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Entercom Communications 10-Q 2013

Documents found in this filing:

  1. 10-Q
  2. Ex-31.01
  3. Ex-31.02
  4. Ex-32.01
  5. Ex-32.02
  6. Ex-32.02
Form 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 001-14461

 

 

Entercom Communications Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   23-1701044

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. employer

identification no.)

401 E. City Avenue, Suite 809

Bala Cynwyd, Pennsylvania 19004

(Address of principal executive offices and zip code)

(610) 660-5610

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class A common stock, $0.01 par value – 31,552,673 Shares Outstanding as of October 31, 2013

(Class A Shares Outstanding include 1,345,446 unvested and vested but deferred restricted stock units)

Class B common stock, $0.01 par value – 7,197,532 Shares Outstanding as of October 31, 2013.

 

 

 


Table of Contents

ENTERCOM COMMUNICATIONS CORP.

INDEX

 

Part I Financial Information

  

Item 1.

   Financial Statements      1   

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations      20   

Item 3.

   Quantitative and Qualitative Disclosures About Market Risk      29   

Item 4.

   Controls and Procedures      30   

Part II Other Information

  

Item 1.

   Legal Proceedings      31   

Item 1A.

   Risk Factors      31   

Item 2.

   Unregistered Sales of Equity Securities and Use of Proceeds      31   

Item 3.

   Defaults Upon Senior Securities      31   

Item 4.

   Mine Safety Disclosures      31   

Item 5.

   Other Information      31   

Item 6.

   Exhibits      32   

Signatures

     33   

Exhibit Index

     34   

Private Securities Litigation Reform Act Safe Harbor Statement

In addition to historical information, this report contains statements by us with regard to our expectations as to financial results and other aspects of our business that involve risks and uncertainties and may constitute forward- looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

Forward-looking statements are presented for illustrative purposes only and reflect our current expectations concerning future results and events. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, without limitation, any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

You can identify forward-looking statements by our use of words such as “anticipates,” “believes,” “continues,” “expects,” “intends,” “likely,” “may,” “opportunity,” “plans,” “potential,” “project,” “will,” “could,” “would,” “should,” “seeks,” “estimates,” “predicts” and similar expressions which identify forward-looking statements, whether in the negative or the affirmative. We cannot guarantee that we actually will achieve these plans, intentions or expectations. These forward-looking statements are subject to risks, uncertainties and other factors, some of which are beyond our control, which could cause actual results to differ materially from those forecasted or anticipated in such forward-looking statements. You should not place undue reliance on these forward-looking statements, which reflect our view only as of the date of this report. We undertake no obligation to update these statements or publicly release the result of any revision(s) to these statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

Key risks to our company are described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2013 and as may be supplemented by the risks described under Part II, Item 1A, of our quarterly reports on Form 10-Q and in our Current Reports on Form 8-K.

 

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Table of Contents

PART I

FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands)

(unaudited)

 

     SEPTEMBER 30,     DECEMBER 31,  
     2013     2012  

ASSETS:

    

Cash and cash equivalents

   $ 6,569      $ 8,923   

Accounts receivable, net of allowance for doubtful accounts

     71,523        70,955   

Prepaid expenses, deposits and other

     5,497        3,649   

Prepaid and refundable federal and state income taxes

     56        47   

Deferred tax assets

     2,445        2,445   
  

 

 

   

 

 

 

Total current assets

     86,090        86,019   

Net property and equipment

     45,239        51,677   

Radio broadcasting licenses

     718,656        718,656   

Goodwill

     39,103        39,103   

Assets held for sale

     2,090        —    

Deferred charges and other assets, net of accumulated amortization

     15,980        20,126   
  

 

 

   

 

 

 

TOTAL ASSETS

   $ 907,158      $ 915,581   
  

 

 

   

 

 

 

LIABILITIES:

    

Accounts payable

   $ 428      $ 400   

Accrued expenses

     14,945        14,205   

Other current liabilities

     18,765        12,253   

Financing method lease obligations, current portion

     —         12,610   

Long-term debt, current portion

     31        9,808   
  

 

 

   

 

 

 

Total current liabilities

     34,169        49,276   
  

 

 

   

 

 

 

Long-term debt, net of current portion

     525,591        560,133   

Deferred tax liabilities

     39,306        26,226   

Other long-term liabilities

     24,826        15,229   
  

 

 

   

 

 

 

Total long-term liabilities

     589,723        601,588   
  

 

 

   

 

 

 

Total liabilities

     623,892        650,864   
  

 

 

   

 

 

 

CONTINGENCIES AND COMMITMENTS

    

SHAREHOLDERS’ EQUITY:

    

Preferred stock

     —         —    

Class A, B and C common stock

     387        384   

Additional paid-in capital

     603,876        601,847   

Accumulated deficit

     (320,997     (337,514
  

 

 

   

 

 

 

Total shareholders’ equity

     283,266        264,717   
  

 

 

   

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

   $ 907,158      $ 915,581   
  

 

 

   

 

 

 

See notes to condensed consolidated financial statements.

 

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Table of Contents

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except share and per share data)

(unaudited)

 

     THREE MONTHS ENDED     NINE MONTHS ENDED  
     SEPTEMBER 30,  
     2013     2012     2013     2012  

NET REVENUES

   $ 98,436      $ 102,295      $ 278,035      $ 286,832   
  

 

 

   

 

 

   

 

 

   

 

 

 

OPERATING EXPENSE:

        

Station operating expenses, including non-cash compensation expense

     67,104        63,719        191,040        191,120   

Depreciation and amortization expense

     2,041        2,746        6,557        8,242   

Corporate general and administrative expenses, including non-cash compensation expense

     6,039        6,329        17,887        19,159   

Impairment loss

     —         —         850        22,307   

Net time brokerage agreement (income) fees

     —         (4     —         238   

Net (gain) loss on sale or disposal of assets

     (34     120        (1,625     123   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expense

     75,150        72,910        214,709        241,189   
  

 

 

   

 

 

   

 

 

   

 

 

 

OPERATING INCOME (LOSS)

     23,286        29,385        63,326        45,643   
  

 

 

   

 

 

   

 

 

   

 

 

 

OTHER (INCOME) EXPENSE:

        

Net interest expense

     11,038        13,285        33,822        40,854   

Net (gain) loss on derivative instruments

     —         —         —         (1,346

Net (gain) loss on investments

     —         50        —         50   

Other income

     —         (35     (93     (81
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL OTHER EXPENSE

     11,038        13,300        33,729        39,477   
  

 

 

   

 

 

   

 

 

   

 

 

 

INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT)

     12,248        16,085        29,597        6,166   

INCOME TAXES (BENEFIT)

     5,373        7,908        13,080        2,245   
  

 

 

   

 

 

   

 

 

   

 

 

 

NET INCOME (LOSS)

   $ 6,875      $ 8,177      $ 16,517      $ 3,921   
  

 

 

   

 

 

   

 

 

   

 

 

 

NET INCOME PER SHARE—BASIC

   $ 0.18      $ 0.22      $ 0.44      $ 0.11   
  

 

 

   

 

 

   

 

 

   

 

 

 

NET INCOME PER SHARE—DILUTED

   $ 0.18      $ 0.22      $ 0.43      $ 0.10   
  

 

 

   

 

 

   

 

 

   

 

 

 

WEIGHTED AVERAGE SHARES:

        

Basic

     37,385,753        36,735,215        37,334,620        36,704,001   
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

     38,153,422        37,547,645        38,208,979        37,662,184   
  

 

 

   

 

 

   

 

 

   

 

 

 

See notes to condensed consolidated financial statements.

 

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Table of Contents

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

NINE MONTHS ENDED SEPTEMBER 30, 2013 AND YEAR ENDED DECEMBER 31, 2012

(amounts in thousands, except share data)

(unaudited)

 

                                     Retained        
     Common Stock      Additional     Earnings        
     Class A     Class B      Paid-in     (Accumulated        
     Shares     Amount     Shares      Amount      Capital     Deficit)     Total  

Balance, December 31, 2011

     31,044,001      $ 310        7,197,532       $ 72       $ 597,327      $ (348,798   $ 248,911   

Net income (loss)

     —         —         —          —          —         11,268        11,268   

Compensation expense related to granting of stock options

     —         —         —          —          210        —         210   

Compensation expense related to granting of restricted stock units

     280,072        3        —          —          5,541        —         5,544   

Exercise of stock options

     101,350        1        —          —          134        —         135   

Purchase of vested employee restricted stock units

     (199,376     (2     —          —          (1,365     —         (1,367

Forfeitures of dividend equivalents

     —         —         —          —          —         16        16   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance, December 31, 2012

     31,226,047        312        7,197,532         72         601,847        (337,514     264,717   

Net income (loss)

     —         —         —          —          —         16,517        16,517   

Compensation expense related to granting of stock options

     —         —         —          —          37        —         37   

Compensation expense related to granting of restricted stock units

     298,270        3        —          —          2,940        —         2,943   

Exercise of stock options

     153,782        1        —          —          218        —         219   

Purchase of vested employee restricted stock units

     (138,676     (1     —          —          (1,166     —         (1,167
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance, September 30, 2013

     31,539,423      $ 315        7,197,532       $ 72       $ 603,876      $ (320,997   $ 283,266   
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

See notes to condensed consolidated financial statements.

 

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Table of Contents

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)

 

     NINE MONTHS ENDED  
     SEPTEMBER 30,  
     2013     2012  

OPERATING ACTIVITIES:

    

Net income (loss)

   $ 16,517      $ 3,921   

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

    

Depreciation and amortization

     6,557        8,242   

Amortization of deferred financing costs (including original issue discount)

     3,261        3,465   

Net deferred taxes (benefit) and other

     13,080        2,245   

Provision for bad debts

     657        64   

Net (gain) loss on sale or disposal of assets

     (1,625     123   

Non-cash stock-based compensation expense

     2,980        3,982   

Net (gain) loss on investments

     —         50   

Net (gain) loss on derivatives

     —         (1,346

Deferred rent

     126        514   

Unearned revenue—long-term

     (61     134   

Deferred compensation

     1,587        1,400   

Impairment loss

     850        22,307   

Accretion expense, net of asset retirement obligation payments

     16        (93

Other income

     (93     (81

Changes in assets and liabilities:

    

Accounts receivable

     (1,216     (9,881

Prepaid expenses and deposits

     (1,844     880   

Prepaid and refundable income taxes

     —         264   

Accounts payable and accrued liabilities

     2,230        2,227   

Accrued interest expense

     4,311        8,319   

Accrued liabilities—long-term

     (1,055     (839

Prepaid expenses—long-term

     200        657   
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     46,478        46,554   
  

 

 

   

 

 

 

INVESTING ACTIVITIES:

    

Additions to property and equipment

     (3,502     (1,787

Proceeds from sale of property, equipment, intangibles and other assets

     8        28   

Purchases of radio station assets

     —         (25,325

Deferred charges and other assets

     (4     (797

Proceeds from investments and capital projects

     137        444   
  

 

 

   

 

 

 

Net cash provided by (used in) investing activities

     (3,361     (27,437
  

 

 

   

 

 

 

 

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Table of Contents

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)

 

     NINE MONTHS ENDED  
     SEPTEMBER 30,  
     2013     2012  

FINANCING ACTIVITIES:

    

Deferred financing expenses related to the senior unsecured notes

     —         (167

Borrowing under the revolving senior debt

     23,000        30,000   

Payments of long-term debt

     (67,523     (45,521

Proceeds from the exercise of stock options

     219        120   

Purchase of vested employee restricted stock units

     (1,167     (530

Payment of dividend equivalents on vested restricted stock units

     —         (43
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     (45,471     (16,141
  

 

 

   

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     (2,354     2,976   

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

     8,923        3,625   
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

   $ 6,569      $ 6,601   
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

    

Cash paid during the period for:

    

Interest

   $ 26,378      $ 29,068   
  

 

 

   

 

 

 

Income taxes

   $ 69      $ 99   
  

 

 

   

 

 

 

See notes to condensed consolidated financial statements.

 

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Table of Contents

ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

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 include 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 financial 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.

Separate condensed consolidating financial information is not included as Entercom Communications Corp. does not have independent assets or operations, Entercom Radio, LLC is a 100% owned finance subsidiary of Entercom Communications Corp., and all guarantees by Entercom Communications Corp. and its subsidiaries are full, unconditional (subject to the customary automatic release provisions), joint and several under its senior credit facility and are full, unconditional, joint and several under its senior unsecured notes.

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, 2012 and filed with the SEC on February 27, 2013, 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.

There 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, 2012 that was filed with the SEC on February 27, 2013, except as described below.

Long-Lived Assets

The Company evaluates the recoverability of its long-lived assets, which include property and equipment, broadcasting licenses (subject to an eight-year renewal cycle), goodwill, deferred charges, and other assets. See Note 2 for further discussion. The determination and measurement of the fair value of long-lived assets requires the use of significant judgments and estimates. Future events may impact these judgments and estimates.

During the second quarter of 2013, the Company conducted an evaluation of useful lives for longer-lived assets, such as broadcast towers and buildings. As a result of this review, the Company determined that based on current facts and circumstances, future acquisitions may warrant the use of longer lives anywhere between 15 years and 40 years.

Recent Accounting Pronouncements

The Company does not believe that any recently issued pronouncements, including those listed below, would have a material effect on the Company’s results of operations, cash flows or financial condition.

Netting Of Unrecognized Tax Benefits Against Tax Assets

In June 2013, the accounting guidance was modified to require the netting of unrecognized tax benefits against a deferred tax asset for a loss or other carryforward that would apply in the settlement of uncertain tax positions. This guidance is effective for the Company beginning January 1, 2014 and can be applied on a prospective basis. The Company does not anticipate that the adoption of this guidance will have a material effect on the presentation of the Company’s consolidated financial statements as the Company’s current presentation conforms to this new guidance.

 

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Table of Contents

Amounts Reclassified Out Of Accumulated Other Comprehensive Income

In February 2013, the accounting guidance was modified to clarify how to report the effect of a significant reclassification out of accumulated other comprehensive income. This guidance, which was effective for the Company as of January 1, 2013, did not have a material effect on the presentation of the Company’s consolidated financial statements.

Balance Sheet Disclosures About Offsetting Assets And Liabilities

In December 2011, the accounting guidance was revised to modify disclosures regarding financial and derivative instruments. Entities are required to provide both net and gross information for these assets and liabilities in order to provide for comparability with international accounting standards. This guidance, which was effective for the Company as of January 1, 2013, did not have a material effect on the presentation of the Company’s consolidated financial statements.

Reclassifications

Certain reclassifications have been made to the prior year’s financial statements to conform to the presentation in the current year.

2. INTANGIBLE ASSETS AND GOODWILL

Goodwill and certain intangible assets are not amortized. 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 value 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.

The following table presents the changes in broadcasting licenses for the periods indicated:

 

     Broadcasting Licenses  
     Carrying Amount  
     2013      2012  
     (amounts in thousands)  

Beginning of period balance as of January 1,

   $ 718,656       $ 715,902   

Impairment loss

     —           (22,307

Acquisitions

     —           25,061   
  

 

 

    

 

 

 

Ending period balance as of September 30,

   $ 718,656       $ 718,656   
  

 

 

    

 

 

 

The following table presents the changes in goodwill for each of the periods indicated:

 

     Goodwill Carrying Amount  
     2013     2012  
     (amounts in thousands)  

Goodwill balance before cumulative loss on impairment as of January 1,

   $ 164,718      $ 164,506   

Accumulated loss on impairment as of January 1,

     (125,615     (125,615
  

 

 

   

 

 

 

Goodwill beginning balance after cumulative loss on impairment as of January 1,

     39,103        38,891   

Acquisitions

     —          212   
  

 

 

   

 

 

 

Goodwill ending balance as of September 30,

   $ 39,103      $ 39,103   
  

 

 

   

 

 

 

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.

 

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Each 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 and reflects expectations of industry observers and includes judgments about future performance using industry normalized information for an average station within a certain market. These assumptions 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 capital 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 assumptions 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 to the determination of fair value.

Broadcasting License Impairment Testing During The Quarter Ended June 30, 2013

The 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.

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 second quarter of 2013 that indicated an interim review of broadcasting licenses was required.

Broadcasting License Impairment Testing During The Second Quarter Ended June 30, 2012

The Company completed its annual impairment test for broadcasting licenses and determined that the fair value of its broadcasting licenses in Boston was less than the amount reflected in the balance sheet. The impairment was principally due to a change in the relative market share attributable to the different classes of broadcast license signals in the Boston market. As a result, the Company recorded an impairment loss of $22.3 million.

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.

Goodwill Impairment Testing During The Second Quarter Ended June 30, 2013

The Company completed its annual goodwill impairment test during the second quarter of 2013 and the results indicated that there was no impairment as the fair value was greater than the carrying 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 goodwill below the amount reflected in the balance sheet, the Company 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 required the Company to test the carrying value of its goodwill.

Goodwill Impairment Testing During The Second Quarter Ended June 30, 2012

The results of step one indicated that it was not necessary to perform the second step analysis in any of the markets tested, as the fair values for the goodwill in all of the Company’s markets were in excess of the carrying values. As a result of the step one test, no impairment loss was recorded during the second quarter of 2012.

 

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The Company also performed a reasonableness test on the fair value results for goodwill on a combined basis for the Company by comparing it to the enterprise value of the Company based upon the Company’s stock price. The Company determined that the results were reasonable.

In step one of the Company’s goodwill analysis, the Company considered the results of the market approach and the income approach, when appropriate, in computing the fair value of the Company’s reporting units. In the market approach, the Company applied an estimated market multiple to each reporting unit’s operating performance to calculate the fair value. In the income approach, the Company utilized the discounted cash flow methodology to calculate the fair value of the reporting unit (the key estimates and assumptions are included in the table below). Management believes that these approaches 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 management’s estimate of future performance.

3. OTHER CURRENT LIABILITIES

Other current liabilities consist of the following as of the periods indicated:

 

     Other Current Liabilities  
     September 30,      December 31,  
     2013      2012  
     (amounts in thousands)  

Accrued compensation

   $ 5,813       $ 4,820   

Accounts receivable credits

     2,309         1,894   

Advertiser obligations

     1,088         1,083   

Accrued interest payable

     7,744         3,432   

Other

     1,811         1,024   
  

 

 

    

 

 

 
   $ 18,765       $ 12,253   
  

 

 

    

 

 

 

4. LONG-TERM DEBT

(A) Senior Debt

The Credit Facility

As of September 30, 2013, the amount outstanding under the term loan component (the “Term B Loan”) of the Company’s senior secured credit facility (the “Credit Facility”) was $308.0 million. There was no amount outstanding under the revolving credit facility component (the “Revolver”) of the Company’s Credit Facility. The maximum available amount of the Revolver, which includes the impact of an outstanding letter of credit, was $49.6 million as of September 30, 2013. The amount of the Revolver actually available to the Company is a function of covenant compliance at the time of borrowing.

On November 23, 2011, the Company entered into a credit agreement with a syndicate of lenders for a $425 million Credit Facility that is comprised of: (a) a $50 million Revolver that matures on November 23, 2016; and (b) a $375 million Term B Loan that matures on November 23, 2018.

The Term B Loan requires mandatory prepayments equal to 50% of Excess Cash Flow, as defined within the agreement, subject to incremental step-downs, depending on the Consolidated Leverage Ratio. The Excess Cash Flow payment is due in the first quarter of each year and the amount of the payment is based on the Excess Cash Flow and Leverage Ratio for the prior year. The Company estimates that the Excess Cash Flow payment, which is due in the first quarter of 2014, has been fully paid as of September 30, 2013. The amount of the Excess Cash Flow prepayment required is subject to change based on actual results, which could differ materially from the Company’s financial projections as of September 30, 2013. The Company funded the prepayment using cash from operating activities.

 

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As of September 30, 2013, the Company is in compliance with all financial covenants and all other terms of the Credit Facility in all material respects. The Company’s ability to maintain compliance with its covenants is highly dependent on its results of operations. Management believes that over the next 12 months the Company can continue to maintain compliance. The Company’s operating cash flow is positive, and management believes that it is adequate to fund the Company’s operating needs. Management believes that cash on hand and cash from operating activities, together with available borrowings under the Revolver, will be sufficient to permit the Company to meet its liquidity requirements over the next 12 months, including its debt repayments. As a result, the Company has not been required to rely upon, and the Company does not anticipate being required to rely upon, the Revolver to fund its operations.

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 Company’s Credit Facility. Any event of default could have a material adverse effect on the Company’s business and financial condition. In addition, a default under either the Company’s Credit Facility or the indenture governing the Company’s 10.5% senior unsecured notes (the “Senior Notes”) could cause a cross default in the other and result in the acceleration of the maturity of all outstanding debt. Under these circumstances, 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 amend its Credit Facility or obtain other funding or additional funding, which may result in higher interest rates on its debt.

As of September 30, 2013, the Company’s Consolidated Leverage Ratio was 4.8 times versus a covenant limit of 6.5 times and the Consolidated Interest Coverage Ratio was 2.6 times versus a covenant minimum of 1.6 times. These covenants become more restrictive over time.

(B) Senior Unsecured Debt

The Senior Notes

Simultaneously with entering into the Credit Facility on November 23, 2011, the Company issued $220 million of 10.5% unsecured Senior Notes, which mature on December 1, 2019. The Company received net proceeds of $212.7 million, which included a discount of $2.9 million, and incurred deferred financing costs of $6.1 million. These amounts are amortized over the term under the effective interest rate method. Interest on the Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year.

(C) Net Interest Expense

The components of net interest expense are as follows:

 

     Net Interest Expense  
     Nine Months Ended  
     September 30,  
     2013     2012  
     (amounts in thousands)  

Interest expense

   $ 30,564      $ 36,005   

Amortization of deferred financing costs

     3,058        3,283   

Amortization of original issue discount of senior notes

     203        182   

Interest expense on interest rate hedging agreements

     —         1,392   

Interest income and other investment income

     (3     (8
  

 

 

   

 

 

 

Total net interest expense

   $ 33,822      $ 40,854   
  

 

 

   

 

 

 

 

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     Net Interest Expense  
     Three Months Ended  
     September 30,  
     2013     2012  
     (amounts in thousands)  

Interest expense

   $ 9,965      $ 12,114   

Amortization of deferred financing costs

     1,005        1,111   

Amortization of original issue discount of senior notes

     69        62   

Interest expense on interest rate hedging agreements

     —          —     

Interest income and other investment income

     (1     (2
  

 

 

   

 

 

 

Total net interest expense

   $ 11,038      $ 13,285   
  

 

 

   

 

 

 

5. TOWER SALE AND LEASEBACK

During the fourth quarter of 2009, the Company completed the sale of certain tower facilities for $12.6 million in cash. At the same time, the Company entered into leases for space on the towers at most of these sites for use by the Company’s radio stations. The sale agreement included the opportunity for additional cash consideration for the Company through an earn-out which would be paid to the Company if the buyer met agreed upon revenue targets during the earn-out period. The earn-out constituted a continuing involvement by the Company that precluded sale and leaseback accounting until the earn-out period was complete. As a result of its continuing involvement in the tower facilities, the Company recorded a $12.6 million finance method lease obligation when the cash from the sale was received. On June 23, 2013, the earn-out period ended, and it was determined that the Company was not entitled to receive any additional compensation.

With the earn-out complete, the Company applied the guidance under sale and leaseback accounting during the second quarter of 2013. As a result, the Company eliminated its finance method lease obligation of $12.6 million and also recorded a current and deferred gain of $1.6 million and $9.9 million, respectively. Both the elimination of the finance method lease obligation and the recording of the gain were non cash. The current gain is included in the statement of operations under net (gain) loss on sale or disposal of assets. The deferred gain will be amortized on a straight-line basis over the remaining life of the lease, which was 16.5 years as of June 2013, and during this period the gain will be reflected as a net (gain) loss on sale or disposal of assets. As of September 30, 2013, the Company recorded on the balance sheet $0.6 million of deferred gain as a short-term liability under other current liabilities and $9.1 million of deferred gain as a long-term liability under other long-term liabilities. For the nine and three months ended September 30, 2013, the Company recorded $0.2 million for each period as amortization of deferred gain. All of the leases were accounted for as operating leases.

Minimum rental commitments at September 30, 2013 for these non-cancellable leases are as follows:

 

Minimum Rental Commitments Under Sale And Leaseback

 
     As of September 30,
2013
 
     Operating  
     Leases  
     (amounts in thousands)  

Years ending December 31,

  

2013

   $ 194   

2014

     792   

2015

     816   

2016

     840   

2017

     865   

Thereafter

     12,447   
  

 

 

 

Total

   $ 15,954   
  

 

 

 

 

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6. DERIVATIVES AND HEDGING ACTIVITIES

The Company from time to time enters into derivative financial instruments, including interest rate exchange agreements and interest rate collar agreements, to manage its exposure to fluctuations in interest rates.

As of September 30, 2013, there were no derivative interest rate transactions outstanding.

7. 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)      2013  

RSUs outstanding as of:

     December 31, 2012         1,481,268           

RSUs awarded

        341,377           

RSUs released

        (434,842        

RSUs forfeited

        (43,107        
     

 

 

         

RSUs outstanding as of:

     September 30, 2013         1,344,696      $ —           1.1       $ 11,806,431   
     

 

 

   

 

 

    

 

 

    

 

 

 

RSUs vested and expected to vest as of:

     September 30, 2013         1,251,546      $ —           1.1       $ 10,224,751   
     

 

 

   

 

 

    

 

 

    

 

 

 

RSUs exercisable (vested and deferred) as of:

     September 30, 2013         86,996      $ —           —        $ 763,825   
     

 

 

   

 

 

    

 

 

    

 

 

 

Weighted average remaining recognition period in years

        2.2           
     

 

 

         

Unamortized compensation expense, net of estimated forfeitures

      $ 5,318,998           
     

 

 

         

Options

Option Activity

The following table provides summary information related to the exercise of stock options:

 

     Nine Months Ended September 30,  

Other Option Disclosures

   2013      2012  
     (amounts in thousands)  

Intrinsic value of options exercised

   $ 1,093       $ 446   
  

 

 

    

 

 

 

Tax benefit from options exercised (1)

   $ 415       $ 169   
  

 

 

    

 

 

 

Cash received from exercise price of options exercised

   $ 221       $ 120   
  

 

 

    

 

 

 

 

(1)  Amount excludes impact from suspended income tax benefits and/or valuation allowances.

 

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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)      2013  

Options outstanding as of:

     December 31, 2012         742,550      $ 2.39         

Options granted

        5,000        8.72         

Options exercised

        (153,782     1.44         

Options forfeited

        (3,625     1.34         

Options expired

        (11,875     10.16         
     

 

 

         

Options outstanding as of:

     September 30, 2013         578,268      $ 2.54         5.3       $ 3,938,379   
     

 

 

   

 

 

    

 

 

    

 

 

 

Options vested and expected to vest as of:

     September 30, 2013         577,466      $ 2.53         5.3       $ 3,938,280   
     

 

 

   

 

 

    

 

 

    

 

 

 

Options vested and exercisable as of:

     September 30, 2013         571,018      $ 2.47         5.2       $ 3,932,860   
     

 

 

   

 

 

    

 

 

    

 

 

 

Weighted average remaining recognition period in years

        2.7           
     

 

 

         

Unamortized compensation expense, net of estimated forfeitures

      $ 27,367           
     

 

 

         

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      2013      Life      Price      2013      Price  
$ 1.34       $ 2.02         522,518         5.3       $ 1.34         522,518       $ 1.34   
$ 4.76       $ 6.62         16,000         6.0       $ 5.58         13,750       $ 5.43   
$ 8.72       $ 11.31         15,000         6.2       $ 10.39         10,000       $ 11.23   
$ 11.69       $ 11.78         15,750         4.3       $ 11.72         15,750       $ 11.72   
$ 33.90       $ 48.21         9,000         1.0       $ 37.72         9,000         37.72   
     

 

 

          

 

 

    
$ 1.34       $ 48.21         578,268         5.3       $ 2.54         571,018       $ 2.47   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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Recognized Non-Cash Stock-Based Compensation Expense

The following summarizes recognized non-cash stock-based compensation expense, which consists primarily of RSUs:

 

     Nine Months Ended  
     September 30,  
     2013      2012  
     (amounts in thousands)  

Station operating expenses

   $ 522       $ 433   

Corporate general and administrative expenses

     2,458         3,549   
  

 

 

    

 

 

 

Stock-based compensation expense included in operating expenses

     2,980         3,982   

Income tax benefit (1)

     791         1,119   
  

 

 

    

 

 

 

Net stock-based compensation expense

   $ 2,189       $ 2,863   
  

 

 

    

 

 

 

 

     Three Months Ended  
     September 30,  
     2013      2012  
     (amounts in thousands)  

Station operating expenses

   $ 187       $ 169   

Corporate general and administrative expenses

     695         1,097   
  

 

 

    

 

 

 

Stock-based compensation expense included in operating expenses

     882         1,266   

Income tax benefit (1)

     230         358   
  

 

 

    

 

 

 

Net stock-based compensation expense

   $ 652       $ 908   
  

 

 

    

 

 

 

8. NET INCOME (LOSS) PER COMMON SHARE

For the periods indicated, the following tables present the computations of basic and diluted net income (loss) per share:

 

     Nine Months Ended  
     September 30, 2013      September 30, 2012  
     (amounts in thousands, except share and per share data)  
                   Net Income                    Net Income  
     Net Income             (Loss)      Net Income             (Loss)  
     (Loss)      Shares      Per Share      (Loss)      Shares      Per Share  

Basic net income (loss) per common share:

   $ 16,517         37,334,620       $ 0.44       $ 3,921         36,704,001       $ 0.11   
  

 

 

       

 

 

    

 

 

       

 

 

 

Impact of dilutive equity awards

        874,359               958,183      
     

 

 

          

 

 

    

Diluted net income (loss) per common share:

   $ 16,517         38,208,979       $ 0.43       $ 3,921         37,662,184       $ 0.10   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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     Three Months Ended  
     September 30, 2013      September 30, 2012  
     (amounts in thousands, except share and per share data)  
                   Net Income                    Net Income  
     Net Income             (Loss)      Net Income             (Loss)  
     (Loss)      Shares      Per Share      (Loss)      Shares      Per Share  

Basic net income (loss) per common share:

   $ 6,875         37,385,753       $ 0.18       $ 8,177         36,735,215       $ 0.22   
  

 

 

       

 

 

    

 

 

       

 

 

 

Impact of dilutive equity awards

        767,669               812,430      
     

 

 

          

 

 

    

Diluted net income (loss) per common share:

   $ 6,875         38,153,422       $ 0.18       $ 8,177         37,547,645       $ 0.22   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Incremental Shares Disclosed As Anti-Dilutive

For the periods indicated, the following table provides the incremental shares excluded as they were anti-dilutive under the treasury stock method:

 

     Nine Months Ended  
     September 30,  

Impact Of Equity Awards

   2013      2012  
     (amounts in thousands,  
     except per share data)  

Dilutive or anti-dilutive for all potentially dilutive equivalent shares

     dilutive         dilutive   

Excluded shares as anti-dilutive under the treasury stock method:

     

Options

     38         51   
  

 

 

    

 

 

 

Price range of options: from

   $ 8.79       $ 6.36   
  

 

 

    

 

 

 

Price range of options: to

   $ 48.21       $ 48.21   
  

 

 

    

 

 

 

RSUs with service conditions

     242         1,109   

RSUs with service and market conditions as market conditions not met

     200         200   
  

 

 

    

 

 

 

Total RSUs

     442         1,309   
  

 

 

    

 

 

 

 

     Three Months Ended  
     September 30,  

Impact Of Equity Awards

   2013      2012  
     (amounts in thousands,  
     except per share data)  

Dilutive or anti-dilutive for all potentially dilutive equivalent shares

     dilutive         dilutive   

Excluded shares as anti-dilutive under the treasury stock method:

     

Options

     36         49   
  

 

 

    

 

 

 

Price range of options: from

   $ 8.79       $ 6.34   
  

 

 

    

 

 

 

Price range of options: to

   $ 48.21       $ 48.21   
  

 

 

    

 

 

 

RSUs with service conditions

     6         956   

RSUs with service and market conditions as market conditions not met

     200         200   
  

 

 

    

 

 

 

Total RSUs

     206         1,156   
  

 

 

    

 

 

 

 

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9. INCOME TAXES

Tax Rates For The Nine Months And Three Months Ended September 30, 2013

The effective income tax rates were 44.2% and 43.9% for the nine months and three months ended September 30, 2013, respectively. These rates were impacted by an adjustment for expenses that are not deductible for tax purposes and an increase in net deferred tax liabilities associated with non-amortizable assets such as broadcasting licenses and goodwill.

Tax Rates For The Nine Months And Three Months Ended September 30, 2012

The effective income tax rates were 36.4% and 49.2% for the nine months and three months ended September 30, 2012, respectively. These rates were impacted by an adjustment for expenses that are not deductible for tax purposes and a tax benefit associated with a reduction in liabilities for uncertain tax positions due to the expiration of the statute of limitations in certain jurisdictions.

Deferred Tax Assets And Liabilities

As of September 30, 2013 and December 31, 2012, net deferred tax liabilities were $36.9 million and $23.8 million, respectively. The income tax accounting process to determine the deferred tax liabilities involves estimating all temporary differences 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 differences 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.

10. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value Of Financial Instruments Subject To Fair Value Measurements

Recurring Fair Value Measurements

The following tables set forth the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis. The financial assets and liabilities 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 assets and liabilities and their placement within the fair value hierarchy levels.

 

     September 30, 2013  
     Value Measurements At Reporting Date Using  
            Quoted Prices                
            In Active                
            Markets For      Significant         
            Identical      Other      Significant  
            Assets Or      Observable      Unobservable  
            Liabilities      Inputs      Inputs  

Description

   Total      (Level 1)      (Level 2)      (Level 3)  
     (amounts in thousands)  

Assets

           

Cash equivalents (1)

   $  4,925       $ 4,925       $ —         $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities

           

Deferred Compensation (2)

   $ 9,700       $ 9,700       $ —         $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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     December 31, 2012  
     Value Measurements At Reporting Date Using  
            Quoted Prices                
            In Active                
            Markets For      Significant         
            Identical      Other      Significant  
            Assets Or      Observable      Unobservable  
            Liabilities      Inputs      Inputs  

Description

   Total      (Level 1)      (Level 2)      (Level 3)  
     (amounts in thousands)  

Assets

           

Cash equivalents (1)

   $ 6,695       $ 6,695       $ —         $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities

           

Deferred Compensation (2)

   $ 8,377       $ 8,377       $ —         $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Lease abandonment liability (3):

           

Short-term

   $ 72       $ —         $ 72       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Long-term

   $ 609       $ —         $ 609       $ —     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)  Cash equivalents, which are included under current assets as cash and cash equivalents, are invested in institutional money market funds. This investment is considered a Level 1 measurement, using quoted prices in active markets for identical investments.
(2)  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 based on quoted market prices of the underlying investments. The Company classifies its non-qualified deferred compensation plan liability as Level 1.
(3)  The Company’s lease abandonment liability is recorded at fair value on a recurring basis. The Company uses Level 2 inputs for its valuation methodology, as the fair value of the underlying lease is based on expected future cash flows which are adjusted for a nonperformance risk by the Company. The Company reflects the short-term lease abandonment liability under current liabilities and long-term lease abandonment liability under other long-term liabilities.

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 value.

 

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Included in the following table are the major categories of assets measured at fair value on a non-recurring basis along with the fair value measurement of the impairment loss recognized:

 

Assets Subject To Non-Recurring Fair Value Measurement

 
     December 31, 2012                
     Based Upon The Valuation As Of June 30, 2012                
     Fair Value Measurements Using                
            Quoted Prices                       
            In Active                    For The Nine  
            Markets For      Significant             Months Ended  
            Identical      Other      Significant      September 30,  
            Assets Or      Observable      Unobservable      2012  
            Liabilities      Inputs      Inputs      Impairment  

Description

   Total      (Level 1)      (Level 2)      (Level 3)      Loss  
     (amounts in thousands)  

Radio broadcasting licenses

   $  100,512       $ —         $ —         $ 100,512       $ 22,307   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

As a result of the Company’s second quarter annual impairment testing during the six months ended June 30, 2012, the Company determined that an adjustment was required to reduce the carrying value of its radio broadcasting licenses.

Fair Value Of Financial Instruments Subject To Disclosures

The estimated fair value of financial instruments is determined using the best available market information and appropriate valuation methodologies. Considerable judgment is necessary, however, in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange, or the value that ultimately will be realized upon maturity or disposition. The use of different market assumptions may have a material effect on the estimated fair value amounts.

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 (other than the cash equivalents separately identified under this Note as a Level 1 measurement); (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,  
     2013      2012  
     Carrying      Fair      Carrying      Fair  
     Value      Value      Value      Value  
     (amounts in thousands)  

Credit Facility (1)

   $ 308,000       $ 309,540       $ 352,500       $ 356,686   
  

 

 

    

 

 

    

 

 

    

 

 

 

Senior Notes (2)

   $ 217,552       $ 246,922       $ 217,349       $ 241,257   
  

 

 

    

 

 

    

 

 

    

 

 

 

Finance method lease obligations (3)

   $ —            $ 12,610      
  

 

 

       

 

 

    

Letter of credit (4)

   $ 370          $ 570      
  

 

 

       

 

 

    

 

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 Credit Facility was based on quoted prices for similar instruments and is considered a Level 3 measurement.
(2)  The Company utilizes a Level 2 valuation input based upon the market trading prices of the Senior Notes to compute the fair value as these Senior Notes are traded in the debt securities market.
(3)  The Company does not believe it is practicable to estimate the fair value of the finance method lease obligation as it is highly unlikely that the Company will be required to repay the amount outstanding.
(4)  The Company does not believe it is practicable to estimate the fair value of the outstanding standby letter of credit and does not expect any material loss since the performance of the letter of credit is not likely to be required.

 

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11. ASSETS HELD FOR SALE

Land 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. In the second quarter of 2013, management determined that it had met all of the criteria to reflect certain land it no longer used as held for sale. As of September 30, 2013, the Company classified land in the amount of $2.1 million as assets held for sale. The land formerly served as a transmitter site in one of the Company’s markets.

Impairment Of Assets Held For Sale

Long-lived assets considered held for sale are stated at the lower of carrying value or fair value less the cost to sell. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In the second quarter of 2013, the Company determined that the carrying value of land it was holding for sale was in excess of the fair value less the cost to sell. The Level 3 fair value measurement was determined using a third party’s offer as representative of the fair value. The third party’s offer was accepted by the Company in early July 2013. As a result, the Company recorded an impairment of $0.9 million during the second quarter of 2013.

12. ACQUISITIONS AND OTHER

Acquisition-Related Lease Abandonment Costs

During the second quarter of 2013, the Company entered into a sublease for previously abandoned studio space. As a result, the Company eliminated a lease abandonment liability of $0.7 million and recorded a reduction to station operating expenses of $0.6 million, net of broker’s commission.

As background, in connection with the Company’s acquisition on February 28, 2011 of KUFX-FM, San Jose, California, the Company assumed a lease for surplus studio space. The Company recorded a lease abandonment expense of $0.8 million during the first quarter of 2011. Lease abandonment costs include required future lease payments offset by estimated sublease income. Due to soft rental conditions at the time of the acquisition, including a higher than normal vacancy rate that was expected to continue throughout the remaining term of the lease, the Company did not include an estimate for any sublease income. The lease abandonment liability was discounted using a credit risk adjusted basis utilizing the estimated rental cash flows over the remaining term of the agreement. The lease expires during the third quarter of 2018.

13. CONTINGENCIES, GUARANTOR ARRANGEMENTS AND COMMITMENTS

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 27, 2013.

14. SUBSEQUENT EVENTS

Events occurring after September 30, 2013, 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.

 

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ITEM 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

In preparing the discussion and analysis contained in this Item 2, we presume that readers have read or have access to the discussion and analysis contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2013. In addition, you should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes included elsewhere in this report. The following results of operations include a discussion of the nine and three months ended September 30, 2013 as compared to the comparable periods in the prior year. Our results of operations during the relevant periods represent the operations of the radio stations owned and operated by us.

We evaluate net revenues, station operating expenses and operating income by comparing the performance of stations owned or operated by us throughout a relevant period to the performance of those same stations in the prior period whether or not owned or operated by us. Same station comparisons are used by us and those in the industry to assess the effect of acquisitions and dispositions on our operations throughout the periods measured. For those acquisitions and dispositions that management considers material, we include these stations in our same station computations. The acquisition noted below was not considered material.

On May 1, 2012, we commenced operations under a time brokerage agreement (“TBA”) of KBLX-FM, a station licensed to San Francisco, California. On June 28, 2012, we acquired KBLX-FM for $25.0 million in cash.

Results Of Operations For The Year-To-Date

The following significant factors affected our results of operations for the nine months ended September 30, 2013 as compared to the nine months ended September 30, 2012:

During the second quarter of 2013, we recorded a non-cash gain of $1.6 million from the sale in 2009 of certain towers under sale and leaseback accounting.

During November 2012, a modification of our senior secured credit facility (our “Credit Facility”) reduced our interest rates.

In June 2012, we acquired KBLX-FM, a station serving the San Francisco, California, market, for $25.0 million in cash. We commenced operations of KBLX-FM under a TBA on May 1, 2012 that increased our revenues, station operating expenses, depreciation and amortization expense and interest expense.

During the second quarter of 2012, we recorded an impairment loss of $22.3 million as a result of a write-down in the carrying value of certain broadcasting licenses.

In the third quarter of 2012, we recorded a $2.0 million music royalty expense credit as a result of an industry settlement with Broadcast Music, Inc. (“BMI”) for fees paid in prior years.

 

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Nine Months Ended September 30, 2013 As Compared To The Nine Months Ended September 30, 2012

 
     NINE MONTHS ENDED  
     2013     2012     % Change  
     (dollars in millions)  

NET REVENUES

   $ 278.0      $ 286.8        (3 %) 

OPERATING EXPENSE:

      

Station operating expenses

     191.0        191.1        (0 %) 

Depreciation and amortization expense

     6.6        8.2        (20 %) 

Corporate general and administrative expenses

     17.9        19.2        (7 %) 

Other operating expenses

     (0.8     22.7     
  

 

 

   

 

 

   

Total operating expense

     214.7        241.2        (11 %) 
  

 

 

   

 

 

   

OPERATING INCOME (LOSS)

     63.3        45.6        39
  

 

 

   

 

 

   

OTHER (INCOME) EXPENSE:

      

Net interest expense

     33.8        40.9        (17 %) 

Other income and expense

     (0.1     (1.4  
  

 

 

   

 

 

   

TOTAL OTHER EXPENSE

     33.7        39.5        (15 %) 
  

 

 

   

 

 

   

INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT)

     29.6        6.1        385
  

 

 

   

 

 

   

INCOME TAXES (BENEFIT)

     13.1        2.2        495
  

 

 

   

 

 

   

NET INCOME (LOSS)

   $ 16.5      $ 3.9        323
  

 

 

   

 

 

   

Net Revenues

Net revenues were down versus the prior year due to sluggish demand for advertising as total radio ad sales in our markets declined in the first nine months of the year. In addition, the prior year benefited from the influx of advertising from political candidates and groups primarily due to the high number of state and federal elections during this period.

Net revenues increased the most for our stations in the Kansas City and Portland markets, offset by revenue decreases for our stations located in the Boston and Seattle markets. Net revenues were favorably impacted by: (1) our acquisition of KBLX-FM which we began operating on May 1, 2012 under a TBA; and (2) our joint sales agreement that was effective July 1, 2012 with two Gainesville stations not owned by us.

Due to the continued uncertainties surrounding the economy, it is difficult for management to provide any guidance on future revenue trends.

Station Operating Expenses

Station operating expenses decreased marginally primarily due to cost reduction initiatives and a reduction in certain variable sales costs that were dependent on the decline in net revenues. Also, last year’s expenses benefited from a $2.0 million music royalty expense credit as a result of an industry settlement with BMI for fees paid by us to BMI in prior years.

Depreciation And Amortization Expense

Depreciation and amortization expense decreased in 2013 primarily due to a trend of lower capital expenditure requirements over the past several years.

Corporate General And Administrative Expenses

Corporate general and administrative expenses decreased primarily due to a decline in non-cash compensation expense of $1.0 million related to the issuance of equity awards.

 

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Operating Income

Operating income increased as the prior year included an impairment loss of $22.3 million in our Boston market in connection with our review of broadcasting licenses and goodwill. Operating income also increased due to: (1) a $1.6 million decrease in depreciation and amortization expense; and (2) a $1.3 million decrease in corporate general and administrative expenses.

The increase in operating income was offset by a decrease in net revenues of $8.8 million.

Interest Expense

The decrease in interest expense was primarily due to: (1) lower interest rates as a result of the November 2012 modification to our Credit Facility; and (2) lower outstanding debt upon which interest is computed.

Income (Loss) Before Income Taxes (Benefit)

The increase was primarily attributable to: (1) an increase in operating income as the prior year’s operating income was negatively impacted by an impairment loss of $22.3 million; and (2) a decrease in interest expense.

Income Taxes (Benefit)

For the current period, the income tax rate was 44.2%, which includes an adjustment for expenses that are not deductible for tax purposes and an increase in net deferred tax liabilities associated with non-amortizable assets such as broadcasting licenses and goodwill. We estimate that our 2013 annual tax rate before discrete items, which may fluctuate from quarter to quarter, will be in the low 40% range.

For the prior period, the income tax rate was 36.4%, which includes an adjustment for expenses that are not deductible for tax purposes, and the recognition of an additional tax benefit related to discrete items arising during the period.

As of September 30, 2013 and December 31, 2012, our net deferred tax liabilities were $36.9 million and $23.8 million, respectively. The deferred tax liabilities primarily relate to differences between the book and tax bases of our broadcasting licenses and goodwill.

Net Income (Loss)

The increase in net income (loss) was primarily attributable to the reasons described above under Income Before Income Taxes and Income Taxes (Benefit).

Results Of Operations For The Quarter

The following significant factors affected our results of operations for the three months ended September 30, 2013 as compared to the same period in the prior year:

During November 2012, a modification of our Credit Facility reduced our interest rates.

During the third quarter of 2012, we recorded a $2.0 million music royalty expense credit as a result of an industry settlement with BMI for fees paid by us to BMI in prior years.

 

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Three Months Ended September 30, 2013 As Compared To The Three Months Ended September 30, 2012

 
     THREE MONTHS ENDED  
     SEPTEMBER 30,  
     2013      2012      % Change  
     (dollars in millions)  

NET REVENUES

   $ 98.4       $ 102.3         (4 %) 

OPERATING EXPENSE:

        

Station operating expenses

     67.1         63.7         5

Depreciation and amortization expense

     2.0         2.7         (26 %) 

Corporate general and administrative expenses

     6.0         6.3         (5 %) 

Other operating expenses

     —           0.2      
  

 

 

    

 

 

    

Total operating expense

     75.1         72.9         3
  

 

 

    

 

 

    

OPERATING INCOME (LOSS)

     23.3         29.4         (21 %) 
  

 

 

    

 

 

    

OTHER (INCOME) EXPENSE:

        

Net interest expense

     11.0         13.3         (17 %) 

Other income and expense

     0.1         —        
  

 

 

    

 

 

    

TOTAL OTHER EXPENSE

     11.1         13.3         (17 %) 
  

 

 

    

 

 

    

INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT)

     12.2         16.1         (24 %) 
  

 

 

    

 

 

    

INCOME TAXES (BENEFIT)

     5.3         7.9         (33 %) 
  

 

 

    

 

 

    

NET INCOME (LOSS)

   $ 6.9       $ 8.2         (16 %) 
  

 

 

    

 

 

    

Net Revenues

Net revenues decreased due to a combination of limited growth in radio advertising sales in our markets during the quarter as well as the Company’s relative sales performance. In addition, the prior year benefited from the influx of advertising from political candidates and groups primarily due to the high number of state and federal elections during this period.

Net revenues increased the most for our stations in the Portland and Sacramento markets, offset by a decrease for our stations in the Boston and Seattle markets.

Station Operating Expenses

The increase in station operating expenses was primarily due to: (1) the unfavorable comparison to the prior year which included a $2.0 million music royalty expense credit as a result of an industry settlement with BMI for fees paid by us to BMI in prior years; and (2) an increase in marketing expenses associated with the launch of several new radio station formats.

The increase in station operating expenses was offset by a decrease in sales costs, which vary with revenues, due to the decrease in net revenues.

Depreciation And Amortization Expense

Depreciation and amortization expense decreased due to our recent history of decreased levels of capital expenditure requirements over the past several years.

Corporate General And Administrative Expenses

Corporate general and administrative expenses decreased primarily due to: (1) a decline in estimated incentive compensation; and (2) a decline in non-cash compensation expense related to the issuance of equity awards.

 

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Operating Income

Operating income decreased primarily due to: (1) a $3.8 million decrease in net revenues; and (2) a $3.4 million increase in station operating expenses.

Interest Expense

The decrease in interest expense was primarily due to: (1) lower outstanding debt upon which interest is computed.; and (2) lower interest rates as a result of the November 2012 modification to our Credit Facility.

Income (Loss) Before Income Taxes (Benefit)

The decrease was primarily attributable to the decrease in operating income, offset by a decrease in interest expense.

Income Taxes (Benefit)

For the current period, the income tax rate was 43.9%, which primarily reflects adjustments for expenses that are not deductible for tax purposes and an increase in net deferred tax liabilities associated with non-amortizable assets such as broadcasting licenses and goodwill.

For the prior period, income tax expense was 49.2 %, which includes adjustments for expenses that are not deductible for tax purposes, and the recognition of tax benefits related to discrete items arising during the period. The income tax rate before discrete items was higher than the expected low 40% range primarily due to the negative impact to income before income taxes of the impairment loss recorded during the second quarter of 2012.

Net Income (Loss)

The net change in net income (loss) was primarily attributable to the reasons described above under Income Before Income Taxes and Income Taxes (Benefit).

Liquidity And Capital Resources

Liquidity

As of September 30, 2013, we had $308.0 million outstanding under our Credit Facility and $220 million in principal for our 10.5% senior unsecured notes (the “Senior Notes”). In addition, we have a $0.4 million letter of credit. As of September 30, 2013, we had $6.6 million in cash and cash equivalents.

The Credit Facility

On November 23, 2011, we entered into a new credit agreement with a syndicate of lenders for a $425 million Credit Facility, which is comprised of: (a) a $50 million revolving credit facility (the “Revolver”) that matures on November 23, 2016; and (b) a $375 million term loan (the “Term B Loan”) that matures on November 23, 2018. The Term B Loan amortizes in quarterly installments of $0.9 million and any remaining principal and interest is due at maturity (except for certain mandatory principal prepayments of excess cash flow and other events as described below).

The undrawn amount of the Revolver was $49.6 million as of September 30, 2013. The amount of the Revolver available to us is a function of covenant compliance at the time of borrowing. Based on our financial covenant analysis as of September 30, 2013, we would not be limited in these borrowings.

The Term B Loan requires annual mandatory prepayments of a portion of our Excess Cash Flow. We estimate that the Excess Cash Flow payment, which is due in the first quarter of 2014, has been fully paid as of September 30, 2013. The amount of the Excess Cash Flow prepayment required is subject to change based on actual results, which could differ materially from our financial projections as of September 30, 2013. We funded the prepayment using cash from operating activities.

 

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As of September 30, 2013, we are in compliance with all financial covenants and all other terms of the Credit Facility in all material respects. Our ability to maintain compliance with our covenants will be highly dependent on our results of operations. A default under our Credit Facility or the indenture governing our Senior Notes could cause a cross default in the other. Any event of default could have a material adverse effect on our business and financial condition.

We believe that over the next 12 months we can continue to maintain our compliance with these covenants. We believe that cash on hand and cash from operating activities, together with available borrowings under the Revolver, will be sufficient to permit us to meet our liquidity requirements over the next 12 months, including our debt repayments. Our operating cash flow remains positive, and we believe that it is adequate to fund our operating needs. As a result, we have not been required to rely upon, and we do not anticipate being required to rely upon, the Revolver to fund our operations.

Failure to comply with our financial covenants or other terms of our Credit Facility and any subsequent failure to negotiate and obtain any required relief from our lenders could result in the acceleration of the maturity of all outstanding debt. Under these circumstances, the acceleration of our debt could have a material adverse effect on our business. We may seek from time to time to amend our Credit Facility or obtain other funding or additional financing, which may result in higher interest rates.

Credit Facility’s Financial Covenants

As of September 30, 2013, our Consolidated Leverage Ratio was 4.8 times versus a covenant maximum of 6.5 times and our Consolidated Interest Coverage Ratio was 2.6 times versus a covenant minimum of 1.6 times. These covenants become more restrictive over time.

 

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The following tables present the computations as defined under our Credit Facility:

 

Consolidated Leverage Ratio Computations:

  

(amounts in thousands, except ratios)

  

Numerator: Consolidated Funded Indebtedness

  

Senior debt outstanding

   $ 308,069   

Senior Notes at maturity

     220,000   

Letter of credit outstanding

     370   
  

 

 

 

Total debt outstanding

     528,439   

Less cash outstanding, not to exceed $40 million

     (6,569
  

 

 

 

Consolidated Funded Indebtedness

   $ 521,870   
  

 

 

 

Denominator: Consolidated Operating Cash Flow

  

Net income

   $ 23,864   

Income taxes

     23,309   

Depreciation and amortization

     9,154   

Impairment loss

     850   

Interest expense

     46,418   

Non-cash compensation expense

     4,749   

Deferred non-cash charges

     1,728   

Unusual gains not in the ordinary course of business

     (1,646

Loss on debt extinguishment

     747   

Pro forma for tower disposition as of beginning of period

     (581
  

 

 

 

Consolidated Operating Cash Flow

   $ 108,592   
  

 

 

 

Consolidated Leverage Ratio

     4.81   
  

 

 

 

Consolidated Interest Coverage Ratio Computations:

  

(amounts in thousands, except ratios)

  

Numerator: Consolidated Operating Cash Flow

   $ 108,592   
  

 

 

 

Denominator: Consolidated Interest Charges

  

Interest expense

   $ 46,418   

Less: Interest income and certain deferred financing expense

     (4,451

Less: Interest expense associated with the tower transaction

     (581
  

 

 

 

Consolidated Interest Charges

   $ 41,386   
  

 

 

 

Consolidated Interest Coverage Ratio

     2.62   
  

 

 

 

The Senior Notes

Simultaneously with entering into the Credit Facility on November 23, 2011, we issued the Senior Notes which mature on December 1, 2019 in the amount of $220 million. Interest on the Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year.

In addition to the parent, Entercom Communications Corp., all of our existing subsidiaries (other than Entercom Radio, LLC, which is a finance subsidiary and is the issuer of the Senior Notes), jointly and severally guaranteed the Senior Notes. Under certain covenants, our subsidiary guarantors are restricted from paying dividends or distributions in excess of amounts defined under the Senior Notes, and the subsidiary guarantors are limited in their ability to incur additional indebtedness under certain restrictive covenants.

A default under our Senior Notes could cause a default under our Credit Facility. Any event of default could have a material adverse effect on our business and financial condition.

 

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Finance Method Lease Obligation

On June 23, 2013, we eliminated our finance method lease obligation of $12.6 million and recorded a current and deferred gain on the disposition of the towers of $1.6 million and $9.9 million, respectively. We recorded this transaction during the second quarter of 2013 as a non-cash reduction of debt and non-cash recognition of gain.

Operating Activities

Net cash flows provided by operating activities were $46.5 million and $46.6 million for the nine months ended September 30, 2013 and 2012, respectively. The cash flows from operating activities remained relatively flat as the following factors primarily offset each other: a decrease in net revenues of $8.8 million and a decrease in accounts receivable working capital needs of $8.7 million.

Investing Activities

Net cash flows used in investing activities were $3.4 million and $27.4 million for the nine months ended September 30, 2013 and 2012, respectively.

For the nine months ended September 30, 2013, the cash used in investing activities primarily reflects the additions to property and equipment of $3.5 million. For the nine months ended September 30, 2012, the cash used in investing activities primarily reflects the acquisition of radio station assets of $25.0 million.

Financing Activities

Net cash flows used in financing activities were $45.5 million and $16.1 million for the nine months ended September 30, 2013 and 2012, respectively.

For the nine months ended September 30, 2013 and 2012, the cash flows used in financing activities primarily reflect the reduction to our net borrowings of $44.5 million and $15.5 million, respectively.

Dividends

We do not currently pay, and have not paid for the past several years, any dividends on our common stock. 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 our Credit Facility and the Indenture governing our Senior Notes.

Income Taxes

During the nine months ended September 30, 2013, we paid a nominal amount in state income taxes. We anticipate that it will not be necessary to make any quarterly estimated federal or state income tax payments for the remainder of 2013 based upon available net operating loss carryovers, existing prepayments and expected quarterly income subject to tax.

Contractual Obligations

There have been no material changes from the contractual obligations listed in our Form 10-K for the year ended December 31, 2012, filed with the SEC on February 27, 2013.

Off-Balance Sheet Arrangements

As of September 30, 2013, we had no off-balance sheet arrangements, other than as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on February 27, 2013.

Critical Accounting Policies

The SEC defines critical accounting policies as those that are most important to the portrayal of a company’s financial condition and results and that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

 

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There have been no material changes to our critical accounting policies from the information provided in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies, in our Annual Report on Form 10-K for the year ended December 31, 2012. We have, however, provided additional disclosures to one of our critical accounting policies for impairment testing of radio broadcasting licenses and goodwill, as we conducted our annual impairment test of broadcasting licenses and goodwill during the second quarter of 2013.

Radio Broadcasting Licenses And Goodwill

We have made acquisitions in the past for which a significant amount of the purchase price was allocated to broadcasting licenses and goodwill assets. As of September 30, 2013, we have recorded approximately $757.8 million in radio broadcasting licenses and goodwill, which represents 84% of our total assets at that date. We must conduct impairment testing at least annually, or more frequently, if events or changes in circumstances indicate that the assets might be impaired, and charge to operations an impairment expense in the periods in which the recorded value of these assets is more than their fair value. Any such impairment could be material. After an impairment expense is recognized, the recorded value of these assets will be reduced by the amount of the impairment expense and that result will be the assets’ new accounting basis. In 2012, 2009 and 2008, we recorded impairment losses of $22.3 million, $67.7 million and $835.7 million, respectively.

We believe our estimate of the value of our radio broadcasting licenses and goodwill assets is a critical accounting estimate as the value is significant in relation to our total assets, and our estimate of the value uses assumptions that incorporate variables based on past experiences and judgments about future performance of our stations.

Broadcasting Licenses Impairment Test

We perform our broadcasting license impairment test by evaluating our broadcasting licenses for impairment using the direct method at the market level. Each market’s broadcasting licenses are combined into a single unit of accounting for the purpose of testing impairment, as the broadcasting licenses in each market are operated as a single asset. We determine the fair value of broadcasting licenses in each of our 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. Our fair value analysis contains assumptions based upon past experience and reflects expectations of industry observers and includes judgments about future performance using industry normalized information for an average station within a certain market. These assumptions 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 capital start-up costs and losses incurred during the early years; (5) the likely media competition within the market area; (6) a tax rate; and (7) future terminal values. Changes in our estimates of the fair value of these assets could result in material future period write-downs in the carrying value of our broadcasting licenses and goodwill assets.

The methodology used by us in determining our key estimates and assumptions was applied consistently to each market. Of the seven variables identified above, we believe that the first three (in items (1) through (3) above) are the most important to the determination of fair value.

We completed our annual impairment test for broadcasting licenses during the second quarter of 2013 and determined that the fair value of the broadcasting licenses was more than the carrying value in each of our markets and, as a result, we did not record an impairment loss.

There were no events or circumstances since the second quarter of 2013 that indicated an interim review of broadcasting licenses was required.

If actual market conditions are less favorable than those projected by the industry or by us, or if events occur or circumstances change that would reduce the fair value of our broadcasting licenses below the amount reflected in the balance sheet, we may be required to recognize impairment charges, which could be material, in future periods.

 

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Broadcasting Licenses Valuation At Risk

As a result of the second quarter 2013 impairment test of our broadcasting licenses, there were eight units of accounting where the fair value exceeded their carrying value by 10% or less as of June 30, 2013. In aggregate, these eight units of accounting have a carrying value of $458.7 million. If overall market conditions or the performance of the economy deteriorates, advertising expenditures and radio industry results could be negatively impacted, including expectations for future growth. This could result in future impairment charges for these or other of our units of accounting.

Goodwill Impairment Test

There were no events or circumstances since our second quarter of 2013 annual goodwill test that required us to test the carrying value of our goodwill.

We completed our annual goodwill impairment test during the second quarter of 2013 and the results indicated that there was no impairment as the fair value was greater than the carrying value.

If actual market conditions are less favorable than those projected by the industry or us, or if events occur or circumstances change that would reduce the fair value of our goodwill below the amount reflected in the balance sheet, we may be required to conduct an interim test and possibly recognize impairment charges, which could be material, in future periods.

Goodwill Valuation At Risk

As a result of the second quarter 2013 impairment test of our goodwill, there were three reporting units that exceeded the carrying value by 10% or less as of June 30, 2013. In aggregate, these three reporting units have a carrying value of $264.2 million, of which $4.4 million is goodwill. Future impairment charges may be required on these, or other of our reporting units, as the discounted cash flow and market-based models are subject to change based upon our performance, our stock price, peer company performance and their stock prices, overall market conditions, and the state of the credit markets.

 

ITEM 3. Quantitative And Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in interest rates on our variable rate senior debt. If the borrowing rates under LIBOR were to increase 1% above the current rates as of September 30, 2013, our interest expense on our senior debt, other than the Revolver, would remain flat on an annual basis as our Term Loan provides for a minimum LIBOR floor. The interest expense on our outstanding Revolver would be subject to variable interest rates. If our entire Revolver was outstanding as of September 30, 2013 and LIBOR increased by 1% above the current rates as of September 30, 2013, our interest expense would increase by $0.5 million. From time to time, we may seek to limit our exposure to interest rate volatility through the use of interest rate hedging instruments.

Assuming LIBOR remains flat, interest expense in 2013 should continue to be lower due to the impact of the debt modification to our Credit Facility during the fourth quarter of 2012 and the continuing reduction to our outstanding debt.

As of September 30, 2013, there were no interest rate transactions outstanding.

Our cash equivalents are money market instruments consisting of short-term government securities and repurchase agreements that are fully collateralized by government securities. We do not believe that we have any material credit exposure with respect to these assets.

Our credit exposure related to our accounts receivable does not represent a significant concentration of credit risk due to the quantity of advertisers, the minimal reliance on any one advertiser, the multiple markets in which we operate and the wide variety of advertising business sectors.

See also additional disclosures regarding liquidity and capital resources made under Liquidity and Capital Resources in Part 1, Item 2, above.

 

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ITEM 4. Controls And Procedures

Evaluation Of Controls And Procedures

We maintain “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) that are designed to ensure that: (i) information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms; and (ii) such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our President/Chief Executive Officer and Executive Vice President/Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

Changes In Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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Table of Contents

PART II

OTHER INFORMATION

 

ITEM 1. Legal Proceedings

There were no material developments relating to the legal proceedings described in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on February 27, 2013.

 

ITEM 1A. Risk Factors

There have been no material changes from the Risk Factors described in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on February 27, 2013.

 

ITEM 2. Unregistered Sales Of Equity Securities And Use Of Proceeds

The following table provides information on our repurchases during the quarter ended September 30, 2013:

 

                   (c)      (d)  
                   Total      Maximum  
                   Number Of      Approximate  
                   Shares      Dollar Value  
                   Purchased      Of  
                   As      Shares That  
     (a)      (b)      Part Of      May Yet Be  
     Total      Average      Publicly      Purchased  
     Number      Price      Announced      Under  
     Of Shares      Paid      Plans Or      The Plans  

Period (1)

   Purchased      Per Share      Programs      Or Programs  

July 1, 2013—July 31, 2013

     —         $ —           —         $ —     

August 1, 2013—August 31, 2013

     —         $ —           —         $ —     

September 1, 2013 —September 30, 2013

     171       $ 8.05         —         $ —     
  

 

 

       

 

 

    

Total

     171            —        
  

 

 

       

 

 

    

 

(1)  As a result of our withholding shares to satisfy employee tax obligations related to the vesting of restricted stock units during the three months ended September 30, 2013, we are deemed to have repurchased the following shares withheld to satisfy employees’ tax obligations: 171 shares at an average price of $8.05 per share in September 2013. These shares are included in the table above.

 

ITEM 3. Defaults Upon Senior Securities

None.

 

ITEM 4. Mine Safety Disclosures

N/A

 

ITEM 5. Other Information

None.

 

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ITEM 6. Exhibits

 

Exhibit
Number

  

Description

    3.01    Amended and Restated Articles of Incorporation of the Entercom Communications Corp. as further amended on December 19, 2007 and May 15, 2009. (1)
    3.02    Amended and Restated Bylaws of the Entercom Communications Corp. (2)
    4.01    Credit Agreement, dated as of November 23, 2011, among Entercom Radio, LLC, as the Borrower, Entercom Communications Corp., as the Parent, Bank of America, N.A. as Administrative Agent and the lenders party thereto. (3) (Originally filed as Exhibit 4.1)
    4.02    Indenture, dated as of November 23, 2011, by and among Entercom Radio, LLC, as the Issuer, the Note Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee. (3) (Originally filed as Exhibit 4.2)
    4.03    Form of Note. (3) (Originally filed as Exhibit 4.3)
  31.01    Certification of President and Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), as created by Section 302 of the Sarbanes-Oxley Act of 2002. (4)
  31.02    Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), as created by Section 302 of the Sarbanes-Oxley Act of 2002. (4)
  32.01    Certification of President and Chief Executive Officer pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. (5)
  32.02    Certification of Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. (5)
101.INS    XBRL Instance Document (4)
101.SCH    XBRL Taxonomy Extension Schema Document (4)
101.CAL    XBRL Taxonomy Extension Calculation Linkbase Document (4)
101.LAB    XBRL Taxonomy Extension Labels Linkbase Document (4)
101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document (4)
101.DEF    XBRL Taxonomy Extension Definition Linkbase Document (4)

 

(1) Incorporated by reference to Exhibit 3.01 of our Amendment to Registration Statement on Form S-1, as filed on January 27, 1999 (File No. 333-61381), Exhibit 3.1 of our Current Report on Form 8-K as filed on December 21, 2007 and Exhibit 3.02 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, as filed on August 5, 2009.
(2) Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K as filed on February 21, 2008.
(3) Incorporated by reference to an exhibit (as indicated above) to our Current Report on Form 8-K filed on November 25, 2011.
(4) Filed herewith.
(5) These exhibits are submitted herewith as “accompanying” this Quarterly Report on Form 10-Q and shall not be deemed to be “filed” as part of such Quarterly Report on Form 10-Q.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

           

ENTERCOM COMMUNICATIONS CORP.

(Registrant)

Date: November 12, 2013      

/S/ David J. Field

     

Name: David J. Field

Title: President and Chief Executive Officer

(principal executive officer)

Date: November 12, 2013      

/S/ Stephen F. Fisher

     

Name: Stephen F. Fisher

Title: Executive Vice President and Chief Financial Officer (principal financial officer)

 

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EXHIBIT INDEX

 

Exhibit
Number

  

Description

    3.01    Amended and Restated Articles of Incorporation of the Entercom Communications Corp. as further amended on December 19, 2007 and May 15, 2009. (1)
    3.02    Amended and Restated Bylaws of the Entercom Communications Corp. (2)
    4.01    Credit Agreement, dated as of November 23, 2011, among Entercom Radio, LLC, as the Borrower, Entercom Communications Corp., as the Parent, Bank of America, N.A. as Administrative Agent and the lenders party thereto. (3) (Originally filed as Exhibit 4.1)
    4.02    Indenture, dated as of November 23, 2011, by and among Entercom Radio, LLC, as the Issuer, the Note Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee. (3) (Originally filed as Exhibit 4.2)
    4.03    Form of Note. (3) (Originally filed as Exhibit 4.3)
  31.01    Certification of President and Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), as created by Section 302 of the Sarbanes-Oxley Act of 2002. (4)
  31.02    Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), as created by Section 302 of the Sarbanes-Oxley Act of 2002. (4)
  32.01    Certification of President and Chief Executive Officer pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. (5)
  32.02    Certification of Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. (5)
101.INS    XBRL Instance Document (4)
101.SCH    XBRL Taxonomy Extension Schema Document (4)
101.CAL    XBRL Taxonomy Extension Calculation Linkbase Document (4)
101.LAB    XBRL Taxonomy Extension Labels Linkbase Document (4)
101.PRE    XBRL Taxonomy Extension Presentation Linkbase Document (4)
101.DEF    XBRL Taxonomy Extension Definition Linkbase Document (4)

 

(1) Incorporated by reference to Exhibit 3.01 of our Amendment to Registration Statement on Form S-1, as filed on January 27, 1999 (File No. 333-61381), Exhibit 3.1 of our Current Report on Form 8-K as filed on December 21, 2007 and Exhibit 3.02 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, as filed on August 5, 2009.
(2) Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K as filed on February 21, 2008.
(3) Incorporated by reference to an exhibit (as indicated above) to our Current Report on Form 8-K filed on November 25, 2011.
(4) Filed herewith.
(5) These exhibits are submitted herewith as “accompanying” this Quarterly Report on Form 10-Q and shall not be deemed to be “filed” as part of such Quarterly Report on Form 10-Q.

 

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