XML 39 R22.htm IDEA: XBRL DOCUMENT v3.19.1
COMMITMENTS AND CONTINGENCIES
12 Months Ended
Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Disclosure [Text Block]
13.  COMMITMENTS AND CONTINGENCIES:
 
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 in October 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.
 
Royalty Agreements
 
Musical works rights holders, generally songwriters and music publishers, have been traditionally represented by performing rights organizations, such as the American Society of Composers, Authors and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”) and SESAC, Inc. (“SESAC”).  The market for rights relating to musical works is changing rapidly. Songwriters and music publishers have withdrawn from the traditional performing rights organizations, particularly ASCAP and BMI, and new entities, such as Global Music Rights LLC (“GMR”), have been formed to represent rights holders. These organizations negotiate fees with copyright users, collect royalties and distribute them to the rights holders.  We have arrangements with ASCAP, SESAC and GMR, and are in negotiations with BMI for a new agreement. If we are unable to reach an agreement with BMI, a court will determine the royalty we will be required to pay BMI.  The changing market for musical works may have an adverse effect on us, including increasing our costs or limiting the musical works available to us.
 
Leases and Other Operating Contracts and Agreements
 
The Company has noncancelable operating leases for office space, studio space, broadcast towers and transmitter facilities that expire over the next 13 years. The Company’s leases for broadcast facilities generally provide for a base rent plus real estate taxes and certain operating expenses related to the leases. Certain of the Company’s leases contain renewal options, escalating payments over the life of the lease and rent concessions. Scheduled rent increases and rent concessions are being amortized over the terms of the agreements using the straight-line method, and are included in other liabilities in the accompanying consolidated balance sheets. The future rentals under non-cancelable leases as of December 31, 2018, are shown below.   
 
The Company has 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. The amounts the Company is obligated to pay for these agreements are shown below. 
 
 
 
Operating

Lease

Agreements
 
 
Other 

Operating

Contracts 

and

Agreements
 
 
 
(In thousands)
 
Years ending December 31:
 
 
 
 
 
 
 
 
2019
 
$
11,533
 
 
$
69,814
 
2020
 
 
10,744
 
 
 
30,160
 
2021
 
 
9,327
 
 
 
26,129
 
2022
 
 
8,427
 
 
 
16,341
 
2023
 
 
7,824
 
 
 
11,351
 
2024 and thereafter
 
 
16,030
 
 
 
46,096
 
Total
 
$
63,885
 
 
$
199,891
 
 
Of the total amount of other operating contracts and agreements included in the table above, approximately
$133.7
million
has not been recorded on the balance sheet as of December 31, 2018, as it does not meet recognition criteria. Approximately $9.3 million relates to certain commitments for content agreements for our cable television segment, approximately $21.7 million relates to employment agreements, and the remainder relates to other programming, network and operating agreements.
 
Rent expense included in continuing operations for the years ended December 31, 2018 and 2017 was approximately $13.2 million and $12.7 million, respectively.
 
 
Reach Media Redeemable Noncontrolling Interest Shareholders’ Put Rights
 
Beginning on January 1, 2018, the noncontrolling interest shareholders of Reach Media have had 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”).   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, 2019. Management, at this time, cannot reasonably determine the period when and if, the put right will be exercised by the noncontrolling interest shareholders.
 
Letters of Credit
 
On February 24, 2015, the Company entered into a letter of credit reimbursement and security agreement. As of December 31, 2018, the Company had letters of credit totaling $801,000 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.
  
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.