairment loss | $ 0 | $ 0 | $ 441 | $ 62 |
IncomeTaxExpenseBenefitIntraperiodTaxAllocation | $ 800 |
INCOME TAXES - Expense (Benefit
INCOME TAXES - Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Deferred: | ||||
Total deferred | $ (4,921) | $ 16,097 | ||
Income taxes (benefit) | $ 2,909 | $ 7,553 | $ (4,921) | $ 16,097 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Deferred tax liabilities: | ||
Deferred Tax Assets (Liabilities), Net | $ 82.7 | $ 92.9 |
FAIR VALUE OF FINANCIAL INSTR50
FAIR VALUE OF FINANCIAL INSTRUMENTS - Recurring basis (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Inputs, Level 1 [Member] | ||
Liabilities | ||
Deferred Compensation | $ 12,097 | $ 10,875 |
FAIR VALUE OF FINANCIAL INSTR51
FAIR VALUE OF FINANCIAL INSTRUMENTS - Non-Recurring basis (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Goodwill, Impairment Loss | $ 441 | $ 0 |
FAIR VALUE OF FINANCIAL INSTR52
FAIR VALUE OF FINANCIAL INSTRUMENTS - Carrying Value (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Schedule of Cost-method Investments Line Items | ||
Original Cost | $ 255 | $ 255 |
Other Than Temporary Impairment | 0 | 0 |
Carrying Amount Not Evaluated for Impairment | 255 | 255 |
Payments to Acquire Restricted Investments | 9,700 | 0 |
Cost Method Invetsment, after adjustments | 9,955 | 255 |
Finance Method Lease Obligations | ||
Fair Value Of Instruments [Line Items] | ||
Carrying value of debt | 74 | 87 |
Letter of credit | ||
Fair Value Of Instruments [Line Items] | ||
Carrying value of debt | 0 | 0 |
New Term B Loan [Member] | ||
Fair Value Of Instruments [Line Items] | ||
Carrying value of debt | 458,000 | 480,000 |
Fair value of debt | 459,718 | 487,200 |
New Revolver [Member] | ||
Fair Value Of Instruments [Line Items] | ||
Carrying value of debt | 22,500 | 0 |
Fair value of debt | $ 22,500 | $ 0 |
ASSETS HELD FOR SALE (Details)
ASSETS HELD FOR SALE (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Assets Held-for-sale, at Carrying Value1 [Abstract] | |||
ProceedsFromSaleOfLandHeldForUse | $ 3,300 | ||
GainLossOnSaleOfProperties | 300 | ||
Fees and Commissions to broker | 200 | ||
Summary of the categories of property and equipment | |||
Property Plant And Equipment Net | 67,432 | $ 63,375 | |
IntangibleAssetsGrossExcludingGoodwillAbstract | |||
Indefinite-lived Intangible Assets | 756,613 | 823,195 | $ 807,381 |
Goodwill | 32,054 | $ 32,718 | $ 32,629 |
IntangibleAssetsNetIncludingGoodwill | 54,787 | ||
Land and Land Improvements [Member] | |||
Summary of the categories of property and equipment | |||
Property, Plant and Equipment, Gross | 2,820 | ||
Building [Member] | |||
Summary of the categories of property and equipment | |||
Property, Plant and Equipment, Gross | 8 | ||
Equipment [Member] | |||
Summary of the categories of property and equipment | |||
Property, Plant and Equipment, Gross | 1,206 | ||
Radio Broadcasting Licences [Member] | |||
IntangibleAssetsGrossExcludingGoodwillAbstract | |||
Indefinite-lived Intangible Assets | 54,518 | ||
Radio broadcasting licenses | 54,551 | ||
Accumulated Amortization of Radio Broadcasting Licenses | (33) | ||
Total Assets | |||
IntangibleAssetsGrossExcludingGoodwillAbstract | |||
Assets Held for Sale | 57,999 | ||
Net Assets Held for Sale | 57,999 | ||
PropertyPlantAndEquipmentMember | |||
Summary of the categories of property and equipment | |||
Property, Plant and Equipment, Gross | 4,034 | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 822 | ||
Property Plant And Equipment Net | 3,212 | ||
EMF Sale [Member] | |||
Assets Held-for-sale, at Carrying Value1 [Abstract] | |||
ProceedsFromDivestitureOfBusinesses | 57,800 | ||
IntangibleAssetsGrossExcludingGoodwillAbstract | |||
ProceedsFromDivestitureOfBusinesses | 57,800 | ||
Gain Loss On Sale Of Business | 2,600 | ||
Other Intangibles | |||
IntangibleAssetsGrossExcludingGoodwillAbstract | |||
OtherIntangibleAssetsNet | 3 | ||
Goodwill [Member] | |||
IntangibleAssetsGrossExcludingGoodwillAbstract | |||
Goodwill | $ 266 |
ACQUISITIONS, DIVESTITURES AN54
ACQUISITIONS, DIVESTITURES AND PRO FORMA SUMMARY (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 06, 2017 | |
Acquisition [Line Items] | |||||||
Payments to Acquire Businesses, Gross | $ 24,000 | $ 92 | |||||
Purchase price allocation [Abstract] | |||||||
Total intangible assets | 17,174 | $ 0 | |||||
Property Plant And Equipment Net | $ 67,432 | 67,432 | $ 63,375 | ||||
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract] | |||||||
Merger and acquisition costs | 24,925 | $ 670 | 24,925 | 670 | $ 6,836 | ||
Merger and acquisition costs and restructuring charges | 8,825 | 670 | 24,925 | 670 | |||
Restructuring Charges | 0 | 0 | 0 | ||||
Unaudited Pro Forma Summary Of Financial Information | |||||||
Net revenues | 122,299 | 125,441 | 346,270 | 351,697 | |||
Net income | $ 4,100 | $ 11,364 | $ 1,516 | $ 23,946 | |||
Net income per common share - basic | $ 0.09 | $ 0.28 | $ (0.01) | $ 0.59 | |||
Net income per common share - diluted | $ 0.09 | $ 0.27 | $ (0.01) | $ 0.57 | |||
Net income, available to common shareholders | $ 3,437 | $ 10,838 | $ (247) | $ 22,595 | |||
CBS Ownership Percentage Post Merger | 72.00% | 72.00% | |||||
CBS Radio Total Consideration | $ 1,160,000 | $ 1,160,000 | |||||
ETM Share Price on Reporting Date | $ 11.45 | $ 11.45 | |||||
Radio New Common Stock Issued by CBS Radio | 101,407,494 | ||||||
Par Value - Radio Series 1 Common Stock | $ 0.01 | $ 0.01 | |||||
Adjustment [Member] | |||||||
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract] | |||||||
Restructuring Charges | $ 0 | 0 | 0 | ||||
Lease abandonment expense [Member] | |||||||
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract] | |||||||
Restructuring Charges | 0 | ||||||
Lease abandonment expense [Member] | Adjustment [Member] | |||||||
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract] | |||||||
Restructuring Charges | 0 | 0 | 0 | ||||
Cost Of Terminating Contracts [Member] | |||||||
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract] | |||||||
Restructuring Charges | 0 | ||||||
Cost Of Terminating Contracts [Member] | Adjustment [Member] | |||||||
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract] | |||||||
Restructuring Charges | 0 | 0 | 0 | ||||
One Time Termination Expenses [Member] | |||||||
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract] | |||||||
Restructuring Charges | 0 | ||||||
One Time Termination Expenses [Member] | Adjustment [Member] | |||||||
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract] | |||||||
Restructuring Charges | 0 | 0 | $ 0 | ||||
LFM [Member] | |||||||
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract] | |||||||
Merger and acquisition costs and restructuring charges | 24,925 | 670 | |||||
KRWZAM [Member] | |||||||
Unaudited Pro Forma Summary Of Financial Information | |||||||
Expected gain on sale of station | 300 | ||||||
ProceedsFromDivestitureOfBusinesses | $ 3,800 | ||||||
Charlotte [Member] | |||||||
Acquisition [Line Items] | |||||||
Payments to Acquire Businesses, Gross | $ 24,000 | ||||||
Purchase price allocation [Abstract] | |||||||
Total assets | $ 24,996 | ||||||
Net assets acquired | 24,000 | ||||||
Total liabilities acquired | 996 | ||||||
Property, Plant and Equipment, Gross | 7,325 | ||||||
Unaudited Pro Forma Summary Of Financial Information | |||||||
Discount Rates | 9.00% | ||||||
Charlotte [Member] | Minimum [Member] | |||||||
Unaudited Pro Forma Summary Of Financial Information | |||||||
Fair Value Inputs Long Term Revenue Growth Rate | 1.00% | ||||||
Charlotte [Member] | Unfavorable lease liability [Member] | |||||||
Purchase price allocation [Abstract] | |||||||
Total current liabilities | 735 | ||||||
Charlotte [Member] | OtherNoncurrentLiabilitiesMember | |||||||
Purchase price allocation [Abstract] | |||||||
Other long-term liabilities | 261 | ||||||
Charlotte [Member] | Equipment [Member] | |||||||
Purchase price allocation [Abstract] | |||||||
Total tangible assets | $ 4,569 | ||||||
Charlotte [Member] | Equipment [Member] | Maximum [Member] | |||||||
Purchase price allocation [Abstract] | |||||||
Tangible assets amortization period | 40 years | ||||||
Charlotte [Member] | Equipment [Member] | Minimum [Member] | |||||||
Purchase price allocation [Abstract] | |||||||
Tangible assets amortization period | 3 years | ||||||
Charlotte [Member] | Land [Member] | |||||||
Purchase price allocation [Abstract] | |||||||
Total tangible assets | $ 2,539 | ||||||
Charlotte [Member] | Building [Member] | |||||||
Purchase price allocation [Abstract] | |||||||
Total tangible assets | $ 217 | ||||||
Charlotte [Member] | Building [Member] | Maximum [Member] | |||||||
Purchase price allocation [Abstract] | |||||||
Tangible assets amortization period | 25 years | ||||||
Charlotte [Member] | Building [Member] | Minimum [Member] | |||||||
Purchase price allocation [Abstract] | |||||||
Tangible assets amortization period | 15 years | ||||||
Charlotte [Member] | Radio Broadcasting Licences [Member] | |||||||
Purchase price allocation [Abstract] | |||||||
Total intangible assets | $ 17,384 | ||||||
Charlotte [Member] | Other Noncurrent Assets [Member] | |||||||
Purchase price allocation [Abstract] | |||||||
Intangible assets non amortizable | $ 287 | ||||||
CBS Radio [Member] | |||||||
Unaudited Pro Forma Summary Of Financial Information | |||||||
Shares Issued Pursuant to Acquisition | 101,407,494 | ||||||
ETM Ownership Percentage Post Merger | 28.00% | 28.00% | |||||
Beasley Transatcion - CBS Radio Merger | |||||||
Unaudited Pro Forma Summary Of Financial Information | |||||||
Cash Acquired in Excess of Payments to Acquire Business | $ 12,000 |
BUSINESS COMBINATIONS - Accrued
BUSINESS COMBINATIONS - Accrued Restructuring (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Restructuring Reserve [Abstract] | ||
Restructuring charges, beginning balance | $ 650 | $ 1,686 |
IncreaseDecreaseInRestructuringReserve | 0 | 0 |
PaymentsForRestructuring | (56) | (1,036) |
Restructuring charges, ending balance | 594 | 650 |
RestructuringReserveNoncurrent | (521) | (576) |
Restructuring Reserve Current | $ 73 | $ 74 |
PERPETUAL CUMULATIVE CONVERTIBA
PERPETUAL CUMULATIVE CONVERTIBALE PREFERRED STOCK (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Preferred Stock Carrying Value [Abstract] | |
Perpetual Convertible Preferred Stock, Value, Issued | $ 27,732 |
CONTINGENCIES AND COMMITMENTS57
CONTINGENCIES AND COMMITMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | |
Commitments And Contingencies Disclosure Abstract | |||
Letter of credit requirement | $ 700 | $ 670 | |
Proceeds from legal settlements | $ 2,300 | ||
Contract Termination Fee | $ 30,000 |
Uncategorized Items - etm-20170
Label | Element | Value |
Common Class A [Member] | ||
CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 0 |
Retained Earnings [Member] | ||
CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 4,578,000 |
Additional Paid In Capital [Member] | ||
CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 534,000 |
Common Class B [Member] | ||
CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 0 |