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CONTINGENCIES, GUARANTOR ARRANGEMENTS AND COMMITMENTS (Block) | 12 Months Ended
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Dec. 31, 2011
Commitments And Contingencies Disclosure Abstract |
Commitments And Contingencies Disclosure Text Block | 19. CONTINGENCIES, GUARANTOR ARRANGEMENTS AND COMMITMENTS Contingencies The Company is subject to various outstanding claims which arise in the ordinary course of business and to other legal proceedings. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company's financial position, results of operations or cash flows. Insurance The Company uses a combination of insurance and self-insurance mechanisms to mitigate the potential liabilities for workers' compensation, general liability, property, directors' and officers' liability, vehicle liability and employee health care benefits. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering claims experience, demographic factors, severity factors, outside expertise and other actuarial assumptions. Under one of these policies, the Company is required to maintain a letter of credit in the amount of $0.6 million. Broadcast Licenses The Company could face increased costs in the form of fines and a greater risk that the Company could lose any one or more of its broadcasting licenses if the FCC concludes that programming broadcast by a Company station was obscene, indecent or profane and such conduct warrants license revocation. The FCC's authority to impose a fine for the broadcast of such material is $325,000 for a single incident, with a maximum fine of up to $3,000,000 for a continuing violation. In the past, the FCC has issued Notices of Apparent Liability and a Forfeiture Order with respect to several of the Company's stations proposing fines for certain programming which the FCC deemed to have been indecent. These cases are the subject of pending administrative appeals. The FCC has also investigated other complaints from the public that some of the Company's stations broadcast indecent programming. These investigations remain pending. The FCC initiated an investigation into an incident where a person died after participating in a contest at one of our stations and this investigation remains pending. The Company has determined that, at this time, the amount of potential fines and penalties, if any, is not fixed or determinable. The Company has filed, on a timely basis, renewal applications for those radio stations with radio broadcasting licenses that are subject to renewal with the FCC. The Company's costs to renew its licenses with the FCC are nominal and are expensed as incurred rather than capitalized. Certain licenses were not renewed prior to the renewal date. The Company continues to operate these radio stations under their existing licenses until the licenses are renewed. The FCC may delay the renewal pending the resolution of open inquiries. The affected stations are, however, authorized to continue operations until the FCC acts upon the renewal applications. Music Licensing The Company's agreements with Broadcast Music, Inc. (“BMI”) and American Society of Composers, Authors and Publishers (“ASCAP”) each expired as of December 31, 2009. In January 2010, the Radio Music Licensing Committee (the “RMLC”), of which the Company is a participant, filed motions in the New York courts against BMI and ASCAP on behalf of the radio industry, seeking interim fees and a determination of fair and reasonable industry-wide license fees. During 2010, t he courts approved reduced interim fees for ASCAP and BMI. During January 2012, ASCAP and the RMLC entered into a settlement agreement that was approved by the court and covers the period from January 1, 2010 through December 31, 2016. This settlement also includes a credit for fees previously paid in 2010 and 2011, with such fees expected to be credited over the remaining period of the contract. The Company will record this benefit when realized as a reduction to its future station operating expenses in the statement of operations. T he final fees for BMI, as determined by the courts, may be retroactive to January 1, 2010 and may be different from these interim fees. Commitments Disposition Of Multiple Tower Sites The Company completed the sale of certain tower sites in 2009. Due to the Company's continuing involvement through a potential earn-out in the year 2013, th e transaction was classified under the financing method. For further discussion, see Note 8. Other Rental expense is incurred principally for office and broadcasting facilities. Certain of the leases contain clauses that provide for contingent rental expense based upon defined events such as cost of living adjustments and/or maintenance costs in excess of pre-defined amounts. Rental expense does not include any payments made in connection with financ ing method lease obligations as described under Note 8, Financing Method Lease Obligations. The following table provides the Company's rent expense for the periods indicated:
|  | Years Ended December 31,
|  | 2011 |  | 2010 |  | 2009
|  | (amounts in thousands)
Rent Expense |  | $ | 12,719 |  | $ | 12,072 |  | $ | 12,427
The Company also has various commitments under the following types of contracts: (1) operating leases; (2) sports programming; (3) on-air talent; (4) music royalty fees; and (5) other contracts with aggregate minimum annual commitments as of December 31, 2011 as follows:
|  |  |  | Programming |  |  |
| Operating |  | And Related |  |  |
| Leases |  | Contracts |  | Total
| (amounts in thousands)
Years ending December 31, |  |  |  |  |  |  |  |
2012 | $ | 12,482 |  | $ | 72,035 |  | $ | 84,517
2013 |  | 12,211 |  |  | 54,947 |  |  | 67,158
2014 |  | 11,083 |  |  | 34,287 |  |  | 45,370
2015 |  | 9,866 |  |  | 23,549 |  |  | 33,415
2016 |  | 8,455 |  |  | 22,121 |  |  | 30,576
Thereafter |  | 27,741 |  |  | 586 |  |  | 28,327
| $ | 81,838 |  | $ | 207,525 |  | $ | 289,363
Guarantor Arrangements T he Company recognizes, at the inception of a guarantee, a liability for the fair value of the obligation undertaken by issuing the guarantee. The following is a summary of agreements that the Company has determined are within the scope of guarantor arrangements: The Company enters into indemnification agreements in the ordinary course of business. Under these agreements, the Company typically indemnifies, holds harmless, and agrees to reimburse the indemnified party for losses suffered or incurred by the indemnified party. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. The Company believes that the estimated fair value of these agreements is minimal. Accordingly, the Company has not recorded liabilities for these agreements as of December 31, 2011. Under the Company's Credit Facility, the Company is required to reimburse lenders for any increased costs that they may incur in the event of a change in law, rule or regulation resulting in their reduced returns from any change in capital requirements. The Company cannot estimate the potential amount of any future payment under this provision, nor can the Company predict if such an event will ever occur. In connection with many of the Company's acquisitions, the Company enters into time brokerage agreements, or local marketing agreements for specified periods of time, usually six months or less, whereby the Company typically indemnifies the owner and operator of the radio station, their employees, agents and contractors from liability, claims and damages arising from the activities of operating the radio station under such agreements. The maximum potential amount of any future payments the Company could be required to make for any such previous indemnification obligations is indeterminable at this time. The Company has not, however, previously incurred any significant costs to defend lawsuits or settle claims relating to any such indemnification obligation. Financial Statements Of Parent As Guarantor The condensed financial data of Entercom Communications Corp., excluding all subsidiaries (the “Parent Company”), has been prepared in accordance with Rule 12-04 of Regulation S-X. The P aren t C ompany's financial data includes the financial data of Entercom Communications Corp., excluding all subsidiaries. The Parent Company's condensed financial data (other than the statement s of shareholders' equity and comprehensive income (loss) as th ese statement s are not condensed) has been prepared using the same accounting principles and policies described in the notes to the financial statements, with the only exception that the Parent Company accounts for its investment in its subsidiaries using the equity method. Radio, which is a wholly owned subsidiary of the Parent Company, holds the ownership interest in various subsidiary companies that own the operating assets, including broadcasting licenses, permits, authorizations and cash royalties. Radio is the borrower under the Credit Facility as described in Note 7(A) and is the issuer of the Senior Notes, described in Note 7(B). The Parent Company and each direct and indirect subsidiary of Radio is a guarantor of Radio's obligations under the Credit Facility and the Company's Senior Notes. The assets securing both the Credit Facility and the Senior Notes are subject to customary release provisions which would enable the Company to sell such assets free and clear of encumbrance, subject to certain conditions and exceptions. Financial statements of the subsidiaries are not included in accordance with Rule 3-10 of Regulation S-X as: (1) the Parent Company has no independent assets or operations; (2) Radio is a 100% owned finance subsidiary of the Parent Company; (3) the Parent Company has guaranteed the Credit Facility and Senior Notes; (4) all of the Parent Company's direct and indirect subsidiaries other than Radio have guaranteed the Credit Facility and Senior Notes; (5) all of the guarantees are full and unconditional (subject to the customary automatic release provisions); and (6) all of the guarantees are joint and several. Under both the Credit Facility and the indenture governing the Senior Notes, Radio is permitted to make distributions to the Parent Company in amounts, as defined, which are required to pay the Parent Company's reasonable overhead costs, including income taxes and other costs associated with conducting the operations of Radio and its subsidiaries. Similar restrictions applied to the Former Credit Facility and 7.625% Notes. The following tables set forth the condensed financial data (other than the statement s of shareholders' equity as th ese statement s are not condensed) of the Parent Company: the balance sheets as of December 31, 2011 and 2010; the statements of operations for the year s ended December 31, 2011, 2010 and 2009; the statements of comprehensive income (loss) for the year s ended December 31, 2011, 2010 and 2009; the statements of shareholders' equity for the year s ended December 31, 2011, 2010 and 2009; and the statements of cash flows for the year s ended December 31, 2011, 2010 and 2009.
| ENTERCOM COMMUNICATIONS CORP.
| CONDENSED PARENT COMPANY BALANCE SHEETS
| (amounts in thousands)
|  |  | 2011 |  | 2010
| ASSETS |  |  |  |  |  |
| Current Assets |  | $ | 2,580 |  | $ | 1,899
| Property And Equipment - Net |  |  | 647 |  |  | 493
| Deferred Charges And |  |  |  |  |  |
| Other Assets - Net |  |  | 2,473 |  |  | 3,839
| Investment In Subsidiaries |  |  | 268,735 |  |  | 184,738
| TOTAL ASSETS |  | $ | 274,435 |  | $ | 190,969
| LIABILITIES AND |  |  |  |  |  |
| SHAREHOLDERS' EQUITY |  |  |  |  |  |
| Current Liabilities |  | $ | 10,031 |  | $ | 8,767
| Long Term Liabilities |  |  | 13,260 |  |  | 11,535
| Total Liabilities |  |  | 23,291 |  |  | 20,302
| Shareholders' Equity: |  |  |  |  |  |
| Class A, B and C Common Stock |  |  | 382 |  |  | 381
| Additional Paid-In Capital |  |  | 597,327 |  |  | 592,643
| Accumulated Deficit |  |  | (346,565) |  |  | (415,080)
| Accumulated Other Comprehensive Loss |  |  | - |  |  | (7,277)
| Total shareholders' equity |  |  | 251,144 |  |  | 170,667
| TOTAL LIABILITIES AND |  |  |  |  |  |
| SHAREHOLDERS' EQUITY |  | $ | 274,435 |  | $ | 190,969
ENTERCOM COMMUNICATIONS CORP.
CONDENSED PARENT COMPANY INCOME STATEMENTS
(amounts in thousands)
|  | YEARS ENDED DECEMBER 31,
|  | 2011 |  | 2010 |  | 2009
NET REVENUES |  | $ | 652 |  | $ | 626 |  | $ | 632
OPERATING (INCOME) EXPENSE: |  |  |  |  |  |  |  |  |
Depreciation and amortization expense |  |  | 852 |  |  | 1,287 |  |  | 1,389
Corporate general and administrative expenses |  |  | 26,464 |  |  | 21,811 |  |  | 22,733
Merger and acquisition costs |  |  | 1,542 |  |  | - |  |  | -
Net (gain) loss on sale or disposal of assets |  |  | (28) |  |  | (63) |  |  | (5)
Total operating expense |  |  | 28,830 |  |  | 23,035 |  |  | 24,117
OPERATING INCOME (LOSS) |  |  | (28,178) |  |  | (22,409) |  |  | (23,485)
Net interest expense, including amortization |  |  |  |  |  |  |  |  |
of deferred financing expense |  |  | 58 |  |  | 1 |  |  | 15
Other income |  |  | (32) |  |  | (49) |  |  | (380)
Income from equity investment in subsidiaries |  |  | (80,270) |  |  | (89,392) |  |  | (22,989)
TOTAL OTHER (INCOME) EXPENSE |  |  | (80,244) |  |  | (89,440) |  |  | (23,354)
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT) |  |  | 52,066 |  |  | 67,031 |  |  | (131)
INCOME TAXES (BENEFIT) |  |  | (16,444) |  |  | 20,595 |  |  | (5,529)
NET INCOME (LOSS) |  | $ | 68,510 |  | $ | 46,436 |  | $ | 5,398
ENTERCOM COMMUNICATIONS CORP.
PARENT COMPANY STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(amounts in thousands)
| YEARS ENDED DECEMBER 31,
| 2011 |  | 2010 |  | 2009
NET INCOME (LOSS) | $ | 68,510 |  | $ | 46,436 |  | $ | 5,398
OTHER COMPREHENSIVE INCOME (LOSS), |  |  |  |  |  |  |  |
NET OF TAXES (BENEFIT): |  |  |  |  |  |  |  |
Net unrealized gain (loss) on derivatives, net of taxes (benefit) |  | 7,277 |  |  | 6,155 |  |  | 1,830
COMPREHENSIVE INCOME (LOSS) | $ | 75,787 |  | $ | 52,591 |  | $ | 7,228
ENTERCOM COMMUNICATIONS CORP.
PARENT COMPANY STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009
(amounts in thousands, except share data)
|  |  |  |  |  |  |  |  |  |  |  |  | Retained |  | Accumulated |  |  |
| Common Stock |  | Additional |  | Earnings |  | Other |  |  |
| Class A |  | Class B |  | Paid-in |  | (Accumulated | Comprehensive |  |
| Shares |  | Amount |  | Shares |  | Amount |  | Capital |  | Deficit) |  | Income (Loss) |  | Total
Balance, December 31, 2008 | 29,479,188 |  | $ | 295 |  | 7,607,532 |  | $ | 76 |  | $ | 582,325 |  | $ | (467,177) |  | $ | (15,262) |  | $ | 100,257
Net income (loss) | - |  |  | - |  | - |  |  | - |  |  | - |  |  | 5,398 |  |  | - |  |  | 5,398
Conversion of Class B common stock |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
to Class A common stock | 150,000 |  |  | 1 |  | (150,000) |  |  | (1) |  |  | - |  |  | - |  |  | - |  |  | -
Compensation expense related to granting |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
of stock options | - |  |  | - |  | - |  |  | - |  |  | 485 |  |  | - |  |  | - |  |  | 485
Compensation expense related to granting |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
of restricted stock units | 796,824 |  |  | 8 |  | - |  |  | - |  |  | 6,380 |  |  | - |  |  | - |  |  | 6,388
Issuance of common stock related |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
to an incentive plan | 74,369 |  |  | - |  | - |  |  | - |  |  | 97 |  |  | - |  |  | - |  |  | 97
Common stock repurchase | (662,664) |  |  | (7) |  | - |  |  | - |  |  | (882) |  |  | - |  |  | - |  |  | (889)
Purchase of vested employee restricted |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
stock units | (82,556) |  |  | - |  | - |  |  | - |  |  | (104) |  |  | - |  |  | - |  |  | (104)
Forfeitures of dividend equivalents | - |  |  | - |  | - |  |  | - |  |  | - |  |  | 169 |  |  | - |  |  | 169
Realization of tax benefit for |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
dividend equivalent payments | - |  |  | - |  | - |  |  | - |  |  | 321 |  |  | - |  |  | - |  |  | 321
Net unrealized gain (loss) on derivatives | - |  |  | - |  | - |  |  | - |  |  | - |  |  | - |  |  | 1,830 |  |  | 1,830
Balance, December 31, 2009 | 29,755,161 |  |  | 297 |  | 7,457,532 |  |  | 75 |  |  | 588,622 |  |  | (461,610) |  |  | (13,432) |  |  | 113,952
Net income (loss) | - |  |  | - |  | - |  |  | - |  |  | - |  |  | 46,436 |  |  | - |  |  | 46,436
Conversion of Class B common stock |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
to Class A common stock | 90,000 |  |  | 1 |  | (90,000) |  |  | (1) |  |  | - |  |  | - |  |  | - |  |  | -
Compensation expense related to granting |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
of stock options | - |  |  | - |  | - |  |  | - |  |  | 549 |  |  | - |  |  | - |  |  | 549
Compensation expense related to granting |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
of restricted stock units | 941,213 |  |  | 10 |  | - |  |  | - |  |  | 4,969 |  |  | - |  |  | - |  |  | 4,979
Exercise of stock options | 97,725 |  |  | 1 |  | - |  |  | - |  |  | 129 |  |  | - |  |  | - |  |  | 130
Purchase of vested employee restricted |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
stock units | (183,531) |  |  | (2) |  | - |  |  | - |  |  | (1,626) |  |  | - |  |  | - |  |  | (1,628)
Forfeitures of dividend equivalents | - |  |  | - |  | - |  |  | - |  |  | - |  |  | 94 |  |  | - |  |  | 94
Net unrealized gain (loss) on derivatives | - |  |  | - |  | - |  |  | - |  |  | - |  |  | - |  |  | 6,155 |  |  | 6,155
Balance, December 31, 2010 | 30,700,568 |  |  | 307 |  | 7,367,532 |  |  | 74 |  |  | 592,643 |  |  | (415,080) |  |  | (7,277) |  |  | 170,667
ENTERCOM COMMUNICATIONS CORP.
PARENT COMPANY STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009
(amounts in thousands, except share data)
|  |  |  |  |  |  |  |  |  |  |  |  | Retained |  | Accumulated |  |  |
| Common Stock |  | Additional |  | Earnings |  | Other |  |  |
| Class A |  | Class B |  | Paid-in |  | (Accumulated | Comprehensive |  |
| Shares |  | Amount |  | Shares |  | Amount |  | Capital |  | Deficit) |  | Income (Loss) |  | Total
Net income (loss) | - |  |  | - |  | - |  |  | - |  |  | - |  |  | 68,510 |  |  | - |  |  | 68,510
Conversion of Class B common stock |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
to Class A common stock | 170,000 |  |  | 2 |  | (170,000) |  |  | (2) |  |  | - |  |  | - |  |  | - |  |  | -
Compensation expense related to granting |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
of stock options | - |  |  | - |  | - |  |  | - |  |  | 462 |  |  | - |  |  | - |  |  | 462
Compensation expense related to granting |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
of restricted stock units | 416,906 |  |  | 4 |  | - |  |  | - |  |  | 7,205 |  |  | - |  |  | - |  |  | 7,209
Exercise of stock options | 53,625 |  |  | - |  | - |  |  | - |  |  | 71 |  |  | - |  |  | - |  |  | 71
Purchase of vested employee restricted |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
stock units | (297,098) |  |  | (3) |  | - |  |  | - |  |  | (3,054) |  |  | - |  |  | - |  |  | (3,057)
Forfeitures of dividend equivalents | - |  |  | - |  | - |  |  | - |  |  | - |  |  | 5 |  |  | - |  |  | 5
Net unrealized gain (loss) on derivatives | - |  |  | - |  | - |  |  | - |  |  | - |  |  | - |  |  | 7,277 |  |  | 7,277
Balance, December 31, 2011 | 31,044,001 |  |  | 310 |  | 7,197,532 |  |  | 72 |  |  | 597,327 |  |  | (346,565) |  |  | - |  |  | 251,144
See notes to consolidated financial statements.
ENTERCOM COMMUNICATIONS CORP.
CONDENSED PARENT COMPANY STATEMENTS OF CASH FLOWS
(amounts in thousands)
|  | YEARS ENDED DECEMBER 31,
|  | 2011 |  | 2010 |  | 2009
OPERATING ACTIVITIES: |  |  |  |  |  |  |  |  |
Net cash provided by (used in) operating activities |  | $ | (16,974) |  | $ | 661 |  | $ | (26,769)
INVESTING ACTIVITIES: |  |  |  |  |  |  |  |  |
Additions to property and equipment |  |  | (349) |  |  | (36) |  |  | (209)
Deferred charges and other assets |  |  | (1,154) |  |  | (325) |  |  | (106)
Proceeds (distributions) from investments in subsidiaries |  |  | 21,810 |  |  | 2,119 |  |  | 28,291
Net cash provided by (used in) investing activities |  |  | 20,307 |  |  | 1,758 |  |  | 27,976
FINANCING ACTIVITIES: |  |  |  |  |  |  |  |  |
Purchase of the Company's common stock |  |  | - |  |  | - |  |  | (889)
Proceeds from issuance of employee stock plan |  |  | - |  |  | - |  |  | 82
Proceeds from the exercise of stock options |  |  | 71 |  |  | 130 |  |  | -
Purchase of vested restricted stock units |  |  | (3,057) |  |  | (1,628) |  |  | (104)
Payment of dividend equivalents on vested restricted stock units |  |  | (512) |  |  | (874) |  |  | (756)
Realization of tax benefit for payment of dividend equivalents |  |  | - |  |  | - |  |  | 321
Net cash provided by (used in) financing activities |  |  | (3,498) |  |  | (2,372) |  |  | (1,346)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |  |  | (165) |  |  | 47 |  |  | (139)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR |  |  | 413 |  |  | 366 |  |  | 505
CASH AND CASH EQUIVALENTS, END OF YEAR |  | $ | 248 |  | $ | 413 |  | $ | 366
Accounting Policies T he Parent Company follows the accounting policies as described in Note 2 to the c onsolidated f inancial s tatements of Entercom Communications Corp. Debt – For a discussion of d ebt obligations of the Company, refer to Note 7 in the consolidated financial statements included elsewhere herein. Commitments and Contingencies – For a discussion of the commitments and contingencies of the Company, refer to this note. Other - For further information, reference should be made to the n otes to the c onsolidated f inancial s tatements of the Company. Prior Period Correction – For a discussion of a prior period correction for the year ended December 31, 2011 of $6.0 million that was made to record an income tax benefit to other comprehensive income (loss) and to increase income tax expense by the same amount, refer to Note 13, Income Taxes.

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