10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2018

Commission File No. 0-25969

 

URBAN ONE, INC.

(Exact name of registrant as specified in its charter)

Delaware	52-1166660
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

1010 Wayne Avenue,

14th Floor

Silver Spring, Maryland 20910

(Address of principal executive offices)

(301) 429-3200

Registrant’s telephone number, including area code

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   þ   No   ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes   þ   No   ¨

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

Large accelerated filer ¨	Accelerated filer  þ
Non-accelerated filer ¨	Smaller reporting company þ
	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

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

Class	Outstanding at October 29, 2018
Class A Common Stock, $.001 Par Value		1,637,472
Class B Common Stock, $.001 Par Value		2,861,843
Class C Common Stock, $.001 Par Value		2,928,906
Class D Common Stock, $.001 Par Value		39,572,435

TABLE OF CONTENTS

		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2018 and 2017 (Unaudited)	4
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2018 and 2017 (Unaudited)	5
	Consolidated Balance Sheets as of September 30, 2018 (Unaudited) and December 31, 2017	6
	Consolidated Statement of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2018 (Unaudited)	7
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017 (Unaudited)	8
	Notes to Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	50
Item 4.	Controls and Procedures	50
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	51
Item 1A.	Risk Factors	51
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
Item 3.	Defaults Upon Senior Securities	51
Item 4.	Mine Safety Disclosures	51
Item 5.	Other Information	51
Item 6.	Exhibits	52
	SIGNATURES	53

2 

CERTAIN DEFINITIONS

Unless otherwise noted, throughout this report, the terms “Urban One,” “the Company,” “we,” “our” and “us” refer to Urban One, Inc. together with its subsidiaries.

Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements do not relay historical facts, but rather reflect our current expectations concerning future operations, results and events. All statements other than statements of historical fact are “forward-looking statements” including 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 some of these forward-looking statements by our use of words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “likely,” “may,” “estimates” and similar expressions.  You can also identify a forward-looking statement in that such statements discuss matters in a way that anticipates operations, results or events that have not already occurred but rather will or may occur in future periods.  We cannot guarantee that we will achieve any forward-looking plans, intentions, results, operations or expectations.  Because these statements apply to future events, they are subject to risks and uncertainties, some of which are beyond our control that could cause actual results to differ materially from those forecasted or anticipated in the forward-looking statements.  These risks, uncertainties and factors include (in no particular order), but are not limited to:

· economic volatility, financial market unpredictability and fluctuations in the United States and other world economies that may affect our business and financial condition, and the business and financial conditions of our advertisers;

· our high degree of leverage and potential inability to finance strategic transactions given fluctuations in market conditions;

· fluctuations in the local economies of the markets in which we operate (particularly our largest markets, Atlanta; Baltimore; Houston; and Washington, DC) could negatively impact our ability to meet our cash needs and our ability to maintain compliance with our debt covenants;

· fluctuations in the demand for advertising across our various media;

· risks associated with the implementation and execution of our business diversification strategy;

· regulation by the Federal Communications Commission (“FCC”) relative to maintaining our broadcasting licenses, enacting media ownership rules and enforcing of indecency rules;

· changes in our key personnel and on-air talent;

· increases in the costs of our programming, including on-air talent and content acquisitions costs;

· financial losses that may be incurred due to impairment charges against our broadcasting licenses, goodwill, and other intangible assets;

· increased competition for advertising revenues with other radio stations, broadcast and cable television, newspapers and magazines, outdoor advertising, direct mail, internet radio, satellite radio, smart phones, tablets, and other wireless media, the internet, social media, and other forms of adverting;

· the impact of our acquisitions, dispositions and similar transactions, as well as consolidation in industries in which we and our advertisers operate; and

· other factors mentioned in our filings with the Securities and Exchange Commission (“SEC”) including the factors discussed in detail in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K, for the year ended December 31, 2017.

You should not place undue reliance on these forward-looking statements, which reflect our views as of the date of this report. We undertake no obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

3 

URBAN ONE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
	(Unaudited)
	(In thousands, except share data)
NET  REVENUE	$	110,730		$	112,078		$	325,557		$	331,005
OPERATING EXPENSES:
Programming and technical, including stock-based compensation of $30 and $0, and $30 and $0, respectively		30,982			34,892			93,504			99,798
Selling, general and administrative, including stock-based compensation of $166 and $326, and $582 and $453, respectively		36,530			36,851			112,413			114,280
Corporate selling, general and administrative, including stock-based compensation of $938 and $1,329, and $3,023 and $1,493, respectively		2,784			11,608			23,986			30,139
Depreciation and amortization		8,333			8,804			24,869			25,548
Impairment of long-lived assets		—			16,392			6,556			29,148
Total operating expenses		78,629			108,547			261,328			298,913
Operating income		32,101			3,531			64,229			32,092
INTEREST INCOME		33			12			194			160
INTEREST EXPENSE		18,987			19,938			57,423			60,147
(GAIN) LOSS ON RETIREMENT OF DEBT		(120	)		(690	)		(985	)		6,393
GAIN ON SALE-LEASEBACK		—			—			—			(14,411	)
OTHER INCOME, net		(1,935	)		(1,850	)		(5,850	)		(4,745	)
Income (loss) before benefit from income taxes and noncontrolling interests in income of subsidiaries		15,202			(13,855	)		13,835			(15,132	)
BENEFIT FROM INCOME TAXES		(8,173	)		(6,037	)		(10,914	)		(5,967	)
CONSOLIDATED NET INCOME (LOSS)		23,375			(7,818	)		24,749			(9,165	)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		331			68			670			232
CONSOLIDATED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	23,044		$	(7,886	)	$	24,079		$	(9,397	)
BASIC NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
Net income (loss) attributable to common stockholders	$	0.51		$	(0.17	)	$	0.52		$	(0.20	)
DILUTED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
Net income (loss) attributable to common stockholders	$	0.49		$	(0.17	)	$	0.50		$	(0.20	)
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic		45,128,341			46,681,585			45,946,820			47,487,607
Diluted		47,462,358			46,681,585			48,376,362			47,487,607

The accompanying notes are an integral part of these consolidated financial statements.

4 

URBAN ONE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

	Three Months Ended September 30,					Nine Months Ended September 30,
	2018		2017			2018		2017
	(Unaudited)
	(In thousands)
COMPREHENSIVE INCOME (LOSS)	$	23,375	$	(7,818	)	$	24,749	$	(9,165	)
LESS:  COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		331		68			670		232
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	23,044	$	(7,886	)	$	24,079	$	(9,397	)

The accompanying notes are an integral part of these consolidated financial statements.

5 

URBAN ONE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	As of
	September 30, 2018			December 31, 2017
	(Unaudited)
	(In thousands, except share data)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	45,326		$	37,009
Restricted cash		772			802
Trade accounts receivable, net of allowance for doubtful accounts of $7,847 and $8,071, respectively		105,323			111,596
Prepaid expenses		7,994			9,013
Current portion of content assets		34,833			37,549
Other current assets		3,701			3,766
Total current assets		197,949			199,735
CONTENT ASSETS, net		80,869			74,508
PROPERTY AND EQUIPMENT, net		26,412			25,181
GOODWILL		260,299			262,894
RADIO BROADCASTING LICENSES		600,111			614,535
OTHER INTANGIBLE ASSETS, net		74,882			94,055
OTHER ASSETS		47,019			45,847
Total assets	$	1,287,541		$	1,316,755
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	5,733		$	8,127
Accrued interest		15,592			15,428
Accrued compensation and related benefits		9,819			8,648
Current portion of content payables		18,116			17,891
Other current liabilities		27,558			27,236
Current portion of long-term debt		15,372			3,500
Total current liabilities		92,190			80,830
LONG-TERM DEBT, net of current portion, original issue discount and issuance costs		924,837			967,166
CONTENT PAYABLES, net of current portion		21,198			21,879
OTHER LONG-TERM LIABILITIES		37,560			44,853
DEFERRED TAX LIABILITIES, net		137,860			148,592
Total liabilities		1,213,645			1,263,320
REDEEMABLE NONCONTROLLING INTERESTS		11,112			10,780
STOCKHOLDERS’ EQUITY:
Convertible preferred stock, $.001 par value, 1,000,000 shares authorized; no shares outstanding at September 30, 2018 and December 31, 2017, respectively		—			—
Common stock — Class A, $.001 par value, 30,000,000 shares authorized; 1,637,472 and 1,641,632 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively		2			2
Common stock — Class B, $.001 par value, 150,000,000 shares authorized; 2,861,843 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively		3			3
Common stock — Class C, $.001 par value, 150,000,000 shares authorized; 2,928,906 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively		3			3
Common stock — Class D, $.001 par value, 150,000,000 shares authorized; 39,768,165 and 41,014,121 shares issued and outstanding as of September 30, 2018 and December 31, 2017, respectively		40			41
Additional paid-in capital		979,633			983,582
Accumulated deficit		(916,897	)		(940,976	)
Total stockholders’ equity		62,784			42,655
Total liabilities, redeemable noncontrolling interests and stockholders’ equity	$	1,287,541		$	1,316,755

The accompanying notes are an integral part of these consolidated financial statements.

6 

URBAN ONE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018 (UNAUDITED)

	Convertible Preferred Stock		Common Stock Class A		Common Stock Class B		Common Stock Class C		Common Stock Class D			Additional Paid-In Capital			Accumulated Deficit			Total Stockholders’ Equity
	(In Thousands, except share data)
BALANCE, as of December 31, 2017	$	—	$	2	$	3	$	3	$	41		$	983,582		$	(940,976	)	$	42,655
Consolidated net income		—		—		—		—		—			—			24,079			24,079
Repurchase of 4,160 shares of Class A common stock and 3,062,574 shares of Class D common stock		—		—		—		—		(3	)		(6,127	)		—			(6,130	)
Repurchase of share-based equity awards		—		—		—		—		—			(1,077	)		—			(1,077	)
Exercise of options for 58,190 shares of common stock		—		—		—		—		—			85			—			85
Adjustment of redeemable noncontrolling interests to estimated redemption value		—		—		—		—		—			(463	)		—			(463	)
Stock-based compensation expense		—		—		—		—		2			3,633			—			3,635
BALANCE, as of September 30, 2018	$	—	$	2	$	3	$	3	$	40		$	979,633		$	(916,897	)	$	62,784

The accompanying notes are an integral part of these consolidated financial statements.

7 

URBAN ONE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30,
	2018			2017
	(Unaudited)
	(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income (loss)	$	24,749		$	(9,165	)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization		24,869			25,548
Amortization of debt financing costs		2,151			2,900
Amortization of content assets		32,315			35,468
Amortization of launch assets		317			324
Deferred income taxes		(10,732	)		(5,960	)
Impairment of long-lived assets		6,556			29,148
Stock-based compensation		3,635			1,946
(Gain) loss on retirement of debt		(985	)		6,393
Gain on sale-leaseback		—			(14,411	)
Effect of change in operating assets and liabilities, net of assets acquired:
Trade accounts receivable		5,297			(6,146	)
Prepaid expenses and other current assets		(101	)		(1,222	)
Other assets		(1,172	)		1,916
Accounts payable		(2,394	)		(184	)
Accrued interest		164			(963	)
Accrued compensation and related benefits		1,171			(6,317	)
Other liabilities		(5,254	)		1,030
Payment of launch support		—			(1,848	)
Payments for content assets		(36,416	)		(38,683	)
Net cash flows provided by operating activities		44,170			19,774
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(3,719	)		(4,483	)
Proceeds from sale of radio station		12,791			2,000
Proceeds from sale-leaseback		—			25,000
Acquisition of digital assets		—			(5,000	)
Acquisition of station and broadcasting assets		(4,763	)		(2,000	)
Net cash flows provided by investing activities		4,309			15,517
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from 2017 Credit Facility		—			350,000
Repayment of 2017 Credit Facility		(2,625	)		(1,750	)
Repayment of 2015 Credit Facility		—			(344,750	)
Distribution of contingent consideration		(752	)		—
Proceeds from exercise of stock options		85			—
Repayment of 2020 Notes		(28,892	)		(19,369	)
Debt refinancing costs and original issue discount		—			(8,860	)
Repurchase of share-based equity awards		(1,077	)		—
Payment of dividends to noncontrolling interest members of Reach Media		(801	)		—
Repurchase of common stock		(6,130	)		(4,396	)
Net cash flows used in financing activities		(40,192	)		(29,125	)
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		8,287			6,166
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period		37,811			46,781
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$	46,098		$	52,947
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Interest	$	55,108		$	58,210
Income taxes, net of refunds	$	1,289		$	629
NON-CASH FINANCIAL AND INVESTING ACTIVITIES:
Purchases of property and equipment	$	329		$	—

The accompanying notes are an integral part of these consolidated financial statements.

8 

URBAN ONE, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a) Organization

Urban One, Inc. (a Delaware corporation referred to as “Urban One”) and its subsidiaries (collectively, the “Company”) is an urban-oriented, multi-media company that primarily targets African-American and urban consumers. Our core business is our radio broadcasting franchise which is the largest radio broadcasting operation that primarily targets African-American and urban listeners. As of September 30, 2018, we owned and/or operated 59 broadcast stations (including HD stations we operate) located in 15 of the most populous African-American markets in the United States. While a core source of our revenue has historically been and remains the sale of local and national advertising for broadcast on our radio stations, our strategy is to operate the premier multi-media entertainment and information content provider targeting African-American and urban consumers. Thus, we have diversified our revenue streams by making acquisitions and investments in other complementary media properties. Our diverse media and entertainment interests include TV One, LLC (“TV One”), an African-American targeted cable television network; our 80.0% ownership interest in Reach Media, Inc. (“Reach Media”) which operates the Tom Joyner Morning Show and our other syndicated programming assets, including the Rickey Smiley Morning Show, the Russ Parr Morning Show and the DL Hughley Show; and Interactive One, LLC (“Interactive One”), our wholly owned digital platform serving the African-American community through social content, news, information, and entertainment websites, including its Cassius, Bossip, HipHopWired and MadameNoire digital platforms and brands. We also have invested in a minority ownership interest in MGM National Harbor, a gaming resort located in Prince George’s County, Maryland. Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to the African-American and urban audiences.

Our core radio broadcasting franchise operates under the brand “Radio One.”  We also operate our other brands, such as TV One, Reach Media and Interactive One, while developing additional branding reflective of our diverse media operations and targeting our African-American and urban audiences.

As part of our consolidated financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, we have provided selected financial information on the Company’s four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. (See Note 7 – Segment Information.)

(b) Interim Financial Statements

The interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In management’s opinion, the interim financial data presented herein include all adjustments (which include only normal recurring adjustments) necessary for a fair presentation. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations.

Results for interim periods are not necessarily indicative of results to be expected for the full year. This Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2017 Annual Report on Form 10-K.

(c) Financial Instruments

Financial instruments as of September 30, 2018, and December 31, 2017, consisted of cash and cash equivalents, restricted cash, trade accounts receivable, long-term debt and redeemable noncontrolling interests. The carrying amounts approximated fair value for each of these financial instruments as of September 30, 2018, and December 31, 2017, except for the Company’s outstanding senior subordinated notes and secured notes. The 9.25% Senior Subordinated Notes which are due in February 2020 (the “2020 Notes”) had a carrying value of approximately $245.0 million and $275.0 million as of September 30, 2018, and December 31, 2017, respectively, and fair value of approximately $241.9 million and $257.8 million as of September 30, 2018, and December 31, 2017, respectively. The fair values of the 2020 Notes, classified as Level 2 instruments, were determined based on the trading values of these instruments in an inactive market as of the reporting date. The 7.375% Senior Secured Notes that are due in March 2022 (the “2022 Notes”) had a carrying value of approximately $350.0 million as of each of September 30, 2018, and December 31, 2017, and fair value of approximately $346.5 million and $348.3 million as of September 30, 2018, and December 31, 2017, respectively. The fair values of the 2022 Notes, classified as Level 2 instruments, were determined based on the trading values of these instruments in an inactive market as of the reporting date. On April 18, 2017, the Company closed on the $350.0 million senior secured credit facility (the “2017 Credit Facility”) which had a carrying value of approximately $344.8 million and fair value of approximately $336.1 million as of September 30, 2018. The 2017 Credit Facility had a carrying value of approximately $347.4 million and fair value of approximately $340.4 million as of December 31, 2017. The fair value of the 2017 Credit Facility, classified as a Level 2 instrument, was determined based on the trading values of this instrument in an inactive market as of the reporting date. The senior unsecured promissory note in the aggregate principal amount of approximately $11.9 million (the “Comcast Note”) had a carrying value of approximately $11.9 million as of September 30, 2018, and as of December 31, 2017. The fair value of the Comcast Note was approximately $11.9 million as of September 30, 2018, and as of December 31, 2017. The fair value of the Comcast Note, classified as a Level 3 instrument, was determined based on the fair value of a similar instrument as of the reporting date using updated interest rate information derived from changes in interest rates since inception to the reporting date. 

9 

(d) Revenue Recognition

On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers” which requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company elected to use the modified retrospective method, but the adoption of the standard did not have a material impact to our financial statements. In general, our spot advertising (both radio and cable television) as well as our digital advertising continues to be recognized when aired and delivered. For our cable television affiliate revenue, the Company grants a license to the affiliate to access its television programming content through the license period, and the Company earns a usage based royalty when the usage occurs, consistent with our previous revenue recognition policy. Finally, for event advertising, the performance obligation is satisfied at a point in time when the activity associated with the event is completed.

Within our radio broadcasting and Reach Media segments, the Company recognizes revenue for broadcast advertising at a point in time when a commercial spot runs. The revenue is reported net of agency and outside sales representative commissions. Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing. Generally, clients remit the gross billing amount to the agency or outside sales representative, and the agency or outside sales representative remits the gross billing, less their commission, to the Company. For our radio broadcasting and Reach Media segments, agency and outside sales representative commissions were approximately $6.0 million and $6.1 million for the three months ended September 30, 2018 and 2017, respectively. Agency and outside sales representative commissions were approximately $17.2 million and $18.2 million for the nine months ended September 30, 2018 and 2017, respectively.

Within our digital segment, including Interactive One, which generates the majority of the Company’s digital revenue, revenue is principally derived from advertising services on non-radio station branded but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements.  Advertising revenue is recognized at a point in time either as impressions (the number of times advertisements appear in viewed pages) are delivered, when “click through” purchases are made, or ratably over the contract period, where applicable. In addition, Interactive One derives revenue from its studio operations, in which it provides third-party clients with publishing services including digital platforms and related expertise.  In the case of the studio operations, revenue is recognized primarily through fixed contractual monthly fees and/or as a share of the third party’s reported revenue.

TV One derives advertising revenue from the sale of television air time to advertisers and recognizes revenue when the advertisements are run. Advertising revenue is recognized at a point in time when the individual spots run. To the extent there is a shortfall in contracts where the ratings were guaranteed, a portion of the revenue is deferred until the shortfall is settled, typically by providing additional advertising units generally within one year of the original airing. TV One also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements based on a per subscriber fee multiplied by the most recent subscriber counts reported by the applicable affiliate. The Company recognizes the affiliate fee revenue at a point in time as its performance obligation to provide the programming is met. The Company has a right of payment each month as the programming services and related obligations have been satisfied. For our cable television segment, agency and outside sales representative commissions were $3.5 million and $3.2 million for the three months ended September 30, 2018 and 2017, respectively. Agency and outside sales representative commissions were approximately $10.4 million and $10.8 million for the nine months ended September 30, 2018 and 2017, respectively.

10 

Revenue by Contract Type

The following chart shows our net revenue (and sources) for the three and nine months ended September 30, 2018 and 2017:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
	(In thousands, unaudited)
Net Revenue:
Radio Advertising	$	52,136	$	50,881	$	145,638	$	149,086
Political Advertising		917		243		2,300		1,217
Digital Advertising		8,734		8,107		23,439		20,353
Cable Television Advertising		19,157		20,791		56,211		60,920
Cable Television Affiliate Fees		26,244		26,558		81,513		80,021
Event Revenues & Other		3,542		5,498		16,456		19,408
Net Revenue (as reported)	$	110,730	$	112,078	$	325,557	$	331,005

If economic conditions change, or other adverse factors outside our control arise, our operations could be negatively impacted.

Contract assets and liabilities

Contract assets (unbilled receivables) and contract liabilities (customer advances and unearned income and unearned event income) that are not separately stated in our consolidated balance sheets at September 30, 2018, December 31, 2017 and September 30, 2017 were as follows:

	September 30, 2018		December 31, 2017		September 30, 2017
	(Unaudited)				(Unaudited)
	(In thousands)
Contract assets:
Unbilled receivables	$	4,268	$	4,850	$	7,767
Contract liabilities:
Customer advances and unearned income	$	4,588	$	3,372	$	3,941
Unearned event income		3,163		4,117		2,819

Unbilled receivables consists of earned revenue on behalf of customers that have not yet been billed. Customer advances and unearned income represents advance payments by customers for future services under contract that are generally incurred in the near term. Unearned event income represents payments by customers for upcoming events.

For customer advances and unearned income as of January 1, 2018, $241,000 and approximately $2.0 million was recognized as revenue during the three and nine months ended September 30, 2018, respectively. For unearned event income as of January 1, 2018, approximately $4.1 million was recognized during the nine months ended September 30, 2018, as the event took place during the second quarter of 2018. 

Practical expedients and exemptions

We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses.

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less or (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

(e) Launch Support

TV One has entered into certain affiliate agreements requiring various payments by TV One for launch support. Launch support assets are used to initiate carriage under affiliation agreements and are amortized over the term of the respective contracts. Amortization is recorded as a reduction to revenue. For the three and nine months ended September 30, 2018, there was a non-cash launch support addition of $976,000 for carriage initiation. TV One made no payments for the three months ended September 30, 2017, and paid approximately $1.8 million for carriage initiation for the nine months ended September 30, 2017. The weighted-average amortization period for launch support is approximately 8.8 years as of September 30, 2018, and 9.5 years as of December 31, 2017. The remaining weighted-average amortization period for launch support is 6.3 years and 7.1 years as of September 30, 2018, and December 31, 2017, respectively. For the three and nine months ended September 30, 2018, launch support asset amortization of $106,000 and $317,000, respectively, was recorded as a reduction to revenue. For the three and nine months ended September 30, 2017, launch support asset amortization of $108,000 and $324,000, respectively, was recorded as a reduction to revenue. Launch assets are included in other intangible assets on the consolidated balance sheets.

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(f) Barter Transactions

For barter transactions, the Company provides advertising time in exchange for programming content and certain services. The Company includes the value of such exchanges in both broadcasting net revenue and station operating expenses. The valuation of barter time is based upon the fair value of the network advertising time provided for the programming content and services received. For the three months ended September 30, 2018 and 2017, barter transaction revenues were $713,000 and $574,000, respectively. Additionally, for the three months ended September 30, 2018 and 2017, barter transaction costs were reflected in programming and technical expenses of $673,000 and $534,000, respectively, and selling, general and administrative expenses of $40,000 and $40,000, respectively. For the nine months ended September 30, 2018 and 2017, barter transaction revenues were approximately $2.2 million and $1.6 million, respectively. Additionally, for the nine months ended September 30, 2018 and 2017, barter transaction costs were reflected in programming and technical expenses of approximately $2.1 million and $1.5 million, respectively, and selling, general and administrative expenses of $121,000 and $121,000, respectively. The Company reached an agreement with a cable television provider related to an adjustment of previously estimated affiliate fees in the amount of approximately $2.0 million for the nine months ended September 30, 2018, respectively, as final reporting became available. As settlement of this agreement, the Company will receive approximately $2.0 million in marketing services that will be utilized in future periods.

(g) Earnings Per Share

Basic earnings per share is computed on the basis of the weighted average number of shares of common stock (Classes A, B, C and D) outstanding during the period. Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method.  The Company’s potentially dilutive securities include stock options and unvested restricted stock. Diluted earnings per share considers the impact of potentially dilutive securities except in periods in which there is a net loss, as the inclusion of the potentially dilutive common shares would have an anti-dilutive effect.

The following table sets forth the calculation of basic and diluted earnings per share from continuing operations (in thousands, except share and per share data):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2018		2017			2018		2017
	(Unaudited)
	(In Thousands)
Numerator:
Net income (loss) attributable to common stockholders	$	23,044	$	(7,886	)	$	24,079	$	(9,397	)
Denominator:
Denominator for basic net income (loss) per share - weighted average outstanding shares		45,128,341		46,681,585			45,946,820		47,487,607
Effect of dilutive securities:
Stock options and restricted stock		2,334,017		—			2,429,542		—
Denominator for diluted net income (loss) per share - weighted-average outstanding shares		47,462,358		46,681,585			48,376,362		47,487,607
Net income (loss) attributable to common stockholders per share – basic	$	0.51	$	(0.17	)	$	0.52	$	(0.20	)
Net income (loss) attributable to common stockholders per share –diluted	$	0.49	$	(0.17	)	$	0.50	$	(0.20	)

All stock options and restricted stock awards were excluded from the diluted calculation for the three months ended September 30, 2017 and for the nine months ended September 30, 2017, as their inclusion would have been anti-dilutive.  The following table summarizes the potential common shares excluded from the diluted calculation.

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	Three Months Ended		Nine Months  Ended
	September 30, 2017		September 30,  2017
	(Unaudited)
	(In Thousands)
Stock options		4,767		4,767
Restricted stock awards		2,390		2,476

(h) Fair Value Measurements

We report our financial and non-financial assets and liabilities measured at fair value on a recurring and non-recurring basis under the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: 

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets and liabilities that can be accessed at the measurement date.

Level 2: Observable inputs other than those included in Level 1 (i.e., quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets).

Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument.

As of September 30, 2018, and December 31, 2017, respectively, the fair values of our financial assets and liabilities measured at fair value on a recurring basis are categorized as follows:

	Total		Level 1		Level 2		Level 3
	(Unaudited)
	(In thousands)
As of September 30, 2018
Liabilities subject to fair value measurement:
Contingent consideration (a)	$	2,543		—		—	$	2,543
Employment agreement award (b)		27,078		—		—		27,078
Total	$	29,621	$	—	$	—	$	29,621
Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests (c)	$	11,112	$	—	$	—	$	11,112
As of December 31, 2017
Liabilities subject to fair value measurement:
Contingent consideration (a)	$	1,580		—		—	$	1,580
Employment agreement award (b)		32,323		—		—		32,323
Total	$	33,903	$	—	$	—	$	33,903
Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests (c)	$	10,780	$	—	$	—	$	10,780

(a)  This balance is measured based on the income approach to valuation in the form of a Monte Carlo simulation. The Monte Carlo simulation method is suited to instances such as this where there is non-diversifiable risk. It is also well-suited to multi-year, path dependent scenarios. Significant inputs to the Monte Carlo method include forecasted net revenues, discount rate and expected volatility. A third-party valuation firm assisted the Company in estimating the contingent consideration.

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(b)  Each quarter, pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) is eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One. The Company reviews the factors underlying this award at the end of each quarter including the valuation of TV One (based on the estimated enterprise fair value of TV One as determined by a discounted cash flow analysis), and an assessment of the probability that the Employment Agreement will be renewed and contain this provision. The Company’s obligation to pay the award was triggered after the Company recovered the aggregate amount of certain pre-April 2015 capital contributions in TV One, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company or is terminated for cause. A third-party valuation firm assisted the Company in estimating TV One’s fair value using a discounted cash flow analysis. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement. Prior to the quarter ended September 30, 2018, there were probability factors included in the calculation of the award related to the likelihood that the award will be realized. During the quarter ended September 30, 2018, management changed the methodology used in calculating the fair value of the Company's Employment Agreement Award liability to simplify the calculation. As part of the simplified calculation, the Company eliminated certain adjustments made to its aggregate investment in TV One, including the treatment of historical dividends paid and potential distribution of assets upon liquidation. The Compensation Committee of the Board of Directors approved the simplified method which eliminates certain assumptions that were historically used in the determination of the fair value of this liability. The revised methodology results in an adjustment of approximately $6.6 million during the quarter ended September 30, 2018 to reflect this change in estimate.

(c)  The redeemable noncontrolling interest in Reach Media is measured at fair value using a discounted cash flow methodology. A third-party valuation firm assisted the Company in estimating the fair value. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value.

There were no transfers in or out of Level 1, 2, or 3 during the nine months ended September 30, 2018. The following table presents the changes in Level 3 liabilities measured at fair value on a recurring basis for the nine months ended September 30, 2018:

	Contingent Consideration			Employment Agreement Award			Redeemable Noncontrolling Interests
	(In thousands)
Balance at December 31, 2017	$	1,580		$	32,323		$	10,780
Net income attributable to noncontrolling interests		—			—			670
Distribution		(752	)		(1,530	)		—
Dividends paid to noncontrolling interests		—			—			(801	)
Change in fair value, net of change in estimate		1,715			(3,715	)		463
Balance at September 30, 2018	$	2,543		$	27,078		$	11,112
The amount of total (losses)/gains for the period included in earnings attributable to the change in unrealized losses/gains relating to assets and liabilities still held at the reporting date	$	(1,715	)	$	3,715		$	—

Losses and gains included in earnings were recorded in the consolidated statements of operations as corporate selling, general and administrative expenses for the employment agreement award for the three and nine months ended September 30, 2018 and 2017. Losses included in earnings were recorded in the consolidated statements of operations as selling, general and administrative expenses for contingent consideration for the three and nine months ended September 30, 2018 and 2017. 

		Significant	As of September 30, 2018			As of December 31, 2017
Level 3 liabilities	Valuation Technique	Unobservable Inputs	Significant Unobservable Input Value
Contingent consideration	Monte Carlo Simulation	Expected volatility		38.0	%		36.9	%
Contingent consideration	Monte Carlo Simulation	Discount Rate		16.0	%		16.0	%
Employment agreement award	Discounted Cash Flow	Discount Rate		11.0	%		11.0	%
Employment agreement award	Discounted Cash Flow	Long-term Growth Rate		2.5	%		2.5	%
Redeemable noncontrolling interest	Discounted Cash Flow	Discount Rate		10.5	%		10.5	%
Redeemable noncontrolling interest	Discounted Cash Flow	Long-term Growth Rate		1.0	%		1.0	%

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Any significant increases or decreases in discount rate or long-term growth rate inputs could result in significantly higher or lower fair value measurements.

Certain assets and liabilities are measured at fair value on a non-recurring basis using Level 3 inputs as defined in ASC 820.  These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances.  Included in this category are goodwill, radio broadcasting licenses and other intangible assets, net, that are written down to fair value when they are determined to be impaired, as well as content assets that are periodically written down to net realizable value. For the nine months ended September 30, 2018, the Company recorded an impairment charge of approximately $2.7 million related to its Charlotte market goodwill and a charge of approximately $3.8 million associated with our Detroit market radio broadcasting licenses. The Company concluded these assets were not impaired during the three months ended September 30, 2018. The Company recorded an impairment charge of approximately $16.4 million and $29.1 million for the three and nine months ended September 30, 2017, respectively, related to its Houston and Columbus radio broadcasting licenses.

(i) Impact of Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which supersedes the revenue recognition requirements in ASC 605, “Revenue Recognition” and most industry-specific guidance throughout the codification. The standard requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. On July 9, 2015, the FASB voted and approved a deferral of the effective date of ASU 2014-09 by one year. As a result, ASU 2014-09 will be effective for fiscal years beginning after December 15, 2017. The FASB issued several amendments subsequently that clarified several aspects of the new revenue standard, but did not modify its core principle. The Company has completed its evaluation of the impact from adopting the new standard on its financial reporting and disclosures, and adopted the amended accounting guidance as of January 1, 2018 using the modified retrospective method. As part of this process, the Company has completed the following steps: (1) reviewed and assessed its business operations and identified its major revenue streams, which are comprised of radio spot advertising revenue, cable television spot advertising revenue, cable television affiliate revenue, event revenue and digital advertising; (2) reviewed the related contractual terms for each of these significant revenue streams; and (3) developed an implementation plan to ascertain the required revenue recognition changes applicable to this new standard. The performance obligations associated with its spot and digital advertising streams are the obligation to air or deliver the spots; for cable television affiliate revenue, the performance obligation is the granting of a license to the affiliate to access the Company’s television programming content through the license period, for which the Company earns a usage based royalty when the usage occurs. For event advertising, the performance obligation is satisfied at a point in time when the activity associated with the event is completed. The changes necessitated include updating the Company’s accounting policies, determining the impact on financial reporting and disclosure and documenting the impact to internal financial and operation processes and related control environment. Based on its assessment, the Company has concluded that there was not a material impact on our consolidated financial statements, but disclosures related to revenue recognition have been expanded.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which is a new lease standard that amends lease accounting. ASU 2016-02 will require lessees to recognize a lease asset and lease liability for leases classified as operating leases. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases” and ASU 2018-11, “Leases (Topic 842): Targeted Improvements” which affects certain aspects of the previously issued guidance. We will adopt ASU 2016-02, ASU 2018-10 and ASU 2018-11 on January 1, 2019. While the Company is not yet in a position to disclose the full impact of the application of the new standard, we expect that there will be an impact of recording the lease liabilities and the corresponding right-to-use assets on our total assets and liabilities.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This standard will be effective for interim and annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted for annual periods beginning after December 15, 2018. The Company has not yet completed its assessment of the impact of the new standard on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the Emerging Issues Task Force)” (“ASU 2016-15”). ASU 2016-15 is intended to reduce differences in practice in how certain transactions are classified in the statement of cash flows. This standard will be effective for interim and annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The Company adopted the new standard during the first quarter of 2018 and its adoption did not have a material impact on its consolidated financial statements.

15 

In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 is intended to simplify the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. This standard will be effective for interim and annual goodwill impairment tests beginning after December 15, 2019, with early adoption permitted on testing dates after January 1, 2017. The Company adopted the new standard during the first quarter of 2018 and its adoption did not have a material impact on its consolidated financial statements.

(j) Redeemable noncontrolling interest

Redeemable noncontrolling interests are interests in subsidiaries that are redeemable outside of the Company’s control either for cash or other assets. These interests are classified as mezzanine equity and measured at the greater of estimated redemption value at the end of each reporting period or the historical cost basis of the noncontrolling interests adjusted for cumulative earnings allocations.  The resulting increases or decreases in the estimated redemption amount are affected by corresponding charges against retained earnings, or in the absence of retained earnings, additional paid-in-capital.

(k) Investments – Cost Method

On April 10, 2015, the Company made a $5 million investment in MGM’s world-class casino property, MGM National Harbor, located in Prince George’s County, Maryland, which has a predominately African-American demographic profile. Subsequently, on November 30, 2016, the Company contributed an additional $35 million to complete its investment. This investment further diversified our platform in the entertainment industry while still focusing on our core demographic. We account for this investment on a cost basis. Our MGM National Harbor investment entitles us to an annual cash distribution based on net gaming revenue. Our MGM investment is included in other assets on the consolidated balance sheets and its income in the amount of approximately $1.7 million and $1.5 million, for the three months ended September 30, 2018 and 2017, respectively, and approximately $5.1 million and $4.5 million, for the nine months ended September 30, 2018 and 2017, respectively, is recorded in other income on the consolidated statements of operations. The cost method investment is subject to a periodic impairment review in the normal course. The Company reviewed the investment and concluded that no impairment to the carrying value was required.

(l) Content Assets

TV One has entered into contracts to acquire entertainment programming rights and programs from distributors and producers. The license periods granted in these contracts generally run from one year to ten years. Contract payments are made in installments over terms that are generally shorter than the contract period. Each contract is recorded as an asset and a liability at an amount equal to its gross contractual commitment when the license period begins and the program is available for its first airing. Acquired content is generally amortized on a straight-line basis over the term of the license which reflects the estimated usage. For certain content for which the pattern of usage is accelerated, amortization is based upon the actual usage. Amortization of content assets is recorded in the consolidated statements of operations as programming and technical expenses.

The Company also has programming for which the Company has engaged third parties to develop and produce, and it owns most or all rights (commissioned programming). In accordance with ASC 926, content amortization expense for each period is recognized based on the revenue forecast model, which approximates the proportion that estimated advertising and affiliate revenues for the current period represent in relation to the estimated remaining total lifetime revenues as of the beginning of the current period.  Management regularly reviews, and revises when necessary, its total revenue estimates, which may result in a change in the rate of amortization and/or a write-down of the asset to fair value.

Acquired program rights are recorded at the lower of unamortized cost or estimated net realizable value. Estimated net realizable values are based on the estimated revenues associated with the program materials and related expenses. The Company did not record any additional amortization expense as a result of evaluating its contracts for recoverability for the nine months ended September 30, 2018 and 2017. All produced and licensed content is classified as a long-term asset, except for the portion of the unamortized content balance that is expected to be amortized within one year which is classified as a current asset.

Tax incentives that state and local governments offer that are directly measured based on production activities are recorded as reductions in production costs.

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(m) Derivatives

The Company recognizes all derivatives at fair value on the consolidated balance sheets as either an asset or liability. The accounting for changes in the fair value of a derivative, including certain derivative instruments embedded in other contracts, depends on the intended use of the derivative and the resulting designation.

The Company accounts for the Employment Agreement Award as a derivative instrument in accordance with ASC 815, “Derivatives and Hedging.” The Company estimated the fair value of the award at September 30, 2018, and December 31, 2017, to be approximately $27.1 million and $32.3 million, respectively, and accordingly adjusted its liability to this amount. The long-term portion is recorded in other long-term liabilities and the current portion is recorded in other current liabilities in the consolidated balance sheets. The (benefit)/expense associated with the Employment Agreement Award was recorded in the consolidated statements of operations as corporate selling, general and administrative expenses and was approximately $(6.6) million and $1.4 million for the three months ended September 30, 2018, and 2017, respectively, and was approximately $(3.7) million and $3.9 million for the nine months ended September 30, 2018, and 2017, respectively.

The Company’s obligation to pay the Employment Agreement Award was triggered after the Company recovered the aggregate amount of its capital contribution in TV One and only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to the Company’s aggregate investment in TV One. The CEO was fully vested in the award upon execution of the employment agreement, and the award lapses if the CEO voluntarily leaves the Company, or is terminated for cause. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior employment agreement. Prior to the quarter ended September 30, 2018, there were probability factors included in the calculation of the award related to the likelihood that the award will be realized. During the quarter ended September 30, 2018, management changed the methodology used in calculating the fair value of the Company's Employment Agreement Award liability to simplify the calculation. As part of the simplified calculation, the Company eliminated certain adjustments made to its aggregate investment in TV One, including the treatment of historical dividends paid and potential distribution of assets upon liquidation. The Compensation Committee of the Board of Directors approved the simplified method which eliminates certain assumptions that were historically used in the determination of the fair value of this liability. The revised methodology results in an adjustment of approximately $6.6 million during the quarter ended September 30, 2018 to reflect this change in estimate.

(n) Related Party Transactions

Reach Media operates the Tom Joyner Fantastic Voyage (the “Fantastic Voyage”), a fund-raising event, on behalf of the Tom Joyner Foundation, Inc. (the “Foundation”), a 501(c)(3) entity. The agreements under which the Fantastic Voyage operates provide that Reach provide all necessary operations of the cruise and that Reach will be reimbursed its expenditures and receive a fee plus a bonus based on the performance of the cruise. Distributions from operating income or operating revenues, depending upon the year, are in the following order until the funds are depleted: up to $250,000 to the Foundation, reimbursement of Reach’s expenditures, up to $1.0 million fee to Reach, a performance bonus of up to 50% of remaining operating income to Reach, with the balance remaining with the Foundation. For years 2020 through 2022, $250,000 to the Foundation is guaranteed. Reach Media’s earnings for the Fantastic Voyage may not exceed $1.7 million in 2018 and 2019, nor $1.75 million in 2020 and thereafter. The Foundation’s remittances to Reach Media under the agreements are limited to its Fantastic Voyage-related cash revenues. Reach Media bears the risk should the Fantastic Voyage sustain a loss and bears all credit risk associated with the related customer cabin sales. The agreement between Reach and the Foundation automatically renews annually unless termination is mutually agreed or unless a party’s financial requirements are not met, as defined in the agreement, in which case that party who is not in breach of their obligations has the right, but not the obligation, to terminate unilaterally. As of September 30, 2018 and December 31, 2017, the Foundation owed Reach Media $921,000 and approximately $1.1 million, respectively, under the agreements for the operations on the cruises.

Reach Media provides office facilities (including office space, telecommunications facilities, and office equipment) to the Foundation, and to Tom Joyner, LTD. (“Limited”), Tom Joyner’s production company. Such services are provided to the Foundation and to Limited on a pass-through basis at cost. Additionally, from time to time, the Foundation and Limited reimburse Reach Media for expenditures paid on their behalf at Reach Media related events. Under these arrangements, as of September 30, 2018, the Foundation and Limited owed $26,000 and $2,000 to Reach Media, respectively. As of December 31, 2017, the Foundation and Limited owed $26,000 and $4,000 to Reach Media, respectively.

For the nine months ended September 30, 2018, Reach Media’s revenues, expenses, and operating income for the Fantastic Voyage were approximately $9.4 million, $7.9 million, and $1.5 million, respectively, and for the nine months ended September 30, 2017, approximately $9.4 million, $7.7 million, and $1.7 million, respectively. The Fantastic Voyage took place during the second quarters of both 2018 and 2017.

On October 2, 2017, Karen Wishart began employment with the Company as an Executive Vice President. Ms. Wishart has taken the place of Linda Vilardo as Chief Administrative Officer effective after Ms. Vilardo's last day of employment, which was December 31, 2017. Effective January 1, 2018, Ms. Wishart became a named executive officer of the Company for reporting purposes. Ms. Wishart is employed as an Executive Vice President and, effective January 1, 2018, as Chief Administrative Officer of the Company and as a Vice President of each of the Company's subsidiaries. Ms. Wishart owns a controlling interest in a temporary staffing and recruiting services firm. For the three months ended September 30, 2018 and 2017, the Company paid the staffing and recruiting services firm $0 and $125,000, respectively. For the nine months ended September 30, 2018 and 2017, the Company paid the staffing and recruiting services firm $25,000 and $341,000, respectively. During the year ended December 31, 2017, the Company paid the staffing and recruiting services firm $425,000. Subsequent to Ms. Wishart’s hiring on October 2, 2017, on a limited basis, the staffing firm can continue to provide new staffing and/or recruiting services to the Company. However, the staffing firm will only be reimbursed for direct expenses incurred.

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2. ACQUISITIONS AND DISPOSITIONS:

On October 20, 2011, we entered into a time brokerage agreement (“TBA”) with WGPR, Inc. (“WGPR”). Pursuant to the TBA, beginning October 24, 2011, we began to broadcast programs produced, owned or acquired by the Company on WGPR’s Detroit radio station, WGPR-FM. We pay a monthly fee as well as certain operating costs of WGPR-FM, and in exchange we retain all revenues from the sale of the advertising within the programming we provide. The original term of the TBA was through December 31, 2014; however, in September 2014, we entered into an amendment to the TBA to extend the term of the TBA through December 31, 2019. Under the terms of the TBA, WGPR has also granted us certain rights of first negotiation and first refusal with respect to the sale of WGPR-FM by WGPR and with respect to any potential time brokerage agreement for WGPR-FM covering any time period subsequent to the term of the TBA.

On January 30, 2017, the Company entered into an asset purchase agreement to sell certain land, towers and equipment to a third party for $25 million. On May 2, 2017, the Company closed on its previously announced sale, and is leasing certain of the assets back from the buyer as a part of its normal operations. The Company received proceeds of approximately $25.0 million, resulting in an overall net gain on sale of approximately $22.5 million, of which approximately $14.4 million was recognized immediately during the second quarter of 2017, and approximately $8.1 million which was deferred and will be recognized into income over the lease term of ten years.

On April 20, 2017, the Company announced it had entered into an agreement for the acquisition of Red Zebra Broadcasting’s WWXT-FM and WXGI-AM stations. With this acquisition, the Company expanded its Washington, DC market presence and diversified its Richmond market presence. DC’s WMMJ MAJIC 102.3 FM programming is simulcast on WWXT 92.7 FM which is expected to grow its listenership.  In Richmond, the Company diversified its all-music cluster and maintained the sports radio format of WXGI 950 AM and simulcast the new Richmond ESPN Radio on 1240 AM and 102.7 FM.  Local marketing agreements for both stations were effective as of May 1, 2017 until the Company completed the acquisition of the stations on June 23, 2017, and total consideration paid was approximately $2.0 million. The Company’s purchase accounting to reflect the fair value of assets acquired and liabilities assumed consisted of approximately $1.6 million to radio broadcasting licenses, $47,000 to goodwill, $206,000 to property and equipment and $114,000 to other intangible assets.

On April 28, 2017, the Company acquired certain assets constituting the websites and brands Bossip, HipHopWired and MadameNoire from Moguldom Media Group, LLC. The assets were integrated into the Company’s digital segment. The consideration for the assets was a $5 million payment at closing, with further potential earn-out payments of up to $5 million over the next 4 years contingent upon performance. Total cash consideration paid at closing was approximately $5.0 million. The Company’s purchase accounting to reflect the fair value of assets acquired and liabilities assumed consisted of $22,000 to property and equipment, approximately $1.2 million to brand and trade names, $4.6 million to goodwill, $1.4 million to customer relationships and $322,000 to other intangible assets, offset by estimated contingent consideration of approximately $2.2 million and other liabilities of $263,000.

On August 3, 2017, the Company sold the assets of its Detroit WCHB-AM station for $2.0 million and recognized an immaterial loss on the sale of the station during the year ended December 31, 2017.

On August 8, 2018, the Company closed on its previously announced sale of the assets of one of its Detroit, Michigan, radio stations, WPZR-FM (102.7 FM), to Educational Media Foundation, of California, for total consideration of approximately $12.7 million, of which approximately $12.2 million was received in cash. As part of the deal, the Company received 3 FM translators that service the Detroit metropolitan area, and these signals were combined with its existing FM translator to multicast the Detroit Praise Network. The Company recognized an immaterial loss on the sale of the station during the three and nine months ended September 30, 2018.

On August 9, 2018, the Company closed on its previously announced acquisition of the assets of the radio station The Team 980 (WTEM 980 AM) from Red Zebra Broadcasting. Upon closing, the Company also entered into an agreement with the Washington Redskins to ensure that all Redskins games, as well as pregame and postgame programming, will remain on The Team 980.  The Company’s preliminary purchase accounting to reflect the fair value of assets acquired and liabilities assumed consisted of approximately $2.0 million to radio broadcasting licenses, $1.1 million to land and land improvements, $512,000 to towers, $91,000 to goodwill, $206,000 to advertiser agreements, and $254,000 to other property and equipment assets.

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3. GOODWILL AND RADIO BROADCASTING LICENSES:

Impairment Testing

In accordance with ASC 350, “Intangibles - Goodwill and Other,” we do not amortize our indefinite-lived radio broadcasting licenses and goodwill. Instead, we perform a test for impairment annually across all reporting units, or on an interim basis when events or changes in circumstances or other conditions suggest impairment may have occurred in any given reporting unit. Other intangible assets continue to be amortized on a straight-line basis over their useful lives. We perform our annual impairment test as of October 1 of each year. We evaluate all events and circumstances on an interim basis to determine if an interim indicator is present.

Valuation of Broadcasting Licenses

During the second and third quarters of 2018 and 2017, the total market revenue growth for certain markets in which we operate was below that used in our annual impairment testing. We deemed that to be an impairment indicator that warranted interim impairment testing of certain markets’ radio broadcasting licenses, which we performed as of September 30, 2018 and 2017. There was no impairment identified as part of the testing performed during the quarter ended September 30, 2018. During the nine months ended September 30, 2018, the Company recorded a non-cash impairment charge of approximately $3.8 million associated with our Detroit market radio broadcasting licenses. During the three months ended September 30, 2017, the Company recorded an impairment charge of approximately $16.4 million related to our Columbus and Houston radio broadcasting licenses. During the nine months ended September 30, 2017, the Company recorded an impairment charge of approximately $29.1 million related to our Columbus and Houston radio broadcasting licenses. Below are some of the key assumptions used in the income approach model for estimating broadcasting licenses fair values for the interim impairment assessments for the quarters ended September 30, 2018 and 2017, respectively.

Radio Broadcasting	September 30,			September 30,
Licenses	2018 (a)			2017 (a)
Pre-tax impairment charge (in millions)	$	—		$	16.4
Discount Rate		9.0	%		9.0	%
Year 1 Market Revenue Growth Rate Range		0.5	%		(5.0)% – 2.0	%
Long-term Market Revenue Growth Rate Range (Years 6 – 10)		0.5% – 1.5	%		0.5% – 1.5	%
Mature Market Share Range		6.8% – 14.3	%		6.9% – 25.8	%
Operating Profit Margin Range		29.8% – 35.1	%		31.0% – 47.0	%

(a) Reflects changes only to the key assumptions used in the interim testing for certain units of accounting.

Valuation of Goodwill

During the second and third quarters of 2018 and 2017, we identified an impairment indicator at certain of our radio markets, and, as such, we performed an interim analysis for certain radio market goodwill as of September 30, 2018 and 2017. No goodwill impairment was identified during the three months ended September 30, 2018 or during the nine months ended September 30, 2017. During the nine months ended September 30, 2018, the Company recorded a non-cash impairment charge of approximately $2.7 million to reduce the carrying value of our Charlotte goodwill balance. Below are some of the key assumptions used in the income approach model for estimating reporting unit fair values for the interim impairment assessments for the quarters ended September 30, 2018 and 2017.

Goodwill (Radio Market	September 30,			September 30,
Reporting Units)	2018 (a)			2017 (a)
Pre-tax impairment charge (in millions)	$	–		$	–
Discount Rate		9.0	%		9.0	%
Year 1 Market Revenue Growth Rate Range		1.2% – 35.2	%		(5.9)% – 30.0	%
Long-term Market Revenue Growth Rate Range (Years 6 – 10)		1.0% – 1.5	%		1.0% – 1.5	%
Mature Market Share Range		9.0% – 15.6	%		9.0% – 14.8	%
Operating Profit Margin Range		21.7% – 31.8	%		26.6% – 52.6	%

(a) Reflects changes only to the key assumptions used in the interim testing for certain units of accounting.

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During the second and third quarters of 2017, the Company performed interim impairment testing on the valuation of goodwill associated with Reach Media. Reach Media’s net revenues and cash flows declined and internal projections were revised downward, which we deemed to be an impairment indicator. The Company reduced its operating cash flow projections and assumptions based on Reach Media’s actual results which did not meet budget. Below are some of the key assumptions used in the income approach model for estimating the fair value for Reach Media for the interim assessment at September 30, 2017. As a result of our interim assessment, the Company concluded no impairment for the Reach Media goodwill value had occurred.  

	September 30,
Reach Media Segment Goodwill	2017
Pre-tax impairment charge (in millions)	$	—
Discount Rate		10.5	%
Year 1 Revenue Growth Rate		(11.3	)%
Long-term Revenue Growth Rate		1.0	%
Operating Profit Margin Range		13.5% – 15.9	%

We did not identify any impairment indicators for the three months ended September 30, 2018 or 2017 at any of our other reportable segments, except as described above.

Goodwill Valuation Results

The table below presents the changes in the Company’s goodwill carrying values for its four reportable segments.

	Radio Broadcasting Segment			Reach Media Segment			Digital Segment			Cable Television Segment		Total
	(In thousands)
Gross goodwill	$	154,910		$	30,468		$	27,567		$	165,044	$	377,989
Additions		117			—			—			—		117
Impairments		(2,712	)		—			—			—		(2,712	)
Accumulated impairment losses		(84,436	)		(16,114	)		(14,545	)		—		(115,095	)
Net goodwill at September 30, 2018	$	67,879		$	14,354		$	13,022		$	165,044	$	260,299

4. LONG-TERM DEBT:

Long-term debt consists of the following:

	September 30, 2018		December 31, 2017
	(Unaudited)
	(In thousands)
2017 Credit Facility	$	344,750	$	347,375
9.25% Senior Subordinated Notes due February 2020		245,000		275,000
7.375% Senior Secured Notes due April 2022		350,000		350,000
Comcast Note due April 2019		11,872		11,872
Total debt		951,622		984,247
Less: current portion of long-term debt		15,372		3,500
Less: original issue discount and issuance costs		11,413		13,581
Long-term debt, net	$	924,837	$	967,166

2017 Credit Facilities

On April 18, 2017, the Company closed on a senior secured credit facility (the “2017 Credit Facility”). The 2017 Credit Facility is governed by a credit agreement by and among the Company, the lenders party thereto from time to time and Guggenheim Securities Credit Partners, LLC, as administrative agent, The Bank of New York Mellon, as collateral agent, and Guggenheim Securities, LLC as sole lead arranger and sole book running manager. The 2017 Credit Facility provides for $350 million in term loan borrowings, all of which was advanced and outstanding on the date of the closing of the transaction.

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The 2017 Credit Facility matures on the earlier of (i) April 18, 2023, or (ii) in the event such debt is not repaid or refinanced, 91 days prior to the maturity of either of the Company’s 2022 Notes or the Company’s 2020 Notes. At the Company’s election, the interest rate on borrowings under the 2017 Credit Facility are based on either (i) the then applicable base rate (as defined in the 2017 Credit Facility) as, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100th of 1%) equal to the greater of (a) the prime rate published in the Wall Street Journal, (b) 1/2 of 1% in excess rate of the overnight Federal Funds Rate at any given time, (c) the one-month LIBOR rate commencing on such day plus 1.00%) and (d) 2%, or (ii) the then applicable LIBOR rate (as defined in the 2017 Credit Facility). As of September 30, 2018, the average interest rate was approximately 5.91% for 2018 versus an average interest rate of 5.31% for all of 2017.

The 2017 Credit Facility is (i) guaranteed by each entity that guarantees the Company’s 2022 Notes on a pari passu basis with the guarantees of the Notes and (ii) secured on a pari passu basis with the Company’s 2022 Notes. The Company’s obligations under the 2017 Credit Facility are secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by certain notes priority collateral, and (ii) on a second priority basis by collateral for the Company’s asset-backed line of credit.

In addition to any mandatory or optional prepayments, the Company is required to pay interest on the term loans (i) quarterly in arrears for the base rate loans, and (ii) on the last day of each interest period for LIBOR loans. Certain voluntary prepayments of the term loans during the first six months will require an additional prepayment premium. Beginning with the interest payment date occurring in June 2017 and ending in March 2023, the Company will be required to repay principal, to the extent then outstanding, equal to 1∕4 of 1% of the aggregate initial principal amount of all term loans incurred on the effective date of the 2017 Credit Facility.

The 2017 Credit Facility contains customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications) which may be more restrictive than those governing the Notes. The 2017 Credit Facility also contains certain financial covenants, including a maintenance covenant requiring the Company’s interest expense coverage ratio (defined as the ratio of consolidated EBITDA to consolidated interest expense) to be greater than or equal to 1.25 to 1.00 and its total senior secured leverage ratio (defined as the ratio of consolidated net senior secured indebtedness to consolidated EBITDA) to be less than or equal to 5.85 to 1.00.

The net proceeds from the 2017 Credit Facility were used to prepay in full the Company’s previous senior secured credit facility and the agreement governing such credit facility (the “2015 Credit Facility”) was terminated on April 18, 2017. The Company recorded a loss on retirement of debt of approximately $7.1 million for the year ended December 31, 2017. This amount included a write-off of previously capitalized debt financing costs and original issue discount associated with the 2015 Credit Facility, and costs associated with the financing transactions.

During the three and nine months ended September 30, 2018, the Company repaid $875,000 and approximately $2.6 million, respectively, under the 2017 Credit Facility. During the three and nine months ended September 30, 2017, the Company repaid $875,000 and approximately $1.8 million, respectively, under the 2017 Credit Facility.

The 2017 Credit Facility contains affirmative and negative covenants that the Company is required to comply with, including:

(a)   maintaining an interest coverage ratio of no less than:

§ 1.25 to 1.00 on June 30, 2017 and the last day of each fiscal quarter thereafter.

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(b)   maintaining a senior leverage ratio of no greater than:

§ 5.85 to 1.00 on June 30, 2017 and the last day of each fiscal quarter thereafter.

(c)   limitations on: 

§ liens;

§ sale of assets;

§ payment of dividends; and

§ mergers.

As of September 30, 2018, the Company was in compliance with all of its financial covenants under the 2017 Credit Facility.

As of September 30, 2018, the Company had outstanding approximately $344.8 million on its 2017 Credit Facility. The original issue discount is being reflected as an adjustment to the carrying amount of the debt obligations and amortized to interest expense over the term of the credit facility using the effective interest rate method. The amortization of deferred financing costs was charged to interest expense for all periods presented. The amount of deferred financing costs included in interest expense for all instruments, for each of the three months ended September 30, 2018 and 2017, was approximately $718,000. The amount of deferred financing costs included in interest expense for all instruments, for the nine months ended September 30, 2018 and 2017, was approximately $2.2 million and $2.9 million, respectively.

2022 Notes and 2015 Credit Facilities

On April 17, 2015, the Company closed a private offering of $350.0 million aggregate principal amount of 7.375% senior secured notes due 2022 (the “2022 Notes”). The 2022 Notes were offered at an original issue price of 100.0% plus accrued interest from April 17, 2015, and will mature on April 15, 2022. Interest on the 2022 Notes accrues at the rate of 7.375% per annum and is payable semiannually in arrears on April 15 and October 15, which commenced on October 15, 2015. The 2022 Notes are guaranteed, jointly and severally, on a senior secured basis by the Company’s existing and future domestic subsidiaries, including TV One.

Prior to its repayment with the 2017 Credit Facility, concurrently with the closing of the 2020 Notes, the Company had entered into the 2015 Credit Facility. The 2015 Credit Facility was scheduled to mature on December 31, 2018. At the Company’s election, the interest rate on borrowings under the 2015 Credit Facility was based on either (i) the then applicable base rate plus 3.5% (as defined in the 2015 Credit Facility) as, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100th of 1%) equal to the greater of (a) the prime rate published in the Wall Street Journal, (b) a rate of 1/2 of 1% in excess rate of the overnight Federal Funds Rate at any given time, and (c) the one-month LIBOR commencing on such day plus 1.00%), or (ii) the then applicable LIBOR rate plus 4.5% (as defined in the 2015 Credit Facility). The average interest rate was approximately 5.32% for 2017 and 5.13% for 2016. Quarterly installments of 0.25%, or $875,000, of the principal balance on the term were are payable on the last day of each March, June, September and December beginning on September 30, 2015. During the six months ended June 30, 2017, the Company repaid $875,000 under the 2015 Credit Facility. The 2015 Credit Facility was terminated on April 18, 2017.

In connection with the closing of the 2022 Notes and the 2015 Credit Facility, the Company and the guarantor parties thereto entered into a Fourth Supplemental Indenture to the indenture governing the 2020 Notes (as defined below). Pursuant to this Fourth Supplemental Indenture, TV One, which previously did not guarantee the 2020 Notes, became a guarantor under the 2020 Notes indentures. In addition, the transactions caused a “Triggering Event” (as defined in the 2020 Notes Indenture) and, as a result, the 2020 Notes became an unsecured obligation of the Company and the subsidiary guarantors and rank equal in right of payment with the Company’s other senior indebtedness.

The Company used the net proceeds from the 2022 Notes, along with term loan borrowings under the 2015 Credit Facility, to refinance a previous credit agreement, refinance certain TV One indebtedness, and finance the buyout of membership interests of Comcast in TV One and pay the related accrued interest, premiums, fees and expenses associated therewith.

The 2022 Notes are the Company’s senior secured obligations and rank equal in right of payment with all of the Company’s and the guarantors’ existing and future senior indebtedness, including obligations under the 2017 Credit Facility and the Company’s 2020 Notes (defined below).  The 2022 Notes and related guarantees are equally and ratably secured by the same collateral securing the 2017 Credit Facility and any other parity lien debt issued after the issue date of the 2022 Notes, including any additional notes issued under the Indenture, but are effectively subordinated to the Company’s and the guarantors’ secured indebtedness to the extent of the value of the collateral securing such indebtedness that does not also secure the 2022 Notes. Collateral includes substantially all of the Company’s and the guarantors’ current and future property and assets for accounts receivable, cash, deposit accounts, other bank accounts, securities accounts, inventory and related assets including the capital stock of each subsidiary guarantor. Finally, the Company also has the Comcast Note (defined below) which is a general but senior unsecured obligation of the Company.

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On February 24, 2015, the Company entered into a letter of credit reimbursement and security agreement. As of September 30, 2018, the Company had letters of credit totaling $817,000 under the agreement for certain operating leases and certain insurance policies. Letters of credit issued under the agreement are required to be collateralized with cash.

Senior Subordinated Notes

On February 10, 2014, the Company closed a private placement offering of $335.0 million aggregate principal amount of 9.25% senior subordinated notes due 2020 (the “2020 Notes”). The 2020 Notes were offered at an original issue price of 100.0% plus accrued interest from February 10, 2014. The 2020 Notes mature on February 15, 2020. Interest accrues at the rate of 9.25% per annum and is payable semiannually in arrears on February 15 and August 15 in the amount of approximately $15.5 million, which commenced on August 15, 2014. Subsequent to the repurchase of portions of the 2020 Notes (as described below), the semiannual interest payment is approximately $11.6 million. The 2020 Notes are guaranteed by certain of the Company’s existing and future domestic subsidiaries and any other subsidiaries that guarantee the existing senior credit facility or any of the Company’s other syndicated bank indebtedness or capital markets securities. The Company used the net proceeds from the offering to repurchase or otherwise redeem all of the amounts then outstanding under its previous notes and to pay the related accrued interest, premiums, fees and expenses associated therewith. During the quarter ended September 30, 2018, the Company repurchased approximately $5.0 million of its 2020 Notes at an average price of approximately 97.25% of par. The Company recorded a net gain on retirement of debt of $120,000 for the quarter ended September 30, 2018. During the quarter ended June 30, 2018, the Company repurchased approximately $14.0 million of its 2020 Notes at an average price of approximately 95.125% of par. The Company recorded a net gain on retirement of debt of $626,000 for the quarter ended June 30, 2018. During the quarter ended March 31, 2018, the Company repurchased approximately $11 million of its 2020 Notes at an average price of approximately 97.375% of par. The Company recorded a net gain on retirement of debt of $239,000 for the quarter ended March 31, 2018. During the quarter ended December 31, 2017, the Company repurchased approximately $20 million of its 2020 Notes at an average price of approximately 93.625% of par. The Company recorded a net gain on retirement of debt of approximately $1.2 million for the quarter ended December 31, 2017. During the quarter ended September 30, 2017, the Company repurchased approximately $20 million of its 2020 Notes at an average price of approximately 96% of par. The Company recorded a net gain on retirement of debt of $690,000 for the quarter ended September 30, 2017. As of September 30, 2018 and December 31, 2017, the Company had approximately $245.0 million and $275.0 million, respectively, of our 2020 Notes outstanding.

The indenture that governs the 2020 Notes contains covenants that restrict, among other things, the ability of the Company to incur additional debt, purchase common stock, make capital expenditures, make investments or other restricted payments, swap or sell assets, engage in transactions with related parties, secure non-senior debt with assets, or merge, consolidate or sell all or substantially all of its assets.

The Company conducts a portion of its business through its subsidiaries. Certain of the Company’s subsidiaries have fully and unconditionally guaranteed the Company’s 2022 Notes, 2020 Notes and the Company’s obligations under the 2017 Credit Facility.

Comcast Note

The Company also has outstanding a senior unsecured promissory note in the aggregate principal amount of approximately $11.9 million due to Comcast (“Comcast Note”). The Comcast Note bears interest at 10.47%, is payable quarterly in arrears, and the entire principal amount is due on April 17, 2019.

Asset-Backed Credit Facility

On April 21, 2016, the Company entered into a senior credit agreement governing an asset-backed credit facility (the “ABL Facility”) among the Company, the lenders party thereto from time to time and Wells Fargo Bank National Association, as administrative agent (the “Administrative Agent”). The ABL Facility provides for $25 million in revolving loan borrowings in order to provide for the working capital needs and general corporate requirements of the Company. As of September 30, 2018 and December 31, 2017, the Company did not have any borrowings outstanding on its ABL Facility.

At the Company’s election, the interest rate on borrowings under the ABL Facility are based on either (i) the then applicable margin relative to Base Rate Loans (as defined in the ABL Facility) or (ii) the then applicable margin relative to LIBOR Loans (as defined in the ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter.

Advances under the ABL Facility are limited to (a) eighty-five percent (85%) of the amount of Eligible Accounts (as defined in the ABL Facility), less the amount, if any, of the Dilution Reserve (as defined in the ABL Facility), minus (b) the sum of (i) the Bank Product Reserve (as defined in the ABL Facility), plus (ii) the aggregate amount of all other reserves, if any, established by Administrative Agent.

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All obligations under the ABL Facility are secured by first priority lien on all (i) deposit accounts (related to accounts receivable), (ii) accounts receivable, (iii) all other property which constitutes ABL Priority Collateral (as defined in the ABL Facility).  The obligations are also secured by all material subsidiaries of the Company.

The ABL Facility matures on the earlier to occur of: (a) the date that is five (5) years from the effective date of the ABL Facility and (b) the date that is thirty (30) days prior to the earlier to occur of (i) the "Term Loan Maturity Date" of the Company’s existing term loan, and (ii) the "Stated Maturity" of the Company’s existing notes.  As of the effective date of the ABL Facility, the "Term Loan Maturity Date" is December 31, 2018, and the "Stated Maturity" is April 15, 2022. The current ABL Facility maturity date is October 17, 2019 (30 days prior to the 2017 Credit Facility Maturity Date which is 91 days prior to the February 15, 2020 maturity of the 2020 Notes).

Finally, the ABL Facility is subject to the terms of the Intercreditor Agreement (as defined in the ABL Facility) by and among the Administrative Agent, the administrative agent for the secured parties under the Company’s term loan and the trustee and collateral trustee under the senior secured notes indenture.

Future Minimum Principal Payments

Future scheduled minimum principal payments of debt as of September 30, 2018, are as follows:

	Comcast Note due April 2019		2017 Credit Facility		9.25% Senior Subordinated Notes due February 2020		7.375% Senior Secured Notes due April 2022		Total
	(In thousands)
October – December 2018	$	—	$	875	$	—	$	—	$	875
2019		11,872		3,500		—		—		15,372
2020		—		3,500		245,000		—		248,500
2021		—		3,500		—		—		3,500
2022		—		3,500		—		350,000		353,500
2023 and thereafter		—		329,875		—		—		329,875
Total Debt	$	11,872	$	344,750	$	245,000	$	350,000	$	951,622

The Company routinely monitors its long-term debt profile and upcoming debt maturities and may from time to time seek to opportunistically de-lever by retiring portions of its outstanding debt securities. This de-levering may take the form of debt repurchases or exchanges for other securities, in open-market purchases, privately negotiated transactions or otherwise.  Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.  The amounts involved in any such transactions may vary and such transaction, individually or in the aggregate may be material.

5. INCOME TAXES:

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “2017 Tax Act”). The 2017 Tax Act introduced significant changes to U.S. income tax law, most notably a reduction of the U.S. corporate income tax rate from 35 percent to 21 percent for tax years beginning after December 31, 2017. The 2017 Tax Act contains additional prospective changes beginning in 2018, which impose new limitations on the deductibility of executive compensation and interest expense.

The Company recognized the income tax effects of the 2017 Tax Act in the financial statements included in its 2017 Annual Report on Form 10-K in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC Topic 740, Income Taxes, in the reporting period in which the 2017 Tax Act was signed into law. During the three and nine months ended September 30, 2018, the Company did not recognize any changes to the provisional amounts recorded in its 2017 Annual Report on Form 10-K in connection with the 2017 Tax Act as the Company is continuing to collect the information necessary to complete those calculations. The accounting for the tax effects of the 2017 Tax Act will be completed later in 2018.

The Company uses the estimated annual effective tax rate method under ASC 740-270, “Interim Reporting” to calculate the provision for income taxes. The Company recorded a benefit from income taxes of approximately $10.9 million on pre-tax income from continuing operations of approximately $13.8 million for the nine months ended September 30, 2018, which results in a tax rate of approximately (78.9)%. This tax rate is based on an estimated annual effective rate of (66.1)% primarily attributable to the limitation of interest expense which results in a deferred tax benefit that is expected to be recognizable at the end of the year, and discrete tax benefits of approximately $1.8 million related to provision to return adjustments, statutory rate changes and state conformity to the 2017 Tax Act.

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As of September 30, 2018, the Company continues to maintain a valuation allowance on certain of its deferred tax assets primarily related to net operating losses generated before January 1, 2018. In accordance with ASC 740, “Accounting for Income Taxes”, the Company continually assesses the adequacy of the valuation allowance by assessing the likely future tax consequences of events that have been realized in the Company’s financial statements or tax returns, tax planning strategies, and future profitability. As of September 30, 2018, the Company does not believe it is more likely than not that these deferred tax assets will be realized. As part of the assessment, the Company has not included the deferred tax liability related to indefinite-lived intangible assets as a source of future taxable income to support realization of these deferred tax assets, which have a finite carryforward period.

The Company is subject to the continuous examination of our income tax returns by the IRS and other domestic tax authorities. We believe that an adequate provision has been made for any adjustments that may result from tax examinations. The Company does not currently anticipate that the total amounts of unrecognized tax benefits will significantly change within the next twelve months.

6. STOCKHOLDERS’ EQUITY:

Stock Repurchase Program

From time to time, the Company’s Board of Directors has authorized repurchases of shares of the Company’s Class A and Class D common stock. On May 5, 2018, the Company authorized repurchases of up to $5.0 million through December 31, 2018. Under open authorizations, repurchases may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Shares are retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s Class A and/or Class D common stock and other factors, and subject to restrictions under applicable law. When in effect, the Company executes upon stock repurchase programs in a manner consistent with market conditions and the interests of the stockholders, including maximizing stockholder value. During the three months ended September 30, 2018, the Company repurchased 3,928 shares of Class A common stock in the amount of $9,000 at an average price of $2.26 per share and repurchased 702,282 shares of Class D common stock in the amount of approximately $1.5 million at an average price of $2.15 per share.  During the nine months ended September 30, 2018, the Company repurchased 4,160 shares of Class A common stock in the amount of $9,000 at an average price of $2.26 per share and repurchased 2,463,350 shares of Class D common stock in the amount of approximately $5.1 million at an average price of $2.05 per share. During the three months ended September 30, 2017, the Company did not repurchase any Class A common stock and repurchased 672,366 shares of Class D common stock in the amount of approximately $1.3 million at an average price of $1.92 per share. During the nine months ended September 30, 2017, the Company did not repurchase any Class A common stock and repurchased 1,726,656 shares of Class D common stock in the amount of approximately $3.4 million at an average price of $1.96 per share.

In addition, the Company has limited but ongoing authority to purchase shares of Class D common stock (in one or more transactions at any time there remain outstanding grants) under the Company’s 2009 Stock Plan (as defined below) to satisfy any employee or other recipient tax obligations in connection with the exercise of an option or a share grant under the 2009 Stock Plan, to the extent that the Company has capacity under its financing agreements (i.e., its current credit facilities and indentures) (each a “Stock Vest Tax Repurchase”). During the three months ended September 30, 2018, the Company executed a Stock Vest Tax Repurchase of 20,787 shares of Class D Common Stock in the amount of $44,000 at an average price of $2.10 per share. During the three months ended September 30, 2017, the Company executed a Stock Vest Tax Repurchase of 35,370 shares of Class D Common Stock in the amount of $67,000 at an average price of $1.90 per share. During the nine months ended September 30, 2018, the Company executed a Stock Vest Tax Repurchase of 599,224 shares of Class D Common Stock in the amount of approximately $1.1 million at an average price of $1.82 per share. During the nine months ended September 30, 2017, the Company executed a Stock Vest Tax Repurchase of 360,172 shares of Class D Common Stock in the amount of approximately $1.0 million at an average price of $2.80 per share.

Stock Option and Restricted Stock Grant Plan

Our stock option and restricted stock plan currently in effect was originally approved by the stockholders at the Company’s annual meeting on December 16, 2009 (“the 2009 Stock Plan”).  The Company had the authority to issue up to 8,250,000 shares of Class D Common Stock under the 2009 Stock Plan.  Since its original approval, from time to time, the Board of Directors adopted and, as required, our stockholders approved certain amendments to and restatement of the 2009 Stock Plan (the “Amended and Restated 2009 Stock Plan”). The amendments under the Amended and Restated 2009 Stock Plan primarily affected (i) the number of shares with respect to which options and restricted stock grants may be granted under the 2009 Stock Plan and (ii) the maximum number of shares that can be awarded to any individual in any one calendar year.  Most recently, on April 13, 2015, the Board of Directors adopted, and our stockholders approved on June 2, 2015, an amendment that replenished the authorized plan shares, increasing the number of shares of Class D common stock available for grant back up to 8,250,000 shares.  As of September 30, 2018, 2,829,529 shares of Class D common stock were available for grant under the Amended and Restated 2009 Stock Plan.

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On October 26, 2015, the Compensation Committee (“Compensation Committee”) of the Board of Directors of the Company awarded David Kantor, Chief Executive Officer, Radio Division, 100,000 restricted shares of the Company’s Class D common stock, and stock options to purchase 300,000 shares of the Company’s Class D common stock. The grants were effective November 5, 2015, and will vest in approximately equal 1/3 tranches on each of November 5, 2016, November 5, 2017, and November 5, 2018.

On August 7, 2017, the Compensation Committee awarded Catherine Hughes, Chairperson, 449,630 restricted shares of the Company’s Class D common stock, and stock options to purchase 199,836 shares of the Company’s Class D common stock. The grants were effective August 7, 2017, and vested on January 5, 2018.

On August 7, 2017, the Compensation Committee awarded Catherine Hughes, Chairperson, 474,609 restricted shares of the Company’s Class D common stock, and stock options to purchase 210,937 shares of the Company’s Class D common stock. The grants were effective January 5, 2018, and vest on January 5, 2019.

On August 7, 2017, the Compensation Committee awarded Alfred Liggins, Chief Executive Officer and President, 749,383 restricted shares of the Company’s Class D common stock, and stock options to purchase 333,059 shares of the Company’s Class D common stock. The grants were effective August 7, 2017, and vested on January 5, 2018.

On August 7, 2017, the Compensation Committee awarded Alfred Liggins, Chief Executive Officer and President, 791,015 restricted shares of the Company’s Class D common stock, and stock options to purchase 351,562 shares of the Company’s Class D common stock. The grants were effective January 5, 2018, and vest on January 5, 2019.

On August 7, 2017, the Compensation Committee awarded Peter Thompson, Chief Financial Officer, 256,579 restricted shares of the Company’s Class D common stock, and stock options to purchase 114,035 shares of the Company’s Class D common stock. The grants were effective August 7, 2017, and vested on January 5, 2018.

On August 7, 2017, the Compensation Committee awarded Peter Thompson, Chief Financial Officer, 270,833 restricted shares of the Company’s Class D common stock, and stock options to purchase 120,370 shares of the Company’s Class D common stock. The grants were effective January 5, 2018, and vest on January 5, 2019.

Also on August 7, 2017, the Compensation Committee awarded 575,262 shares of restricted stock and 470,000 stock options to certain employees pursuant to the Company’s long-term incentive plan. The grants were effective August 7, 2017. 470,000 shares of restricted stock and 470,000 stock options will vest in three installments, with the first installment of 33% vesting on January 5, 2018, and the second installment vesting on January 5, 2019, and the remaining installment vesting on January 5, 2020. 105,262 shares of restricted stock vested on August 7, 2017.

Pursuant to the terms of the Amended and Restated 2009 Stock Plan, and subject to the Company’s insider trading policy, a portion of each recipient’s vested shares may be sold in the open market for tax purposes on or about the vesting dates.

Stock-based compensation expense for the three months ended September 30, 2018 and 2017, was approximately $1.1 million and $1.7 million, respectively, and for the nine months ended September 30, 2018 and 2017, was approximately $3.6 million and $1.9 million, respectively.

The Company did not grant stock options during the three months ended September 30, 2018 and granted 732,869 stock options during the nine months ended September 30, 2018. The Company granted 1,166,930 stock options during the nine months ended September 30, 2017.

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Transactions and other information relating to stock options for the nine months ended September 30, 2018, are summarized below:

	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (In Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2017		4,804,000	$	1.89		4.90	$	795,000
Grants		733,000	$	1.81
Exercised		58,000	$	1.41
Forfeited/cancelled/expired/settled		1,905,000	$	1.43
Balance as of September 30, 2018		3,574,000	$	2.12		7.44	$	464,000
Vested and expected to vest at September 30, 2018		3,457,000	$	2.13		7.40	$	449,000
Unvested at September 30, 2018		1,149,000	$	1.85		8.96	$	173,000
Exercisable at September 30, 2018		2,425,000	$	2.25		6.72	$	291,000

The aggregate intrinsic value in the table above represents the difference between the Company’s stock closing price on the last day of trading during the nine months ended September 30, 2018, and the exercise price, multiplied by the number of shares that would have been received by the holders of in-the-money options had all the option holders exercised their options on September 30, 2018. This amount changes based on the fair market value of the Company’s stock.

There were 58,190 options exercised during the nine months ended September 30, 2018. There were no options exercised during the three months ended September 30, 2018. No options vested during the three months ended September 30, 2018 and 831,937 options vested during the nine months ended September 30, 2018. There were no options exercised and no options vested during the three and nine months ended September 30, 2017.

As of September 30, 2018, $551,000 of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of five months. The weighted-average fair value per share of shares underlying stock options was $1.59 at September 30, 2018.

The Company did not grant restricted stock during the three months ended September 30, 2018 and granted 1,758,428 shares of restricted stock during the nine months ended September 30, 2018. Each of the four non-executive directors received 23,256 shares of restricted stock or $50,000 worth of restricted stock based upon the closing price of the Company’s Class D common stock on June 15, 2018. The Company granted 2,080,854 shares and 2,173,878 shares of restricted stock during the three and nine months ended September 30, 2017. Each of the four non-executive directors received 23,256 shares of restricted stock or $50,000 worth of restricted stock based upon the closing price of the Company’s Class D common stock on June 16, 2017. All of the restricted stock grants vest over a two-year period in equal 50% installments.

Transactions and other information relating to restricted stock grants for the nine months ended September 30, 2018, are summarized below:

	Shares			Average Fair Value at Grant Date
Unvested at December 31, 2017		2,303,000		$	1.94
Grants		1,758,000		$	1.83
Vested		(1,832,000	)	$	1.92
Forfeited/cancelled/expired		(33,000	)	$	1.90
Unvested at September 30, 2018		2,196,000		$	1.87

Restricted stock grants were and are included in the Company’s outstanding share numbers on the effective date of grant. As of September 30, 2018, approximately $1.8 million of total unrecognized compensation cost related to restricted stock grants is expected to be recognized over the weighted-average period of five months.

7. SEGMENT INFORMATION:

The Company has four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. These segments operate in the United States and are consistently aligned with the Company’s management of its businesses and its financial reporting structure.

The radio broadcasting segment consists of all broadcast results of operations. The Reach Media segment consists of the results of operations for the Tom Joyner Morning Show and related activities and operations of other syndicated shows. The digital segment includes the results of our online business, including the operations of Interactive One, as well as the digital components of our other reportable segments. The cable television segment consists of TV One’s results of operations. Corporate/Eliminations represents financial activity associated with our corporate staff and offices and intercompany activity among the four segments.

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Operating loss or income represents total revenues less operating expenses, depreciation and amortization, and impairment of long-lived assets. Intercompany revenue earned and expenses charged between segments are recorded at estimated fair value and eliminated in consolidation.

The accounting policies described in the summary of significant accounting policies in Note 1 – Organization and Summary of Significant Accounting Policies are applied consistently across the segments.

Detailed segment data for the three months ended September 30, 2018 and 2017, is presented in the following tables:

	Three Months Ended September 30,
	2018			2017
	(Unaudited)
	(In thousands)
Net Revenue:
Radio Broadcasting	$	45,958		$	45,184
Reach Media		10,822			10,491
Digital		8,749			8,107
Cable Television		45,401			48,374
Corporate/Eliminations*		(200	)		(78	)
Consolidated	$	110,730		$	112,078
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):
Radio Broadcasting	$	29,373		$	27,887
Reach Media		8,740			10,018
Digital		9,363			8,178
Cable Television		22,795			29,029
Corporate/Eliminations		25			8,239
Consolidated	$	70,296		$	83,351
Depreciation and Amortization:
Radio Broadcasting	$	872		$	923
Reach Media		63			52
Digital		482			812
Cable Television		6,577			6,567
Corporate/Eliminations		339			450
Consolidated	$	8,333		$	8,804
Impairment of Long-Lived Assets:
Radio Broadcasting	$	—		$	16,392
Reach Media		—			—
Digital		—			—
Cable Television		—			—
Corporate/Eliminations		—			—
Consolidated	$	—		$	16,392
Operating income (loss):
Radio Broadcasting	$	15,713		$	(18	)
Reach Media		2,019			421
Digital		(1,096	)		(883	)
Cable Television		16,029			12,778
Corporate/Eliminations		(564	)		(8,767	)
Consolidated	$	32,101		$	3,531
* Intercompany revenue included in net revenue above is as follows:
Radio Broadcasting	$	(200	)	$	(78	)
Capital expenditures by segment are as follows:
Radio Broadcasting	$	2,663		$	425
Reach Media		37			34
Digital		327			302
Cable Television		474			31
Corporate/Eliminations		898			172
Consolidated	$	4,399		$	964

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	Nine Months Ended September 30,
	2018			2017
	(Unaudited)
	(In thousands)
Net Revenue:
Radio Broadcasting	$	131,924		$	133,082
Reach Media		33,721			35,682
Digital		23,454			20,353
Cable Television		138,414			142,298
Corporate/Eliminations*		(1,956	)		(410	)
Consolidated	$	325,557		$	331,005
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):
Radio Broadcasting	$	85,588		$	83,381
Reach Media		29,700			33,792
Digital		28,830			23,040
Cable Television		72,072			82,334
Corporate/Eliminations		13,713			21,670
Consolidated	$	229,903		$	244,217
Depreciation and Amortization:
Radio Broadcasting	$	2,590		$	2,819
Reach Media		189			158
Digital		1,435			1,616
Cable Television		19,690			19,696
Corporate/Eliminations		965			1,259
Consolidated	$	24,869		$	25,548
Impairment of Long-Lived Assets:
Radio Broadcasting	$	6,556		$	29,148
Reach Media		—			—
Digital		—			—
Cable Television		—			—
Corporate/Eliminations		—			—
Consolidated	$	6,556		$	29,148
Operating income (loss):
Radio Broadcasting	$	37,190		$	17,734
Reach Media		3,832			1,732
Digital		(6,811	)		(4,303	)
Cable Television		46,652			40,268
Corporate/Eliminations		(16,634	)		(23,339	)
Consolidated	$	64,229		$	32,092
* Intercompany revenue included in net revenue above is as follows:
Radio Broadcasting	$	(1,956	)	$	(410	)
Capital expenditures by segment are as follows:
Radio Broadcasting	$	3,232		$	2,095
Reach Media		83			102
Digital		1,087			847
Cable Television		573			234
Corporate/Eliminations		1,502			1,434
Consolidated	$	6,477		$	4,712

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	September 30, 2018		December 31, 2017
	(Unaudited)
	(In thousands)
Total Assets:
Radio Broadcasting	$	729,590	$	751,664
Reach Media		40,901		39,928
Digital		23,253		28,407
Cable Television		416,146		435,031
Corporate/Eliminations		77,651		61,725
Consolidated	$	1,287,541	$	1,316,755

8. COMMITMENTS AND CONTINGENCIES:

Royalty Agreements

The Company has historically entered into fixed and variable fee music license agreements with performance rights organizations including Broadcast Music, Inc. (“BMI”), the Society of European Stage Authors and Composers (“SESAC”) and, the American Society of Composers, Authors and Publishers (“ASCAP”).  Our BMI license expired December 31, 2016. The expiration was an industry wide issue. The Company has authorized the Radio Music License Committee (the “RMLC”) to negotiate on its behalf with respect to its licenses with ASCAP, BMI and SESAC, including the BMI license that expired December 31, 2016. While the RMLC continues to pursue resolution with BMI, the RMLC has advised operators to make payments to BMI as invoiced by BMI anticipating retroactive discount likely to be applied. In July 2017, the RMLC learned that the RMLC-Represented broadcasters were awarded a discount off of the SESAC license rate card. The fee reduction applies for the license period January 1, 2016 through December 31, 2018 and has retroactive application.  The RMLC negotiated a new 5 year agreement with ASCAP with a license term of January 1, 2017 through December 31, 2021.  In connection with all performance rights organization agreements, including SESAC, ASCAP and BMI, the Company incurred expenses of approximately $2.5 million and $2.0 million during the three month periods ended September 30, 2018 and 2017, respectively, and incurred expenses of approximately $6.9 million and $6.2 million during the nine month periods ended September 30, 2018 and 2017, respectively.  Finally, in 2016, a new performance rights organization, Global Music Rights (“GMR”) formed, but the scope of its repertory is not clear and it is not clear that it licenses compositions that have not already been licensed by the other performance rights organizations.  To ensure licensing compliance in 2017, we have entered into a temporary license with GMR while the RMLC continues to pursue an agreement for a long term licensing solution.  This interim license continues through March 31, 2019. GMR offered these interim license extensions on the same terms as each broadcaster’s prior interim license, except for the new end date. We anticipate further extensions of this temporary license until a permanent industry wide solution is put into effect.

Other Contingencies

The Company has been named as a defendant in several legal actions arising in the ordinary course of business. It is management’s opinion, after consultation with its legal counsel, that the outcome of these claims will not have a material adverse effect on the Company’s financial position or results of operations.

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Off-Balance Sheet Arrangements

On February 24, 2015, the Company entered into a letter of credit reimbursement and security agreement. As of September 30, 2018, the Company had letters of credit totaling $817,000 under the agreement for certain operating leases and certain insurance policies. Letters of credit issued under the agreement are required to be collateralized with cash.

Noncontrolling Interest Shareholders’ Put Rights

Beginning on January 1, 2018, the noncontrolling interest shareholders of Reach Media have an annual right to require Reach Media to purchase all or a portion of their shares at the then current fair market value for such shares (the “Put Right”).   Beginning in 2018, this annual right is exercisable for a 30-day period beginning January 1 of each year. The purchase price for such shares may be paid in cash and/or registered Class D common stock of Urban One, at the discretion of Urban One. The noncontrolling interest shareholders of Reach Media did not exercise their Put Right for the 30-day period ending January 30, 2018. Management, at this time, cannot reasonably determine the period when and if, the put right will be exercised by the noncontrolling interest shareholders.

9. SUBSEQUENT EVENTS:

Since October 1, 2018, and through October 29, 2018, the Company repurchased 187,568 shares of Class D common stock in the amount of $397,000 at an average price of $2.12 per share.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with “Selected Financial Data” and the Consolidated Financial Statements and Notes thereto included elsewhere in this report and the audited financial statements and Management’s Discussion and Analysis contained in our Annual Report on Form 10-K for the year ended December 31, 2017.

Introduction

Revenue

Within our core radio business, we primarily derive revenue from the sale of advertising time and program sponsorships to local and national advertisers on our radio stations. Advertising revenue is affected primarily by the advertising rates our radio stations are able to charge, as well as the overall demand for radio advertising time in a market. These rates are largely based upon a radio station’s audience share in the demographic groups targeted by advertisers, the number of radio stations in the related market, and the supply of, and demand for, radio advertising time. Advertising rates are generally highest during morning and afternoon commuting hours.

Net revenue consists of gross revenue, net of local and national agency and outside sales representative commissions. Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing.

The following chart shows the percentage of consolidated net revenue generated by each reporting segment.

	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2018			2017			2018			2017
Radio broadcasting segment		41.5	%		40.3	%		40.5	%		40.2	%
Reach Media segment		9.8	%		9.4	%		10.4	%		10.8	%
Digital segment		7.9	%		7.2	%		7.2	%		6.1	%
Cable television segment		41.0	%		43.2	%		42.5	%		43.0	%
Corporate/eliminations		(0.2	)%		(0.1	)%		(0.6	)%		(0.1	)%

The following chart shows the percentages generated from local and national advertising as a subset of net revenue from our core radio business.

	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2018			2017			2018			2017
Percentage of core radio business generated from local advertising		59.0	%		60.3	%		59.9	%		60.2	%
Percentage of core radio business generated from national advertising, including network advertising		36.9	%		35.2	%		36.2	%		35.3	%

National and local advertising also includes advertising revenue generated from our digital segment. The balance of net revenue from our radio segment was generated from tower rental income, ticket sales and revenue related to our sponsored events, management fees and other revenue.

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The following charts show our net revenue (and sources) for the three and nine months ended September 30, 2018 and 2017:

	Three Months Ended September 30,
	2018		2017		$ Change			% Change
	(Unaudited) (In thousands)
Net Revenue:
Radio Advertising	$	52,136	$	50,881	$	1,255			2.5	%
Political Advertising		917		243		674			277.4
Digital Advertising		8,734		8,107		627			7.7
Cable Television Advertising		19,157		20,791		(1,634	)		(7.9	)
Cable Television Affiliate Fees		26,244		26,558		(314	)		(1.2	)
Event Revenues & Other		3,542		5,498		(1,956	)		(35.6	)
Net Revenue (as reported)	$	110,730	$	112,078	$	(1,348	)		(1.2	)%

	Nine Months Ended September 30,
	2018		2017		$ Change			% Change
	(Unaudited) (In thousands)
Net Revenue:
Radio Advertising	$	145,638	$	149,086	$	(3,448	)		(2.3	)%
Political Advertising		2,300		1,217		1,083			89.0
Digital Advertising		23,439		20,353		3,086			15.2
Cable Television Advertising		56,211		60,920		(4,709	)		(7.7	)
Cable Television Affiliate Fees		81,513		80,021		1,492			1.9
Event Revenues & Other		16,456		19,408		(2,952	)		(15.2	)
Net Revenue (as reported)	$	325,557	$	331,005	$	(5,448	)		(1.6	)%

In the broadcasting industry, radio stations and television stations often utilize trade or barter agreements to reduce cash expenses by exchanging advertising time for goods or services. In order to maximize cash revenue for our spot inventory, we closely manage the use of trade and barter agreements.

Within our digital segment, including Interactive One which generates the majority of the Company’s digital revenue, revenue is principally derived from advertising services on non-radio station branded, but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements. Advertising revenue is recognized either as impressions (the number of times advertisements appear in viewed pages) are delivered, when “click through” purchases are made, or ratably over the contract period, where applicable. In addition, Interactive One derives revenue from its studio operations, in which it provides third-party clients with publishing services including digital platforms and related expertise.  In the case of the studio operations, revenue is recognized primarily through fixed contractual monthly fees and/or as a share of the third party’s reported revenue.

TV One generates the Company’s cable television revenue, and derives its revenue principally from advertising and affiliate revenue. Advertising revenue is derived from the sale of television air time to advertisers and is recognized when the advertisements are run. TV One also derives revenue from affiliate fees under the terms of various affiliation agreements based upon a per subscriber fee multiplied by most recent subscriber counts reported by the applicable affiliate.

Reach Media primarily derives its revenue from the sale of advertising in connection with its syndicated radio shows, including the Tom Joyner Morning Show and our other syndicated programming assets, including the Rickey Smiley Morning Show, the Russ Parr Morning Show and the DL Hughley Show. Reach Media also operates www.BlackAmericaWeb.com, an African-American targeted news and entertainment website.  Additionally, Reach Media operates various other event-related activities.

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Expenses

Our significant expenses are: (i) employee salaries and commissions; (ii) programming expenses; (iii) marketing and promotional expenses; (iv) rental of premises for office facilities and studios; (v) rental of transmission tower space; (vi) music license royalty fees; and (vii) content amortization. We strive to control these expenses by centralizing certain functions such as finance, accounting, legal, human resources and management information systems and, in certain markets, the programming management function. We also use our multiple stations, market presence and purchasing power to negotiate favorable rates with certain vendors and national representative selling agencies. In addition to salaries and commissions, major expenses for our internet business include membership traffic acquisition costs, software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with internet service provider (“ISP”) hosting services and other internet content delivery expenses. Major expenses for our cable television business include content acquisition and amortization, sales and marketing.

We generally incur marketing and promotional expenses to increase and maintain our audiences. However, because Nielsen reports ratings either monthly or quarterly, depending on the particular market, any changed ratings and the effect on advertising revenue tends to lag behind both the reporting of the ratings and the incurrence of advertising and promotional expenditures.

Measurement of Performance

We monitor and evaluate the growth and operational performance of our business using net income and the following key metrics:

(a)  Net revenue:  The performance of an individual radio station or group of radio stations in a particular market is customarily measured by its ability to generate net revenue. Net revenue consists of gross revenue, net of local and national agency and outside sales representative commissions consistent with industry practice. Net revenue is recognized in the period in which advertisements are broadcast. Net revenue also includes advertising aired in exchange for goods and services, which is recorded at fair value, revenue from sponsored events and other revenue. Net revenue is recognized for our online business as impressions are delivered, as “click throughs” are made or ratably over contract periods, where applicable. Net revenue is recognized for our cable television business as advertisements are run, and during the term of the affiliation agreements at levels appropriate for the most recent subscriber counts reported by the affiliate, net of launch support.

(b)  Broadcast and digital operating income:  Net income (loss) before depreciation and amortization, income taxes, interest expense, interest income, noncontrolling interests in income of subsidiaries, other (income) expense, corporate selling, general and administrative, expenses, stock-based compensation, impairment of long-lived assets, (gain) loss on retirement of debt and gain on sale-leaseback, is commonly referred to in the radio broadcasting industry as “station operating income.” However, given the diverse nature of our business, station operating income is not truly reflective of our multi-media operation and, therefore, we now use the term broadcast and digital operating income. Broadcast and digital operating income is not a measure of financial performance under accounting principles generally accepted in the United States of America (“GAAP”). Nevertheless, broadcast and digital operating income is a significant measure used by our management to evaluate the operating performance of our core operating segments. Broadcast and digital operating income provides helpful information about our results of operations, apart from expenses associated with our fixed and long-lived intangible assets, income taxes, investments, impairment charges, debt financings and retirements, corporate overhead and stock-based compensation. Our measure of broadcast and digital operating income is similar to industry use of station operating income; however, it reflects our more diverse business and therefore is not completely analogous to “station operating income” or other similarly titled measures as used by other companies. Broadcast and digital operating income does not represent operating loss or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as an alternative to those measurements as an indicator of our performance.

(c)  Broadcast and digital operating income margin:  Broadcast and digital operating income margin represents broadcast and digital operating income as a percentage of net revenue. Broadcast and digital operating income margin is not a measure of financial performance under GAAP. Nevertheless, we believe that broadcast and digital operating income margin is a useful measure of our performance because it provides helpful information about our profitability as a percentage of our net revenue. Broadcast and digital operating margin includes results from all four segments (radio broadcasting, Reach Media, digital and cable television).

(d) Adjusted EBITDA: Adjusted EBITDA consists of net (loss) income plus (1) depreciation and amortization, income taxes, interest expense, noncontrolling interests in income of subsidiaries, impairment of long-lived assets, stock-based compensation, (gain) loss on retirement of debt, gain on sale-leaseback, employment agreement, incentive plan award expenses and other compensation, contingent consideration from acquisition, severance-related costs, cost method investment income, less (2) other income and interest income. Net income before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our business as “EBITDA.” Adjusted EBITDA and EBITDA are not measures of financial performance under GAAP. We believe Adjusted EBITDA is often a useful measure of a company’s operating performance and is a significant measure used by our management to evaluate the operating performance of our business because Adjusted EBITDA excludes charges for depreciation, amortization and interest expense that have resulted from our acquisitions and debt financing, our taxes, impairment charges, and gain on retirements of debt. Accordingly, we believe that Adjusted EBITDA provides useful information about the operating performance of our business, apart from the expenses associated with our fixed assets and long-lived intangible assets, capital structure or the results of our affiliated company. Adjusted EBITDA is frequently used as one of the measures for comparing businesses in the broadcasting industry, although our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including, but not limited to the fact that our definition includes the results of all four of our operating segments (radio broadcasting, Reach Media, digital and cable television). Adjusted EBITDA and EBITDA do not purport to represent operating income or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as alternatives to those measurements as an indicator of our performance.

34 

Summary of Performance

The tables below provide a summary of our performance based on the metrics described above:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
	(In thousands, except margin data)
	(Unaudited)
Net revenue	$	110,730		$	112,078		$	325,557		$	331,005
Broadcast and digital operating income		43,414			40,661			120,252			117,380
Broadcast and digital operating income margin		39.2	%		36.3	%		36.9	%		35.5	%
Consolidated net income (loss) attributable to common stockholders	$	23,044		$	(7,886	)	$	24,079		$	(9,397	)

The reconciliation of net income (loss) to broadcast and digital operating income is as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
	(In thousands, unaudited)
Consolidated net income (loss) attributable to common stockholders	$	23,044		$	(7,886	)	$	24,079		$	(9,397	)
Add back non-broadcast and digital operating income items included in consolidated net income (loss):
Interest income		(33	)		(12	)		(194	)		(160	)
Interest expense		18,987			19,938			57,423			60,147
Benefit from income taxes		(8,173	)		(6,037	)		(10,914	)		(5,967	)
Corporate selling, general and administrative, excluding stock-based compensation		1,846			10,279			20,963			28,646
Stock-based compensation		1,134			1,655			3,635			1,946
(Gain) loss on retirement of debt		(120	)		(690	)		(985	)		6,393
Gain on sale-leaseback		—			—			—			(14,411	)
Other income, net		(1,935	)		(1,850	)		(5,850	)		(4,745	)
Depreciation and amortization		8,333			8,804			24,869			25,548
Impairment of long-lived assets		—			16,392			6,556			29,148
Noncontrolling interests in income of subsidiaries		331			68			670			232
Broadcast and digital operating income	$	43,414		$	40,661		$	120,252		$	117,380

The reconciliation of net income (loss) to adjusted EBITDA is as follows:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
	(In thousands, unaudited)
Adjusted EBITDA reconciliation:
Consolidated net income (loss) attributable to common stockholders, as reported	$	23,044		$	(7,886	)	$	24,079		$	(9,397	)
Add back non-broadcast and digital operating income items included in consolidated net income (loss):
Interest income		(33	)		(12	)		(194	)		(160	)
Interest expense		18,987			19,938			57,423			60,147
Benefit from income taxes		(8,173	)		(6,037	)		(10,914	)		(5,967	)
Depreciation and amortization		8,333			8,804			24,869			25,548
EBITDA	$	42,158		$	14,807		$	95,263		$	70,171
Stock-based compensation		1,134			1,655			3,635			1,946
(Gain) loss on retirement of debt		(120	)		(690	)		(985	)		6,393
Gain on sale-leaseback		—			—			—			(14,411	)
Other income, net		(1,935	)		(1,850	)		(5,850	)		(4,745	)
Noncontrolling interests in income of subsidiaries		331			68			670			232
Employment Agreement Award, incentive plan award expenses and other compensation		(6,355	)		1,391			(2,481	)		3,875
Contingent consideration from acquisition		265			—			1,715			—
Severance-related costs		622			651			1,621			1,254
Impairment of long-lived assets		—			16,392			6,556			29,148
Cost method investment income from MGM National Harbor		1,711			1,530			5,143			4,490
Adjusted EBITDA	$	37,811		$	33,954		$	105,287		$	98,353

35 

 URBAN ONE, INC. AND SUBSIDIARIES

RESULTS OF OPERATIONS

The following table summarizes our historical consolidated results of operations:

Three Months Ended September 30, 2018 Compared to Three Months Ended September 30, 2017 (In thousands)

	Three Months Ended September 30,
	2018			2017			Increase/(Decrease)
	(Unaudited)
Statements of Operations:
Net revenue	$	110,730		$	112,078		$	(1,348	)	(1.2	)%
Operating expenses:
Programming and technical, excluding stock-based compensation		30,952			34,892			(3,940	)	(11.3	)
Selling, general and administrative, excluding stock-based compensation		36,364			36,525			(161	)	(0.4	)
Corporate selling, general and administrative, excluding stock-based compensation		1,846			10,279			(8,433	)	(82.0	)
Stock-based compensation		1,134			1,655			(521	)	(31.5	)
Depreciation and amortization		8,333			8,804			(471	)	(5.3	)
Impairment of long-lived assets		—			16,392			(16,392	)	(100.0	)
Total operating expenses		78,629			108,547			(29,918	)	(27.6	)
Operating income		32,101			3,531			28,570		809.1
Interest income		33			12			(21	)	(175.0	)
Interest expense		18,987			19,938			(951	)	(4.8	)
Gain on retirement of debt		(120	)		(690	)		(570	)	(82.6	)
Other income, net		(1,935	)		(1,850	)		85		4.6
Income (loss) before benefit from income taxes and noncontrolling interests in income of subsidiaries		15,202			(13,855	)		29,057		209.7
Benefit from income taxes		(8,173	)		(6,037	)		2,136		35.4
Consolidated net income (loss)		23,375			(7,818	)		31,193		399.0
Net income attributable to noncontrolling interests		331			68			263		386.8
Net income (loss) attributable to common stockholders	$	23,044		$	(7,886	)	$	30,930		392.2	%

36 

Net revenue

Three Months Ended September 30,				Increase/(Decrease)
2018		2017
$	110,730	$	112,078	$	(1,348	)	(1.2	)%

During the three months ended September 30, 2018, we recognized approximately $110.7 million in net revenue compared to approximately $112.1 million during the same period in 2017. These amounts are net of agency and outside sales representative commissions. Net revenues from our radio broadcasting segment increased 1.7% compared to the same period in 2017. Based on reports prepared by the independent accounting firm Miller, Kaplan, Arase & Co., LLP (“Miller Kaplan”), the markets we operate in (excluding Richmond and Raleigh, both of which no longer participate in Miller Kaplan) decreased 3.0% in total revenues. We experienced net revenue declines most significantly in our Atlanta, Indianapolis and Philadelphia markets, with our Columbus, Dallas, Houston, Raleigh and Washington DC markets experiencing growth for the quarter. We recognized approximately $45.4 million of revenue from our cable television segment during the three months ended September 30, 2018, compared to approximately $48.4 million for the same period in 2017, with a decrease primarily in advertising sales. Net revenue from our Reach Media segment increased 3.2% for the quarter ended September 30, 2018, compared to the same period in 2017. Finally, net revenues for our digital segment increased 7.9% for the three months ended September 30, 2018, compared to the same period in 2017, primarily due to an increase in direct revenues.

Operating Expenses

Programming and technical, excluding stock-based compensation

Three Months Ended September 30,				Increase/(Decrease)
2018		2017
$	30,952	$	34,892	$	(3,940	)	(11.3	)%

Programming and technical expenses include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution and broadcast of programming content on our radio stations. Programming and technical expenses for the radio segment also include expenses associated with our programming research activities and music royalties. For our digital segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses. For our cable television segment, programming and technical expenses include expenses associated with technical, programming, production, and content management. The decrease in programming and technical expenses for the three months ended September 30, 2018, compared to the same period in 2017 is due primarily to lower expenses in our Reach Media and cable television segments, which was partially offset by an increase at our radio broadcasting segment. Our Reach Media segment generated a decrease of approximately $1.2 million for the three months ended September 30, 2018, compared to the same period in 2017 due primarily to lower contractual costs. Our cable broadcasting segment generated a decrease of approximately $4.1 million for the three months ended September 30, 2018, compared to the same period in 2017 due primarily to lower program content expense driven by reduced amortization for original programing. Our radio broadcasting segment generated an increase of approximately $1.4 million for the three months ended September 30, 2018, compared to the same period in 2017 due primarily to higher payroll costs, increased lease expense due to the sale-leaseback transaction, as well as an increase in certain music licensing costs.

Selling, general and administrative, excluding stock-based compensation

Three Months Ended September 30,				Increase/(Decrease)
2018		2017
$	36,364	$	36,525	$	(161	)	(0.4	)%

Selling, general and administrative expenses include expenses associated with our sales departments, offices and facilities and personnel (outside of our corporate headquarters), marketing and promotional expenses, special events and sponsorships and back office expenses. Expenses to secure ratings data for our radio stations and visitors’ data for our websites are also included in selling, general and administrative expenses. In addition, selling, general and administrative expenses for the radio broadcasting segment and digital segment include expenses related to the advertising traffic (scheduling and insertion) functions. Selling, general and administrative expenses also include membership traffic acquisition costs for our online business. There was an increase in selling, general and administrative expenses for the three months ended September 30, 2018, compared to the same period in 2017 from our digital segment, which was offset by lower expenses at our cable television segment.

37 

Corporate selling, general and administrative, excluding stock-based compensation

Three Months Ended September 30,				Increase/(Decrease)
2018		2017
$	1,846	$	10,279	$	(8,433)	(82.0)	%

Corporate expenses consist of expenses associated with our corporate headquarters and facilities, including personnel as well as other corporate overhead functions. During the quarter ended September 30, 2018, management changed the methodology used in calculating the fair value of the Company's Employment Agreement Award liability to simplify the calculation. The Compensation Committee of the Board of Directors approved the simplified method which eliminates certain assumptions that were historically used in the determination of the fair value of this liability.  The revised methodology results in an adjustment of approximately $6.6 million during the quarter ended September 30, 2018 to reflect this change in estimate.

Stock-based compensation

Three Months Ended September 30,				Increase/(Decrease)
2018		2017
$	1,134	$	1,655	$	(521	)	(31.5	)%

The decrease in stock-based compensation for the three months ended September 30, 2018, compared to the same period in 2017, is primarily due to the completion of vesting of stock awards for certain executive officers and other management personnel that occurred in prior periods.

Depreciation and amortization

Three Months Ended September 30,				Increase/(Decrease)
2018		2017
$	8,333	$	8,804	$	(471	)	(5.3	)%

The decrease in depreciation and amortization expense for the three months ended September 30, 2018, was due to the mix of assets approaching or near the end of their useful lives.

Impairment of long-lived assets

Three Months Ended September 30,				Increase/(Decrease)
2018		2017
$	—	$	16,392	$	(16,392	)	(100.0	)%

The impairment of long-lived assets for the three months ended September 30, 2017, was related to a non-cash impairment charge recorded to reduce the carrying value of our Columbus and Houston radio broadcasting licenses.

Interest expense

Three Months Ended September 30,				Increase/(Decrease)
2018		2017
$	18,987	$	19,938	$	(951	)	(4.8	)%

Interest expense decreased to approximately $19.0 million for the three months ended September 30, 2018, compared to approximately $19.9 million for the same period in 2017 due to lower overall debt balances outstanding. On April 18, 2017, the Company closed on a new senior secured credit facility (the “2017 Credit Facility”). The proceeds from the 2017 Credit Facility were used to prepay in full the Company’s previously existing 2015 credit facility (the “2015 Credit Facility”) and the agreement governing such credit facility was terminated on April 18, 2017.

Gain on retirement of debt

Three Months Ended September 30,						Increase/(Decrease)
2018			2017
$	(120	)	$	(690	)	$	(570	)	(82.6	)%

38 

There was a gain on retirement of debt of $120,000 for the three months ended September 30, 2018, due to the redemption of approximately $5.0 million of our 2020 Notes at a discount. There was a gain on retirement of debt of $690,000 for the three months ended September 30, 2017, due to the redemption of approximately $20 million of our 2020 Notes at a discount. 

Other income, net

Three Months Ended September 30,						Increase/(Decrease)
2018			2017
$	(1,935	)	$	(1,850	)	$	85	4.6	%

Other income, net, was approximately $1.9 million for each of the three months ended September 30, 2018 and 2017. We recognized other income in the amount of approximately $1.7 million and $1.5 million, for the three months ended September 30, 2018 and 2017, respectively, related to our MGM investment.

Benefit from income taxes

Three Months Ended September 30,						Increase/(Decrease)
2018			2017
$	(8,173	)	$	(6,037	)	$	2,136	35.4	%

The Company is using the estimated annual effective tax rate method under ASC 740-270, “Interim Reporting” to calculate the (benefit from) provision for income taxes. For the three months ended September 30, 2018, we recorded a benefit from income taxes of approximately $8.2 million on pre-tax income from continuing operations of approximately $15.2 million, that results in a tax rate of (53.8)%, of which approximately $10.4 million is attributable to deferred tax benefits that are expected to be recognizable at the end of the year, and tax expense of approximately $2.2 million related to provision to return adjustments, state rate and legislative changes. For the three months ended September 30, 2017, we recorded a benefit from income taxes of approximately $6.0 million on a pre-tax loss from continuing operations of approximately $13.9 million. The tax benefit was primarily related to the impact on the estimated annual effective tax rate from impairments on indefinite-lived intangible assets and discrete tax adjustments related to provision-to-return adjustments.

Noncontrolling interests in (loss) income of subsidiaries

Three Months Ended September 30,				Increase/(Decrease)
2018		2017
$	331	$	68	$	263	386.8	%

The increase in noncontrolling interests in income of subsidiaries was due primarily to higher net income recognized by Reach Media during the three months ended September 30, 2018 compared to the three months ended September 30, 2017.

Other Data

Broadcast and digital operating income

Broadcast and digital operating income increased to approximately $43.4 million for the three months ended September 30, 2018, compared to approximately $40.7 million for the comparable period in 2017, an increase of approximately $2.8 million or 6.8%. The increase was primarily due to higher broadcast and digital operating income at our cable television and Reach Media segments, which was partially offset by lower broadcast and digital operating income at our radio broadcasting and digital segments. Our radio broadcasting segment generated approximately $16.8 million of broadcast and digital operating income during the quarter ended September 30, 2018, compared to approximately $17.4 million during the quarter ended September 30, 2017, a decrease of $668,000, primarily due to higher programming and technical expenses. Reach Media generated approximately $2.9 million of broadcast and digital operating income during the quarter ended September 30, 2018, compared to approximately $1.4 million during the quarter ended September 30, 2017. The increase in Reach Media’s broadcast and digital operating income is primarily due to lower contractual costs. Our digital segment generated $602,000 of broadcast and digital operating loss during the quarter ended September 30, 2018, compared to broadcast and digital operating loss of $67,000 during the quarter ended September 30, 2017. Finally, TV One generated approximately $24.3 million of broadcast and digital operating income during the quarter ended September 30, 2018, compared to approximately $21.9 million during the quarter ended September 30, 2017, with the increase primarily due to lower content amortization expense.

Broadcast and digital operating income margin

Broadcast and digital operating income margin increased to 39.2% for the three months ended September 30, 2018, from 36.3% for the comparable period in 2017. The margin increase was primarily attributable to higher broadcast and digital operating income as noted above.

39 

URBAN ONE, INC. AND SUBSIDIARIES

RESULTS OF OPERATIONS

The following table summarizes our historical consolidated results of operations:

Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017 (In thousands)

	Nine Months Ended September 30,
	2018			2017			Increase/(Decrease)
	(Unaudited)
Statements of Operations:
Net revenue	$	325,557		$	331,005		$	(5,448	)	(1.6	)%
Operating expenses:
Programming and technical, excluding stock-based compensation		93,474			99,798			(6,324	)	(6.3	)
Selling, general and administrative, excluding stock-based compensation		111,831			113,827			(1,996	)	(1.8	)
Corporate selling, general and administrative, excluding stock-based compensation		20,963			28,646			(7,683	)	(26.8	)
Stock-based compensation		3,635			1,946			1,689		86.8
Depreciation and amortization		24,869			25,548			(679	)	(2.7	)
Impairment of long-lived assets		6,556			29,148			(22,592	)	(77.5	)
Total operating expenses		261,328			298,913			(37,585	)	(12.6	)
Operating income		64,229			32,092			32,137		100.1
Interest income		194			160			34		21.3
Interest expense		57,423			60,147			(2,724	)	(4.5	)
(Gain) loss on retirement of debt		(985	)		6,393			7,378		115.4
Gain on sale-leaseback		—			(14,411	)		(14,411	)	(100.0	)
Other income, net		(5,850	)		(4,745	)		1,105		23.3
Income (loss) before benefit from income taxes and noncontrolling interests in income of subsidiaries		13,835			(15,132	)		28,967		191.4
Benefit from income taxes		(10,914	)		(5,967	)		4,947		82.9
Consolidated net income (loss)		24,749			(9,165	)		33,914		370.0
Net income attributable to noncontrolling interests		670			232			438		188.8
Net income (loss) attributable to common stockholders	$	24,079		$	(9,397	)	$	33,476		356.2	%

40 

Net revenue

Nine Months Ended September 30,				Increase/(Decrease)
2018		2017
$	325,557	$	331,005	$	(5,448	)	(1.6	)%

During the nine months ended September 30, 2018, we recognized approximately $325.6 million in net revenue compared to approximately $331.0 million during the same period in 2017. These amounts are net of agency and outside sales representative commissions. Net revenues from our radio broadcasting segment for the nine months ended September 30, 2018, decreased 0.9% from the same period in 2017. Based on reports prepared by Miller Kaplan, the markets we operate in decreased 3.2% in total revenues. We experienced net revenue growth most significantly in our Cleveland, Dallas, Richmond and Washington DC markets; however, this growth was offset by declines most significantly in our Atlanta, Charlotte, Indianapolis, Raleigh, and St. Louis markets. Reach Media’s net revenues decreased 5.5% for the nine months ended September 30, 2018, compared to the same period in 2017, due primarily to downward pricing pressure. We recognized approximately $138.4 million and $142.3 million of revenue from our cable television segment during the nine months ended September 30, 2018, and 2017, respectively, due primarily to lower advertising sales. Net revenue for our digital segment increased approximately $3.1 million for the nine months ended September 30, 2018, compared to the same period in 2017 due to an increase in direct revenue.

Operating Expenses

Programming and technical, excluding stock-based compensation

Nine Months Ended September 30,				Increase/(Decrease)
2018		2017
$	93,474	$	99,798	$	(6,324	)	(6.3	)%

Programming and technical expenses include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution and broadcast of programming content on our radio stations. Programming and technical expenses for the radio segment also include expenses associated with our programming research activities and music royalties. For our internet segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses. For our cable television segment, programming and technical expenses include expenses associated with technical, programming, production, and content management. The decrease in programming and technical expenses for the nine months ended September 30, 2018, compared to the same period in 2017 is primarily to lower expenses in our Reach Media and cable television segments, which was partially offset by an increase in expenses at our radio broadcasting and digital segments. Our Reach Media segment generated a decrease of approximately $3.5 million for the nine months ended September 30, 2018, compared to the same period in 2017 due primarily to lower contractual costs. Our cable broadcasting segment generated a decrease of approximately $7.1 million for the nine months ended September 30, 2018, compared to the same period in 2017 due primarily to lower program content expense driven by reduced amortization for original programing. Our radio broadcasting segment generated an increase of approximately $3.8 million for the nine months ended September 30, 2018, compared to the same period in 2017 due primarily to higher payroll costs, increased lease expense due to the sale-leaseback transaction, as well as an increase in certain music licensing costs.

Selling, general and administrative, excluding stock-based compensation

Nine Months Ended September 30,				Increase/(Decrease)
2018		2017
$	111,831	$	113,827	$	(1,996	)	(1.8	)%

Selling, general and administrative expenses include expenses associated with our sales departments, offices and facilities and personnel (outside of our corporate headquarters), marketing and promotional expenses, special events and sponsorships and back office expenses. Expenses to secure ratings data for our radio stations and visitors’ data for our websites are also included in selling, general and administrative expenses. In addition, selling, general and administrative expenses for the radio broadcasting segment and internet segment include expenses related to the advertising traffic (scheduling and insertion) functions. Selling, general and administrative expenses also include membership traffic acquisition costs for our online business. The decrease in expense for the nine months ended September 30, 2018, compared to the same period in 2017, is primarily driven by lower expenses at our radio broadcasting, Reach Media, and cable television segments, partially offset by an increase in expenses at our digital segment.

41 

Corporate selling, general and administrative, excluding stock-based compensation

Nine Months Ended September 30,				Increase/(Decrease)
2018		2017
$	20,963	$	28,646	$	(7,683)	(26.8)	%

Corporate expenses consist of expenses associated with our corporate headquarters and facilities, including personnel as well as other corporate overhead functions. During the nine months ended September 30, 2018, management changed the methodology used in calculating the fair value of the Company's Employment Agreement Award liability to simplify the calculation. The Compensation Committee of the Board of Directors approved the simplified method which eliminates certain assumptions that were historically used in the determination of the fair value of this liability.  The revised methodology results in an adjustment of approximately $6.6 million during the quarter ended September 30, 2018 to reflect this change in estimate.

Stock-based compensation

Nine Months Ended September 30,				Increase/(Decrease)
2018		2017
$	3,635	$	1,946	$	1,689	86.8	%

The increase in stock-based compensation for the nine months ended September 30, 2018, compared to the same period in 2017, is primarily due to grants of stock awards for certain executive officers and other management personnel.

Depreciation and amortization

Nine Months Ended September 30,				Increase/(Decrease)
2018		2017
$	24,869	$	25,548	$	(679	)	(2.7	)%

The decrease in depreciation and amortization expense for the nine months ended September 30, 2018, was due to the mix of assets approaching or near the end of their useful lives.

Impairment of long-lived assets

Nine Months Ended September 30,				Increase/(Decrease)
2018		2017
$	6,556	$	29,148	$	(22,592	)	(77.5	)%

The impairment of long-lived assets for the nine months ended September 30, 2018, was related to a non-cash impairment charge of approximately $2.7 million recorded to reduce the carrying value of our Charlotte goodwill balance and a charge of approximately $3.8 million associated with our Detroit market radio broadcasting licenses. The impairment of long-lived assets for the nine months ended September 30, 2017, was related to a non-cash impairment charge recorded to reduce the carrying value of our Columbus and Houston radio broadcasting licenses.

Interest expense

Nine Months Ended September 30,				Increase/(Decrease)
2018		2017
$	57,423	$	60,147	$	(2,724	)	(4.5	)%

Interest expense decreased to approximately $57.4 million for the nine months ended September 30, 2018, compared to approximately $60.1 million for the same period in 2017, due to lower overall debt balances outstanding. On April 18, 2017, the Company closed on a new senior secured credit facility (the “2017 Credit Facility”). The proceeds from the 2017 Credit Facility were used to prepay in full the Company’s previously existing 2015 credit facility and the agreement governing such credit facility was terminated on April 18, 2017.

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(Gain) loss on retirement of debt

Nine Months Ended September 30,					Increase/(Decrease)
2018			2017
$	(985	)	$	6,393	$	7,378	115.4	%

There was a gain on retirement of debt of $985,000 for the nine months ended September 30, 2018, due to the redemption of approximately $30 million of our 2020 Notes at a discount. There was a loss on retirement of debt of approximately $7.1 million for the nine months ended September 30, 2017, due to the retirement of the 2015 Credit Facility during the second quarter of 2017. This amount included a write-off of previously capitalized debt financing costs and original issue discount associated with the 2015 Credit Facility, and costs associated with the financing transactions. This loss was partially offset by a gain on retirement of debt of $690,000 for the nine months ended September 30, 2017, due to the redemption of approximately $20 million of our 2020 Notes at a discount.

Gain on sale-leaseback

Nine Months Ended September 30,					Increase/(Decrease)
2018		2017
$	—	$	(14,411	)	$	(14,411	)	(100.0	)%

The gain on sale-leaseback for the nine months ended September 30, 2017, was due to the Company closing on its sale of certain land, towers and equipment to a third party. The Company is leasing certain of the assets back from the buyer as a part of its normal operations. The Company received proceeds of approximately $25.0 million, resulting in an overall net gain on sale of approximately $22.5 million, of which approximately $14.4 million was recognized immediately during the second quarter, and approximately $8.1 million which was deferred and will be recognized into income over the lease term of ten years.

Other income, net

Nine Months Ended September 30,						Increase/(Decrease)
2018			2017
$	(5,850	)	$	(4,745	)	$	1,105	23.3	%

Other income, net increased to approximately $5.9 million for the nine months ended September 30, 2018, compared to approximately $4.7 million for the same period in 2017. We recognized other income in the amount of approximately $5.1 million and $4.5 million, for the nine months ended September 30, 2018 and 2017, respectively, related to our MGM investment. In addition, we recognized $607,000 and $337,000 in other income for the nine months ended September 30, 2018 and 2017, respectively, related to the deferred gain on sale lease-back transaction.

Benefit from income taxes

Nine Months Ended September 30,						Increase/(Decrease)
2018			2017
$	(10,914	)	$	(5,967	)	$	4,947	82.9	%

The Company began using the estimated annual effective tax rate method under ASC 740-270, “Interim Reporting” to calculate the provision for income taxes at the beginning of 2017. For the nine months ended September 30, 2018, we recorded a benefit from income taxes of approximately $10.9 million on pre-tax income from continuing operations of approximately $13.8 million, which results in a tax rate of (78.9)%. This tax rate is based on an estimated annual effective rate of (66.1)% and discrete tax benefits of approximately $1.8 million related to provision to return adjustments, state rate and legislative changes. For the nine months ended September 30, 2017, we recorded a benefit from income taxes of approximately $6.0 on a pre-tax loss from continuing operations of approximately $15.1 million. The tax benefit was primarily related to the impact on the estimated annual effective tax rate from impairments on indefinite-lived intangible assets and discrete tax adjustments related to provision-to-return adjustments.

Noncontrolling interests in income of subsidiaries

Nine Months Ended September 30,				Increase/(Decrease)
2018		2017
$	670	$	232	$	438	188.8	%

The increase in noncontrolling interests in income of subsidiaries was due primarily to higher net income recognized by Reach Media during the nine months ended September 30, 2018, versus the same period in 2017.

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Other Data

Broadcast and digital operating income

Broadcast and digital operating income increased to approximately $120.3 million for the nine months ended September 30, 2018, compared to approximately $117.4 million for the comparable period in 2017, an increase of approximately $2.9 million or 2.4%. This increase was due to higher broadcast and digital operating income at our cable television and Reach Media segments, which was partially offset by lower broadcast and digital operating income at our radio broadcasting and digital segments. Our radio broadcasting segment generated approximately $46.8 million of broadcast and digital operating income during the nine months ended September 30, 2018, compared to approximately $50.0 million during the nine months ended September 30, 2017, a decrease of approximately $3.1 million, primarily due to revenue declines and an increase in programming and technical expenses. Reach Media generated approximately $6.5 million of broadcast and digital operating income during the nine months ended September 30, 2018, compared to approximately $4.5 million during the nine months ended September 30, 2017. Our digital segment generated approximately $5.3 million of broadcast and digital operating loss during the nine months ended September 30, 2018, compared to approximately $2.7 million of broadcast and digital operating loss during the nine months ended September 30, 2017. The increase in our digital segment’s broadcast and digital operating loss is primarily due to increased investment in video. Finally, TV One generated approximately $72.3 million of broadcast and digital operating income during the nine months ended September 30, 2018, compared to approximately $65.7 million during the nine months ended September 30, 2017, with the increase due primarily to lower content amortization expense and lower selling, general and administrative expenses.

Broadcast and digital operating income margin

Broadcast and digital operating income margin increased to 36.9% for the nine months ended September 30, 2018, compared to 35.5% for the comparable period in 2017. The margin increase was primarily attributable to higher broadcast and digital operating income as noted above.

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LIQUIDITY AND CAPITAL RESOURCES

Our primary source of liquidity is cash provided by operations and, to the extent necessary, borrowings available under our senior credit facility and other debt or equity financing.

See Note 4 to our consolidated financial statements – Long-Term Debt for further information on liquidity and capital resources.

As of September 30, 2018, ratios calculated in accordance with the 2017 Credit Facility were as follows:

	As of September 30, 2018			Covenant Limit			Excess Coverage
Interest Coverage
Covenant EBITDA / Interest Expense		2.05	x		1.25	x		0.80	x
Senior Secured Leverage
Senior Secured Debt / Covenant EBITDA		4.54	x		5.85	x		1.31	x

Covenant EBITDA – Earnings before interest, taxes, depreciation and amortization (“EBITDA”) adjusted for certain other adjustments, as defined in the 2017 Credit Facility

The following table summarizes the interest rates in effect with respect to our debt as of September 30, 2018:

Type of Debt	Amount Outstanding		Applicable Interest Rate
	(In millions)
Senior bank term debt, net of original issue discount and issuance costs (at variable rates)(1)	$	337.6		6.25	%
9.25% Senior Subordinated Notes, net of original issue discount and issuance costs (fixed rate)		244.2		9.25	%
7.375% Senior Secured Notes, net of original issue discount and issuance costs (fixed rate)		346.5		7.375	%
Comcast Note due April 2019 (fixed rate)		11.9		10.47	%

(1) Subject to variable LIBOR plus a spread that is incorporated into the applicable interest rate set forth above.

The following table provides a comparison of our statements of cash flows for the nine months ended September 30, 2018 and 2017, respectively:

	2018			2017
	(In thousands)
Net cash flows provided by operating activities	$	44,170		$	19,774
Net cash flows provided by investing activities	$	4,309		$	15,517
Net cash flows used in financing activities	$	(40,192	)	$	(29,125	)

Net cash flows provided by operating activities were approximately $44.2 million and $19.8 million for the nine months ended September 30, 2018 and 2017, respectively. Net cash flow from operating activities for the nine months ended September 30, 2018, increased from the prior year primarily due to timing of collections of accounts receivable, payments of accrued compensation and lower payments for content assets.

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Net cash flows provided by investing activities were approximately $4.3 million and $15.5 million for the nine months ended September 30, 2018 and 2017, respectively. Capital expenditures, including digital tower and transmitter upgrades, and deposits for station equipment and purchases were approximately $3.7 million and $4.5 million for the nine months ended September 30, 2018 and 2017, respectively. During the nine months ended September 30, 2018, the Company paid approximately $4.8 million to complete the acquisition of our new WTEM Washington DC station and Detroit translators and we received proceeds of approximately $12.8 million for the sale of our Detroit WPZR-FM station assets. During the nine months ended September 30, 2017, the Company paid approximately $2.0 million to complete the acquisition of our new Richmond and Washington DC stations and the Company paid approximately $5.0 million to complete the acquisition of certain digital assets from Moguldom. During the nine months ended September 30, 2017, the Company received proceeds of approximately $25.0 million to complete its sale of certain land, towers and equipment as part of a sale-leaseback transaction. Finally, during the nine months ended September 30, 2017, the Company received proceeds of approximately $2.0 million to complete the sale of its Detroit WCHB-AM station.

Net cash flows used in financing activities were approximately $40.2 million and $29.1 million for the nine months ended September 30, 2018 and 2017, respectively. During the nine months ended September 30, 2018 and 2017, the Company repaid approximately $2.6 million and $346.5 million, respectively, in outstanding debt. During the nine months ended September 30, 2017, we borrowed approximately $350.0 million in new 2017 Credit Facility. During the nine months ended September 30, 2017, we capitalized approximately $8.9 million of costs associated with our indebtedness. The amounts capitalized in 2017 relate to our new 2017 Credit Facility. During the nine months ended September 30, 2018, the Company distributed $752,000 of contingent consideration related to the Moguldom acquisition. During the nine months ended September 30, 2018, the Company repurchased approximately $28.9 million of our 2020 Notes. Finally, during the nine months ended September 30, 2018 and 2017, respectively, we repurchased approximately $6.1 million and $4.4 million of our Class D Common Stock. Reach Media paid $801,000 in dividends to noncontrolling interest shareholders during the nine months ended September 30, 2018.

Credit Rating Agencies

Our corporate credit ratings by Standard & Poor's Rating Services and Moody's Investors Service are speculative-grade and have been downgraded and upgraded at various times during the last several years. Any reductions in our credit ratings could increase our borrowing costs, reduce the availability of financing to us or increase our cost of doing business or otherwise negatively impact our business operations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our significant accounting policies are described in Note 1 - Organization and Summary of Significant Accounting Policies of the consolidated financial statements in our Annual Report on Form 10-K. We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates. In Management’s Discussion and Analysis contained in our Annual Report on Form 10-K for the year ended December 31, 2017, we summarized the policies and estimates that we believe to be most critical in understanding the judgments involved in preparing our consolidated financial statements and the uncertainties that could affect our results of operations, financial condition and cash flows. There have been no material changes to our existing accounting policies or estimates since we filed our Annual Report on Form 10-K for the year ended December 31, 2017.

Goodwill and Radio Broadcasting Licenses

Impairment Testing

We have made several acquisitions in the past for which a significant portion of the purchase price was allocated to goodwill and radio broadcasting licenses. Goodwill exists whenever the purchase price exceeds the fair value of tangible and identifiable intangible net assets acquired in business combinations. As of September 30, 2018, we had approximately $600.1 million in broadcast licenses and $260.3 million in goodwill, which totaled $860.4 million, and represented approximately 66.8% of our total assets. Therefore, we believe estimating the fair value of goodwill and radio broadcasting licenses is a critical accounting estimate because of the significance of their carrying values in relation to our total assets.

For the nine months ended September 30, 2018, the Company recorded an impairment charge of approximately $2.7 million related to its Charlotte market goodwill and a charge of approximately $3.8 million associated with our Detroit market radio broadcasting licenses. There was no impairment recorded during the three months ended September 30, 2018. The Company recorded an impairment charge of approximately $16.4 million and $29.1 million for the three and nine months ended September 30, 2017, related to its Columbus and Houston radio broadcasting licenses.

We test for impairment annually across all reporting units, or when events or changes in circumstances or other conditions suggest impairment may have occurred in any given reporting unit. Our annual impairment testing is performed as of October 1 of each year. Impairment exists when the carrying value of these assets exceeds its respective fair value. When the carrying value exceeds fair value, an impairment amount is charged to operations for the excess.

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Valuation of Broadcasting Licenses

During the second and third quarters of 2018 and 2017, the total market revenue growth for certain markets in which we operate was below that used in our annual impairment testing. We deemed that to be an impairment indicator that warranted interim impairment testing of certain markets’ radio broadcasting licenses, which we performed as of September 30, 2018 and 2017. There was no impairment identified as part of the testing performed during the quarter ended September 30, 2018. During the nine months ended September 30, 2018, the Company recorded a non-cash impairment charge of approximately $3.8 million associated with our Detroit market radio broadcasting licenses. During the three months ended September 30, 2017, the Company recorded an impairment charge of approximately $16.4 million related to our Columbus and Houston radio broadcasting licenses. During the nine months ended September 30, 2017, the Company recorded an impairment charge of approximately $29.1 million related to our Columbus and Houston radio broadcasting licenses. Below are some of the key assumptions used in the income approach model for estimating broadcasting licenses fair values for the interim impairment assessments for the quarters ended September 30, 2018 and 2017, respectively.

Radio Broadcasting	September 30,			September 30,
Licenses	2018(a)			2017(a)
Pre-tax impairment charge (in millions)	$	—		$	16.4
Discount Rate		9.0	%		9.0	%
Year 1 Market Revenue Growth Rate Range		0.5	%		(5.0)% – 2.0	%
Long-term Market Revenue Growth Rate Range (Years 6 – 10)		0.5% – 1.5	%		0.5% – 1.5	%
Mature Market Share Range		6.8% – 14.3	%		6.9% – 25.8	%
Operating Profit Margin Range		29.8% – 35.1	%		31.0% – 47.0	%

(a) Reflects changes only to the key assumptions used in the interim testing for certain units of accounting.

Valuation of Goodwill

During the second and third quarters of 2018 and 2017, we identified an impairment indicator at certain of our radio markets, and, as such, we performed an interim analysis for certain radio market goodwill as of September 30, 2018 and 2017. No goodwill impairment was identified during the three months ended September 30, 2018 or during the nine months ended September 30, 2017. During the nine months ended September 30, 2018, the Company recorded a non-cash impairment charge of approximately $2.7 million to reduce the carrying value of our Charlotte goodwill balance. Below are some of the key assumptions used in the income approach model for estimating reporting unit fair values for the interim impairment assessments for the quarters ended September 30, 2018 and 2017.

Goodwill (Radio Market	September 30,			September 30,
Reporting Units)	2018(a)			2017(a)
Pre-tax impairment charge (in millions)	$	–		$	–
Discount Rate		9.0	%		9.0	%
Year 1 Market Revenue Growth Rate Range		1.2% – 35.2	%		(5.9)% – 30.0	%
Long-term Market Revenue Growth Rate Range (Years 6 – 10)		1.0% – 1.5	%		1.0% – 1.5	%
Mature Market Share Range		9.0% – 15.6	%		9.0% – 14.8	%
Operating Profit Margin Range		21.7% – 31.8	%		26.6% – 52.6	%

(a) Reflects changes only to the key assumptions used in the interim testing for certain units of accounting.

During the second and third quarters of 2017, the Company performed interim impairment testing on the valuation of goodwill associated with Reach Media. Reach Media’s net revenues and cash flows declined and internal projections were revised downward, which we deemed to be an impairment indicator. The Company reduced its operating cash flow projections and assumptions based on Reach Media’s actual results which did not meet budget. Below are some of the key assumptions used in the income approach model for estimating the fair value for Reach Media for the interim assessment at September 30, 2017. As a result of our interim assessment, the Company concluded no impairment for the Reach Media goodwill value had occurred.  

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	September 30,
Reach Media Segment Goodwill	2017
Pre-tax impairment charge (in millions)	$	—
Discount Rate		10.5	%
Year 1 Revenue Growth Rate		(11.3	)%
Long-term Revenue Growth Rate		1.0	%
Operating Profit Margin Range		13.5% – 15.9	%

We did not identify any impairment indicators for the three months ended September 30, 2018 or 2017 at any of our other reportable segments, except as described above.

As part of our annual testing, when arriving at the estimated fair values for radio broadcasting licenses and goodwill, we also performed an analysis by comparing our overall average implied multiple based on our cash flow projections and fair values to recently completed sales transactions, and by comparing our fair value estimates to the market capitalization of the Company. The results of these comparisons confirmed that the fair value estimates resulting from our annual assessment for 2017 were reasonable.

Several of the licenses in our units of accounting have limited or no excess of fair values over their respective carrying values. Should our estimates, assumptions, or events or circumstances for any upcoming valuations worsen in the units with no or limited fair value cushion, additional license impairments may be needed in the future.

Realizability of Deferred Tax Assets

Given the continued improvement in the Company’s operations and profitability levels, it is reasonably possible that positive evidence will be sufficient to release a material amount of the Company’s valuation allowance recorded against the deferred tax assets of September 30, 2018. Release of the valuation allowance would result in a decrease to income tax expense for the period the release is recorded. The exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that the Company is able to actually achieve. The Company will continue to evaluate the release of the valuation allowance on a quarterly basis. 

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 of our consolidated financial statements – Organization and Summary of Significant Accounting Policies for a summary of recent accounting pronouncements.

CAPITAL AND COMMERCIAL COMMITMENTS:

Radio Broadcasting Licenses

Each of the Company’s radio stations operates pursuant to one or more licenses issued by the Federal Communications Commission that have a maximum term of eight years prior to renewal. The Company’s radio broadcasting licenses expire at various times beginning October 1, 2019 through August 1, 2022. Although the Company may apply to renew its radio broadcasting licenses, third parties may challenge the Company’s renewal applications. The Company is not aware of any facts or circumstances that would prevent the Company from having its current licenses renewed.

Indebtedness

We have several debt instruments outstanding within our corporate structure. We incurred senior bank debt as part of our 2017 Credit Facility in the amount of $350.0 million that matures on the earlier of (i) April 18, 2023, or (ii) in the event such debt is not repaid or refinanced, 91 days prior to the maturity of either of the Company’s 2022 Notes or the Company’s 2020 Notes. We also have $245.0 million outstanding in our 2020 Notes and we also have $350.0 million outstanding in our 2022 Notes. Finally, we also have outstanding our senior unsecured promissory note in the aggregate principal amount of approximately $11.9 million under the Comcast Note. See “Liquidity and Capital Resources.”

Royalty Agreements

The Company has historically entered into fixed and variable fee music license agreements with performance rights organizations including Broadcast Music, Inc. (“BMI”), the Society of European Stage Authors and Composers (“SESAC”) and, the American Society of Composers, Authors and Publishers (“ASCAP”).  Our BMI license expired December 31, 2016. The expiration was an industry wide issue. The Company has authorized the Radio Music License Committee (the “RMLC”) to negotiate on its behalf with respect to its licenses with ASCAP, BMI and SESAC, including the BMI license that expired December 31, 2016. While the RMLC continues to pursue resolution with BMI, the RMLC has advised operators to make payments to BMI as invoiced by BMI anticipating retroactive discount likely to be applied. In July 2017, the RMLC learned that the RMLC-Represented broadcasters were awarded a discount off of the SESAC license rate card. The fee reduction applies for the license period January 1, 2016 through December 31, 2018 and has retroactive application.  The RMLC negotiated a new 5 year agreement with ASCAP with a license term of January 1, 2017 through December 31, 2021.  In connection with all performance rights organization agreements, including SESAC, ASCAP and BMI, the Company incurred expenses of approximately $2.5 million and $2.0 million during the three month periods ended September 30, 2018 and 2017, respectively, and incurred expenses of approximately $6.9 million and $6.2 million during the nine month periods ended September 30, 2018 and 2017, respectively.  Finally, in 2016, a new performance rights organization, Global Music Rights (“GMR”) formed, but the scope of its repertory is not clear and it is not clear that it licenses compositions that have not already been licensed by the other performance rights organizations.  To ensure licensing compliance in 2017, we have entered into a temporary license with GMR while the RMLC continues to pursue an agreement for a long term licensing solution.  This interim license continues through March 31, 2019.  GMR offered these interim license extensions on the same terms as each broadcaster’s prior interim license, except for the new end date. We anticipate further extensions of this temporary license until a permanent industry wide solution is put into effect.

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Lease obligations

We have non-cancelable operating leases for office space, studio space, broadcast towers and transmitter facilities that expire over the next 13 years.

Operating Contracts and Agreements

We have other operating contracts and agreements including employment contracts, on-air talent contracts, severance obligations, retention bonuses, consulting agreements, equipment rental agreements, programming related agreements, and other general operating agreements that expire over the next seven years.

Reach Media Noncontrolling Interest Shareholders’ Put Rights

Beginning on January 1, 2018, the noncontrolling interest shareholders of Reach Media have an annual right to require Reach Media to purchase all or a portion of their shares at the then current fair market value for such shares (the “Put Right”).   Beginning in 2018, this annual right is exercisable for a 30-day period beginning January 1 of each year. The purchase price for such shares may be paid in cash and/or registered Class D common stock of Urban One, at the discretion of Urban One. The noncontrolling interest shareholders of Reach Media did not exercise their Put Right for the 30-day period ending January 30, 2018. Management, at this time, cannot reasonably determine the period when and if, the put right will be exercised by the noncontrolling interest shareholders.

Contractual Obligations Schedule

The following table represents our contractual obligations as of September 30, 2018:

	Payments Due by Period
Contractual Obligations	Remainder of 2018		2019		2020		2021		2022		2023 and Beyond		Total
	(In thousands)
9.25% Senior Subordinated Notes(1)	$	5,666	$	22,663	$	247,518	$	–	$	–	$	–	$	275,847
7.375% Senior Subordinated Notes(1)		6,453		25,813		25,813		25,813		357,529		–		441,421
Credit facilities(2)		6,271		25,319		25,266		25,712		25,813		335,754		444,135
Other operating contracts / agreements(3)		31,493		45,541		29,037		24,908		16,339		58,437		205,755
Operating lease obligations		3,082		11,558		10,751		9,333		8,432		24,004		67,160
Comcast Note		311		12,086		–		–		–		–		12,397
Total	$	53,276	$	142,980	$	338,385	$	85,766	$	408,113	$	418,195	$	1,446,715

(1) Includes interest obligations based on current effective interest rates on senior subordinated notes and secured notes outstanding as of September 30, 2018.

(2) Includes interest obligations based on effective interest rate and projected interest expense on credit facilities outstanding as of September 30, 2018.

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(3) Includes employment contracts (including the Employment Agreement Award), severance obligations, on-air talent contracts, consulting agreements, equipment rental agreements, programming related agreements, and other general operating agreements. Also includes contracts that TV One has entered into to acquire entertainment programming rights and programs from distributors and producers.  These contracts relate to their content assets as well as prepaid programming related agreements.

Of the total amount of other operating contracts and agreements included in the table above, approximately $136.6 million has not been recorded on the balance sheet as of September 30, 2018, as it does not meet recognition criteria. Approximately $6.4 million relates to certain commitments for content agreements for our cable television segment, approximately $21.8 million relates to employment agreements, and the remainder relates to other agreements.

Other Contingencies

The Company has been named as a defendant in several legal actions arising in the ordinary course of business. It is management’s opinion, after consultation with its legal counsel, that the outcome of these claims will not have a material adverse effect on the Company’s financial position or results of operations.

Off-Balance Sheet Arrangements

On February 24, 2015, the Company entered into a letter of credit reimbursement and security agreement. As of September 30, 2018, the Company had letters of credit totaling $817,000 under the agreement for certain operating leases and certain insurance policies. Letters of credit issued under the agreement are required to be collateralized with cash.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk affecting Urban One, see Item 7A: “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.  Our exposure related to market risk has not changed materially since December 31, 2017.

Item 4.  Controls and Procedures

Evaluation of disclosure controls and procedures

We have carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic SEC reports. Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching our desired disclosure controls objectives. Our management, including our CEO and CFO, has concluded that our disclosure controls and procedures are effective in reaching that level of reasonable assurance.

Changes in internal control over financial reporting

During the three months ended September 30, 2018, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

Legal Proceedings

Urban One is involved from time to time in various routine legal and administrative proceedings and threatened legal and administrative proceedings incidental to the ordinary course of our business. Urban One believes the resolution of such matters will not have a material adverse effect on its business, financial condition or results of operations.

Item 1A.  Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017 (the “2017 Annual Report”), which could materially affect our business, financial condition or future results. The risks described in our 2017 Annual Report, as updated by our quarterly reports on Form 10-Q, are not the only risks facing our Company.  Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also materially adversely affect our business, financial condition and/or operating results.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

None.

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Item 6.  Exhibits

Exhibit Number	Description
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Financial information from the Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, formatted in XBRL.

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SIGNATURE

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.

URBAN ONE, INC.

/s/ PETER D. THOMPSON

Peter D. Thompson

Executive Vice President and

Chief Financial Officer

(Principal Accounting Officer)

November 7, 2018

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EX-31.1

Exhibit 31.1

I, Alfred C. Liggins, III, Chief Executive Officer and President of Urban One, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Urban One, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s third quarter in the case of this report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Alfred C. Liggins, III
	Alfred C. Liggins, III
	President and Chief Executive Officer

Date: November 7, 2018

EX-31.2

Exhibit 31.2

I, Peter D. Thompson, Executive Vice President, Chief Financial Officer and Principal Accounting Officer of Urban One, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Urban One, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(i) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s third quarter in the case of this report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	By:	/s/ Peter D. Thompson
		Peter D. Thompson
		Executive Vice President,
		Chief Financial Officer and Principal Accounting Officer
Date: November 7, 2018

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Urban One, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i) the accompanying Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	By:	/s/ Alfred C. Liggins, III
		Name: Alfred C. Liggins, III
		Title: President and Chief Executive Officer
Date: November 7, 2018

A signed original of this written statement required by Section 906 has been provided to Urban One, Inc. and will be retained by Urban One, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Urban One, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i) The accompanying Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2018 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	By:	/s/ Peter D. Thompson
		Name: Peter D. Thompson
		Title: Executive Vice President and Chief Financial Officer
Date: November 7, 2018

A signed original of this written statement required by Section 906 has been provided to Urban One, Inc. and will be retained by Urban One, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Oct. 29, 2018
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3
Entity Registrant Name	URBAN ONE, INC.
Entity Central Index Key	0001041657
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Trading Symbol	UONE
Entity Emerging Growth Company	false
Entity Small Business	true
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		1,637,472
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,861,843
Common Class C [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,928,906
Common Class D [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		39,572,435

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
NET REVENUE	$ 110,730	$ 112,078	$ 325,557	$ 331,005
OPERATING EXPENSES:
Programming and technical, including stock-based compensation of $30 and $0, and $30 and $0, respectively	30,982	34,892	93,504	99,798
Selling, general and administrative, including stock-based compensation of $166 and $326, and $582 and $453, respectively	36,530	36,851	112,413	114,280
Corporate selling, general and administrative, including stock-based compensation of $938 and $1,329, and $3,023 and $1,493, respectively	2,784	11,608	23,986	30,139
Depreciation and amortization	8,333	8,804	24,869	25,548
Impairment of long-lived assets	0	16,392	6,556	29,148
Total operating expenses	78,629	108,547	261,328	298,913
Operating income	32,101	3,531	64,229	32,092
INTEREST INCOME	33	12	194	160
INTEREST EXPENSE	18,987	19,938	57,423	60,147
(GAIN) LOSS ON RETIREMENT OF DEBT	(120)	(690)	(985)	6,393
GAIN ON SALE-LEASEBACK	0	0	0	(14,411)
OTHER INCOME, net	(1,935)	(1,850)	(5,850)	(4,745)
Income (loss) before benefit from income taxes and noncontrolling interests in income of subsidiaries	15,202	(13,855)	13,835	(15,132)
BENEFIT FROM INCOME TAXES	(8,173)	(6,037)	(10,914)	(5,967)
CONSOLIDATED NET INCOME (LOSS)	23,375	(7,818)	24,749	(9,165)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	331	68	670	232
CONSOLIDATED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$ 23,044	$ (7,886)	$ 24,079	$ (9,397)
BASIC NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
Net income (loss) attributable to common stockholders	$ 0.51	$ (0.17)	$ 0.52	$ (0.20)
DILUTED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
Net income (loss) attributable to common stockholders	$ 0.49	$ (0.17)	$ 0.50	$ (0.20)
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic	45,128,341	46,681,585	45,946,820	47,487,607
Diluted	47,462,358	46,681,585	48,376,362	47,487,607

XML

CONSOLIDATED STATEMENTS OF OPERATIONS [Parenthetical] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Selling, General and Administrative Expenses [Member]
Allocated Share-based Compensation Expense	$ 166	$ 326	$ 582	$ 453
Corporate Segment [Member]
Allocated Share-based Compensation Expense	938	1,329	3,023	1,493
Programming And Technical [Member]
Allocated Share-based Compensation Expense	$ 30	$ 0	$ 30	$ 0

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
COMPREHENSIVE INCOME (LOSS)	$ 23,375	$ (7,818)	$ 24,749	$ (9,165)
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	331	68	670	232
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$ 23,044	$ (7,886)	$ 24,079	$ (9,397)

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
CURRENT ASSETS:
Cash and cash equivalents	$ 45,326	$ 37,009
Restricted cash	772	802
Trade accounts receivable, net of allowance for doubtful accounts of $7,847 and $8,071, respectively	105,323	111,596
Prepaid expenses	7,994	9,013
Current portion of content assets	34,833	37,549
Other current assets	3,701	3,766
Total current assets	197,949	199,735
CONTENT ASSETS, net	80,869	74,508
PROPERTY AND EQUIPMENT, net	26,412	25,181
GOODWILL	260,299	262,894
RADIO BROADCASTING LICENSES	600,111	614,535
OTHER INTANGIBLE ASSETS, net	74,882	94,055
OTHER ASSETS	47,019	45,847
Total assets	1,287,541	1,316,755
CURRENT LIABILITIES:
Accounts payable	5,733	8,127
Accrued interest	15,592	15,428
Accrued compensation and related benefits	9,819	8,648
Current portion of content payables	18,116	17,891
Other current liabilities	27,558	27,236
Current portion of long-term debt	15,372	3,500
Total current liabilities	92,190	80,830
LONG-TERM DEBT, net of current portion, original issue discount and issuance costs	924,837	967,166
CONTENT PAYABLES, net of current portion	21,198	21,879
OTHER LONG-TERM LIABILITIES	37,560	44,853
DEFERRED TAX LIABILITIES, net	137,860	148,592
Total liabilities	1,213,645	1,263,320
REDEEMABLE NONCONTROLLING INTERESTS	11,112	10,780
STOCKHOLDERS' EQUITY:
Convertible preferred stock, $.001 par value, 1,000,000 shares authorized; no shares outstanding at September 30, 2018 and December 31, 2017, respectively	0	0
Additional paid-in capital	979,633	983,582
Accumulated deficit	(916,897)	(940,976)
Total stockholders' equity	62,784	42,655
Total liabilities, redeemable noncontrolling interests and stockholders' equity	1,287,541	1,316,755
Common Class A [Member]
STOCKHOLDERS' EQUITY:
Common stock value	2	2
Common Class B [Member]
STOCKHOLDERS' EQUITY:
Common stock value	3	3
Common Class C [Member]
STOCKHOLDERS' EQUITY:
Common stock value	3	3
Common Class D [Member]
STOCKHOLDERS' EQUITY:
Common stock value	$ 40	$ 41

XML

CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Allowance for doubtful accounts receivable (in dollars)	$ 7,847	$ 8,071
Convertible Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Convertible Preferred stock, shares authorized	1,000,000	1,000,000
Convertible Preferred stock, shares outstanding	0	0
Common Class A [Member]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	30,000,000	30,000,000
Common stock, shares issued	1,637,472	1,641,632
Common stock, shares outstanding	1,637,472	1,641,632
Common Class B [Member]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	2,861,843	2,861,843
Common stock, shares outstanding	2,861,843	2,861,843
Common Class C [Member]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	2,928,906	2,928,906
Common stock, shares outstanding	2,928,906	2,928,906
Common Class D [Member]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	39,768,165	41,014,121
Common stock, shares outstanding	39,768,165	41,014,121

XML

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands	Total	Convertible Preferred Stock [Member]	Common Stock Class A [Member]	Common Class B [Member]	Common Class C [Member]	Common Class D [Member]	Additional Paid-In Capital	Accumulated Deficit [Member]
BALANCE at Dec. 31, 2017	$ 42,655	$ 0	$ 2	$ 3	$ 3	$ 41	$ 983,582	$ (940,976)
Consolidated net income	24,079	0	0	0	0	0	0	24,079
Repurchase of 4,160 shares of Class A common stock and 3,062,574 shares of Class D common stock	(6,130)	0	0	0	0	(3)	(6,127)	0
Repurchase of share-based equity awards	(1,077)	0	0	0	0	0	(1,077)	0
Exercise of options for 58,190 shares of common stock	85	0	0	0	0	0	85	0
Adjustment of redeemable noncontrolling interests to estimated redemption value	(463)	0	0	0	0	0	(463)	0
Stock-based compensation expense	3,635	0	0	0	0	2	3,633	0
BALANCE at Sep. 30, 2018	$ 62,784	$ 0	$ 2	$ 3	$ 3	$ 40	$ 979,633	$ (916,897)

XML

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY [Parenthetical]	9 Months Ended
	Sep. 30, 2018 shares
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period	58,190
Common Class A [Member]
Stock Repurchased During Period, Shares	4,160
Common Stock Class D [Member]
Stock Repurchased During Period, Shares	3,062,574

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income (loss)	$ 23,375		$ (7,818)	$ 24,749	$ (9,165)
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization				24,869	25,548
Amortization of debt financing costs				2,151	2,900
Amortization of content assets				32,315	35,468
Amortization of launch assets				317	324
Deferred income taxes				(10,732)	(5,960)
Impairment of long-lived assets	0		16,392	6,556	29,148
Stock-based compensation	1,100		1,700	3,635	1,946
(Gain) loss on retirement of debt	(120)	$ (1,200)	(690)	(985)	6,393	$ (7,100)
Gain on sale-leaseback	0		0	0	(14,411)
Effect of change in operating assets and liabilities, net of assets acquired:
Trade accounts receivable				5,297	(6,146)
Prepaid expenses and other current assets				(101)	(1,222)
Other assets				(1,172)	1,916
Accounts payable				(2,394)	(184)
Accrued interest				164	(963)
Accrued compensation and related benefits				1,171	(6,317)
Other liabilities				(5,254)	1,030
Payment of launch support			0	0	(1,848)
Payments for content assets				(36,416)	(38,683)
Net cash flows provided by operating activities				44,170	19,774
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment				(3,719)	(4,483)
Proceeds from sale of radio station				12,791	2,000
Proceeds from sale-leaseback				0	25,000
Acquisition of digital assets				0	(5,000)
Acquisition of station and broadcasting assets				(4,763)	(2,000)
Net cash flows provided by investing activities				4,309	15,517
CASH FLOWS FROM FINANCING ACTIVITIES:
Distribution of contingent consideration				(752)	0
Proceeds from exercise of stock options				85	0
Repayment of 2020 Notes				(28,892)	(19,369)
Debt refinancing costs and original issue discount				0	(8,860)
Repurchase of share-based equity awards				(1,077)	0
Payment of dividends to noncontrolling interest members of Reach Media				(801)	0
Repurchase of common stock				(6,130)	(4,396)
Net cash flows used in financing activities				(40,192)	(29,125)
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH				8,287	6,166
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period		52,947		37,811	46,781	46,781
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$ 46,098	$ 37,811	$ 52,947	46,098	52,947	$ 37,811
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for: Interest				55,108	58,210
Cash paid for: Income taxes, net of refunds				1,289	629
NON-CASH FINANCIAL AND INVESTING ACTIVITIES:
Purchases of property and equipment				329	0
2017 Credit Facility [Member]
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from 2017 Credit Facility				0	350,000
Repayment of credit facility				(2,625)	(1,750)
2015 Credit Facility [Member]
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of credit facility				$ 0	$ (344,750)

XML

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a) Organization

Urban One, Inc. (a Delaware corporation referred to as “Urban One”) and its subsidiaries (collectively, the “Company”) is an urban-oriented, multi-media company that primarily targets African-American and urban consumers. Our core business is our radio broadcasting franchise which is the largest radio broadcasting operation that primarily targets African-American and urban listeners. As of September 30, 2018, we owned and/or operated 59 broadcast stations (including HD stations we operate) located in 15 of the most populous African-American markets in the United States. While a core source of our revenue has historically been and remains the sale of local and national advertising for broadcast on our radio stations, our strategy is to operate the premier multi-media entertainment and information content provider targeting African-American and urban consumers. Thus, we have diversified our revenue streams by making acquisitions and investments in other complementary media properties. Our diverse media and entertainment interests include TV One, LLC (“TV One”), an African-American targeted cable television network; our 80.0% ownership interest in Reach Media, Inc. (“Reach Media”) which operates the Tom Joyner Morning Show and our other syndicated programming assets, including the Rickey Smiley Morning Show, the Russ Parr Morning Show and the DL Hughley Show; and Interactive One, LLC (“Interactive One”), our wholly owned digital platform serving the African-American community through social content, news, information, and entertainment websites, including its Cassius, Bossip, HipHopWired and MadameNoire digital platforms and brands. We also have invested in a minority ownership interest in MGM National Harbor, a gaming resort located in Prince George’s County, Maryland. Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to the African-American and urban audiences.

Our core radio broadcasting franchise operates under the brand “Radio One.”  We also operate our other brands, such as TV One, Reach Media and Interactive One, while developing additional branding reflective of our diverse media operations and targeting our African-American and urban audiences.

As part of our consolidated financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, we have provided selected financial information on the Company’s four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. (See Note 7 – Segment Information.)

(b) Interim Financial Statements

The interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In management’s opinion, the interim financial data presented herein include all adjustments (which include only normal recurring adjustments) necessary for a fair presentation. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations.

Results for interim periods are not necessarily indicative of results to be expected for the full year. This Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2017 Annual Report on Form 10-K.

(c) Financial Instruments

Financial instruments as of September 30, 2018, and December 31, 2017, consisted of cash and cash equivalents, restricted cash, trade accounts receivable, long-term debt and redeemable noncontrolling interests. The carrying amounts approximated fair value for each of these financial instruments as of September 30, 2018, and December 31, 2017, except for the Company’s outstanding senior subordinated notes and secured notes. The 9.25% Senior Subordinated Notes which are due in February 2020 (the “2020 Notes”) had a carrying value of approximately $245.0 million and $275.0 million as of September 30, 2018, and December 31, 2017, respectively, and fair value of approximately $241.9 million and $257.8 million as of September 30, 2018, and December 31, 2017, respectively. The fair values of the 2020 Notes, classified as Level 2 instruments, were determined based on the trading values of these instruments in an inactive market as of the reporting date. The 7.375% Senior Secured Notes that are due in March 2022 (the “2022 Notes”) had a carrying value of approximately $350.0 million as of each of September 30, 2018, and December 31, 2017, and fair value of approximately $346.5 million and $348.3 million as of September 30, 2018, and December 31, 2017, respectively. The fair values of the 2022 Notes, classified as Level 2 instruments, were determined based on the trading values of these instruments in an inactive market as of the reporting date. On April 18, 2017, the Company closed on the $350.0 million senior secured credit facility (the “2017 Credit Facility”) which had a carrying value of approximately $344.8 million and fair value of approximately $336.1 million as of September 30, 2018. The 2017 Credit Facility had a carrying value of approximately $347.4 million and fair value of approximately $340.4 million as of December 31, 2017. The fair value of the 2017 Credit Facility, classified as a Level 2 instrument, was determined based on the trading values of this instrument in an inactive market as of the reporting date. The senior unsecured promissory note in the aggregate principal amount of approximately $11.9 million (the “Comcast Note”) had a carrying value of approximately $11.9 million as of September 30, 2018, and as of December 31, 2017. The fair value of the Comcast Note was approximately $11.9 million as of September 30, 2018, and as of December 31, 2017. The fair value of the Comcast Note, classified as a Level 3 instrument, was determined based on the fair value of a similar instrument as of the reporting date using updated interest rate information derived from changes in interest rates since inception to the reporting date. 

(d) Revenue Recognition

On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers” which requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company elected to use the modified retrospective method, but the adoption of the standard did not have a material impact to our financial statements. In general, our spot advertising (both radio and cable television) as well as our digital advertising continues to be recognized when aired and delivered. For our cable television affiliate revenue, the Company grants a license to the affiliate to access its television programming content through the license period, and the Company earns a usage based royalty when the usage occurs, consistent with our previous revenue recognition policy. Finally, for event advertising, the performance obligation is satisfied at a point in time when the activity associated with the event is completed.

Within our radio broadcasting and Reach Media segments, the Company recognizes revenue for broadcast advertising at a point in time when a commercial spot runs. The revenue is reported net of agency and outside sales representative commissions. Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing. Generally, clients remit the gross billing amount to the agency or outside sales representative, and the agency or outside sales representative remits the gross billing, less their commission, to the Company. For our radio broadcasting and Reach Media segments, agency and outside sales representative commissions were approximately $6.0 million and $6.1 million for the three months ended September 30, 2018 and 2017, respectively. Agency and outside sales representative commissions were approximately $17.2 million and $18.2 million for the nine months ended September 30, 2018 and 2017, respectively.

Within our digital segment, including Interactive One, which generates the majority of the Company’s digital revenue, revenue is principally derived from advertising services on non-radio station branded but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements.  Advertising revenue is recognized at a point in time either as impressions (the number of times advertisements appear in viewed pages) are delivered, when “click through” purchases are made, or ratably over the contract period, where applicable. In addition, Interactive One derives revenue from its studio operations, in which it provides third-party clients with publishing services including digital platforms and related expertise.  In the case of the studio operations, revenue is recognized primarily through fixed contractual monthly fees and/or as a share of the third party’s reported revenue.

TV One derives advertising revenue from the sale of television air time to advertisers and recognizes revenue when the advertisements are run. Advertising revenue is recognized at a point in time when the individual spots run. To the extent there is a shortfall in contracts where the ratings were guaranteed, a portion of the revenue is deferred until the shortfall is settled, typically by providing additional advertising units generally within one year of the original airing. TV One also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements based on a per subscriber fee multiplied by the most recent subscriber counts reported by the applicable affiliate. The Company recognizes the affiliate fee revenue at a point in time as its performance obligation to provide the programming is met. The Company has a right of payment each month as the programming services and related obligations have been satisfied. For our cable television segment, agency and outside sales representative commissions were $3.5 million and $3.2 million for the three months ended September 30, 2018 and 2017, respectively. Agency and outside sales representative commissions were approximately $10.4 million and $10.8 million for the nine months ended September 30, 2018 and 2017, respectively.

Revenue by Contract Type

The following chart shows our net revenue (and sources) for the three and nine months ended September 30, 2018 and 2017:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
	(In thousands, unaudited)
Net Revenue:
Radio Advertising	$	52,136	$	50,881	$	145,638	$	149,086
Political Advertising		917		243		2,300		1,217
Digital Advertising		8,734		8,107		23,439		20,353
Cable Television Advertising		19,157		20,791		56,211		60,920
Cable Television Affiliate Fees		26,244		26,558		81,513		80,021
Event Revenues & Other		3,542		5,498		16,456		19,408
Net Revenue (as reported)	$	110,730	$	112,078	$	325,557	$	331,005

If economic conditions change, or other adverse factors outside our control arise, our operations could be negatively impacted.

Contract assets and liabilities

Contract assets (unbilled receivables) and contract liabilities (customer advances and unearned income and unearned event income) that are not separately stated in our consolidated balance sheets at September 30, 2018, December 31, 2017 and September 30, 2017 were as follows:

	September 30, 2018		December 31, 2017		September 30, 2017
	(Unaudited)				(Unaudited)
	(In thousands)
Contract assets:
Unbilled receivables	$	4,268	$	4,850	$	7,767
Contract liabilities:
Customer advances and unearned income	$	4,588	$	3,372	$	3,941
Unearned event income		3,163		4,117		2,819

Unbilled receivables consists of earned revenue on behalf of customers that have not yet been billed. Customer advances and unearned income represents advance payments by customers for future services under contract that are generally incurred in the near term. Unearned event income represents payments by customers for upcoming events.

For customer advances and unearned income as of January 1, 2018, $241,000 and approximately $2.0 million was recognized as revenue during the three and nine months ended September 30, 2018, respectively. For unearned event income as of January 1, 2018, approximately $4.1 million was recognized during the nine months ended September 30, 2018, as the event took place during the second quarter of 2018. 

Practical expedients and exemptions

We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses.

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less or (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

(e) Launch Support

TV One has entered into certain affiliate agreements requiring various payments by TV One for launch support. Launch support assets are used to initiate carriage under affiliation agreements and are amortized over the term of the respective contracts. Amortization is recorded as a reduction to revenue. For the three and nine months ended September 30, 2018, there was a non-cash launch support addition of $976,000 for carriage initiation. TV One made no payments for the three months ended September 30, 2017, and paid approximately $1.8 million for carriage initiation for the nine months ended September 30, 2017. The weighted-average amortization period for launch support is approximately 8.8 years as of September 30, 2018, and 9.5 years as of December 31, 2017. The remaining weighted-average amortization period for launch support is 6.3 years and 7.1 years as of September 30, 2018, and December 31, 2017, respectively. For the three and nine months ended September 30, 2018, launch support asset amortization of $106,000 and $317,000, respectively, was recorded as a reduction to revenue. For the three and nine months ended September 30, 2017, launch support asset amortization of $108,000 and $324,000, respectively, was recorded as a reduction to revenue. Launch assets are included in other intangible assets on the consolidated balance sheets.

(f) Barter Transactions

For barter transactions, the Company provides advertising time in exchange for programming content and certain services. The Company includes the value of such exchanges in both broadcasting net revenue and station operating expenses. The valuation of barter time is based upon the fair value of the network advertising time provided for the programming content and services received. For the three months ended September 30, 2018 and 2017, barter transaction revenues were $713,000 and $574,000, respectively. Additionally, for the three months ended September 30, 2018 and 2017, barter transaction costs were reflected in programming and technical expenses of $673,000 and $534,000, respectively, and selling, general and administrative expenses of $40,000 and $40,000, respectively. For the nine months ended September 30, 2018 and 2017, barter transaction revenues were approximately $2.2 million and $1.6 million, respectively. Additionally, for the nine months ended September 30, 2018 and 2017, barter transaction costs were reflected in programming and technical expenses of approximately $2.1 million and $1.5 million, respectively, and selling, general and administrative expenses of $121,000 and $121,000, respectively. The Company reached an agreement with a cable television provider related to an adjustment of previously estimated affiliate fees in the amount of approximately $2.0 million for the nine months ended September 30, 2018, respectively, as final reporting became available. As settlement of this agreement, the Company will receive approximately $2.0 million in marketing services that will be utilized in future periods.

(g) Earnings Per Share

Basic earnings per share is computed on the basis of the weighted average number of shares of common stock (Classes A, B, C and D) outstanding during the period. Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method.  The Company’s potentially dilutive securities include stock options and unvested restricted stock. Diluted earnings per share considers the impact of potentially dilutive securities except in periods in which there is a net loss, as the inclusion of the potentially dilutive common shares would have an anti-dilutive effect.

The following table sets forth the calculation of basic and diluted earnings per share from continuing operations (in thousands, except share and per share data):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2018		2017			2018		2017
	(Unaudited)
	(In Thousands)
Numerator:
Net income (loss) attributable to common stockholders	$	23,044	$	(7,886	)	$	24,079	$	(9,397	)
Denominator:
Denominator for basic net income (loss) per share - weighted average outstanding shares		45,128,341		46,681,585			45,946,820		47,487,607
Effect of dilutive securities:
Stock options and restricted stock		2,334,017		—			2,429,542		—
Denominator for diluted net income (loss) per share - weighted-average outstanding shares		47,462,358		46,681,585			48,376,362		47,487,607
Net income (loss) attributable to common stockholders per share – basic	$	0.51	$	(0.17	)	$	0.52	$	(0.20	)
Net income (loss) attributable to common stockholders per share –diluted	$	0.49	$	(0.17	)	$	0.50	$	(0.20	)

All stock options and restricted stock awards were excluded from the diluted calculation for the three months ended September 30, 2017 and for the nine months ended September 30, 2017, as their inclusion would have been anti-dilutive.  The following table summarizes the potential common shares excluded from the diluted calculation. 

	Three Months Ended		Nine Months Ended
	September 30, 2017		September 30, 2017
	(Unaudited)
	(In Thousands)
Stock options		4,767		4,767
Restricted stock awards		2,390		2,476

(h) Fair Value Measurements

We report our financial and non-financial assets and liabilities measured at fair value on a recurring and non-recurring basis under the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: 

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets and liabilities that can be accessed at the measurement date.

Level 2: Observable inputs other than those included in Level 1 (i.e., quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets).

Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument.

As of September 30, 2018, and December 31, 2017, respectively, the fair values of our financial assets and liabilities measured at fair value on a recurring basis are categorized as follows:

	Total		Level 1		Level 2		Level 3
	(Unaudited)
	(In thousands)
As of September 30, 2018
Liabilities subject to fair value measurement:
Contingent consideration (a)	$	2,543		—		—	$	2,543
Employment agreement award (b)		27,078		—		—		27,078
Total	$	29,621	$	—	$	—	$	29,621
Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests (c)	$	11,112	$	—	$	—	$	11,112
As of December 31, 2017
Liabilities subject to fair value measurement:
Contingent consideration (a)	$	1,580		—		—	$	1,580
Employment agreement award (b)		32,323		—		—		32,323
Total	$	33,903	$	—	$	—	$	33,903
Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests (c)	$	10,780	$	—	$	—	$	10,780

(a)  This balance is measured based on the income approach to valuation in the form of a Monte Carlo simulation. The Monte Carlo simulation method is suited to instances such as this where there is non-diversifiable risk. It is also well-suited to multi-year, path dependent scenarios. Significant inputs to the Monte Carlo method include forecasted net revenues, discount rate and expected volatility. A third-party valuation firm assisted the Company in estimating the contingent consideration.

(b)  Each quarter, pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) is eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One. The Company reviews the factors underlying this award at the end of each quarter including the valuation of TV One (based on the estimated enterprise fair value of TV One as determined by a discounted cash flow analysis), and an assessment of the probability that the Employment Agreement will be renewed and contain this provision. The Company’s obligation to pay the award was triggered after the Company recovered the aggregate amount of certain pre-April 2015 capital contributions in TV One, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company or is terminated for cause. A third-party valuation firm assisted the Company in estimating TV One’s fair value using a discounted cash flow analysis. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement. Prior to the quarter ended September 30, 2018, there were probability factors included in the calculation of the award related to the likelihood that the award will be realized. During the quarter ended September 30, 2018, management changed the methodology used in calculating the fair value of the Company's Employment Agreement Award liability to simplify the calculation. As part of the simplified calculation, the Company eliminated certain adjustments made to its aggregate investment in TV One, including the treatment of historical dividends paid and potential distribution of assets upon liquidation. The Compensation Committee of the Board of Directors approved the simplified method which eliminates certain assumptions that were historically used in the determination of the fair value of this liability. The revised methodology results in an adjustment of approximately $6.6 million during the quarter ended September 30, 2018 to reflect this change in estimate.

(c)  The redeemable noncontrolling interest in Reach Media is measured at fair value using a discounted cash flow methodology. A third-party valuation firm assisted the Company in estimating the fair value. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value.

There were no transfers in or out of Level 1, 2, or 3 during the nine months ended September 30, 2018. The following table presents the changes in Level 3 liabilities measured at fair value on a recurring basis for the nine months ended September 30, 2018:

	Contingent Consideration			Employment Agreement Award			Redeemable Noncontrolling Interests
	(In thousands)
Balance at December 31, 2017	$	1,580		$	32,323		$	10,780
Net income attributable to noncontrolling interests		—			—			670
Distribution		(752	)		(1,530	)		—
Dividends paid to noncontrolling interests		—			—			(801	)
Change in fair value, net of change in estimate		1,715			(3,715	)		463
Balance at September 30, 2018	$	2,543		$	27,078		$	11,112
The amount of total (losses)/gains for the period included in earnings attributable to the change in unrealized losses/gains relating to assets and liabilities still held at the reporting date	$	(1,715	)	$	3,715		$	—

Losses and gains included in earnings were recorded in the consolidated statements of operations as corporate selling, general and administrative expenses for the employment agreement award for the three and nine months ended September 30, 2018 and 2017. Losses included in earnings were recorded in the consolidated statements of operations as selling, general and administrative expenses for contingent consideration for the three and nine months ended September 30, 2018 and 2017. 

		Significant	As of September 30, 2018			As of December 31, 2017
Level 3 liabilities	Valuation Technique	Unobservable Inputs	Significant Unobservable Input Value
Contingent consideration	Monte Carlo Simulation	Expected volatility		38.0	%		36.9	%
Contingent consideration	Monte Carlo Simulation	Discount Rate		16.0	%		16.0	%
Employment agreement award	Discounted Cash Flow	Discount Rate		11.0	%		11.0	%
Employment agreement award	Discounted Cash Flow	Long-term Growth Rate		2.5	%		2.5	%
Redeemable noncontrolling interest	Discounted Cash Flow	Discount Rate		10.5	%		10.5	%
Redeemable noncontrolling interest	Discounted Cash Flow	Long-term Growth Rate		1.0	%		1.0	%

Any significant increases or decreases in discount rate or long-term growth rate inputs could result in significantly higher or lower fair value measurements.

Certain assets and liabilities are measured at fair value on a non-recurring basis using Level 3 inputs as defined in ASC 820.  These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances.  Included in this category are goodwill, radio broadcasting licenses and other intangible assets, net, that are written down to fair value when they are determined to be impaired, as well as content assets that are periodically written down to net realizable value. For the nine months ended September 30, 2018, the Company recorded an impairment charge of approximately $2.7 million related to its Charlotte market goodwill and a charge of approximately $3.8 million associated with our Detroit market radio broadcasting licenses. The Company concluded these assets were not impaired during the three months ended September 30, 2018. The Company recorded an impairment charge of approximately $16.4 million and $29.1 million for the three and nine months ended September 30, 2017, respectively, related to its Houston and Columbus radio broadcasting licenses.

(i) Impact of Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which supersedes the revenue recognition requirements in ASC 605, “Revenue Recognition” and most industry-specific guidance throughout the codification. The standard requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. On July 9, 2015, the FASB voted and approved a deferral of the effective date of ASU 2014-09 by one year. As a result, ASU 2014-09 will be effective for fiscal years beginning after December 15, 2017. The FASB issued several amendments subsequently that clarified several aspects of the new revenue standard, but did not modify its core principle. The Company has completed its evaluation of the impact from adopting the new standard on its financial reporting and disclosures, and adopted the amended accounting guidance as of January 1, 2018 using the modified retrospective method. As part of this process, the Company has completed the following steps: (1) reviewed and assessed its business operations and identified its major revenue streams, which are comprised of radio spot advertising revenue, cable television spot advertising revenue, cable television affiliate revenue, event revenue and digital advertising; (2) reviewed the related contractual terms for each of these significant revenue streams; and (3) developed an implementation plan to ascertain the required revenue recognition changes applicable to this new standard. The performance obligations associated with its spot and digital advertising streams are the obligation to air or deliver the spots; for cable television affiliate revenue, the performance obligation is the granting of a license to the affiliate to access the Company’s television programming content through the license period, for which the Company earns a usage based royalty when the usage occurs. For event advertising, the performance obligation is satisfied at a point in time when the activity associated with the event is completed. The changes necessitated include updating the Company’s accounting policies, determining the impact on financial reporting and disclosure and documenting the impact to internal financial and operation processes and related control environment. Based on its assessment, the Company has concluded that there was not a material impact on our consolidated financial statements, but disclosures related to revenue recognition have been expanded.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which is a new lease standard that amends lease accounting. ASU 2016-02 will require lessees to recognize a lease asset and lease liability for leases classified as operating leases. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases” and ASU 2018-11, “Leases (Topic 842): Targeted Improvements” which affects certain aspects of the previously issued guidance. We will adopt ASU 2016-02, ASU 2018-10 and ASU 2018-11 on January 1, 2019. While the Company is not yet in a position to disclose the full impact of the application of the new standard, we expect that there will be an impact of recording the lease liabilities and the corresponding right-to-use assets on our total assets and liabilities.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This standard will be effective for interim and annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted for annual periods beginning after December 15, 2018. The Company has not yet completed its assessment of the impact of the new standard on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the Emerging Issues Task Force)” (“ASU 2016-15”). ASU 2016-15 is intended to reduce differences in practice in how certain transactions are classified in the statement of cash flows. This standard will be effective for interim and annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The Company adopted the new standard during the first quarter of 2018 and its adoption did not have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 is intended to simplify the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. This standard will be effective for interim and annual goodwill impairment tests beginning after December 15, 2019, with early adoption permitted on testing dates after January 1, 2017. The Company adopted the new standard during the first quarter of 2018 and its adoption did not have a material impact on its consolidated financial statements.

(j) Redeemable noncontrolling interest

Redeemable noncontrolling interests are interests in subsidiaries that are redeemable outside of the Company’s control either for cash or other assets. These interests are classified as mezzanine equity and measured at the greater of estimated redemption value at the end of each reporting period or the historical cost basis of the noncontrolling interests adjusted for cumulative earnings allocations.  The resulting increases or decreases in the estimated redemption amount are affected by corresponding charges against retained earnings, or in the absence of retained earnings, additional paid-in-capital.

(k) Investments – Cost Method

On April 10, 2015, the Company made a $5 million investment in MGM’s world-class casino property, MGM National Harbor, located in Prince George’s County, Maryland, which has a predominately African-American demographic profile. Subsequently, on November 30, 2016, the Company contributed an additional $35 million to complete its investment. This investment further diversified our platform in the entertainment industry while still focusing on our core demographic. We account for this investment on a cost basis. Our MGM National Harbor investment entitles us to an annual cash distribution based on net gaming revenue. Our MGM investment is included in other assets on the consolidated balance sheets and its income in the amount of approximately $1.7 million and $1.5 million, for the three months ended September 30, 2018 and 2017, respectively, and approximately $5.1 million and $4.5 million, for the nine months ended September 30, 2018 and 2017, respectively, is recorded in other income on the consolidated statements of operations. The cost method investment is subject to a periodic impairment review in the normal course. The Company reviewed the investment and concluded that no impairment to the carrying value was required.

(l) Content Assets

TV One has entered into contracts to acquire entertainment programming rights and programs from distributors and producers. The license periods granted in these contracts generally run from one year to ten years. Contract payments are made in installments over terms that are generally shorter than the contract period. Each contract is recorded as an asset and a liability at an amount equal to its gross contractual commitment when the license period begins and the program is available for its first airing. Acquired content is generally amortized on a straight-line basis over the term of the license which reflects the estimated usage. For certain content for which the pattern of usage is accelerated, amortization is based upon the actual usage. Amortization of content assets is recorded in the consolidated statements of operations as programming and technical expenses.

The Company also has programming for which the Company has engaged third parties to develop and produce, and it owns most or all rights (commissioned programming). In accordance with ASC 926, content amortization expense for each period is recognized based on the revenue forecast model, which approximates the proportion that estimated advertising and affiliate revenues for the current period represent in relation to the estimated remaining total lifetime revenues as of the beginning of the current period.  Management regularly reviews, and revises when necessary, its total revenue estimates, which may result in a change in the rate of amortization and/or a write-down of the asset to fair value.

Acquired program rights are recorded at the lower of unamortized cost or estimated net realizable value. Estimated net realizable values are based on the estimated revenues associated with the program materials and related expenses. The Company did not record any additional amortization expense as a result of evaluating its contracts for recoverability for the nine months ended September 30, 2018 and 2017. All produced and licensed content is classified as a long-term asset, except for the portion of the unamortized content balance that is expected to be amortized within one year which is classified as a current asset.

Tax incentives that state and local governments offer that are directly measured based on production activities are recorded as reductions in production costs.

(m) Derivatives

The Company recognizes all derivatives at fair value on the consolidated balance sheets as either an asset or liability. The accounting for changes in the fair value of a derivative, including certain derivative instruments embedded in other contracts, depends on the intended use of the derivative and the resulting designation.

The Company accounts for the Employment Agreement Award as a derivative instrument in accordance with ASC 815, “Derivatives and Hedging.” The Company estimated the fair value of the award at September 30, 2018, and December 31, 2017, to be approximately $27.1 million and $32.3 million, respectively, and accordingly adjusted its liability to this amount. The long-term portion is recorded in other long-term liabilities and the current portion is recorded in other current liabilities in the consolidated balance sheets. The (benefit)/expense associated with the Employment Agreement Award was recorded in the consolidated statements of operations as corporate selling, general and administrative expenses and was approximately $(6.6) million and $1.4 million for the three months ended September 30, 2018, and 2017, respectively, and was approximately $(3.7) million and $3.9 million for the nine months ended September 30, 2018, and 2017, respectively.

The Company’s obligation to pay the Employment Agreement Award was triggered after the Company recovered the aggregate amount of its capital contribution in TV One and only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to the Company’s aggregate investment in TV One. The CEO was fully vested in the award upon execution of the employment agreement, and the award lapses if the CEO voluntarily leaves the Company, or is terminated for cause. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior employment agreement. Prior to the quarter ended September 30, 2018, there were probability factors included in the calculation of the award related to the likelihood that the award will be realized. During the quarter ended September 30, 2018, management changed the methodology used in calculating the fair value of the Company's Employment Agreement Award liability to simplify the calculation. As part of the simplified calculation, the Company eliminated certain adjustments made to its aggregate investment in TV One, including the treatment of historical dividends paid and potential distribution of assets upon liquidation. The Compensation Committee of the Board of Directors approved the simplified method which eliminates certain assumptions that were historically used in the determination of the fair value of this liability. The revised methodology results in an adjustment of approximately $6.6 million during the quarter ended September 30, 2018 to reflect this change in estimate.

(n) Related Party Transactions

Reach Media operates the Tom Joyner Fantastic Voyage (the “Fantastic Voyage”), a fund-raising event, on behalf of the Tom Joyner Foundation, Inc. (the “Foundation”), a 501(c)(3) entity. The agreements under which the Fantastic Voyage operates provide that Reach provide all necessary operations of the cruise and that Reach will be reimbursed its expenditures and receive a fee plus a bonus based on the performance of the cruise. Distributions from operating income or operating revenues, depending upon the year, are in the following order until the funds are depleted: up to $250,000 to the Foundation, reimbursement of Reach’s expenditures, up to $1.0 million fee to Reach, a performance bonus of up to 50% of remaining operating income to Reach, with the balance remaining with the Foundation. For years 2020 through 2022, $250,000 to the Foundation is guaranteed. Reach Media’s earnings for the Fantastic Voyage may not exceed $1.7 million in 2018 and 2019, nor $1.75 million in 2020 and thereafter. The Foundation’s remittances to Reach Media under the agreements are limited to its Fantastic Voyage-related cash revenues. Reach Media bears the risk should the Fantastic Voyage sustain a loss and bears all credit risk associated with the related customer cabin sales. The agreement between Reach and the Foundation automatically renews annually unless termination is mutually agreed or unless a party’s financial requirements are not met, as defined in the agreement, in which case that party who is not in breach of their obligations has the right, but not the obligation, to terminate unilaterally. As of September 30, 2018 and December 31, 2017, the Foundation owed Reach Media $921,000 and approximately $1.1 million, respectively, under the agreements for the operations on the cruises.

Reach Media provides office facilities (including office space, telecommunications facilities, and office equipment) to the Foundation, and to Tom Joyner, LTD. (“Limited”), Tom Joyner’s production company. Such services are provided to the Foundation and to Limited on a pass-through basis at cost. Additionally, from time to time, the Foundation and Limited reimburse Reach Media for expenditures paid on their behalf at Reach Media related events. Under these arrangements, as of September 30, 2018, the Foundation and Limited owed $26,000 and $2,000 to Reach Media, respectively. As of December 31, 2017, the Foundation and Limited owed $26,000 and $4,000 to Reach Media, respectively.

For the nine months ended September 30, 2018, Reach Media’s revenues, expenses, and operating income for the Fantastic Voyage were approximately $9.4 million, $7.9 million, and $1.5 million, respectively, and for the nine months ended September 30, 2017, approximately $9.4 million, $7.7 million, and $1.7 million, respectively. The Fantastic Voyage took place during the second quarters of both 2018 and 2017.

On October 2, 2017, Karen Wishart began employment with the Company as an Executive Vice President. Ms. Wishart has taken the place of Linda Vilardo as Chief Administrative Officer effective after Ms. Vilardo's last day of employment, which was December 31, 2017. Effective January 1, 2018, Ms. Wishart became a named executive officer of the Company for reporting purposes. Ms. Wishart is employed as an Executive Vice President and, effective January 1, 2018, as Chief Administrative Officer of the Company and as a Vice President of each of the Company's subsidiaries. Ms. Wishart owns a controlling interest in a temporary staffing and recruiting services firm. For the three months ended September 30, 2018 and 2017, the Company paid the staffing and recruiting services firm $0 and $125,000, respectively. For the nine months ended September 30, 2018 and 2017, the Company paid the staffing and recruiting services firm $25,000 and $341,000, respectively. During the year ended December 31, 2017, the Company paid the staffing and recruiting services firm $425,000. Subsequent to Ms. Wishart’s hiring on October 2, 2017, on a limited basis, the staffing firm can continue to provide new staffing and/or recruiting services to the Company. However, the staffing firm will only be reimbursed for direct expenses incurred.

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ACQUISITIONS AND DISPOSITIONS

9 Months Ended

Sep. 30, 2018

Business Combinations [Abstract]

Acquisitions and Dispositions Disclosures [Text Block]

2. ACQUISITIONS AND DISPOSITIONS:

On October 20, 2011, we entered into a time brokerage agreement (“TBA”) with WGPR, Inc. (“WGPR”). Pursuant to the TBA, beginning October 24, 2011, we began to broadcast programs produced, owned or acquired by the Company on WGPR’s Detroit radio station, WGPR-FM. We pay a monthly fee as well as certain operating costs of WGPR-FM, and in exchange we retain all revenues from the sale of the advertising within the programming we provide. The original term of the TBA was through December 31, 2014; however, in September 2014, we entered into an amendment to the TBA to extend the term of the TBA through December 31, 2019. Under the terms of the TBA, WGPR has also granted us certain rights of first negotiation and first refusal with respect to the sale of WGPR-FM by WGPR and with respect to any potential time brokerage agreement for WGPR-FM covering any time period subsequent to the term of the TBA.

On January 30, 2017, the Company entered into an asset purchase agreement to sell certain land, towers and equipment to a third party for $25 million. On May 2, 2017, the Company closed on its previously announced sale, and is leasing certain of the assets back from the buyer as a part of its normal operations. The Company received proceeds of approximately $25.0 million, resulting in an overall net gain on sale of approximately $22.5 million, of which approximately $14.4 million was recognized immediately during the second quarter of 2017, and approximately $8.1 million which was deferred and will be recognized into income over the lease term of ten years.

On April 20, 2017, the Company announced it had entered into an agreement for the acquisition of Red Zebra Broadcasting’s WWXT-FM and WXGI-AM stations. With this acquisition, the Company expanded its Washington, DC market presence and diversified its Richmond market presence. DC’s WMMJ MAJIC 102.3 FM programming is simulcast on WWXT 92.7 FM which is expected to grow its listenership.  In Richmond, the Company diversified its all-music cluster and maintained the sports radio format of WXGI 950 AM and simulcast the new Richmond ESPN Radio on 1240 AM and 102.7 FM.  Local marketing agreements for both stations were effective as of May 1, 2017 until the Company completed the acquisition of the stations on June 23, 2017, and total consideration paid was approximately $2.0 million. The Company’s purchase accounting to reflect the fair value of assets acquired and liabilities assumed consisted of approximately $1.6 million to radio broadcasting licenses, $47,000 to goodwill, $206,000 to property and equipment and $114,000 to other intangible assets.

On April 28, 2017, the Company acquired certain assets constituting the websites and brands Bossip, HipHopWired and MadameNoire from Moguldom Media Group, LLC. The assets were integrated into the Company’s digital segment. The consideration for the assets was a $5 million payment at closing, with further potential earn-out payments of up to $5 million over the next 4 years contingent upon performance. Total cash consideration paid at closing was approximately $5.0 million. The Company’s purchase accounting to reflect the fair value of assets acquired and liabilities assumed consisted of $22,000 to property and equipment, approximately $1.2 million to brand and trade names, $4.6 million to goodwill, $1.4 million to customer relationships and $322,000 to other intangible assets, offset by estimated contingent consideration of approximately $2.2 million and other liabilities of $263,000.

On August 3, 2017, the Company sold the assets of its Detroit WCHB-AM station for $2.0 million and recognized an immaterial loss on the sale of the station during the year ended December 31, 2017.

On August 8, 2018, the Company closed on its previously announced sale of the assets of one of its Detroit, Michigan, radio stations, WPZR-FM (102.7 FM), to Educational Media Foundation, of California, for total consideration of approximately $12.7 million, of which approximately $12.2 million was received in cash. As part of the deal, the Company received 3 FM translators that service the Detroit metropolitan area, and these signals were combined with its existing FM translator to multicast the Detroit Praise Network. The Company recognized an immaterial loss on the sale of the station during the three and nine months ended September 30, 2018.

On August 9, 2018, the Company closed on its previously announced acquisition of the assets of the radio station The Team 980 (WTEM 980 AM) from Red Zebra Broadcasting. Upon closing, the Company also entered into an agreement with the Washington Redskins to ensure that all Redskins games, as well as pregame and postgame programming, will remain on The Team 980.  The Company’s preliminary purchase accounting to reflect the fair value of assets acquired and liabilities assumed consisted of approximately $2.0 million to radio broadcasting licenses, $1.1 million to land and land improvements, $512,000 to towers, $91,000 to goodwill, $206,000 to advertiser agreements, and $254,000 to other property and equipment assets.

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GOODWILL AND RADIO BROADCASTING LICENSES

9 Months Ended

Sep. 30, 2018

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

3. GOODWILL AND RADIO BROADCASTING LICENSES:

Impairment Testing

In accordance with ASC 350, “Intangibles - Goodwill and Other,” we do not amortize our indefinite-lived radio broadcasting licenses and goodwill. Instead, we perform a test for impairment annually across all reporting units, or on an interim basis when events or changes in circumstances or other conditions suggest impairment may have occurred in any given reporting unit. Other intangible assets continue to be amortized on a straight-line basis over their useful lives. We perform our annual impairment test as of October 1 of each year. We evaluate all events and circumstances on an interim basis to determine if an interim indicator is present.

Valuation of Broadcasting Licenses

During the second and third quarters of 2018 and 2017, the total market revenue growth for certain markets in which we operate was below that used in our annual impairment testing. We deemed that to be an impairment indicator that warranted interim impairment testing of certain markets’ radio broadcasting licenses, which we performed as of September 30, 2018 and 2017. There was no impairment identified as part of the testing performed during the quarter ended September 30, 2018. During the nine months ended September 30, 2018, the Company recorded a non-cash impairment charge of approximately $3.8 million associated with our Detroit market radio broadcasting licenses. During the three months ended September 30, 2017, the Company recorded an impairment charge of approximately $16.4 million related to our Columbus and Houston radio broadcasting licenses. During the nine months ended September 30, 2017, the Company recorded an impairment charge of approximately $29.1 million related to our Columbus and Houston radio broadcasting licenses. Below are some of the key assumptions used in the income approach model for estimating broadcasting licenses fair values for the interim impairment assessments for the quarters ended September 30, 2018 and 2017, respectively.

Radio Broadcasting	September 30,			September 30,
Licenses	2018 (a)			2017 (a)
Pre-tax impairment charge (in millions)	$	—		$	16.4
Discount Rate		9.0	%		9.0	%
Year 1 Market Revenue Growth Rate Range		0.5	%		(5.0)% – 2.0	%
Long-term Market Revenue Growth Rate Range (Years 6 – 10)		0.5% – 1.5	%		0.5% – 1.5	%
Mature Market Share Range		6.8% – 14.3	%		6.9% – 25.8	%
Operating Profit Margin Range		29.8% – 35.1	%		31.0% – 47.0	%

(a) Reflects changes only to the key assumptions used in the interim testing for certain units of accounting.

Valuation of Goodwill

During the second and third quarters of 2018 and 2017, we identified an impairment indicator at certain of our radio markets, and, as such, we performed an interim analysis for certain radio market goodwill as of September 30, 2018 and 2017. No goodwill impairment was identified during the three months ended September 30, 2018 or during the nine months ended September 30, 2017. During the nine months ended September 30, 2018, the Company recorded a non-cash impairment charge of approximately $2.7 million to reduce the carrying value of our Charlotte goodwill balance. Below are some of the key assumptions used in the income approach model for estimating reporting unit fair values for the interim impairment assessments for the quarters ended September 30, 2018 and 2017.

Goodwill (Radio Market	September 30,			September 30,
Reporting Units)	2018 (a)			2017 (a)
Pre-tax impairment charge (in millions)	$	–		$	–
Discount Rate		9.0	%		9.0	%
Year 1 Market Revenue Growth Rate Range		1.2% – 35.2	%		(5.9)% – 30.0	%
Long-term Market Revenue Growth Rate Range (Years 6 – 10)		1.0% – 1.5	%		1.0% – 1.5	%
Mature Market Share Range		9.0% – 15.6	%		9.0% – 14.8	%
Operating Profit Margin Range		21.7% – 31.8	%		26.6% – 52.6	%

(a) Reflects changes only to the key assumptions used in the interim testing for certain units of accounting.

During the second and third quarters of 2017, the Company performed interim impairment testing on the valuation of goodwill associated with Reach Media. Reach Media’s net revenues and cash flows declined and internal projections were revised downward, which we deemed to be an impairment indicator. The Company reduced its operating cash flow projections and assumptions based on Reach Media’s actual results which did not meet budget. Below are some of the key assumptions used in the income approach model for estimating the fair value for Reach Media for the interim assessment at September 30, 2017. As a result of our interim assessment, the Company concluded no impairment for the Reach Media goodwill value had occurred.  

	September 30,
Reach Media Segment Goodwill	2017
Pre-tax impairment charge (in millions)	$	—
Discount Rate		10.5	%
Year 1 Revenue Growth Rate		(11.3	)%
Long-term Revenue Growth Rate		1.0	%
Operating Profit Margin Range		13.5% – 15.9	%

We did not identify any impairment indicators for the three months ended September 30, 2018 or 2017 at any of our other reportable segments, except as described above.

Goodwill Valuation Results

The table below presents the changes in the Company’s goodwill carrying values for its four reportable segments.

	Radio Broadcasting Segment			Reach Media Segment			Digital Segment			Cable Television Segment		Total
	(In thousands)
Gross goodwill	$	154,910		$	30,468		$	27,567		$	165,044	$	377,989
Additions		117			—			—			—		117
Impairments		(2,712	)		—			—			—		(2,712	)
Accumulated impairment losses		(84,436	)		(16,114	)		(14,545	)		—		(115,095	)
Net goodwill at September 30, 2018	$	67,879		$	14,354		$	13,022		$	165,044	$	260,299

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LONG-TERM DEBT

9 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

4. LONG-TERM DEBT:

Long-term debt consists of the following:

	September 30, 2018		December 31, 2017
	(Unaudited)
	(In thousands)
2017 Credit Facility	$	344,750	$	347,375
9.25% Senior Subordinated Notes due February 2020		245,000		275,000
7.375% Senior Secured Notes due April 2022		350,000		350,000
Comcast Note due April 2019		11,872		11,872
Total debt		951,622		984,247
Less: current portion of long-term debt		15,372		3,500
Less: original issue discount and issuance costs		11,413		13,581
Long-term debt, net	$	924,837	$	967,166

2017 Credit Facilities

On April 18, 2017, the Company closed on a senior secured credit facility (the “2017 Credit Facility”). The 2017 Credit Facility is governed by a credit agreement by and among the Company, the lenders party thereto from time to time and Guggenheim Securities Credit Partners, LLC, as administrative agent, The Bank of New York Mellon, as collateral agent, and Guggenheim Securities, LLC as sole lead arranger and sole book running manager. The 2017 Credit Facility provides for $350 million in term loan borrowings, all of which was advanced and outstanding on the date of the closing of the transaction.

The 2017 Credit Facility matures on the earlier of (i) April 18, 2023, or (ii) in the event such debt is not repaid or refinanced, 91 days prior to the maturity of either of the Company’s 2022 Notes or the Company’s 2020 Notes. At the Company’s election, the interest rate on borrowings under the 2017 Credit Facility are based on either (i) the then applicable base rate (as defined in the 2017 Credit Facility) as, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100th of 1%) equal to the greater of (a) the prime rate published in the Wall Street Journal, (b) 1/2 of 1% in excess rate of the overnight Federal Funds Rate at any given time, (c) the one-month LIBOR rate commencing on such day plus 1.00%) and (d) 2%, or (ii) the then applicable LIBOR rate (as defined in the 2017 Credit Facility). As of September 30, 2018, the average interest rate was approximately 5.91% for 2018 versus an average interest rate of 5.31% for all of 2017.

The 2017 Credit Facility is (i) guaranteed by each entity that guarantees the Company’s 2022 Notes on a pari passu basis with the guarantees of the Notes and (ii) secured on a pari passu basis with the Company’s 2022 Notes. The Company’s obligations under the 2017 Credit Facility are secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by certain notes priority collateral, and (ii) on a second priority basis by collateral for the Company’s asset-backed line of credit.

In addition to any mandatory or optional prepayments, the Company is required to pay interest on the term loans (i) quarterly in arrears for the base rate loans, and (ii) on the last day of each interest period for LIBOR loans. Certain voluntary prepayments of the term loans during the first six months will require an additional prepayment premium. Beginning with the interest payment date occurring in June 2017 and ending in March 2023, the Company will be required to repay principal, to the extent then outstanding, equal to 1∕4 of 1% of the aggregate initial principal amount of all term loans incurred on the effective date of the 2017 Credit Facility.

The 2017 Credit Facility contains customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications) which may be more restrictive than those governing the Notes. The 2017 Credit Facility also contains certain financial covenants, including a maintenance covenant requiring the Company’s interest expense coverage ratio (defined as the ratio of consolidated EBITDA to consolidated interest expense) to be greater than or equal to 1.25 to 1.00 and its total senior secured leverage ratio (defined as the ratio of consolidated net senior secured indebtedness to consolidated EBITDA) to be less than or equal to 5.85 to 1.00.

The net proceeds from the 2017 Credit Facility were used to prepay in full the Company’s previous senior secured credit facility and the agreement governing such credit facility (the “2015 Credit Facility”) was terminated on April 18, 2017. The Company recorded a loss on retirement of debt of approximately $7.1 million for the year ended December 31, 2017. This amount included a write-off of previously capitalized debt financing costs and original issue discount associated with the 2015 Credit Facility, and costs associated with the financing transactions.

During the three and nine months ended September 30, 2018, the Company repaid $875,000 and approximately $2.6 million, respectively, under the 2017 Credit Facility. During the three and nine months ended September 30, 2017, the Company repaid $875,000 and approximately $1.8 million, respectively, under the 2017 Credit Facility.

The 2017 Credit Facility contains affirmative and negative covenants that the Company is required to comply with, including:

(a)   maintaining an interest coverage ratio of no less than:

 1.25 to 1.00 on June 30, 2017 and the last day of each fiscal quarter thereafter.

(b)   maintaining a senior leverage ratio of no greater than:

 5.85 to 1.00 on June 30, 2017 and the last day of each fiscal quarter thereafter.

(c)   limitations on: 

 liens;

 sale of assets;

 payment of dividends; and

 mergers.

As of September 30, 2018, the Company was in compliance with all of its financial covenants under the 2017 Credit Facility.

As of September 30, 2018, the Company had outstanding approximately $344.8 million on its 2017 Credit Facility. The original issue discount is being reflected as an adjustment to the carrying amount of the debt obligations and amortized to interest expense over the term of the credit facility using the effective interest rate method. The amortization of deferred financing costs was charged to interest expense for all periods presented. The amount of deferred financing costs included in interest expense for all instruments, for each of the three months ended September 30, 2018 and 2017, was approximately $718,000. The amount of deferred financing costs included in interest expense for all instruments, for the nine months ended September 30, 2018 and 2017, was approximately $2.2 million and $2.9 million, respectively.

2022 Notes and 2015 Credit Facilities

On April 17, 2015, the Company closed a private offering of $350.0 million aggregate principal amount of 7.375% senior secured notes due 2022 (the “2022 Notes”). The 2022 Notes were offered at an original issue price of 100.0% plus accrued interest from April 17, 2015, and will mature on April 15, 2022. Interest on the 2022 Notes accrues at the rate of 7.375% per annum and is payable semiannually in arrears on April 15 and October 15, which commenced on October 15, 2015. The 2022 Notes are guaranteed, jointly and severally, on a senior secured basis by the Company’s existing and future domestic subsidiaries, including TV One.

Prior to its repayment with the 2017 Credit Facility, concurrently with the closing of the 2020 Notes, the Company had entered into the 2015 Credit Facility. The 2015 Credit Facility was scheduled to mature on December 31, 2018. At the Company’s election, the interest rate on borrowings under the 2015 Credit Facility was based on either (i) the then applicable base rate plus 3.5% (as defined in the 2015 Credit Facility) as, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100th of 1%) equal to the greater of (a) the prime rate published in the Wall Street Journal, (b) a rate of 1/2 of 1% in excess rate of the overnight Federal Funds Rate at any given time, and (c) the one-month LIBOR commencing on such day plus 1.00%), or (ii) the then applicable LIBOR rate plus 4.5% (as defined in the 2015 Credit Facility). The average interest rate was approximately 5.32% for 2017 and 5.13% for 2016. Quarterly installments of 0.25%, or $875,000, of the principal balance on the term were are payable on the last day of each March, June, September and December beginning on September 30, 2015. During the six months ended June 30, 2017, the Company repaid $875,000 under the 2015 Credit Facility. The 2015 Credit Facility was terminated on April 18, 2017.

In connection with the closing of the 2022 Notes and the 2015 Credit Facility, the Company and the guarantor parties thereto entered into a Fourth Supplemental Indenture to the indenture governing the 2020 Notes (as defined below). Pursuant to this Fourth Supplemental Indenture, TV One, which previously did not guarantee the 2020 Notes, became a guarantor under the 2020 Notes indentures. In addition, the transactions caused a “Triggering Event” (as defined in the 2020 Notes Indenture) and, as a result, the 2020 Notes became an unsecured obligation of the Company and the subsidiary guarantors and rank equal in right of payment with the Company’s other senior indebtedness.

The Company used the net proceeds from the 2022 Notes, along with term loan borrowings under the 2015 Credit Facility, to refinance a previous credit agreement, refinance certain TV One indebtedness, and finance the buyout of membership interests of Comcast in TV One and pay the related accrued interest, premiums, fees and expenses associated therewith.

The 2022 Notes are the Company’s senior secured obligations and rank equal in right of payment with all of the Company’s and the guarantors’ existing and future senior indebtedness, including obligations under the 2017 Credit Facility and the Company’s 2020 Notes (defined below).  The 2022 Notes and related guarantees are equally and ratably secured by the same collateral securing the 2017 Credit Facility and any other parity lien debt issued after the issue date of the 2022 Notes, including any additional notes issued under the Indenture, but are effectively subordinated to the Company’s and the guarantors’ secured indebtedness to the extent of the value of the collateral securing such indebtedness that does not also secure the 2022 Notes. Collateral includes substantially all of the Company’s and the guarantors’ current and future property and assets for accounts receivable, cash, deposit accounts, other bank accounts, securities accounts, inventory and related assets including the capital stock of each subsidiary guarantor. Finally, the Company also has the Comcast Note (defined below) which is a general but senior unsecured obligation of the Company.

On February 24, 2015, the Company entered into a letter of credit reimbursement and security agreement. As of September 30, 2018, the Company had letters of credit totaling $817,000 under the agreement for certain operating leases and certain insurance policies. Letters of credit issued under the agreement are required to be collateralized with cash.

Senior Subordinated Notes

On February 10, 2014, the Company closed a private placement offering of $335.0 million aggregate principal amount of 9.25% senior subordinated notes due 2020 (the “2020 Notes”). The 2020 Notes were offered at an original issue price of 100.0% plus accrued interest from February 10, 2014. The 2020 Notes mature on February 15, 2020. Interest accrues at the rate of 9.25% per annum and is payable semiannually in arrears on February 15 and August 15 in the amount of approximately $15.5 million, which commenced on August 15, 2014. Subsequent to the repurchase of portions of the 2020 Notes (as described below), the semiannual interest payment is approximately $11.6 million. The 2020 Notes are guaranteed by certain of the Company’s existing and future domestic subsidiaries and any other subsidiaries that guarantee the existing senior credit facility or any of the Company’s other syndicated bank indebtedness or capital markets securities. The Company used the net proceeds from the offering to repurchase or otherwise redeem all of the amounts then outstanding under its previous notes and to pay the related accrued interest, premiums, fees and expenses associated therewith. During the quarter ended September 30, 2018, the Company repurchased approximately $5.0 million of its 2020 Notes at an average price of approximately 97.25% of par. The Company recorded a net gain on retirement of debt of $120,000 for the quarter ended September 30, 2018. During the quarter ended June 30, 2018, the Company repurchased approximately $14.0 million of its 2020 Notes at an average price of approximately 95.125% of par. The Company recorded a net gain on retirement of debt of $626,000 for the quarter ended June 30, 2018. During the quarter ended March 31, 2018, the Company repurchased approximately $11 million of its 2020 Notes at an average price of approximately 97.375% of par. The Company recorded a net gain on retirement of debt of $239,000 for the quarter ended March 31, 2018. During the quarter ended December 31, 2017, the Company repurchased approximately $20 million of its 2020 Notes at an average price of approximately 93.625% of par. The Company recorded a net gain on retirement of debt of approximately $1.2 million for the quarter ended December 31, 2017. During the quarter ended September 30, 2017, the Company repurchased approximately $20 million of its 2020 Notes at an average price of approximately 96% of par. The Company recorded a net gain on retirement of debt of $690,000 for the quarter ended September 30, 2017. As of September 30, 2018 and December 31, 2017, the Company had approximately $245.0 million and $275.0 million, respectively, of our 2020 Notes outstanding.

The indenture that governs the 2020 Notes contains covenants that restrict, among other things, the ability of the Company to incur additional debt, purchase common stock, make capital expenditures, make investments or other restricted payments, swap or sell assets, engage in transactions with related parties, secure non-senior debt with assets, or merge, consolidate or sell all or substantially all of its assets.

The Company conducts a portion of its business through its subsidiaries. Certain of the Company’s subsidiaries have fully and unconditionally guaranteed the Company’s 2022 Notes, 2020 Notes and the Company’s obligations under the 2017 Credit Facility.

Comcast Note

The Company also has outstanding a senior unsecured promissory note in the aggregate principal amount of approximately $11.9 million due to Comcast (“Comcast Note”). The Comcast Note bears interest at 10.47%, is payable quarterly in arrears, and the entire principal amount is due on April 17, 2019.

Asset-Backed Credit Facility

On April 21, 2016, the Company entered into a senior credit agreement governing an asset-backed credit facility (the “ABL Facility”) among the Company, the lenders party thereto from time to time and Wells Fargo Bank National Association, as administrative agent (the “Administrative Agent”). The ABL Facility provides for $25 million in revolving loan borrowings in order to provide for the working capital needs and general corporate requirements of the Company. As of September 30, 2018 and December 31, 2017, the Company did not have any borrowings outstanding on its ABL Facility.

At the Company’s election, the interest rate on borrowings under the ABL Facility are based on either (i) the then applicable margin relative to Base Rate Loans (as defined in the ABL Facility) or (ii) the then applicable margin relative to LIBOR Loans (as defined in the ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter.

Advances under the ABL Facility are limited to (a) eighty-five percent (85%) of the amount of Eligible Accounts (as defined in the ABL Facility), less the amount, if any, of the Dilution Reserve (as defined in the ABL Facility), minus (b) the sum of (i) the Bank Product Reserve (as defined in the ABL Facility), plus (ii) the aggregate amount of all other reserves, if any, established by Administrative Agent.

All obligations under the ABL Facility are secured by first priority lien on all (i) deposit accounts (related to accounts receivable), (ii) accounts receivable, (iii) all other property which constitutes ABL Priority Collateral (as defined in the ABL Facility).  The obligations are also secured by all material subsidiaries of the Company.

The ABL Facility matures on the earlier to occur of: (a) the date that is five (5) years from the effective date of the ABL Facility and (b) the date that is thirty (30) days prior to the earlier to occur of (i) the "Term Loan Maturity Date" of the Company’s existing term loan, and (ii) the "Stated Maturity" of the Company’s existing notes.  As of the effective date of the ABL Facility, the "Term Loan Maturity Date" is December 31, 2018, and the "Stated Maturity" is April 15, 2022. The current ABL Facility maturity date is October 17, 2019 (30 days prior to the 2017 Credit Facility Maturity Date which is 91 days prior to the February 15, 2020 maturity of the 2020 Notes).

Finally, the ABL Facility is subject to the terms of the Intercreditor Agreement (as defined in the ABL Facility) by and among the Administrative Agent, the administrative agent for the secured parties under the Company’s term loan and the trustee and collateral trustee under the senior secured notes indenture.

Future Minimum Principal Payments

Future scheduled minimum principal payments of debt as of September 30, 2018, are as follows:

	Comcast Note due April 2019		2017 Credit Facility		9.25% Senior Subordinated Notes due February 2020		7.375% Senior Secured Notes due April 2022		Total
	(In thousands)
October – December 2018	$	—	$	875	$	—	$	—	$	875
2019		11,872		3,500		—		—		15,372
2020		—		3,500		245,000		—		248,500
2021		—		3,500		—		—		3,500
2022		—		3,500		—		350,000		353,500
2023 and thereafter		—		329,875		—		—		329,875
Total Debt	$	11,872	$	344,750	$	245,000	$	350,000	$	951,622

The Company routinely monitors its long-term debt profile and upcoming debt maturities and may from time to time seek to opportunistically de-lever by retiring portions of its outstanding debt securities. This de-levering may take the form of debt repurchases or exchanges for other securities, in open-market purchases, privately negotiated transactions or otherwise.  Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors.  The amounts involved in any such transactions may vary and such transaction, individually or in the aggregate may be material. 

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INCOME TAXES

9 Months Ended

Sep. 30, 2018

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

5. INCOME TAXES:

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “2017 Tax Act”). The 2017 Tax Act introduced significant changes to U.S. income tax law, most notably a reduction of the U.S. corporate income tax rate from 35 percent to 21 percent for tax years beginning after December 31, 2017. The 2017 Tax Act contains additional prospective changes beginning in 2018, which impose new limitations on the deductibility of executive compensation and interest expense.

The Company recognized the income tax effects of the 2017 Tax Act in the financial statements included in its 2017 Annual Report on Form 10-K in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC Topic 740, Income Taxes, in the reporting period in which the 2017 Tax Act was signed into law. During the three and nine months ended September 30, 2018, the Company did not recognize any changes to the provisional amounts recorded in its 2017 Annual Report on Form 10-K in connection with the 2017 Tax Act as the Company is continuing to collect the information necessary to complete those calculations. The accounting for the tax effects of the 2017 Tax Act will be completed later in 2018.

The Company uses the estimated annual effective tax rate method under ASC 740-270, “Interim Reporting” to calculate the provision for income taxes. The Company recorded a benefit from income taxes of approximately $10.9 million on pre-tax income from continuing operations of approximately $13.8 million for the nine months ended September 30, 2018, which results in a tax rate of approximately (78.9)%. This tax rate is based on an estimated annual effective rate of (66.1)% primarily attributable to the limitation of interest expense which results in a deferred tax benefit that is expected to be recognizable at the end of the year, and discrete tax benefits of approximately $1.8 million related to provision to return adjustments, statutory rate changes and state conformity to the 2017 Tax Act.

As of September 30, 2018, the Company continues to maintain a valuation allowance on certain of its deferred tax assets primarily related to net operating losses generated before January 1, 2018. In accordance with ASC 740, “Accounting for Income Taxes”, the Company continually assesses the adequacy of the valuation allowance by assessing the likely future tax consequences of events that have been realized in the Company’s financial statements or tax returns, tax planning strategies, and future profitability. As of September 30, 2018, the Company does not believe it is more likely than not that these deferred tax assets will be realized. As part of the assessment, the Company has not included the deferred tax liability related to indefinite-lived intangible assets as a source of future taxable income to support realization of these deferred tax assets, which have a finite carryforward period.

The Company is subject to the continuous examination of our income tax returns by the IRS and other domestic tax authorities. We believe that an adequate provision has been made for any adjustments that may result from tax examinations. The Company does not currently anticipate that the total amounts of unrecognized tax benefits will significantly change within the next twelve months.

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STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2018

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

6. STOCKHOLDERS’ EQUITY:

Stock Repurchase Program

From time to time, the Company’s Board of Directors has authorized repurchases of shares of the Company’s Class A and Class D common stock. On May 5, 2018, the Company authorized repurchases of up to $5.0 million through December 31, 2018. Under open authorizations, repurchases may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Shares are retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s Class A and/or Class D common stock and other factors, and subject to restrictions under applicable law. When in effect, the Company executes upon stock repurchase programs in a manner consistent with market conditions and the interests of the stockholders, including maximizing stockholder value. During the three months ended September 30, 2018, the Company repurchased 3,928 shares of Class A common stock in the amount of $9,000 at an average price of $2.26 per share and repurchased 702,282 shares of Class D common stock in the amount of approximately $1.5 million at an average price of $2.15 per share.  During the nine months ended September 30, 2018, the Company repurchased 4,160 shares of Class A common stock in the amount of $9,000 at an average price of $2.26 per share and repurchased 2,463,350 shares of Class D common stock in the amount of approximately $5.1 million at an average price of $2.05 per share. During the three months ended September 30, 2017, the Company did not repurchase any Class A common stock and repurchased 672,366 shares of Class D common stock in the amount of approximately $1.3 million at an average price of $1.92 per share. During the nine months ended September 30, 2017, the Company did not repurchase any Class A common stock and repurchased 1,726,656 shares of Class D common stock in the amount of approximately $3.4 million at an average price of $1.96 per share.

In addition, the Company has limited but ongoing authority to purchase shares of Class D common stock (in one or more transactions at any time there remain outstanding grants) under the Company’s 2009 Stock Plan (as defined below) to satisfy any employee or other recipient tax obligations in connection with the exercise of an option or a share grant under the 2009 Stock Plan, to the extent that the Company has capacity under its financing agreements (i.e., its current credit facilities and indentures) (each a “Stock Vest Tax Repurchase”). During the three months ended September 30, 2018, the Company executed a Stock Vest Tax Repurchase of 20,787 shares of Class D Common Stock in the amount of $44,000 at an average price of $2.10 per share. During the three months ended September 30, 2017, the Company executed a Stock Vest Tax Repurchase of 35,370 shares of Class D Common Stock in the amount of $67,000 at an average price of $1.90 per share. During the nine months ended September 30, 2018, the Company executed a Stock Vest Tax Repurchase of 599,224 shares of Class D Common Stock in the amount of approximately $1.1 million at an average price of $1.82 per share. During the nine months ended September 30, 2017, the Company executed a Stock Vest Tax Repurchase of 360,172 shares of Class D Common Stock in the amount of approximately $1.0 million at an average price of $2.80 per share.

Stock Option and Restricted Stock Grant Plan

Our stock option and restricted stock plan currently in effect was originally approved by the stockholders at the Company’s annual meeting on December 16, 2009 (“the 2009 Stock Plan”).  The Company had the authority to issue up to 8,250,000 shares of Class D Common Stock under the 2009 Stock Plan.  Since its original approval, from time to time, the Board of Directors adopted and, as required, our stockholders approved certain amendments to and restatement of the 2009 Stock Plan (the “Amended and Restated 2009 Stock Plan”). The amendments under the Amended and Restated 2009 Stock Plan primarily affected (i) the number of shares with respect to which options and restricted stock grants may be granted under the 2009 Stock Plan and (ii) the maximum number of shares that can be awarded to any individual in any one calendar year.  Most recently, on April 13, 2015, the Board of Directors adopted, and our stockholders approved on June 2, 2015, an amendment that replenished the authorized plan shares, increasing the number of shares of Class D common stock available for grant back up to 8,250,000 shares.  As of September 30, 2018, 2,829,529 shares of Class D common stock were available for grant under the Amended and Restated 2009 Stock Plan.

On October 26, 2015, the Compensation Committee (“Compensation Committee”) of the Board of Directors of the Company awarded David Kantor, Chief Executive Officer, Radio Division, 100,000 restricted shares of the Company’s Class D common stock, and stock options to purchase 300,000 shares of the Company’s Class D common stock. The grants were effective November 5, 2015, and will vest in approximately equal 1/3 tranches on each of November 5, 2016, November 5, 2017, and November 5, 2018.

On August 7, 2017, the Compensation Committee awarded Catherine Hughes, Chairperson, 449,630 restricted shares of the Company’s Class D common stock, and stock options to purchase 199,836 shares of the Company’s Class D common stock. The grants were effective August 7, 2017, and vested on January 5, 2018.

On August 7, 2017, the Compensation Committee awarded Catherine Hughes, Chairperson, 474,609 restricted shares of the Company’s Class D common stock, and stock options to purchase 210,937 shares of the Company’s Class D common stock. The grants were effective January 5, 2018, and vest on January 5, 2019.

On August 7, 2017, the Compensation Committee awarded Alfred Liggins, Chief Executive Officer and President, 749,383 restricted shares of the Company’s Class D common stock, and stock options to purchase 333,059 shares of the Company’s Class D common stock. The grants were effective August 7, 2017, and vested on January 5, 2018.

On August 7, 2017, the Compensation Committee awarded Alfred Liggins, Chief Executive Officer and President, 791,015 restricted shares of the Company’s Class D common stock, and stock options to purchase 351,562 shares of the Company’s Class D common stock. The grants were effective January 5, 2018, and vest on January 5, 2019.

On August 7, 2017, the Compensation Committee awarded Peter Thompson, Chief Financial Officer, 256,579 restricted shares of the Company’s Class D common stock, and stock options to purchase 114,035 shares of the Company’s Class D common stock. The grants were effective August 7, 2017, and vested on January 5, 2018.

On August 7, 2017, the Compensation Committee awarded Peter Thompson, Chief Financial Officer, 270,833 restricted shares of the Company’s Class D common stock, and stock options to purchase 120,370 shares of the Company’s Class D common stock. The grants were effective January 5, 2018, and vest on January 5, 2019.

Also on August 7, 2017, the Compensation Committee awarded 575,262 shares of restricted stock and 470,000 stock options to certain employees pursuant to the Company’s long-term incentive plan. The grants were effective August 7, 2017. 470,000 shares of restricted stock and 470,000 stock options will vest in three installments, with the first installment of 33% vesting on January 5, 2018, and the second installment vesting on January 5, 2019, and the remaining installment vesting on January 5, 2020. 105,262 shares of restricted stock vested on August 7, 2017.

Pursuant to the terms of the Amended and Restated 2009 Stock Plan, and subject to the Company’s insider trading policy, a portion of each recipient’s vested shares may be sold in the open market for tax purposes on or about the vesting dates.

Stock-based compensation expense for the three months ended September 30, 2018 and 2017, was approximately $1.1 million and $1.7 million, respectively, and for the nine months ended September 30, 2018 and 2017, was approximately $3.6 million and $1.9 million, respectively.

The Company did not grant stock options during the three months ended September 30, 2018 and granted 732,869 stock options during the nine months ended September 30, 2018. The Company granted 1,166,930 stock options during the nine months ended September 30, 2017.

Transactions and other information relating to stock options for the nine months ended September 30, 2018, are summarized below:

	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (In Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2017		4,804,000	$	1.89		4.90	$	795,000
Grants		733,000	$	1.81
Exercised		58,000	$	1.41
Forfeited/cancelled/expired/settled		1,905,000	$	1.43
Balance as of September 30, 2018		3,574,000	$	2.12		7.44	$	464,000
Vested and expected to vest at September 30, 2018		3,457,000	$	2.13		7.40	$	449,000
Unvested at September 30, 2018		1,149,000	$	1.85		8.96	$	173,000
Exercisable at September 30, 2018		2,425,000	$	2.25		6.72	$	291,000

The aggregate intrinsic value in the table above represents the difference between the Company’s stock closing price on the last day of trading during the nine months ended September 30, 2018, and the exercise price, multiplied by the number of shares that would have been received by the holders of in-the-money options had all the option holders exercised their options on September 30, 2018. This amount changes based on the fair market value of the Company’s stock.

There were 58,190 options exercised during the nine months ended September 30, 2018. There were no options exercised during the three months ended September 30, 2018. No options vested during the three months ended September 30, 2018 and 831,937 options vested during the nine months ended September 30, 2018. There were no options exercised and no options vested during the three and nine months ended September 30, 2017.

As of September 30, 2018, $551,000 of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of five months. The weighted-average fair value per share of shares underlying stock options was $1.59 at September 30, 2018.

The Company did not grant restricted stock during the three months ended September 30, 2018 and granted 1,758,428 shares of restricted stock during the nine months ended September 30, 2018. Each of the four non-executive directors received 23,256 shares of restricted stock or $50,000 worth of restricted stock based upon the closing price of the Company’s Class D common stock on June 15, 2018. The Company granted 2,080,854 shares and 2,173,878 shares of restricted stock during the three and nine months ended September 30, 2017. Each of the four non-executive directors received 23,256 shares of restricted stock or $50,000 worth of restricted stock based upon the closing price of the Company’s Class D common stock on June 16, 2017. All of the restricted stock grants vest over a two-year period in equal 50% installments.

Transactions and other information relating to restricted stock grants for the nine months ended September 30, 2018, are summarized below:

	Shares			Average Fair Value at Grant Date
Unvested at December 31, 2017		2,303,000		$	1.94
Grants		1,758,000		$	1.83
Vested		(1,832,000	)	$	1.92
Forfeited/cancelled/expired		(33,000	)	$	1.90
Unvested at September 30, 2018		2,196,000		$	1.87

Restricted stock grants were and are included in the Company’s outstanding share numbers on the effective date of grant. As of September 30, 2018, approximately $1.8 million of total unrecognized compensation cost related to restricted stock grants is expected to be recognized over the weighted-average period of five months.

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SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2018

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

7. SEGMENT INFORMATION:

The Company has four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. These segments operate in the United States and are consistently aligned with the Company’s management of its businesses and its financial reporting structure.

The radio broadcasting segment consists of all broadcast results of operations. The Reach Media segment consists of the results of operations for the Tom Joyner Morning Show and related activities and operations of other syndicated shows. The digital segment includes the results of our online business, including the operations of Interactive One, as well as the digital components of our other reportable segments. The cable television segment consists of TV One’s results of operations. Corporate/Eliminations represents financial activity associated with our corporate staff and offices and intercompany activity among the four segments.

Operating loss or income represents total revenues less operating expenses, depreciation and amortization, and impairment of long-lived assets. Intercompany revenue earned and expenses charged between segments are recorded at estimated fair value and eliminated in consolidation.

The accounting policies described in the summary of significant accounting policies in Note 1 – Organization and Summary of Significant Accounting Policies are applied consistently across the segments.

Detailed segment data for the three months ended September 30, 2018 and 2017, is presented in the following tables:

	Three Months Ended September 30,
	2018			2017
	(Unaudited)
	(In thousands)
Net Revenue:
Radio Broadcasting	$	45,958		$	45,184
Reach Media		10,822			10,491
Digital		8,749			8,107
Cable Television		45,401			48,374
Corporate/Eliminations*		(200	)		(78	)
Consolidated	$	110,730		$	112,078
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):
Radio Broadcasting	$	29,373		$	27,887
Reach Media		8,740			10,018
Digital		9,363			8,178
Cable Television		22,795			29,029
Corporate/Eliminations		25			8,239
Consolidated	$	70,296		$	83,351
Depreciation and Amortization:
Radio Broadcasting	$	872		$	923
Reach Media		63			52
Digital		482			812
Cable Television		6,577			6,567
Corporate/Eliminations		339			450
Consolidated	$	8,333		$	8,804
Impairment of Long-Lived Assets:
Radio Broadcasting	$	—		$	16,392
Reach Media		—			—
Digital		—			—
Cable Television		—			—
Corporate/Eliminations		—			—
Consolidated	$	—		$	16,392
Operating income (loss):
Radio Broadcasting	$	15,713		$	(18	)
Reach Media		2,019			421
Digital		(1,096	)		(883	)
Cable Television		16,029			12,778
Corporate/Eliminations		(564	)		(8,767	)
Consolidated	$	32,101		$	3,531
* Intercompany revenue included in net revenue above is as follows:
Radio Broadcasting	$	(200	)	$	(78	)
Capital expenditures by segment are as follows:
Radio Broadcasting	$	2,663		$	425
Reach Media		37			34
Digital		327			302
Cable Television		474			31
Corporate/Eliminations		898			172
Consolidated	$	4,399		$	964

	Nine Months Ended September 30,
	2018			2017
	(Unaudited)
	(In thousands)
Net Revenue:
Radio Broadcasting	$	131,924		$	133,082
Reach Media		33,721			35,682
Digital		23,454			20,353
Cable Television		138,414			142,298
Corporate/Eliminations*		(1,956	)		(410	)
Consolidated	$	325,557		$	331,005
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):
Radio Broadcasting	$	85,588		$	83,381
Reach Media		29,700			33,792
Digital		28,830			23,040
Cable Television		72,072			82,334
Corporate/Eliminations		13,713			21,670
Consolidated	$	229,903		$	244,217
Depreciation and Amortization:
Radio Broadcasting	$	2,590		$	2,819
Reach Media		189			158
Digital		1,435			1,616
Cable Television		19,690			19,696
Corporate/Eliminations		965			1,259
Consolidated	$	24,869		$	25,548
Impairment of Long-Lived Assets:
Radio Broadcasting	$	6,556		$	29,148
Reach Media		—			—
Digital		—			—
Cable Television		—			—
Corporate/Eliminations		—			—
Consolidated	$	6,556		$	29,148
Operating income (loss):
Radio Broadcasting	$	37,190		$	17,734
Reach Media		3,832			1,732
Digital		(6,811	)		(4,303	)
Cable Television		46,652			40,268
Corporate/Eliminations		(16,634	)		(23,339	)
Consolidated	$	64,229		$	32,092
* Intercompany revenue included in net revenue above is as follows:
Radio Broadcasting	$	(1,956	)	$	(410	)
Capital expenditures by segment are as follows:
Radio Broadcasting	$	3,232		$	2,095
Reach Media		83			102
Digital		1,087			847
Cable Television		573			234
Corporate/Eliminations		1,502			1,434
Consolidated	$	6,477		$	4,712

	September 30, 2018		December 31, 2017
	(Unaudited)
	(In thousands)
Total Assets:
Radio Broadcasting	$	729,590	$	751,664
Reach Media		40,901		39,928
Digital		23,253		28,407
Cable Television		416,146		435,031
Corporate/Eliminations		77,651		61,725
Consolidated	$	1,287,541	$	1,316,755

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

8. COMMITMENTS AND CONTINGENCIES:

Royalty Agreements

The Company has historically entered into fixed and variable fee music license agreements with performance rights organizations including Broadcast Music, Inc. (“BMI”), the Society of European Stage Authors and Composers (“SESAC”) and, the American Society of Composers, Authors and Publishers (“ASCAP”).  Our BMI license expired December 31, 2016. The expiration was an industry wide issue. The Company has authorized the Radio Music License Committee (the “RMLC”) to negotiate on its behalf with respect to its licenses with ASCAP, BMI and SESAC, including the BMI license that expired December 31, 2016. While the RMLC continues to pursue resolution with BMI, the RMLC has advised operators to make payments to BMI as invoiced by BMI anticipating retroactive discount likely to be applied. In July 2017, the RMLC learned that the RMLC-Represented broadcasters were awarded a discount off of the SESAC license rate card. The fee reduction applies for the license period January 1, 2016 through December 31, 2018 and has retroactive application.  The RMLC negotiated a new 5 year agreement with ASCAP with a license term of January 1, 2017 through December 31, 2021.  In connection with all performance rights organization agreements, including SESAC, ASCAP and BMI, the Company incurred expenses of approximately $2.5 million and $2.0 million during the three month periods ended September 30, 2018 and 2017, respectively, and incurred expenses of approximately $6.9 million and $6.2 million during the nine month periods ended September 30, 2018 and 2017, respectively.  Finally, in 2016, a new performance rights organization, Global Music Rights (“GMR”) formed, but the scope of its repertory is not clear and it is not clear that it licenses compositions that have not already been licensed by the other performance rights organizations.  To ensure licensing compliance in 2017, we have entered into a temporary license with GMR while the RMLC continues to pursue an agreement for a long term licensing solution.  This interim license continues through March 31, 2019. GMR offered these interim license extensions on the same terms as each broadcaster’s prior interim license, except for the new end date. We anticipate further extensions of this temporary license until a permanent industry wide solution is put into effect.

Other Contingencies

The Company has been named as a defendant in several legal actions arising in the ordinary course of business. It is management’s opinion, after consultation with its legal counsel, that the outcome of these claims will not have a material adverse effect on the Company’s financial position or results of operations.

Off-Balance Sheet Arrangements

On February 24, 2015, the Company entered into a letter of credit reimbursement and security agreement. As of September 30, 2018, the Company had letters of credit totaling $817,000 under the agreement for certain operating leases and certain insurance policies. Letters of credit issued under the agreement are required to be collateralized with cash.

Noncontrolling Interest Shareholders’ Put Rights

Beginning on January 1, 2018, the noncontrolling interest shareholders of Reach Media have an annual right to require Reach Media to purchase all or a portion of their shares at the then current fair market value for such shares (the “Put Right”).   Beginning in 2018, this annual right is exercisable for a 30-day period beginning January 1 of each year. The purchase price for such shares may be paid in cash and/or registered Class D common stock of Urban One, at the discretion of Urban One. The noncontrolling interest shareholders of Reach Media did not exercise their Put Right for the 30-day period ending January 30, 2018. Management, at this time, cannot reasonably determine the period when and if, the put right will be exercised by the noncontrolling interest shareholders.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2018

Subsequent Events [Abstract]

Subsequent Events [Text Block]

9. SUBSEQUENT EVENTS:

Since October 1, 2018, and through October 29, 2018, the Company repurchased 187,568 shares of Class D common stock in the amount of $397,000 at an average price of $2.12 per share.

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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

(a) Organization

Urban One, Inc. (a Delaware corporation referred to as “Urban One”) and its subsidiaries (collectively, the “Company”) is an urban-oriented, multi-media company that primarily targets African-American and urban consumers. Our core business is our radio broadcasting franchise which is the largest radio broadcasting operation that primarily targets African-American and urban listeners. As of September 30, 2018, we owned and/or operated 59 broadcast stations (including HD stations we operate) located in 15 of the most populous African-American markets in the United States. While a core source of our revenue has historically been and remains the sale of local and national advertising for broadcast on our radio stations, our strategy is to operate the premier multi-media entertainment and information content provider targeting African-American and urban consumers. Thus, we have diversified our revenue streams by making acquisitions and investments in other complementary media properties. Our diverse media and entertainment interests include TV One, LLC (“TV One”), an African-American targeted cable television network; our 80.0% ownership interest in Reach Media, Inc. (“Reach Media”) which operates the Tom Joyner Morning Show and our other syndicated programming assets, including the Rickey Smiley Morning Show, the Russ Parr Morning Show and the DL Hughley Show; and Interactive One, LLC (“Interactive One”), our wholly owned digital platform serving the African-American community through social content, news, information, and entertainment websites, including its Cassius, Bossip, HipHopWired and MadameNoire digital platforms and brands. We also have invested in a minority ownership interest in MGM National Harbor, a gaming resort located in Prince George’s County, Maryland. Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to the African-American and urban audiences.

Our core radio broadcasting franchise operates under the brand “Radio One.”  We also operate our other brands, such as TV One, Reach Media and Interactive One, while developing additional branding reflective of our diverse media operations and targeting our African-American and urban audiences.

As part of our consolidated financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, we have provided selected financial information on the Company’s four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. (See Note 7 – Segment Information.)

Basis of Accounting, Policy [Policy Text Block]

(b) Interim Financial Statements

The interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In management’s opinion, the interim financial data presented herein include all adjustments (which include only normal recurring adjustments) necessary for a fair presentation. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations.

Results for interim periods are not necessarily indicative of results to be expected for the full year. This Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2017 Annual Report on Form 10-K.

Fair Value of Financial Instruments, Policy [Policy Text Block]

(c) Financial Instruments

Financial instruments as of September 30, 2018, and December 31, 2017, consisted of cash and cash equivalents, restricted cash, trade accounts receivable, long-term debt and redeemable noncontrolling interests. The carrying amounts approximated fair value for each of these financial instruments as of September 30, 2018, and December 31, 2017, except for the Company’s outstanding senior subordinated notes and secured notes. The 9.25% Senior Subordinated Notes which are due in February 2020 (the “2020 Notes”) had a carrying value of approximately $245.0 million and $275.0 million as of September 30, 2018, and December 31, 2017, respectively, and fair value of approximately $241.9 million and $257.8 million as of September 30, 2018, and December 31, 2017, respectively. The fair values of the 2020 Notes, classified as Level 2 instruments, were determined based on the trading values of these instruments in an inactive market as of the reporting date. The 7.375% Senior Secured Notes that are due in March 2022 (the “2022 Notes”) had a carrying value of approximately $350.0 million as of each of September 30, 2018, and December 31, 2017, and fair value of approximately $346.5 million and $348.3 million as of September 30, 2018, and December 31, 2017, respectively. The fair values of the 2022 Notes, classified as Level 2 instruments, were determined based on the trading values of these instruments in an inactive market as of the reporting date. On April 18, 2017, the Company closed on the $350.0 million senior secured credit facility (the “2017 Credit Facility”) which had a carrying value of approximately $344.8 million and fair value of approximately $336.1 million as of September 30, 2018. The 2017 Credit Facility had a carrying value of approximately $347.4 million and fair value of approximately $340.4 million as of December 31, 2017. The fair value of the 2017 Credit Facility, classified as a Level 2 instrument, was determined based on the trading values of this instrument in an inactive market as of the reporting date. The senior unsecured promissory note in the aggregate principal amount of approximately $11.9 million (the “Comcast Note”) had a carrying value of approximately $11.9 million as of September 30, 2018, and as of December 31, 2017. The fair value of the Comcast Note was approximately $11.9 million as of September 30, 2018, and as of December 31, 2017. The fair value of the Comcast Note, classified as a Level 3 instrument, was determined based on the fair value of a similar instrument as of the reporting date using updated interest rate information derived from changes in interest rates since inception to the reporting date. 

Revenue Recognition, Policy [Policy Text Block]

(d) Revenue Recognition

On January 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers” which requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company elected to use the modified retrospective method, but the adoption of the standard did not have a material impact to our financial statements. In general, our spot advertising (both radio and cable television) as well as our digital advertising continues to be recognized when aired and delivered. For our cable television affiliate revenue, the Company grants a license to the affiliate to access its television programming content through the license period, and the Company earns a usage based royalty when the usage occurs, consistent with our previous revenue recognition policy. Finally, for event advertising, the performance obligation is satisfied at a point in time when the activity associated with the event is completed.

Within our radio broadcasting and Reach Media segments, the Company recognizes revenue for broadcast advertising at a point in time when a commercial spot runs. The revenue is reported net of agency and outside sales representative commissions. Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing. Generally, clients remit the gross billing amount to the agency or outside sales representative, and the agency or outside sales representative remits the gross billing, less their commission, to the Company. For our radio broadcasting and Reach Media segments, agency and outside sales representative commissions were approximately $6.0 million and $6.1 million for the three months ended September 30, 2018 and 2017, respectively. Agency and outside sales representative commissions were approximately $17.2 million and $18.2 million for the nine months ended September 30, 2018 and 2017, respectively.

Within our digital segment, including Interactive One, which generates the majority of the Company’s digital revenue, revenue is principally derived from advertising services on non-radio station branded but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements.  Advertising revenue is recognized at a point in time either as impressions (the number of times advertisements appear in viewed pages) are delivered, when “click through” purchases are made, or ratably over the contract period, where applicable. In addition, Interactive One derives revenue from its studio operations, in which it provides third-party clients with publishing services including digital platforms and related expertise.  In the case of the studio operations, revenue is recognized primarily through fixed contractual monthly fees and/or as a share of the third party’s reported revenue.

TV One derives advertising revenue from the sale of television air time to advertisers and recognizes revenue when the advertisements are run. Advertising revenue is recognized at a point in time when the individual spots run. To the extent there is a shortfall in contracts where the ratings were guaranteed, a portion of the revenue is deferred until the shortfall is settled, typically by providing additional advertising units generally within one year of the original airing. TV One also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements based on a per subscriber fee multiplied by the most recent subscriber counts reported by the applicable affiliate. The Company recognizes the affiliate fee revenue at a point in time as its performance obligation to provide the programming is met. The Company has a right of payment each month as the programming services and related obligations have been satisfied. For our cable television segment, agency and outside sales representative commissions were $3.5 million and $3.2 million for the three months ended September 30, 2018 and 2017, respectively. Agency and outside sales representative commissions were approximately $10.4 million and $10.8 million for the nine months ended September 30, 2018 and 2017, respectively.

Revenue by Contract Type

The following chart shows our net revenue (and sources) for the three and nine months ended September 30, 2018 and 2017:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
	(In thousands, unaudited)
Net Revenue:
Radio Advertising	$	52,136	$	50,881	$	145,638	$	149,086
Political Advertising		917		243		2,300		1,217
Digital Advertising		8,734		8,107		23,439		20,353
Cable Television Advertising		19,157		20,791		56,211		60,920
Cable Television Affiliate Fees		26,244		26,558		81,513		80,021
Event Revenues & Other		3,542		5,498		16,456		19,408
Net Revenue (as reported)	$	110,730	$	112,078	$	325,557	$	331,005

If economic conditions change, or other adverse factors outside our control arise, our operations could be negatively impacted.

Contract assets and liabilities

Contract assets (unbilled receivables) and contract liabilities (customer advances and unearned income and unearned event income) that are not separately stated in our consolidated balance sheets at September 30, 2018, December 31, 2017 and September 30, 2017 were as follows:

	September 30, 2018		December 31, 2017		September 30, 2017
	(Unaudited)				(Unaudited)
	(In thousands)
Contract assets:
Unbilled receivables	$	4,268	$	4,850	$	7,767
Contract liabilities:
Customer advances and unearned income	$	4,588	$	3,372	$	3,941
Unearned event income		3,163		4,117		2,819

Unbilled receivables consists of earned revenue on behalf of customers that have not yet been billed. Customer advances and unearned income represents advance payments by customers for future services under contract that are generally incurred in the near term. Unearned event income represents payments by customers for upcoming events.

For customer advances and unearned income as of January 1, 2018, $241,000 and approximately $2.0 million was recognized as revenue during the three and nine months ended September 30, 2018, respectively. For unearned event income as of January 1, 2018, approximately $4.1 million was recognized during the nine months ended September 30, 2018, as the event took place during the second quarter of 2018. 

Practical expedients and exemptions

We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses.

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less or (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

Launch Support [Policy Text Block]

(e) Launch Support

TV One has entered into certain affiliate agreements requiring various payments by TV One for launch support. Launch support assets are used to initiate carriage under affiliation agreements and are amortized over the term of the respective contracts. Amortization is recorded as a reduction to revenue. For the three and nine months ended September 30, 2018, there was a non-cash launch support addition of $976,000 for carriage initiation. TV One made no payments for the three months ended September 30, 2017, and paid approximately $1.8 million for carriage initiation for the nine months ended September 30, 2017. The weighted-average amortization period for launch support is approximately 8.8 years as of September 30, 2018, and 9.5 years as of December 31, 2017. The remaining weighted-average amortization period for launch support is 6.3 years and 7.1 years as of September 30, 2018, and December 31, 2017, respectively. For the three and nine months ended September 30, 2018, launch support asset amortization of $106,000 and $317,000, respectively, was recorded as a reduction to revenue. For the three and nine months ended September 30, 2017, launch support asset amortization of $108,000 and $324,000, respectively, was recorded as a reduction to revenue. Launch assets are included in other intangible assets on the consolidated balance sheets.

Barter Transactions Advertising [Policy Text Block]

(f) Barter Transactions

For barter transactions, the Company provides advertising time in exchange for programming content and certain services. The Company includes the value of such exchanges in both broadcasting net revenue and station operating expenses. The valuation of barter time is based upon the fair value of the network advertising time provided for the programming content and services received. For the three months ended September 30, 2018 and 2017, barter transaction revenues were $713,000 and $574,000, respectively. Additionally, for the three months ended September 30, 2018 and 2017, barter transaction costs were reflected in programming and technical expenses of $673,000 and $534,000, respectively, and selling, general and administrative expenses of $40,000 and $40,000, respectively. For the nine months ended September 30, 2018 and 2017, barter transaction revenues were approximately $2.2 million and $1.6 million, respectively. Additionally, for the nine months ended September 30, 2018 and 2017, barter transaction costs were reflected in programming and technical expenses of approximately $2.1 million and $1.5 million, respectively, and selling, general and administrative expenses of $121,000 and $121,000, respectively. The Company reached an agreement with a cable television provider related to an adjustment of previously estimated affiliate fees in the amount of approximately $2.0 million for the nine months ended September 30, 2018, respectively, as final reporting became available. As settlement of this agreement, the Company will receive approximately $2.0 million in marketing services that will be utilized in future periods.

Earnings Per Share, Policy [Policy Text Block]

(g) Earnings Per Share

Basic earnings per share is computed on the basis of the weighted average number of shares of common stock (Classes A, B, C and D) outstanding during the period. Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method.  The Company’s potentially dilutive securities include stock options and unvested restricted stock. Diluted earnings per share considers the impact of potentially dilutive securities except in periods in which there is a net loss, as the inclusion of the potentially dilutive common shares would have an anti-dilutive effect.

The following table sets forth the calculation of basic and diluted earnings per share from continuing operations (in thousands, except share and per share data):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2018		2017			2018		2017
	(Unaudited)
	(In Thousands)
Numerator:
Net income (loss) attributable to common stockholders	$	23,044	$	(7,886	)	$	24,079	$	(9,397	)
Denominator:
Denominator for basic net income (loss) per share - weighted average outstanding shares		45,128,341		46,681,585			45,946,820		47,487,607
Effect of dilutive securities:
Stock options and restricted stock		2,334,017		—			2,429,542		—
Denominator for diluted net income (loss) per share - weighted-average outstanding shares		47,462,358		46,681,585			48,376,362		47,487,607
Net income (loss) attributable to common stockholders per share – basic	$	0.51	$	(0.17	)	$	0.52	$	(0.20	)
Net income (loss) attributable to common stockholders per share –diluted	$	0.49	$	(0.17	)	$	0.50	$	(0.20	)

All stock options and restricted stock awards were excluded from the diluted calculation for the three months ended September 30, 2017 and for the nine months ended September 30, 2017, as their inclusion would have been anti-dilutive.  The following table summarizes the potential common shares excluded from the diluted calculation. 

	Three Months Ended		Nine Months Ended
	September 30, 2017		September 30, 2017
	(Unaudited)
	(In Thousands)
Stock options		4,767		4,767
Restricted stock awards		2,390		2,476

Fair Value Measurement, Policy [Policy Text Block]

(h) Fair Value Measurements

We report our financial and non-financial assets and liabilities measured at fair value on a recurring and non-recurring basis under the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows: 

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets and liabilities that can be accessed at the measurement date.

Level 2: Observable inputs other than those included in Level 1 (i.e., quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets).

Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument.

As of September 30, 2018, and December 31, 2017, respectively, the fair values of our financial assets and liabilities measured at fair value on a recurring basis are categorized as follows:

	Total		Level 1		Level 2		Level 3
	(Unaudited)
	(In thousands)
As of September 30, 2018
Liabilities subject to fair value measurement:
Contingent consideration (a)	$	2,543		—		—	$	2,543
Employment agreement award (b)		27,078		—		—		27,078
Total	$	29,621	$	—	$	—	$	29,621
Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests (c)	$	11,112	$	—	$	—	$	11,112
As of December 31, 2017
Liabilities subject to fair value measurement:
Contingent consideration (a)	$	1,580		—		—	$	1,580
Employment agreement award (b)		32,323		—		—		32,323
Total	$	33,903	$	—	$	—	$	33,903
Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests (c)	$	10,780	$	—	$	—	$	10,780

(a)  This balance is measured based on the income approach to valuation in the form of a Monte Carlo simulation. The Monte Carlo simulation method is suited to instances such as this where there is non-diversifiable risk. It is also well-suited to multi-year, path dependent scenarios. Significant inputs to the Monte Carlo method include forecasted net revenues, discount rate and expected volatility. A third-party valuation firm assisted the Company in estimating the contingent consideration.

(b)  Each quarter, pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) is eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One. The Company reviews the factors underlying this award at the end of each quarter including the valuation of TV One (based on the estimated enterprise fair value of TV One as determined by a discounted cash flow analysis), and an assessment of the probability that the Employment Agreement will be renewed and contain this provision. The Company’s obligation to pay the award was triggered after the Company recovered the aggregate amount of certain pre-April 2015 capital contributions in TV One, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company or is terminated for cause. A third-party valuation firm assisted the Company in estimating TV One’s fair value using a discounted cash flow analysis. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement. Prior to the quarter ended September 30, 2018, there were probability factors included in the calculation of the award related to the likelihood that the award will be realized. During the quarter ended September 30, 2018, management changed the methodology used in calculating the fair value of the Company's Employment Agreement Award liability to simplify the calculation. As part of the simplified calculation, the Company eliminated certain adjustments made to its aggregate investment in TV One, including the treatment of historical dividends paid and potential distribution of assets upon liquidation. The Compensation Committee of the Board of Directors approved the simplified method which eliminates certain assumptions that were historically used in the determination of the fair value of this liability. The revised methodology results in an adjustment of approximately $6.6 million during the quarter ended September 30, 2018 to reflect this change in estimate.

(c)  The redeemable noncontrolling interest in Reach Media is measured at fair value using a discounted cash flow methodology. A third-party valuation firm assisted the Company in estimating the fair value. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value.

There were no transfers in or out of Level 1, 2, or 3 during the nine months ended September 30, 2018. The following table presents the changes in Level 3 liabilities measured at fair value on a recurring basis for the nine months ended September 30, 2018:

	Contingent Consideration			Employment Agreement Award			Redeemable Noncontrolling Interests
	(In thousands)
Balance at December 31, 2017	$	1,580		$	32,323		$	10,780
Net income attributable to noncontrolling interests		—			—			670
Distribution		(752	)		(1,530	)		—
Dividends paid to noncontrolling interests		—			—			(801	)
Change in fair value, net of change in estimate		1,715			(3,715	)		463
Balance at September 30, 2018	$	2,543		$	27,078		$	11,112
The amount of total (losses)/gains for the period included in earnings attributable to the change in unrealized losses/gains relating to assets and liabilities still held at the reporting date	$	(1,715	)	$	3,715		$	—

Losses and gains included in earnings were recorded in the consolidated statements of operations as corporate selling, general and administrative expenses for the employment agreement award for the three and nine months ended September 30, 2018 and 2017. Losses included in earnings were recorded in the consolidated statements of operations as selling, general and administrative expenses for contingent consideration for the three and nine months ended September 30, 2018 and 2017. 

		Significant	As of September 30, 2018			As of December 31, 2017
Level 3 liabilities	Valuation Technique	Unobservable Inputs	Significant Unobservable Input Value
Contingent consideration	Monte Carlo Simulation	Expected volatility		38.0	%		36.9	%
Contingent consideration	Monte Carlo Simulation	Discount Rate		16.0	%		16.0	%
Employment agreement award	Discounted Cash Flow	Discount Rate		11.0	%		11.0	%
Employment agreement award	Discounted Cash Flow	Long-term Growth Rate		2.5	%		2.5	%
Redeemable noncontrolling interest	Discounted Cash Flow	Discount Rate		10.5	%		10.5	%
Redeemable noncontrolling interest	Discounted Cash Flow	Long-term Growth Rate		1.0	%		1.0	%

Any significant increases or decreases in discount rate or long-term growth rate inputs could result in significantly higher or lower fair value measurements.

Certain assets and liabilities are measured at fair value on a non-recurring basis using Level 3 inputs as defined in ASC 820.  These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances.  Included in this category are goodwill, radio broadcasting licenses and other intangible assets, net, that are written down to fair value when they are determined to be impaired, as well as content assets that are periodically written down to net realizable value. For the nine months ended September 30, 2018, the Company recorded an impairment charge of approximately $2.7 million related to its Charlotte market goodwill and a charge of approximately $3.8 million associated with our Detroit market radio broadcasting licenses. The Company concluded these assets were not impaired during the three months ended September 30, 2018. The Company recorded an impairment charge of approximately $16.4 million and $29.1 million for the three and nine months ended September 30, 2017, respectively, related to its Houston and Columbus radio broadcasting licenses.

New Accounting Pronouncements, Policy [Policy Text Block]

(i) Impact of Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which supersedes the revenue recognition requirements in ASC 605, “Revenue Recognition” and most industry-specific guidance throughout the codification. The standard requires that an entity recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. On July 9, 2015, the FASB voted and approved a deferral of the effective date of ASU 2014-09 by one year. As a result, ASU 2014-09 will be effective for fiscal years beginning after December 15, 2017. The FASB issued several amendments subsequently that clarified several aspects of the new revenue standard, but did not modify its core principle. The Company has completed its evaluation of the impact from adopting the new standard on its financial reporting and disclosures, and adopted the amended accounting guidance as of January 1, 2018 using the modified retrospective method. As part of this process, the Company has completed the following steps: (1) reviewed and assessed its business operations and identified its major revenue streams, which are comprised of radio spot advertising revenue, cable television spot advertising revenue, cable television affiliate revenue, event revenue and digital advertising; (2) reviewed the related contractual terms for each of these significant revenue streams; and (3) developed an implementation plan to ascertain the required revenue recognition changes applicable to this new standard. The performance obligations associated with its spot and digital advertising streams are the obligation to air or deliver the spots; for cable television affiliate revenue, the performance obligation is the granting of a license to the affiliate to access the Company’s television programming content through the license period, for which the Company earns a usage based royalty when the usage occurs. For event advertising, the performance obligation is satisfied at a point in time when the activity associated with the event is completed. The changes necessitated include updating the Company’s accounting policies, determining the impact on financial reporting and disclosure and documenting the impact to internal financial and operation processes and related control environment. Based on its assessment, the Company has concluded that there was not a material impact on our consolidated financial statements, but disclosures related to revenue recognition have been expanded.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which is a new lease standard that amends lease accounting. ASU 2016-02 will require lessees to recognize a lease asset and lease liability for leases classified as operating leases. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases” and ASU 2018-11, “Leases (Topic 842): Targeted Improvements” which affects certain aspects of the previously issued guidance. We will adopt ASU 2016-02, ASU 2018-10 and ASU 2018-11 on January 1, 2019. While the Company is not yet in a position to disclose the full impact of the application of the new standard, we expect that there will be an impact of recording the lease liabilities and the corresponding right-to-use assets on our total assets and liabilities.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This standard will be effective for interim and annual reporting periods beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted for annual periods beginning after December 15, 2018. The Company has not yet completed its assessment of the impact of the new standard on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the Emerging Issues Task Force)” (“ASU 2016-15”). ASU 2016-15 is intended to reduce differences in practice in how certain transactions are classified in the statement of cash flows. This standard will be effective for interim and annual reporting periods beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. The Company adopted the new standard during the first quarter of 2018 and its adoption did not have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 is intended to simplify the accounting for goodwill impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. This standard will be effective for interim and annual goodwill impairment tests beginning after December 15, 2019, with early adoption permitted on testing dates after January 1, 2017. The Company adopted the new standard during the first quarter of 2018 and its adoption did not have a material impact on its consolidated financial statements.

Redeemable Noncontrolling Interest Policy [Policy Text Block]

(j) Redeemable noncontrolling interest

Redeemable noncontrolling interests are interests in subsidiaries that are redeemable outside of the Company’s control either for cash or other assets. These interests are classified as mezzanine equity and measured at the greater of estimated redemption value at the end of each reporting period or the historical cost basis of the noncontrolling interests adjusted for cumulative earnings allocations.  The resulting increases or decreases in the estimated redemption amount are affected by corresponding charges against retained earnings, or in the absence of retained earnings, additional paid-in-capital.

Investment, Policy [Policy Text Block]

(k) Investments – Cost Method

On April 10, 2015, the Company made a $5 million investment in MGM’s world-class casino property, MGM National Harbor, located in Prince George’s County, Maryland, which has a predominately African-American demographic profile. Subsequently, on November 30, 2016, the Company contributed an additional $35 million to complete its investment. This investment further diversified our platform in the entertainment industry while still focusing on our core demographic. We account for this investment on a cost basis. Our MGM National Harbor investment entitles us to an annual cash distribution based on net gaming revenue. Our MGM investment is included in other assets on the consolidated balance sheets and its income in the amount of approximately $1.7 million and $1.5 million, for the three months ended September 30, 2018 and 2017, respectively, and approximately $5.1 million and $4.5 million, for the nine months ended September 30, 2018 and 2017, respectively, is recorded in other income on the consolidated statements of operations. The cost method investment is subject to a periodic impairment review in the normal course. The Company reviewed the investment and concluded that no impairment to the carrying value was required.

Content Assets [Policy Text Block]

(l) Content Assets

TV One has entered into contracts to acquire entertainment programming rights and programs from distributors and producers. The license periods granted in these contracts generally run from one year to ten years. Contract payments are made in installments over terms that are generally shorter than the contract period. Each contract is recorded as an asset and a liability at an amount equal to its gross contractual commitment when the license period begins and the program is available for its first airing. Acquired content is generally amortized on a straight-line basis over the term of the license which reflects the estimated usage. For certain content for which the pattern of usage is accelerated, amortization is based upon the actual usage. Amortization of content assets is recorded in the consolidated statements of operations as programming and technical expenses.

The Company also has programming for which the Company has engaged third parties to develop and produce, and it owns most or all rights (commissioned programming). In accordance with ASC 926, content amortization expense for each period is recognized based on the revenue forecast model, which approximates the proportion that estimated advertising and affiliate revenues for the current period represent in relation to the estimated remaining total lifetime revenues as of the beginning of the current period.  Management regularly reviews, and revises when necessary, its total revenue estimates, which may result in a change in the rate of amortization and/or a write-down of the asset to fair value.

Acquired program rights are recorded at the lower of unamortized cost or estimated net realizable value. Estimated net realizable values are based on the estimated revenues associated with the program materials and related expenses. The Company did not record any additional amortization expense as a result of evaluating its contracts for recoverability for the nine months ended September 30, 2018 and 2017. All produced and licensed content is classified as a long-term asset, except for the portion of the unamortized content balance that is expected to be amortized within one year which is classified as a current asset.

Tax incentives that state and local governments offer that are directly measured based on production activities are recorded as reductions in production costs.

Derivatives, Policy [Policy Text Block]

(m) Derivatives

The Company recognizes all derivatives at fair value on the consolidated balance sheets as either an asset or liability. The accounting for changes in the fair value of a derivative, including certain derivative instruments embedded in other contracts, depends on the intended use of the derivative and the resulting designation.

The Company accounts for the Employment Agreement Award as a derivative instrument in accordance with ASC 815, “Derivatives and Hedging.” The Company estimated the fair value of the award at September 30, 2018, and December 31, 2017, to be approximately $27.1 million and $32.3 million, respectively, and accordingly adjusted its liability to this amount. The long-term portion is recorded in other long-term liabilities and the current portion is recorded in other current liabilities in the consolidated balance sheets. The (benefit)/expense associated with the Employment Agreement Award was recorded in the consolidated statements of operations as corporate selling, general and administrative expenses and was approximately $(6.6) million and $1.4 million for the three months ended September 30, 2018, and 2017, respectively, and was approximately $(3.7) million and $3.9 million for the nine months ended September 30, 2018, and 2017, respectively.

The Company’s obligation to pay the Employment Agreement Award was triggered after the Company recovered the aggregate amount of its capital contribution in TV One and only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to the Company’s aggregate investment in TV One. The CEO was fully vested in the award upon execution of the employment agreement, and the award lapses if the CEO voluntarily leaves the Company, or is terminated for cause. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior employment agreement. Prior to the quarter ended September 30, 2018, there were probability factors included in the calculation of the award related to the likelihood that the award will be realized. During the quarter ended September 30, 2018, management changed the methodology used in calculating the fair value of the Company's Employment Agreement Award liability to simplify the calculation. As part of the simplified calculation, the Company eliminated certain adjustments made to its aggregate investment in TV One, including the treatment of historical dividends paid and potential distribution of assets upon liquidation. The Compensation Committee of the Board of Directors approved the simplified method which eliminates certain assumptions that were historically used in the determination of the fair value of this liability. The revised methodology results in an adjustment of approximately $6.6 million during the quarter ended September 30, 2018 to reflect this change in estimate.

Related Party Transactions [Policy Text Block]

(n) Related Party Transactions

Reach Media operates the Tom Joyner Fantastic Voyage (the “Fantastic Voyage”), a fund-raising event, on behalf of the Tom Joyner Foundation, Inc. (the “Foundation”), a 501(c)(3) entity. The agreements under which the Fantastic Voyage operates provide that Reach provide all necessary operations of the cruise and that Reach will be reimbursed its expenditures and receive a fee plus a bonus based on the performance of the cruise. Distributions from operating income or operating revenues, depending upon the year, are in the following order until the funds are depleted: up to $250,000 to the Foundation, reimbursement of Reach’s expenditures, up to $1.0 million fee to Reach, a performance bonus of up to 50% of remaining operating income to Reach, with the balance remaining with the Foundation. For years 2020 through 2022, $250,000 to the Foundation is guaranteed. Reach Media’s earnings for the Fantastic Voyage may not exceed $1.7 million in 2018 and 2019, nor $1.75 million in 2020 and thereafter. The Foundation’s remittances to Reach Media under the agreements are limited to its Fantastic Voyage-related cash revenues. Reach Media bears the risk should the Fantastic Voyage sustain a loss and bears all credit risk associated with the related customer cabin sales. The agreement between Reach and the Foundation automatically renews annually unless termination is mutually agreed or unless a party’s financial requirements are not met, as defined in the agreement, in which case that party who is not in breach of their obligations has the right, but not the obligation, to terminate unilaterally. As of September 30, 2018 and December 31, 2017, the Foundation owed Reach Media $921,000 and approximately $1.1 million, respectively, under the agreements for the operations on the cruises.

Reach Media provides office facilities (including office space, telecommunications facilities, and office equipment) to the Foundation, and to Tom Joyner, LTD. (“Limited”), Tom Joyner’s production company. Such services are provided to the Foundation and to Limited on a pass-through basis at cost. Additionally, from time to time, the Foundation and Limited reimburse Reach Media for expenditures paid on their behalf at Reach Media related events. Under these arrangements, as of September 30, 2018, the Foundation and Limited owed $26,000 and $2,000 to Reach Media, respectively. As of December 31, 2017, the Foundation and Limited owed $26,000 and $4,000 to Reach Media, respectively.

For the nine months ended September 30, 2018, Reach Media’s revenues, expenses, and operating income for the Fantastic Voyage were approximately $9.4 million, $7.9 million, and $1.5 million, respectively, and for the nine months ended September 30, 2017, approximately $9.4 million, $7.7 million, and $1.7 million, respectively. The Fantastic Voyage took place during the second quarters of both 2018 and 2017.

On October 2, 2017, Karen Wishart began employment with the Company as an Executive Vice President. Ms. Wishart has taken the place of Linda Vilardo as Chief Administrative Officer effective after Ms. Vilardo's last day of employment, which was December 31, 2017. Effective January 1, 2018, Ms. Wishart became a named executive officer of the Company for reporting purposes. Ms. Wishart is employed as an Executive Vice President and, effective January 1, 2018, as Chief Administrative Officer of the Company and as a Vice President of each of the Company's subsidiaries. Ms. Wishart owns a controlling interest in a temporary staffing and recruiting services firm. For the three months ended September 30, 2018 and 2017, the Company paid the staffing and recruiting services firm $0 and $125,000, respectively. For the nine months ended September 30, 2018 and 2017, the Company paid the staffing and recruiting services firm $25,000 and $341,000, respectively. During the year ended December 31, 2017, the Company paid the staffing and recruiting services firm $425,000. Subsequent to Ms. Wishart’s hiring on October 2, 2017, on a limited basis, the staffing firm can continue to provide new staffing and/or recruiting services to the Company. However, the staffing firm will only be reimbursed for direct expenses incurred.

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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2018

Accounting Policies [Abstract]

Disaggregation of Revenue [Table Text Block]

The following chart shows our net revenue (and sources) for the three and nine months ended September 30, 2018 and 2017:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
	(In thousands, unaudited)
Net Revenue:
Radio Advertising	$	52,136	$	50,881	$	145,638	$	149,086
Political Advertising		917		243		2,300		1,217
Digital Advertising		8,734		8,107		23,439		20,353
Cable Television Advertising		19,157		20,791		56,211		60,920
Cable Television Affiliate Fees		26,244		26,558		81,513		80,021
Event Revenues & Other		3,542		5,498		16,456		19,408
Net Revenue (as reported)	$	110,730	$	112,078	$	325,557	$	331,005

Contract with Customer, Asset and Liability [Table Text Block]

Contract assets (unbilled receivables) and contract liabilities (customer advances and unearned income and unearned event income) that are not separately stated in our consolidated balance sheets at September 30, 2018, December 31, 2017 and September 30, 2017 were as follows:

	September 30, 2018		December 31, 2017		September 30, 2017
	(Unaudited)				(Unaudited)
	(In thousands)
Contract assets:
Unbilled receivables	$	4,268	$	4,850	$	7,767
Contract liabilities:
Customer advances and unearned income	$	4,588	$	3,372	$	3,941
Unearned event income		3,163		4,117		2,819

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

The following table sets forth the calculation of basic and diluted earnings per share from continuing operations (in thousands, except share and per share data):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2018		2017			2018		2017
	(Unaudited)
	(In Thousands)
Numerator:
Net income (loss) attributable to common stockholders	$	23,044	$	(7,886	)	$	24,079	$	(9,397	)
Denominator:
Denominator for basic net income (loss) per share - weighted average outstanding shares		45,128,341		46,681,585			45,946,820		47,487,607
Effect of dilutive securities:
Stock options and restricted stock		2,334,017		—			2,429,542		—
Denominator for diluted net income (loss) per share - weighted-average outstanding shares		47,462,358		46,681,585			48,376,362		47,487,607
Net income (loss) attributable to common stockholders per share – basic	$	0.51	$	(0.17	)	$	0.52	$	(0.20	)
Net income (loss) attributable to common stockholders per share –diluted	$	0.49	$	(0.17	)	$	0.50	$	(0.20	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

All stock options and restricted stock awards were excluded from the diluted calculation for the three months ended September 30, 2017 and for the nine months ended September 30, 2017, as their inclusion would have been anti-dilutive.  The following table summarizes the potential common shares excluded from the diluted calculation. 

	Three Months Ended		Nine Months Ended
	September 30, 2017		September 30, 2017
	(Unaudited)
	(In Thousands)
Stock options		4,767		4,767
Restricted stock awards		2,390		2,476

Fair Value, by Balance Sheet Grouping [Table Text Block]

As of September 30, 2018, and December 31, 2017, respectively, the fair values of our financial assets and liabilities measured at fair value on a recurring basis are categorized as follows:

	Total		Level 1		Level 2		Level 3
	(Unaudited)
	(In thousands)
As of September 30, 2018
Liabilities subject to fair value measurement:
Contingent consideration (a)	$	2,543		—		—	$	2,543
Employment agreement award (b)		27,078		—		—		27,078
Total	$	29,621	$	—	$	—	$	29,621
Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests (c)	$	11,112	$	—	$	—	$	11,112
As of December 31, 2017
Liabilities subject to fair value measurement:
Contingent consideration (a)	$	1,580		—		—	$	1,580
Employment agreement award (b)		32,323		—		—		32,323
Total	$	33,903	$	—	$	—	$	33,903
Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests (c)	$	10,780	$	—	$	—	$	10,780

(a)  This balance is measured based on the income approach to valuation in the form of a Monte Carlo simulation. The Monte Carlo simulation method is suited to instances such as this where there is non-diversifiable risk. It is also well-suited to multi-year, path dependent scenarios. Significant inputs to the Monte Carlo method include forecasted net revenues, discount rate and expected volatility. A third-party valuation firm assisted the Company in estimating the contingent consideration.

(b)  Each quarter, pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) is eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One. The Company reviews the factors underlying this award at the end of each quarter including the valuation of TV One (based on the estimated enterprise fair value of TV One as determined by a discounted cash flow analysis), and an assessment of the probability that the Employment Agreement will be renewed and contain this provision. The Company’s obligation to pay the award was triggered after the Company recovered the aggregate amount of certain pre-April 2015 capital contributions in TV One, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company or is terminated for cause. A third-party valuation firm assisted the Company in estimating TV One’s fair value using a discounted cash flow analysis. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement. Prior to the quarter ended September 30, 2018, there were probability factors included in the calculation of the award related to the likelihood that the award will be realized. During the quarter ended September 30, 2018, management changed the methodology used in calculating the fair value of the Company's Employment Agreement Award liability to simplify the calculation. As part of the simplified calculation, the Company eliminated certain adjustments made to its aggregate investment in TV One, including the treatment of historical dividends paid and potential distribution of assets upon liquidation. The Compensation Committee of the Board of Directors approved the simplified method which eliminates certain assumptions that were historically used in the determination of the fair value of this liability. The revised methodology results in an adjustment of approximately $6.6 million during the quarter ended September 30, 2018 to reflect this change in estimate.

(c)  The redeemable noncontrolling interest in Reach Media is measured at fair value using a discounted cash flow methodology. A third-party valuation firm assisted the Company in estimating the fair value. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value.

Fair Value, Liabilities Measured on Recurring Basis [Table Text Block]

There were no transfers in or out of Level 1, 2, or 3 during the nine months ended September 30, 2018. The following table presents the changes in Level 3 liabilities measured at fair value on a recurring basis for the nine months ended September 30, 2018:

	Contingent Consideration			Employment Agreement Award			Redeemable Noncontrolling Interests
	(In thousands)
Balance at December 31, 2017	$	1,580		$	32,323		$	10,780
Net income attributable to noncontrolling interests		—			—			670
Distribution		(752	)		(1,530	)		—
Dividends paid to noncontrolling interests		—			—			(801	)
Change in fair value, net of change in estimate		1,715			(3,715	)		463
Balance at September 30, 2018	$	2,543		$	27,078		$	11,112
The amount of total (losses)/gains for the period included in earnings attributable to the change in unrealized losses/gains relating to assets and liabilities still held at the reporting date	$	(1,715	)	$	3,715		$	—

Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block]

Losses and gains included in earnings were recorded in the consolidated statements of operations as corporate selling, general and administrative expenses for the employment agreement award for the three and nine months ended September 30, 2018 and 2017. Losses included in earnings were recorded in the consolidated statements of operations as selling, general and administrative expenses for contingent consideration for the three and nine months ended September 30, 2018 and 2017. 

		Significant	As of September 30, 2018			As of December 31, 2017
Level 3 liabilities	Valuation Technique	Unobservable Inputs	Significant Unobservable Input Value
Contingent consideration	Monte Carlo Simulation	Expected volatility		38.0	%		36.9	%
Contingent consideration	Monte Carlo Simulation	Discount Rate		16.0	%		16.0	%
Employment agreement award	Discounted Cash Flow	Discount Rate		11.0	%		11.0	%
Employment agreement award	Discounted Cash Flow	Long-term Growth Rate		2.5	%		2.5	%
Redeemable noncontrolling interest	Discounted Cash Flow	Discount Rate		10.5	%		10.5	%
Redeemable noncontrolling interest	Discounted Cash Flow	Long-term Growth Rate		1.0	%		1.0	%

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GOODWILL AND RADIO BROADCASTING LICENSES (Tables)

9 Months Ended

Sep. 30, 2018

Goodwill and Radio Broadcasting Licenses [Abstract]

Schedule Of Radio Broadcasting Licenses Impairment Test [Table Text Block]

Radio Broadcasting	September 30,			September 30,
Licenses	2018 (a)			2017 (a)
Pre-tax impairment charge (in millions)	$	—		$	16.4
Discount Rate		9.0	%		9.0	%
Year 1 Market Revenue Growth Rate Range		0.5	%		(5.0)% – 2.0	%
Long-term Market Revenue Growth Rate Range (Years 6 – 10)		0.5% – 1.5	%		0.5% – 1.5	%
Mature Market Share Range		6.8% – 14.3	%		6.9% – 25.8	%
Operating Profit Margin Range		29.8% – 35.1	%		31.0% – 47.0	%

(a) Reflects changes only to the key assumptions used in the interim testing for certain units of accounting.

Schedule Of GoodWill Impairment Test Radio Marketing Unit [Table Text Block]

Goodwill (Radio Market	September 30,			September 30,
Reporting Units)	2018 (a)			2017 (a)
Pre-tax impairment charge (in millions)	$	–		$	–
Discount Rate		9.0	%		9.0	%
Year 1 Market Revenue Growth Rate Range		1.2% – 35.2	%		(5.9)% – 30.0	%
Long-term Market Revenue Growth Rate Range (Years 6 – 10)		1.0% – 1.5	%		1.0% – 1.5	%
Mature Market Share Range		9.0% – 15.6	%		9.0% – 14.8	%
Operating Profit Margin Range		21.7% – 31.8	%		26.6% – 52.6	%

(a) Reflects changes only to the key assumptions used in the interim testing for certain units of accounting.

Schedule Of Goodwill Impairment Test Reach Media Goodwill [Table Text Block]

	September 30,
Reach Media Segment Goodwill	2017
Pre-tax impairment charge (in millions)	$	—
Discount Rate		10.5	%
Year 1 Revenue Growth Rate		(11.3	)%
Long-term Revenue Growth Rate		1.0	%
Operating Profit Margin Range		13.5% – 15.9	%

Schedule Of Changes In Carrying Amount Of Goodwill [Table Text Block]

The table below presents the changes in the Company’s goodwill carrying values for its four reportable segments.

	Radio Broadcasting Segment			Reach Media Segment			Digital Segment			Cable Television Segment		Total
	(In thousands)
Gross goodwill	$	154,910		$	30,468		$	27,567		$	165,044	$	377,989
Additions		117			—			—			—		117
Impairments		(2,712	)		—			—			—		(2,712	)
Accumulated impairment losses		(84,436	)		(16,114	)		(14,545	)		—		(115,095	)
Net goodwill at September 30, 2018	$	67,879		$	14,354		$	13,022		$	165,044	$	260,299

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LONG-TERM DEBT (Tables)

9 Months Ended

Sep. 30, 2018

Debt Disclosure [Abstract]

Schedule Of Long Term Debt [Table Text Block]

Long-term debt consists of the following:

	September 30, 2018		December 31, 2017
	(Unaudited)
	(In thousands)
2017 Credit Facility	$	344,750	$	347,375
9.25% Senior Subordinated Notes due February 2020		245,000		275,000
7.375% Senior Secured Notes due April 2022		350,000		350,000
Comcast Note due April 2019		11,872		11,872
Total debt		951,622		984,247
Less: current portion of long-term debt		15,372		3,500
Less: original issue discount and issuance costs		11,413		13,581
Long-term debt, net	$	924,837	$	967,166

Schedule of Maturities of Long-term Debt [Table Text Block]

Future scheduled minimum principal payments of debt as of September 30, 2018, are as follows:

	Comcast Note due April 2019		2017 Credit Facility		9.25% Senior Subordinated Notes due February 2020		7.375% Senior Secured Notes due April 2022		Total
	(In thousands)
October – December 2018	$	—	$	875	$	—	$	—	$	875
2019		11,872		3,500		—		—		15,372
2020		—		3,500		245,000		—		248,500
2021		—		3,500		—		—		3,500
2022		—		3,500		—		350,000		353,500
2023 and thereafter		—		329,875		—		—		329,875
Total Debt	$	11,872	$	344,750	$	245,000	$	350,000	$	951,622

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STOCKHOLDERS' EQUITY (Tables)

9 Months Ended

Sep. 30, 2018

Stockholders' Equity Note [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

Transactions and other information relating to stock options for the nine months ended September 30, 2018, are summarized below:

	Number of Options		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (In Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2017		4,804,000	$	1.89		4.90	$	795,000
Grants		733,000	$	1.81
Exercised		58,000	$	1.41
Forfeited/cancelled/expired/settled		1,905,000	$	1.43
Balance as of September 30, 2018		3,574,000	$	2.12		7.44	$	464,000
Vested and expected to vest at September 30, 2018		3,457,000	$	2.13		7.40	$	449,000
Unvested at September 30, 2018		1,149,000	$	1.85		8.96	$	173,000
Exercisable at September 30, 2018		2,425,000	$	2.25		6.72	$	291,000

Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block]

Transactions and other information relating to restricted stock grants for the nine months ended September 30, 2018, are summarized below:

	Shares			Average Fair Value at Grant Date
Unvested at December 31, 2017		2,303,000		$	1.94
Grants		1,758,000		$	1.83
Vested		(1,832,000	)	$	1.92
Forfeited/cancelled/expired		(33,000	)	$	1.90
Unvested at September 30, 2018		2,196,000		$	1.87

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SEGMENT INFORMATION (Tables)

9 Months Ended

Sep. 30, 2018

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

Detailed segment data for the three months ended September 30, 2018 and 2017, is presented in the following tables:

	Three Months Ended September 30,
	2018			2017
	(Unaudited)
	(In thousands)
Net Revenue:
Radio Broadcasting	$	45,958		$	45,184
Reach Media		10,822			10,491
Digital		8,749			8,107
Cable Television		45,401			48,374
Corporate/Eliminations*		(200	)		(78	)
Consolidated	$	110,730		$	112,078
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):
Radio Broadcasting	$	29,373		$	27,887
Reach Media		8,740			10,018
Digital		9,363			8,178
Cable Television		22,795			29,029
Corporate/Eliminations		25			8,239
Consolidated	$	70,296		$	83,351
Depreciation and Amortization:
Radio Broadcasting	$	872		$	923
Reach Media		63			52
Digital		482			812
Cable Television		6,577			6,567
Corporate/Eliminations		339			450
Consolidated	$	8,333		$	8,804
Impairment of Long-Lived Assets:
Radio Broadcasting	$	—		$	16,392
Reach Media		—			—
Digital		—			—
Cable Television		—			—
Corporate/Eliminations		—			—
Consolidated	$	—		$	16,392
Operating income (loss):
Radio Broadcasting	$	15,713		$	(18	)
Reach Media		2,019			421
Digital		(1,096	)		(883	)
Cable Television		16,029			12,778
Corporate/Eliminations		(564	)		(8,767	)
Consolidated	$	32,101		$	3,531
* Intercompany revenue included in net revenue above is as follows:
Radio Broadcasting	$	(200	)	$	(78	)
Capital expenditures by segment are as follows:
Radio Broadcasting	$	2,663		$	425
Reach Media		37			34
Digital		327			302
Cable Television		474			31
Corporate/Eliminations		898			172
Consolidated	$	4,399		$	964

	Nine Months Ended September 30,
	2018			2017
	(Unaudited)
	(In thousands)
Net Revenue:
Radio Broadcasting	$	131,924		$	133,082
Reach Media		33,721			35,682
Digital		23,454			20,353
Cable Television		138,414			142,298
Corporate/Eliminations*		(1,956	)		(410	)
Consolidated	$	325,557		$	331,005
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):
Radio Broadcasting	$	85,588		$	83,381
Reach Media		29,700			33,792
Digital		28,830			23,040
Cable Television		72,072			82,334
Corporate/Eliminations		13,713			21,670
Consolidated	$	229,903		$	244,217
Depreciation and Amortization:
Radio Broadcasting	$	2,590		$	2,819
Reach Media		189			158
Digital		1,435			1,616
Cable Television		19,690			19,696
Corporate/Eliminations		965			1,259
Consolidated	$	24,869		$	25,548
Impairment of Long-Lived Assets:
Radio Broadcasting	$	6,556		$	29,148
Reach Media		—			—
Digital		—			—
Cable Television		—			—
Corporate/Eliminations		—			—
Consolidated	$	6,556		$	29,148
Operating income (loss):
Radio Broadcasting	$	37,190		$	17,734
Reach Media		3,832			1,732
Digital		(6,811	)		(4,303	)
Cable Television		46,652			40,268
Corporate/Eliminations		(16,634	)		(23,339	)
Consolidated	$	64,229		$	32,092
* Intercompany revenue included in net revenue above is as follows:
Radio Broadcasting	$	(1,956	)	$	(410	)
Capital expenditures by segment are as follows:
Radio Broadcasting	$	3,232		$	2,095
Reach Media		83			102
Digital		1,087			847
Cable Television		573			234
Corporate/Eliminations		1,502			1,434
Consolidated	$	6,477		$	4,712

	September 30, 2018		December 31, 2017
	(Unaudited)
	(In thousands)
Total Assets:
Radio Broadcasting	$	729,590	$	751,664
Reach Media		40,901		39,928
Digital		23,253		28,407
Cable Television		416,146		435,031
Corporate/Eliminations		77,651		61,725
Consolidated	$	1,287,541	$	1,316,755

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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Net Revenue	$ 110,730	$ 112,078	$ 325,557	$ 331,005
Radio Advertising [Member]
Net Revenue	52,136	50,881	145,638	149,086
Political Advertising [Member]
Net Revenue	917	243	2,300	1,217
Digital Advertising [Member]
Net Revenue	8,734	8,107	23,439	20,353
Cable Television Advertising [Member]
Net Revenue	19,157	20,791	56,211	60,920
Cable Television Affiliate Fees [Member]
Net Revenue	26,244	26,558	81,513	80,021
Event Revenues & Other [Member]
Net Revenue	$ 3,542	$ 5,498	$ 16,456	$ 19,408

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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017	Sep. 30, 2017
Contract assets:
Unbilled receivables	$ 4,268	$ 4,850	$ 7,767
Contract liabilities:
Customer advances and unearned income	4,588	3,372	3,941
Unearned event income	$ 3,163	$ 4,117	$ 2,819

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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Numerator:
Net income (loss) attributable to common stockholders	$ 23,044	$ (7,886)	$ 24,079	$ (9,397)
Denominator:
Denominator for basic net income (loss) per share - weighted average outstanding shares	45,128,341	46,681,585	45,946,820	47,487,607
Effect of dilutive securities:
Stock options and restricted stock	2,334,017	0	2,429,542	0
Denominator for diluted net income (loss) per share - weighted-average outstanding shares	47,462,358	46,681,585	48,376,362	47,487,607
Net income (loss) attributable to common stockholders per share – basic	$ 0.51	$ (0.17)	$ 0.52	$ (0.20)
Net income (loss) attributable to common stockholders per share – diluted	$ 0.49	$ (0.17)	$ 0.50	$ (0.20)

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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - shares shares in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2017
Stock options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,767	4,767
Restricted stock awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,390	2,476

XML

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 4) - USD ($) $ in Thousands		Sep. 30, 2018		Dec. 31, 2017
Liabilities subject to fair value measurement:
Total		$ 29,621		$ 33,903
Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests	[1]	11,112		10,780
Fair Value, Inputs, Level 1 [Member]
Liabilities subject to fair value measurement:
Total		0		0
Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests	[1]	0		0
Fair Value, Inputs, Level 2 [Member]
Liabilities subject to fair value measurement:
Total		0		0
Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests	[1]	0		0
Fair Value, Inputs, Level 3 [Member]
Liabilities subject to fair value measurement:
Total		29,621		33,903
Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests	[1]	11,112		10,780
Employment Agreement Award [Member]
Liabilities subject to fair value measurement:
Employment agreement award		27,078	[2]	32,323
Employment Agreement Award [Member] | Fair Value, Inputs, Level 1 [Member]
Liabilities subject to fair value measurement:
Employment agreement award		0		0
Employment Agreement Award [Member] | Fair Value, Inputs, Level 2 [Member]
Liabilities subject to fair value measurement:
Employment agreement award		0		0
Employment Agreement Award [Member] | Fair Value, Inputs, Level 3 [Member]
Liabilities subject to fair value measurement:
Employment agreement award		27,078	[2]	32,323
Contingent consideration [Member]
Liabilities subject to fair value measurement:
Contingent consideration		2,543	[3]	1,580
Contingent consideration [Member] | Fair Value, Inputs, Level 1 [Member]
Liabilities subject to fair value measurement:
Contingent consideration	[3]	0		0
Contingent consideration [Member] | Fair Value, Inputs, Level 2 [Member]
Liabilities subject to fair value measurement:
Contingent consideration	[3]	0		0
Contingent consideration [Member] | Fair Value, Inputs, Level 3 [Member]
Liabilities subject to fair value measurement:
Contingent consideration		$ 2,543	[3]	$ 1,580

[1] The redeemable noncontrolling interest in Reach Media is measured at fair value using a discounted cash flow methodology. A third-party valuation firm assisted the Company in estimating the fair value. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value.

[2] Each quarter, pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) is eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One. The Company reviews the factors underlying this award at the end of each quarter including the valuation of TV One (based on the estimated enterprise fair value of TV One as determined by a discounted cash flow analysis), and an assessment of the probability that the Employment Agreement will be renewed and contain this provision. The Company’s obligation to pay the award was triggered after the Company recovered the aggregate amount of certain pre-April 2015 capital contributions in TV One, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company or is terminated for cause. A third-party valuation firm assisted the Company in estimating TV One’s fair value using a discounted cash flow analysis. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. In September 2014, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement. Prior to the quarter ended September 30, 2018, there were probability factors included in the calculation of the award related to the likelihood that the award will be realized. During the quarter ended September 30, 2018, management changed the methodology used in calculating the fair value of the Company's Employment Agreement Award liability to simplify the calculation. As part of the simplified calculation, the Company eliminated certain adjustments made to its aggregate investment in TV One, including the treatment of historical dividends paid and potential distribution of assets upon liquidation. The Compensation Committee of the Board of Directors approved the simplified method which eliminates certain assumptions that were historically used in the determination of the fair value of this liability. The revised methodology results in an adjustment of approximately $6.6 million during the quarter ended September 30, 2018 to reflect this change in estimate.

[3] This balance is measured based on the income approach to valuation in the form of a Monte Carlo simulation. The Monte Carlo simulation method is suited to instances such as this where there is non-diversifiable risk. It is also well-suited to multi-year, path dependent scenarios. Significant inputs to the Monte Carlo method include forecasted net revenues, discount rate and expected volatility. A third-party valuation firm assisted the Company in estimating the contingent consideration.

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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 5) $ in Thousands	9 Months Ended
	Sep. 30, 2018 USD ($)
Contingent Consideration [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance, beginning of period	$ 1,580
Net income attributable to noncontrolling interests	0
Distribution	(752)
Dividends paid to noncontrolling interests	0
Change in fair value, net of change in estimate	1,715
Balance, end of period	2,543
The amount of total (losses)/gains for the period included in earnings attributable to the change in unrealized losses/gains relating to assets and liabilities still held at the reporting date	(1,715)
Employment Agreement Award [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance, beginning of period	32,323
Net income attributable to noncontrolling interests	0
Distribution	(1,530)
Dividends paid to noncontrolling interests	0
Change in fair value, net of change in estimate	(3,715)
Balance, end of period	27,078
The amount of total (losses)/gains for the period included in earnings attributable to the change in unrealized losses/gains relating to assets and liabilities still held at the reporting date	3,715
Redeemable Noncontrolling Interests [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance, beginning of period	10,780
Net income attributable to noncontrolling interests	670
Distribution	0
Dividends paid to noncontrolling interests	(801)
Change in fair value, net of change in estimate	463
Balance, end of period	11,112
The amount of total (losses)/gains for the period included in earnings attributable to the change in unrealized losses/gains relating to assets and liabilities still held at the reporting date	$ 0

XML

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 6)	9 Months Ended	12 Months Ended
	Sep. 30, 2018	Dec. 31, 2017
Contingent Consideration [Member] | Measurement Input, Price Volatility [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions Measurement Rate	38.00%	36.90%
Contingent Consideration [Member] | Measurement Input, Discount Rate [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions Measurement Rate	16.00%	16.00%
Employment Agreement Award [Member] | Measurement Input, Discount Rate [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions Measurement Rate	11.00%	11.00%
Employment Agreement Award [Member] | Measurement Input, Long-term Revenue Growth Rate [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions Measurement Rate	2.50%	2.50%
Redeemable Noncontrolling Interest [Member] | Measurement Input, Discount Rate [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions Measurement Rate	10.50%	10.50%
Redeemable Noncontrolling Interest [Member] | Measurement Input, Long-term Revenue Growth Rate [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions Measurement Rate	1.00%	1.00%

XML

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Nov. 30, 2016	Apr. 10, 2015
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Cost of Goods and Services Sold	$ 30,982,000	$ 34,892,000	$ 93,504,000	$ 99,798,000
Selling, General and Administrative Expense, Total	36,530,000	36,851,000	112,413,000	114,280,000
Reassessed Estimated Fair Value of Award	27,100,000		27,100,000		$ 32,300,000
Related Party Transaction, Due from (to) Related Party, Total	921,000		$ 921,000		1,100,000
Related Party Transaction, Terms and Manner of Settlement			Distributions from operating income or operating revenues, depending upon the year, are in the following order until the funds are depleted: up to $250,000 to the Foundation, reimbursement of Reach’s expenditures, up to $1.0 million fee to Reach, a performance bonus of up to 50% of remaining operating income to Reach, with the balance remaining with the Foundation.
Revenues	110,730,000	112,078,000	$ 325,557,000	331,005,000
Operating Income (Loss)	32,101,000	3,531,000	64,229,000	32,092,000
Goodwill, Impairment Loss			2,712,000
Income on cost method investments	1,700,000	1,500,000	5,100,000	4,500,000
Increase Decrease Of Launch Support		0	0	(1,848,000)
Operating Expenses, Total	78,629,000	108,547,000	261,328,000	298,913,000
Unearned Event Income	3,163,000	2,819,000	3,163,000	2,819,000	4,117,000
Marketing Services Fee Receivable	2,000,000		2,000,000
Non Cash Launch Support	976,000		976,000
Liabilities, Fair Value Adjustment	6,600,000
Cable Television Affiliate Fees [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Revenues	26,244,000	26,558,000	81,513,000	80,021,000
Adjustment in Revenue			2,000,000
Customer Advances [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Revenues	241,000		2,000,000
Credit Facility 2017 [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Long-term Debt, Gross	344,800,000		344,800,000		347,400,000
Debt Instrument, Fair Value Disclosure					340,400,000
Staffing And Recruiting Services [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Related Party Transaction, Amounts of Transaction	0	125,000	25,000	341,000	425,000
Comcast Note [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Long-term Debt, Gross	11,900,000		11,900,000
Debt Instrument, Fair Value Disclosure	$ 11,900,000		$ 11,900,000
Debt Instrument, Interest Rate, Stated Percentage	10.47%		10.47%
Debt Instrument, Face Amount	$ 11,900,000		$ 11,900,000		$ 11,900,000
MGM National Harbor [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Investment Owned, at Cost						$ 35,000,000	$ 5,000,000
Employment Agreement Award [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Selling, General and Administrative Expense, Total	6,600,000	1,400,000	3,700,000	3,900,000
Barter Transactions [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Advertising Barter Transactions, Advertising Barter Revenue	713,000	574,000	2,200,000	1,600,000
Cost of Goods and Services Sold	673,000	534,000	2,100,000	1.5
Selling, General and Administrative Expense, Total	40,000	40,000	121,000	121,000
Radio broadcasting and Reach Media segments [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Sales Commissions and Fees	6,000,000	6,100,000	$ 17,200,000	18,200,000
Launch Support Assets [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Finite Lived Intangible Assets Weighted Average Amortization Period			8 years 9 months 18 days		9 years 6 months
Finite Lived Intangible Assets Remaining Weighted Average Amortization Period			6 years 3 months 18 days		7 years 1 month 6 days
Amortization of Intangible Assets	106,000	108,000	$ 317,000	324,000
Detroit Market Radio Broadcasting Licenses [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)			3,800,000
Houston And Columbus [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)		16,400,000		29,100,000
Tom Joyner Foundation Inc [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Related Party Transaction, Due from (to) Related Party, Total	26,000		26,000		$ 26,000
Tom Joyner Limited [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Related Party Transaction, Due from (to) Related Party, Total	2,000		2,000		4,000
Senior Subordinated Notes due February 2020 [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Long-term Debt, Gross	245,000,000		245,000,000		275,000,000
Debt Instrument, Fair Value Disclosure	$ 241,900,000		$ 241,900,000		257,800,000
Debt Instrument, Interest Rate, Stated Percentage	9.25%		9.25%
Senior Subordinated Notes due March 2022 [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Long-term Debt, Gross	$ 350,000,000		$ 350,000,000
Debt Instrument, Fair Value Disclosure	$ 346,500,000		$ 346,500,000		348,300,000
Debt Instrument, Interest Rate, Stated Percentage	7.375%		7.375%
Senior Secured Credit Facility [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Debt Instrument, Fair Value Disclosure	$ 336,100,000		$ 336,100,000
Debt Instrument, Face Amount					$ 350,000,000
Long-term Debt, Fair Value	344,800,000		344,800,000
Tv One Llc [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Sales Commissions and Fees	$ 3,500,000	$ 3,200,000	$ 10,400,000	10,800,000
Reach Media Inc [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Noncontrolling Interest, Ownership Percentage by Parent	80.00%		80.00%
Reach Media Inc [Member] | Fantastic Voyage [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Revenues			$ 9,400,000	9,400,000
Operating Income (Loss)	$ 1,500,000			1,700,000
Operating Expenses, Total			7,900,000	$ 7,700,000
Reach Media Inc [Member] | Maximum [Member] | Fantastic Voyage [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Operating Income (Loss)			$ 1,700,000

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ACQUISITIONS AND DISPOSITIONS (Details Textual) - USD ($)			1 Months Ended				3 Months Ended			9 Months Ended
	Aug. 08, 2018	Aug. 03, 2017	May 02, 2017	Apr. 28, 2017	Apr. 20, 2017	Jan. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Jun. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Aug. 09, 2018	Dec. 31, 2017
Business Acquisition [Line Items]
Proceeds from Divestiture of Businesses		$ 2,000,000				$ 25,000,000
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Customer Relationship				$ 1,400,000
Sale Leaseback Transaction, Net Proceeds, Investing Activities			$ 25,000,000							$ 0	$ 25,000,000
Sale And Leaseback Transaction Gain			$ 22,500,000
Sale and Leaseback Transaction, Gain (Loss), Net							$ 0	$ 0	$ 14,400,000	0	14,411,000
Goodwill				4,600,000			$ 260,299,000			260,299,000			$ 262,894,000
Sale Leaseback Transaction, Deferred Gain, Net									$ 8,100,000
Business Acquisition Purchase Price Allocation Indefinite Live Intangible Assets Land And Land Improvements												$ 1,100,000
Business Acquisition Purchase Price Allocation Indefinite Live Intangible Assets Towers												512,000
Proceeds from Sale of Property Held-for-sale										$ 12,791,000	$ 2,000,000
Proceeds from Property Plant and Equipment Received in Cash	$ 12,200,000
Red Zebra Broadcasting [Member]
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment, Total					$ 206,000
Business Acquisition Purchase Price Allocation Indefinite Lived Intangible Assets, Radio Broadcasting Licenses					1,600,000							2,000,000
Business Acquisition Purchase Price Allocation Indefinite Lived Intangible Assets Including Goodwill					47,000							91,000
Business Combination, Consideration Transferred					2,000,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Intangible Assets					$ 114,000
Business Acquisition Purchase Price Allocation Indefinite Live Intangible Assets Advertiser Agreements												206,000
Business Acquisition Purchase Price Allocation Indefinite Live Intangible Assets Other Property And Equipment												$ 254,000
Moguldom Media Group, LLC. [Member]
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment, Total				22,000
Business Combination, Consideration Transferred				5,000,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Intangible Assets				322,000
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Brand and Trade Names				1,200,000
Business Combination, Contingent Consideration, Liability				2,200,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other				263,000
Goodwill				$ 5,000,000
Detroit radio station [Member]
Business Acquisition [Line Items]
Proceeds from Sale of Property Held-for-sale	$ 12,700,000

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GOODWILL AND RADIO BROADCASTING LICENSES (Details) - Radio Broadcasting Licenses [Member] - USD ($) $ in Millions		Sep. 30, 2018	Sep. 30, 2017
Schedule of GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS [Line Items]
Pre-tax impairment charge	[1]	$ 0.0	$ 16.4
Discount Rate	[1]	9.00%	9.00%
Year 1 Market Revenue Growth Rate Range	[1]	0.50%
Maximum [Member]
Schedule of GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS [Line Items]
Year 1 Market Revenue Growth Rate Range	[1]		2.00%
Long-term Market Revenue Growth Rate Range (Years 6 – 10)	[1]	1.50%	1.50%
Mature Market Share Range	[1]	14.30%	25.80%
Operating Profit Margin Range	[1]	35.10%	47.00%
Minimum [Member]
Schedule of GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS [Line Items]
Year 1 Market Revenue Growth Rate Range	[1]		(5.00%)
Long-term Market Revenue Growth Rate Range (Years 6 – 10)	[1]	0.50%	0.50%
Mature Market Share Range	[1]	6.80%	6.90%
Operating Profit Margin Range	[1]	29.80%	31.00%

[1] Reflects changes only to the key assumptions used in the interim testing for certain units of accounting.

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GOODWILL AND RADIO BROADCASTING LICENSES (Details 1) - Radio Market Reporting Units [Member] - USD ($) $ in Millions		Sep. 30, 2018	Sep. 30, 2017
Schedule of GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS [Line Items]
Pre-tax impairment charge	[1]	$ 0	$ 0
Discount Rate	[1]	9.00%	9.00%
Minimum [Member]
Schedule of GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS [Line Items]
Year 1 Market Revenue Growth Rate Range	[1]	1.20%	(5.90%)
Long-term Market Revenue Growth Rate Range (Years 6 – 10)	[1]	1.00%	1.00%
Mature Market Share Range	[1]	9.00%	9.00%
Operating Profit Margin Range	[1]	21.70%	26.60%
Maximum [Member]
Schedule of GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS [Line Items]
Year 1 Market Revenue Growth Rate Range	[1]	35.20%	30.00%
Long-term Market Revenue Growth Rate Range (Years 6 – 10)	[1]	1.50%	1.50%
Mature Market Share Range	[1]	15.60%	14.80%
Operating Profit Margin Range	[1]	31.80%	52.60%

[1] Reflects changes only to the key assumptions used in the interim testing for certain units of accounting.

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GOODWILL AND RADIO BROADCASTING LICENSES (Details 2) - Reach Media Segment Goodwill [Member] $ in Millions	Sep. 30, 2017 USD ($)
Schedule of GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS [Line Items]
Pre-tax impairment charge	$ 0
Discount Rate	10.50%
Year 1 Revenue Growth Rate	(11.30%)
Long-term Revenue Growth Rate	1.00%
Minimum [Member]
Schedule of GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS [Line Items]
Operating Profit Margin Range	13.50%
Maximum [Member]
Schedule of GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS [Line Items]
Operating Profit Margin Range	15.90%

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GOODWILL AND RADIO BROADCASTING LICENSES (Details 3) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017	Apr. 28, 2017
Schedule of GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS [Line Items]
Gross goodwill	$ 377,989
Additions	117
Impairments	(2,712)
Accumulated impairment losses	(115,095)
Net goodwill at September 30, 2018	260,299	$ 262,894	$ 4,600
Radio Broadcasting Segment [Member]
Schedule of GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS [Line Items]
Gross goodwill	154,910
Additions	117
Impairments	(2,712)
Accumulated impairment losses	(84,436)
Net goodwill at September 30, 2018	67,879
Reach Media Segment [Member]
Schedule of GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS [Line Items]
Gross goodwill	30,468
Additions	0
Impairments	0
Accumulated impairment losses	(16,114)
Net goodwill at September 30, 2018	14,354
Digital Segment [Member]
Schedule of GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS [Line Items]
Gross goodwill	27,567
Additions	0
Impairments	0
Accumulated impairment losses	(14,545)
Net goodwill at September 30, 2018	13,022
Cable Television Segment [Member]
Schedule of GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS [Line Items]
Gross goodwill	165,044
Additions	0
Impairments	0
Accumulated impairment losses	0
Net goodwill at September 30, 2018	$ 165,044

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GOODWILL AND RADIO BROADCASTING LICENSES (Details Textual) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Schedule Of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items]
Goodwill, Impairment Loss		$ 2,712
Charlotte Goodwill [Member]
Schedule Of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items]
Goodwill, Impairment Loss		2,700
Radio Broadcasting Licenses [Member]
Schedule Of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items]
Impairment of Intangible Assets, Finite-lived		$ 3,800
Pre Tax Impairment Charges	$ 16,400		$ 16,400
Houston And Columbus [Member]
Schedule Of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items]
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	$ 16,400		$ 29,100

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LONG-TERM DEBT (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Total debt	$ 951,622	$ 984,247
Less: current portion of long-term debt	15,372	3,500
Less: original issue discount and issuance costs	11,413	13,581
Long-term debt, net	924,837	967,166
2017 Credit Facility [Member]
Debt Instrument [Line Items]
Total debt	344,750	347,375
9.25% Senior Subordinated Notes due February 2020 [Member]
Debt Instrument [Line Items]
Total debt	245,000	275,000
7.375% Senior Secured Notes due April 2022 [Member]
Debt Instrument [Line Items]
Total debt	350,000	350,000
Comcast Note due April 2019 [Member]
Debt Instrument [Line Items]
Total debt	$ 11,872	$ 11,872

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LONG-TERM DEBT (Details 1) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
October – December 2018	$ 875
2019	15,372
2020	248,500
2021	3,500
2022	353,500
2023 and thereafter	329,875
Total Debt	951,622	$ 984,247
Comcast Note due April 2019 [Member]
Debt Instrument [Line Items]
October – December 2018	0
2019	11,872
2020	0
2021	0
2022	0
2023 and thereafter	0
Total Debt	11,872	11,872
2017 Credit Facility [Member]
Debt Instrument [Line Items]
October – December 2018	875
2019	3,500
2020	3,500
2021	3,500
2022	3,500
2023 and thereafter	329,875
Total Debt	344,750
9.25% Senior Subordinated Notes due February 2020 [Member]
Debt Instrument [Line Items]
October – December 2018	0
2019	0
2020	245,000
2021	0
2022	0
2023 and thereafter	0
Total Debt	245,000	275,000
7.375% Senior Secured Notes due April 2022 [Member]
Debt Instrument [Line Items]
October – December 2018	0
2019	0
2020	0
2021	0
2022	350,000
2023 and thereafter	0
Total Debt	$ 350,000	$ 350,000

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LONG-TERM DEBT (Details Textual) - USD ($)		1 Months Ended			3 Months Ended					6 Months Ended		9 Months Ended		12 Months Ended
	Feb. 10, 2014	Apr. 18, 2017	Apr. 21, 2016	Apr. 17, 2015	Sep. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Debt Instrument [Line Items]
Letters of Credit Outstanding, Amount					$ 817,000							$ 817,000
Debt Instrument, Description		The 2017 Credit Facility matures on the earlier of (i) April 18, 2023, or (ii) in the event such debt is not repaid or refinanced, 91 days prior to the maturity of either of the Company's 2022 Notes or the Company's 2020 Notes. At the Company's election, the interest rate on borrowings under the 2017 Credit Facility are based on either (i) the then applicable base rate (as defined in the 2017 Credit Facility) as, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100th of 1%) equal to the greater of (a) the prime rate published in the Wall Street Journal, (b) 1/2 of 1% in excess rate of the overnight Federal Funds Rate at any given time, (c) the one-month LIBOR rate commencing on such day plus 1.00%) and (d) 2%, or (ii) the then applicable LIBOR rate (as defined in the 2017 Credit Facility). The average interest rate was approximately 5.91% for 2018 and was 5.31% for 2017.										The 2022 Notes were offered at an original issue price of 100.0% plus accrued interest from April 17, 2015, and will mature on April 15, 2022. Interest on the 2022
Gains (Losses) on Extinguishment of Debt, Total					120,000		$ 1,200,000		$ 690,000			$ 985,000	$ (6,393,000)	$ 7,100,000
Debt Instrument, Interest Rate Terms		The 2017 Credit Facility contains customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications) which may be more restrictive than those governing the Notes. The 2017 Credit Facility also contains certain financial covenants, including a maintenance covenant requiring the Company's interest expense coverage ratio (defined as the ratio of consolidated EBITDA to consolidated interest expense) to be greater than or equal to 1.25 to 1.00 and its total senior secured leverage ratio (defined as the ratio of consolidated net senior secured indebtedness to consolidated EBITDA) to be less than or equal to 5.85 to 1.00.										At the Company’s election, the interest rate on borrowings under the 2017 Credit Facility are based on either (i) the then applicable base rate (as defined in the 2017 Credit Facility) as, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100th of 1%) equal to the greater of (a) the prime rate published in the Wall Street Journal, (b) 1/2 of 1% in excess rate of the overnight Federal Funds Rate at any given time, (c) the one-month LIBOR rate commencing on such day plus 1.00%) and (d) 2%, or (ii) the then applicable LIBOR rate (as defined in the 2017 Credit Facility). The average interest rate was approximately 5.91% for 2018 and was 5.31% for 2017.
Interest Expense, Total					18,987,000				19,938,000			$ 57,423,000	60,147,000
Debt Instrument Additional Interest Payment Term On Prepayment		Beginning with the interest payment date occurring in June 2017 and ending in March 2023, the Company will be required to repay principal, to the extent then outstanding, equal to 1/4 of 1% of the aggregate initial principal amount of all term loans incurred on the effective date of the 2017 Credit Facility.
Payments Under 2017 Credit Facility					2,600,000				1,800,000			2,600,000	1,800,000
Comcast Note [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount					11,900,000		11,900,000	$ 11,900,000				11,900,000		11,900,000
Long-term Debt, Gross					$ 11,900,000							$ 11,900,000
Debt Instrument, Interest Rate, Stated Percentage					10.47%							10.47%
Debt Financing Cost [Member]
Debt Instrument [Line Items]
Interest Expense, Total					$ 718,000				718,000			$ 2,200,000	2,900,000
2022 Notes
Debt Instrument [Line Items]
Long-term Debt, Gross				$ 350,000,000
Debt Instrument, Interest Rate, Stated Percentage				7.375%
Debt Instrument, Description				an original issue price of 100.0% plus accrued interest
9.25% Senior Subordinated Notes due February 2020 [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross					$ 245,000,000		275,000,000	275,000,000				$ 245,000,000		275,000,000
Debt Instrument, Interest Rate, Stated Percentage					9.25%							9.25%
Gains (Losses) on Extinguishment of Debt, Total						$ 239,000				$ 626,000		$ 120,000	690,000
9.25% Senior Subordinated Notes due February 2020 [Member] | Private Offering [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	$ 335,000,000
Debt Instrument, Interest Rate, Stated Percentage	9.25%
Debt Instrument, Periodic Payment	$ 15,500,000
2015 Credit Facility [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 350,000,000
Debt Instrument, Description												(i) the then applicable base rate plus 3.5% (as defined in the 2015 Credit Facility) as, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100th of 1%) equal to the greater of (a) the prime rate published in the Wall Street Journal, (b) a rate of 1/2 of 1% in excess rate of the overnight Federal Funds Rate at any given time, and (c) the one-month LIBOR commencing on such day plus 1.00%), or (ii) the then applicable LIBOR rate plus 4.5% (as defined in the 2015 Credit Facility). The average interest rate was approximately 5.32% for 2017 and 5.13% for 2016.
Asset Backed Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity			$ 25,000,000
Percentage Borrowing Of Eligible Accounts			(85.00%)
Credit Facility 2017 [Member]
Debt Instrument [Line Items]
Covenant Compliance Description For Maintaining Interest Coverage Ratio												maintaining an interest coverage ratio of no less than:1.25 to 1.00 on June 30, 2017 and the last day of each fiscal quarter thereafter.
Covenant Compliance Description For Maintaining Total Leverage Ratio												maintaining a senior leverage ratio of no greater than: 5.85 to 1.00 on June 30, 2017 and the last day of each fiscal quarter thereafter.
Repayments of Long-term Debt, Total					$ 875,000				875,000		$ 875,000	$ 875,000	875,000
Long-term Debt, Gross					344,800,000		347,400,000	347,400,000				344,800,000		347,400,000
Senior Subordinated Notes Due From 2020 [Member]
Debt Instrument [Line Items]
Debt Instrument, Periodic Payment, Interest	$ 11,600,000
Gains (Losses) on Extinguishment of Debt, Total							1,200,000
Debt Instrument, Repurchase Amount					$ 5,000,000	$ 11,000,000	$ 20,000,000	$ 20,000,000	$ 20,000,000	$ 14,000,000		$ 5,000,000	$ 20,000,000	$ 20,000,000
Debt Instrument, Redemption Price, Percentage							97.375%	93.625%	96.00%	95.125%		97.25%

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INCOME TAXES (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Income Tax Disclosure [Line Items]
Income Tax Expense (Benefit)	$ (8,173)	$ (6,037)	$ (10,914)	$ (5,967)
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest, Total	$ 15,202	$ (13,855)	$ 13,835	$ (15,132)
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent			21.00%		35.00%
Effective Income Tax Rate Reconciliation, Percent			78.90%
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent			66.10%
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount			$ 1,800

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STOCKHOLDERS' EQUITY (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options, Grants	732,869	1,166,930
Number of Options, Exercised	58,190
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Options, Grants	733,000
Number of Options, Exercised	58,000
Number of Option, Forfeited/cancelled/expired/settled	1,905,000
Number of Options, Balance at End of Year	3,574,000		4,804,000
Number of Options, Vested and expected to vest	3,457,000
Number of Options, Unvested	1,149,000
Number of Options, Exercisable	2,425,000
Weighted-Average Exercise Price, Grants (in dollars per share)	$ 1.81
Weighted-Average Exercise Price, Exercised (in dollars per share)	1.41
Weighted-Average Exercise Price, Forfeited/cancelled/expired/settled (in dollars per share)	1.43
Weighted-Average Exercise Price, Balance at End of Year (in dollars per share)	2.12		$ 1.89
Weighted-Average Exercise Price, Vested and expected to vest (in dollars per share)	2.13
Weighted-Average Exercise Price, Unvested (in dollars per share)	1.85
Weighted-Average Exercise Price, Exercisable (in dollars per share)	$ 2.25
Weighted-Average Remaining Contractual Term, Outstanding (in years)	7 years 5 months 8 days		4 years 10 months 24 days
Weighted-Average Remaining Contractual Term, Vested and expected to vest (in years)	7 years 4 months 24 days
Weighted-Average Remaining Contractual Term, Unvested (in years)	8 years 11 months 16 days
Weighted-Average Remaining Contractual Term, Exercisable (in years)	6 years 8 months 19 days
Aggregate Intrinsic Value, Outstanding	$ 464,000		$ 795,000
Aggregate Intrinsic Value, Vested and expected to vest	449,000
Aggregate Intrinsic Value, Unvested	173,000
Aggregate Intrinsic Value, Exercisable	$ 291,000

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STOCKHOLDERS' EQUITY (Details 1) - Restricted Stock [Member]	9 Months Ended
	Sep. 30, 2018 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares, Unvested at beginning of year | shares	2,303,000
Shares, Grants | shares	1,758,000
Shares, Vested | shares	(1,832,000)
Shares, Forfeited/cancelled/expired | shares	(33,000)
Shares, Unvested at end of year | shares	2,196,000
Average Fair Value at Grant Date, Unvested at beginning of year (in dollars per share) | $ / shares	$ 1.94
Average Fair Value at Grant Date, Grants (in dollars per share) | $ / shares	1.83
Average Fair Value at Grant Date, Vested (in dollars per share) | $ / shares	1.92
Average Fair Value at Grant Date, Forfeited/cancelled/expired (in dollars per share) | $ / shares	1.90
Average Fair Value at Grant Date, Unvested at end of year (in dollars per share) | $ / shares	$ 1.87

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STOCKHOLDERS' EQUITY (Details Textual) - USD ($)			1 Months Ended		3 Months Ended		9 Months Ended
	Aug. 07, 2017	Oct. 26, 2015	Jun. 15, 2018	Jun. 16, 2017	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	May 05, 2018	Dec. 31, 2009
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Repurchased During Period, Value					$ 44,000	$ 67,000	$ 6,130,000	$ 1,000,000
Share-based Compensation, Total					1,100,000	$ 1,700,000	$ 3,635,000	$ 1,946,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares							831,937
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross							732,869	1,166,930
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights							The grants were effective August 7, 2017. 470,000 shares of restricted stock and 470,000 stock options will vest in three installments, with the first installment of 33% vesting on January 5, 2018, and the second installment vesting on January 5, 2019, and the remaining installment vesting on January 5, 2020.
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures			23,256
Stock Repurchase Program, Authorized Amount									$ 5,000,000
Sharebased Compensation Arrangement by Sharebased Payment Award Options exercised Number of Shares							58,190
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Stock Options					$ 1,800,000		$ 1,800,000
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures					1,758,428	2,080,854		2,173,878
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross							733,000
Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross	470,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Stock Options					$ 551,000		$ 551,000
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures	575,262
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value							$ 1.59
Share based Compensation Arrangement By Share based Payment Award Restricted Stock Vested Number Of Shares	105,262
Common Class D [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Repurchased During Period, Shares					702,282	672,366	2,463,350	1,726,656
Stock Repurchased During Period, Value					$ 1,500,000	$ 1.3	$ 5,100,000	$ 3,400,000
Repurchase Of Common Stock Price Per Share					$ 2.15	$ 1.92	$ 2.05
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant					8,250,000		8,250,000
Common Class D [Member] | Stock Plan 2009 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized										8,250,000
Common Class D [Member] | Amended and Restated 2009 Stock Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant					2,829,529		2,829,529
Common Class D [Member] | Stock Vest Tax Repurchase [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Repurchased During Period, Shares					20,787	35,370	599,224	360,172
Stock Repurchased During Period, Value							$ 1,100,000
Repurchase Of Common Stock Price Per Share					$ 2.10	$ 1.90	$ 1.82	$ 2.80
Common Class D [Member] | Chief Financial Officer [Member] | Restricted Stock [Member] | Share-based Compensation Award, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures	256,579
Common Class D [Member] | Chief Financial Officer [Member] | Restricted Stock [Member] | Share-based Compensation Award, Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures	270,833
Common Class D [Member] | Chief Financial Officer [Member] | Employee Stock Option [Member] | Share-based Compensation Award, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross	114,035
Common Class D [Member] | Chief Financial Officer [Member] | Employee Stock Option [Member] | Share-based Compensation Award, Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross	120,370
Common Class D [Member] | Cathy Hughes [Member] | Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross		100,000
Common Class D [Member] | Cathy Hughes [Member] | Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross		300,000
Common Class D [Member] | Chairperson [Member] | Restricted Stock [Member] | Share-based Compensation Award, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures	449,630
Common Class D [Member] | Chairperson [Member] | Restricted Stock [Member] | Share-based Compensation Award, Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures	474,609
Common Class D [Member] | Chairperson [Member] | Employee Stock Option [Member] | Share-based Compensation Award, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross	199,836
Common Class D [Member] | Chairperson [Member] | Employee Stock Option [Member] | Share-based Compensation Award, Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross	210,937
Common Class D [Member] | Chief Executive Officer and President [Member] | Restricted Stock [Member] | Share-based Compensation Award, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures	749,383
Common Class D [Member] | Chief Executive Officer and President [Member] | Restricted Stock [Member] | Share-based Compensation Award, Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures	791,015
Common Class D [Member] | Chief Executive Officer and President [Member] | Employee Stock Option [Member] | Share-based Compensation Award, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross	333,059
Common Class D [Member] | Chief Executive Officer and President [Member] | Employee Stock Option [Member] | Share-based Compensation Award, Tranche Two [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross	351,562
Common Class D [Member] | Non Executive Directors [Member] | Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures				23,256
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures			$ 50,000	$ 50,000
Common Class A [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock Repurchased During Period, Shares					3,928		4,160
Stock Repurchased During Period, Value					$ 9,000		$ 9,000
Repurchase Of Common Stock Price Per Share					$ 2.26		$ 2.26	$ 1.96

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SEGMENT INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Segment Reporting Information [Line Items]
Net Revenue:	$ 110,730	$ 112,078	$ 325,557	$ 331,005
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):	70,296	83,351	229,903	244,217
Depreciation and Amortization:	8,333	8,804	24,869	25,548
Impairment of Long-Lived Assets:	0	16,392	6,556	29,148
Operating income (loss):	32,101	3,531	64,229	32,092
Payments to Acquire Productive Assets	4,399	964	6,477	4,712
Total Assets:	1,287,541		1,287,541		$ 1,316,755
Radio Broadcasting
Segment Reporting Information [Line Items]
Net Revenue:	45,958	45,184	131,924	133,082
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):	29,373	27,887	85,588	83,381
Depreciation and Amortization:	872	923	2,590	2,819
Impairment of Long-Lived Assets:	0	16,392	6,556	29,148
Operating income (loss):	15,713	(18)	37,190	17,734
Payments to Acquire Productive Assets	2,663	425	3,232	2,095
Total Assets:	729,590		729,590		751,664
Radio Broadcasting | Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Net Revenue:	(200)	(78)	(1,956)	(410)
Reach Media
Segment Reporting Information [Line Items]
Net Revenue:	10,822	10,491	33,721	35,682
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):	8,740	10,018	29,700	33,792
Depreciation and Amortization:	63	52	189	158
Impairment of Long-Lived Assets:	0	0	0	0
Operating income (loss):	2,019	421	3,832	1,732
Payments to Acquire Productive Assets	37	34	83	102
Total Assets:	40,901		40,901		39,928
Digital
Segment Reporting Information [Line Items]
Net Revenue:	8,749	8,107	23,454	20,353
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):	9,363	8,178	28,830	23,040
Depreciation and Amortization:	482	812	1,435	1,616
Impairment of Long-Lived Assets:	0	0	0	0
Operating income (loss):	(1,096)	(883)	(6,811)	(4,303)
Payments to Acquire Productive Assets	327	302	1,087	847
Total Assets:	23,253		23,253		28,407
Cable Television
Segment Reporting Information [Line Items]
Net Revenue:	45,401	48,374	138,414	142,298
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):	22,795	29,029	72,072	82,334
Depreciation and Amortization:	6,577	6,567	19,690	19,696
Impairment of Long-Lived Assets:	0	0	0	0
Operating income (loss):	16,029	12,778	46,652	40,268
Payments to Acquire Productive Assets	474	31	573	234
Total Assets:	416,146		416,146		435,031
Corporate/Eliminations
Segment Reporting Information [Line Items]
Net Revenue:	(200)	(78)	(1,956)	(410)
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):	25	8,239	13,713	21,670
Depreciation and Amortization:	339	450	965	1,259
Impairment of Long-Lived Assets:	0	0	0	0
Operating income (loss):	(564)	(8,767)	(16,634)	(23,339)
Payments to Acquire Productive Assets	898	$ 172	1,502	$ 1,434
Total Assets:	$ 77,651		$ 77,651		$ 61,725

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COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Commitments and Contingencies Disclosure [Line Items]
Cost of Goods and Services Sold	$ 30,982,000	$ 34,892,000	$ 93,504,000	$ 99,798,000
Radio Music License Committee Agreement Term			5 years
License [Member]
Commitments and Contingencies Disclosure [Line Items]
Cost of Goods and Services Sold	2,500,000	$ 2,000,000	$ 6,900,000	$ 6,200,000
Standby Letters Of Credit [Member]
Commitments and Contingencies Disclosure [Line Items]
Fair Value Disclosure, Off-balance Sheet Risks, Face Amount, Liability	$ 817,000		$ 817,000

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SUBSEQUENT EVENTS (Details Textual) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Oct. 31, 2018	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Subsequent Event [Line Items]
Stock Repurchased During Period, Value		$ 44,000	$ 67,000	$ 6,130,000	$ 1,000,000
Common Class D [Member]
Subsequent Event [Line Items]
Stock Repurchased During Period, Shares				3,062,574
Stock Repurchased During Period, Value				$ 3,000
Subsequent Event [Member] | Common Class D [Member]
Subsequent Event [Line Items]
Stock Repurchased During Period, Shares	187,568
Stock Repurchased During Period, Value	$ 397,000
Repurchase Of Common Stock Price Per Share	$ 2.12