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GUARANTOR ARRANGEMENTS (Block) | 12 Months Ended
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Dec. 31, 2017
Disclosure Text Block Supplement Abstract |
Commitments Contingencies And Guarantees Text Block | 21. GUARANTOR ARRANGEMENTS 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, 2017. Under the Company’s Credit Facility, the Company is required to reimburse lenders for any increased costs that they may incur in the event o f 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 a TBA or LMA 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 require d 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 o f Parent The condensed financial data of 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 most significant restrictions on the payment of dividends by CBS Radio (as contemplated by Rule 4-08(e) of Regulation S-X) are set forth in the Credit Facility and the indenture governing the Senio r Notes. Under the Credit Facility, CBS Ra dio is permitted to make distributions to the Parent Company in amounts, as defined, as follow s: (a) amounts which are required to pay the Parent Company’s overhead costs; and (b) other restricted payments (“Other Restricted Payment”). With respect to the Credit Facility, the permitted Other Restricted Payment is generally an amount which does not trigger a default or exceed a Consolidated Net Leverage Ratio of 5.00 times. The C ompa ny’s ability to make a n Other Restricted Payment in these amounts under the Credit Facility is a function of its leverage ratio. Effectively all of CBS Radio’s assets are subject to these distribution limitations to the Parent Company. The following tables set forth the condensed financial data (other than the statement s of shareholders’ equity as th is statement is not condensed) of the Parent Company: the balance sheets as of December 31, 2017 and 2016; the statements of operations for the year s ended December 31, 2017, 2016 and 2015; the statements of shareholders’ equity for the year s ended December 31, 2017, 2016 and 2015; and the statements of cash flows for the year s ended December 31, 2017, 2016 and 2015.
| ENTERCOM COMMUNICATIONS CORP.
| CONDENSED PARENT COMPANY BALANCE SHEETS
| (amounts in thousands)
|  |  | 2017 |  | 2016
| ASSETS |  |  |  |  |  |
| Current Assets |  | $ | 96,530 |  | $ | 7,228
| Property And Equipment - Net |  |  | 26,410 |  |  | 2,866
| Goodwill - Net |  |  | 1,221,021 |  |  | -
| Assets Held For Sale |  |  | 114,278 |  |  | -
| Deferred Charges And |  |  |  |  |  |
| Other Assets - Net |  |  | 3,467 |  |  | 1,813
| Investment In Subsidiaries / Intercompany |  |  | 750,692 |  |  | 456,161
| TOTAL ASSETS |  | $ | 2,212,398 |  | $ | 468,068
| LIABILITIES AND |  |  |  |  |  |
| SHAREHOLDERS' EQUITY |  |  |  |  |  |
| Current Liabilities |  | $ | 109,447 |  | $ | 20,042
| Long Term Liabilities |  |  | 338,591 |  |  | 26,920
| Total Liabilities |  |  | 448,038 |  |  | 46,962
| Perpetual Cumulative Convertible Preferred Stock |  |  | - |  |  | 27,732
| Shareholders' Equity: |  |  |  |  |  |
| Class A, B and C Common Stock |  |  | 1,437 |  |  | 407
| Additional Paid-In Capital |  |  | 1,737,132 |  |  | 605,603
| Accumulated Deficit |  |  | 25,791 |  |  | (212,636)
| Total shareholders' equity |  |  | 1,764,360 |  |  | 393,374
| TOTAL LIABILITIES AND |  |  |  |  |  |
| SHAREHOLDERS' EQUITY |  | $ | 2,212,398 |  | $ | 468,068
| See notes to condensed Parent Company financial statements.
ENTERCOM COMMUNICATIONS CORP.
CONDENSED PARENT COMPANY INCOME STATEMENTS
(amounts in thousands)
|  | YEARS ENDED DECEMBER 31,
|  | 2017 |  | 2016 |  | 2015
NET REVENUES |  | $ | (88) |  | $ | 2,131 |  | $ | 1,536
OPERATING (INCOME) EXPENSE: |  |  |  |  |  |  |  |  |
Depreciation and amortization expense |  |  | 1,793 |  |  | 1,235 |  |  | 1,123
Corporate general and administrative expenses |  |  | 47,787 |  |  | 33,218 |  |  | 26,395
Restructuring charges and transition services costs |  |  | 11,314 |  |  | - |  |  | 2,858
Impairment loss |  |  | 511 |  |  | - |  |  | -
Merger and acquisition costs |  |  | 41,313 |  |  | 708 |  |  | 3,978
Other expenses related to financing |  |  | (117) |  |  | 565 |  |  | -
Net (gain) loss on sale or disposal of assets |  |  | (601) |  |  | (601) |  |  | (601)
Total operating expense |  |  | 102,000 |  |  | 35,125 |  |  | 33,753
OPERATING INCOME (LOSS) |  |  | (102,088) |  |  | (32,994) |  |  | (32,217)
Net interest expense, including amortization |  |  |  |  |  |  |  |  |
of deferred financing expense |  |  | 43 |  |  | 24 |  |  | -
Net recovery of a claim |  |  | - |  |  | 100 |  |  | -
Income from equity investment in subsidiaries |  |  | (78,895) |  |  | (85,977) |  |  | (79,838)
TOTAL OTHER (INCOME) EXPENSE |  |  | (78,852) |  |  | (85,853) |  |  | (79,838)
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT) |  |  | (23,236) |  |  | 52,859 |  |  | 47,621
INCOME TAXES (BENEFIT) |  |  | (257,085) |  |  | 14,794 |  |  | 18,437
NET INCOME AVAILABLE TO THE COMPANY - CONTINUING OPERATIONS |  |  | 233,849 |  |  | 38,065 |  |  | 29,184
Preferred stock dividend |  |  | (2,015) |  |  | (1,901) |  |  | (752)
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS - CONTINUING OPERATIONS |  |  | 231,834 |  |  | 36,164 |  |  | 28,432
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS |  | $ | 231,834 |  | $ | 36,164 |  | $ | 28,432
See notes to condensed Parent Company financial statements.
ENTERCOM COMMUNICATIONS CORP.
PARENT COMPANY STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015
(amounts in thousands, except share data)
|  |  |  |  |  |  |  |  |  |  |  |  | Retained |  |  |
| Common Stock |  | Additional |  | Earnings |  |  |
| Class A |  | Class B |  | Paid-in |  | (Accumulated |  |  |
| Shares |  | Amount |  | Shares |  | Amount |  | Capital |  | Deficit) |  | Total
Balance, December 31, 2014 | 31,862,294 |  | $ | 319 |  | 7,197,532 |  | $ | 72 |  | $ | 608,515 |  | $ | (279,885) |  | $ | 329,021
Net income (loss) available to the Company | - |  |  | - |  | - |  |  | - |  |  | - |  |  | 29,184 |  |  | 29,184
Compensation expense related to granting |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
of stock awards | 738,195 |  |  | 7 |  | - |  |  | - |  |  | 5,517 |  |  | - |  |  | 5,524
Exercise of stock options | 11,750 |  |  | - |  | - |  |  | - |  |  | 35 |  |  | - |  |  | 35
Purchase of vested employee restricted |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
stock units | (131,688) |  |  | (1) |  | - |  |  | - |  |  | (1,561) |  |  | - |  |  | (1,562)
Preferred stock dividend | - |  |  | - |  | - |  |  | - |  |  | (752) |  |  | - |  |  | (752)
Balance, December 31, 2015 | 32,480,551 |  |  | 325 |  | 7,197,532 |  |  | 72 |  |  | 611,754 |  |  | (250,701) |  |  | 361,450
Net income (loss) available to the Company | - |  |  | - |  | - |  |  | - |  |  | - |  |  | 38,065 |  |  | 38,065
Compensation expense related to granting |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
of stock awards | 1,095,759 |  |  | 11 |  | - |  |  | - |  |  | 6,528 |  |  | - |  |  | 6,539
Issuance of common stock related to the Employee |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Stock Purchase Plan ("ESPP") | 31,933 |  |  | - |  | - |  |  | - |  |  | 379 |  |  | - |  |  | 379
Exercise of stock options | 134,238 |  |  | 1 |  | - |  |  | - |  |  | 264 |  |  | - |  |  | 265
Purchase of vested employee restricted |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
stock units | (232,297) |  |  | (2) |  | - |  |  | - |  |  | (2,266) |  |  | - |  |  | (2,268)
Payment of dividends on common stock | - |  |  | - |  | - |  |  | - |  |  | (8,666) |  |  | - |  |  | (8,666)
Payment of dividends on preferred stock | - |  |  | - |  | - |  |  | - |  |  | (1,788) |  |  | - |  |  | (1,788)
Dividend equivalents, net of forfeitures | - |  |  | - |  | - |  |  | - |  |  | (602) |  |  | - |  |  | (602)
Balance, December 31, 2016 | 33,510,184 |  |  | 335 |  | 7,197,532 |  |  | 72 |  |  | 605,603 |  |  | (212,636) |  |  | 393,374
Net income (loss) available to the Company | - |  |  | - |  | - |  |  | - |  |  | - |  |  | 233,849 |  |  | 233,849
Conversion of Class B common stock |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
to Class A common stock in the Merger | 3,152,333 |  |  | 32 |  | (3,152,333) |  |  | (32) |  |  | - |  |  | - |  |  | -
Issuance of Class A common stock in the Merger | 101,407,494 |  |  | 1,014 |  | - |  |  | - |  |  | 1,160,102 |  |  | - |  |  | 1,161,116
Equity awards assumed in the Merger | 618,325 |  |  | 6 |  | - |  |  | - |  |  | 6,771 |  |  | - |  |  | 6,777
Stock options assumed in the Merger | - |  |  | - |  | - |  |  | - |  |  | 1,007 |  |  | - |  |  | 1,007
Compensation expense related to granting |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
of stock awards | 2,066,241 |  |  | 21 |  | - |  |  | - |  |  | 9,546 |  |  | - |  |  | 9,567
Issuance of common stock related to the Employee |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Stock Purchase Plan ("ESPP") | 14,833 |  |  | - |  | - |  |  | - |  |  | 182 |  |  | - |  |  | 182
Exercise of stock options | 8,250 |  |  | - |  | - |  |  | - |  |  | 42 |  |  | - |  |  | 42
Common stock repurchase | (932,600) |  |  | (9) |  | - |  |  | - |  |  | (10,666) |  |  | - |  |  | (10,675)
Purchase of vested employee restricted |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
stock units | (169,279) |  |  | (2) |  | - |  |  | - |  |  | (2,563) |  |  | - |  |  | (2,565)
Payment of dividends on common stock | - |  |  | - |  | - |  |  | - |  |  | (29,296) |  |  | - |  |  | (29,296)
Dividend equivalents, net of forfeitures | - |  |  | - |  | - |  |  | - |  |  | (1,556) |  |  | - |  |  | (1,556)
Payment of dividends on preferred stock | - |  |  | - |  | - |  |  | - |  |  | (2,574) |  |  | - |  |  | (2,574)
Modified retrospective application of |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
stock-based compensation guidance | - |  |  | - |  | - |  |  | - |  |  | 534 |  |  | 4,578 |  |  | 5,112
Balance, December 31, 2017 | 139,675,781 |  | $ | 1,397 |  | 4,045,199 |  | $ | 40 |  | $ | 1,737,132 |  | $ | 25,791 |  | $ | 1,764,360
See notes to Parent Company financial statements.
ENTERCOM COMMUNICATIONS CORP.
CONDENSED PARENT COMPANY STATEMENTS OF CASH FLOWS
(amounts in thousands)
|  | YEARS ENDED DECEMBER 31,
|  | 2017 |  | 2016 |  | 2015
OPERATING ACTIVITIES: |  |  |  |  |  |  |  |  |
Net cash provided by (used in) operating activities |  | $ | (69,704) |  | $ | (24,344) |  | $ | (25,355)
INVESTING ACTIVITIES: |  |  |  |  |  |  |  |  |
Additions to property and equipment |  |  | (528) |  |  | (1,849) |  |  | (304)
Additions to amortizable intangible assets |  |  | - |  |  | (182) |  |  | (1,142)
Proceeds (distributions) from investments in subsidiaries |  |  | 116,127 |  |  | 44,527 |  |  | 29,030
Net cash provided by (used in) investing activities |  |  | 115,599 |  |  | 42,496 |  |  | 27,584
Proceeds from issuance of employee stock plan |  |  | 182 |  |  | 379 |  |  | -
Payment of fees associated with the issuance of preferred stock |  |  | - |  |  | - |  |  | (220)
Payment of call premium and other fees |  |  | - |  |  | (5,977) |  |  | -
Proceeds from the exercise of stock options |  |  | 42 |  |  | 265 |  |  | 35
Purchase of vested employee restricted stock units |  |  | (2,565) |  |  | (2,268) |  |  | (1,562)
Payment of dividends on common stock |  |  | (29,296) |  |  | (8,666) |  |  | -
Payment of dividend equivalents on vested restricted stock units |  |  | (1,556) |  |  | (94) |  |  | (7)
Repurchase of common stock |  |  | (10,042) |  |  | - |  |  | -
Payment of dividends on preferred stock |  |  | (2,574) |  |  | (1,788) |  |  | (413)
Net cash provided by (used in) financing activities |  |  | (45,809) |  |  | (18,149) |  |  | (2,167)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |  |  | 86 |  |  | 3 |  |  | 62
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR |  |  | 198 |  |  | 195 |  |  | 133
CASH AND CASH EQUIVALENTS, END OF YEAR |  | $ | 284 |  | $ | 198 |  | $ | 195
See notes to condensed Parent Company financial statements.
Accounting Policies T he Parent Company follows the accounting policie s as described in Note 2, Significant Accounting Policies, except that the Parent Company accounts for its investment in its subsidiaries using the equity method. Debt – For a discussion of debt obligations of the Company, refer to Note 9, Long-Term Debt. Other - For further information, reference should be made to the notes to the consolidated financial statements of the Company.

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