XML 28 R17.htm IDEA: XBRL DOCUMENT v3.5.0.2
CONTINGENCIES AND COMMITMENTS (Block)
9 Months Ended
Sep. 30, 2016
Commitments And Contingencies Disclosure Abstract  
Commitments And Contingencies Disclosure Text Block

12. CONTINGENCIES AND COMMITMENTS

Contingencies

On October 17, 2016, the Company entered into an asset purchase agreement (“APA”) with Beasley Broadcast Group, Inc. (“Beasley“) to acquire four radio stations in Charlotte, North Carolina, for a purchase price of $24 million in cash. The Company entered into two time brokerage agreements (“TBAs”) to operate the radio stations, of which three of the four radio stations are held in a trust (“Charlotte Trust”). On November 1, 2016, the Company commenced operations of the radio stations held in the Charlotte Trust. The Company expects to begin operating the fourth station under a separate TBA with Beasley on January 1, 2017. If regulatory approval by the Federal Communications Commission (the “FCC”) to complete the transaction is received prior to January 1, 2017, the TBA would not occur.

During the period of the TBAs, which terminates upon closing of the APA, the Company will include net revenues, station operating expenses and monthly TBA fees associated with operating these stations in the Company’s consolidated financial statements. The Company expects that the APA, will close in the fourth quarter of 2016 or early in the first quarter of 2017.

The Company believes that the Charlotte Trust is a variable interest entity (“VIE”) and that the Company is the primary beneficiary as the Company may absorb the profits and losses from the operation of the VIE during the period of the TBA. Effective upon the commencement of the Charlotte Trust TBA, the Company expects to consolidate the assets and liabilities of the VIE within its consolidated financial statements, using fair values for the assets and liabilities as if the Company had closed on this transaction. The equity investment by Beasley in the Charlotte Trust would be reflected as a non-controlling interest. The assets of the Company’s consolidated VIE can only be used to settle the obligations of the VIE, and may not be sold, or otherwise disposed of, except for assets sold or replaced with others of like kind or value. There is a lack of recourse by the beneficial interest holders of the VIE against the Company’s general creditors.

As disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 26, 2016, the FCC is investigating a contest that took place at one of the Company’s stations in 2007. On October 27, 2016, the FCC issued an order calling for an administrative hearing to determine if the FCC license for the station should be renewed.

The Company is subject to various outstanding claims which arise in the ordinary course of business and to other legal proceedings. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company’s financial position, results of operations or cash flows. There were no material changes from the contingencies listed in the Company’s Form 10-K, filed with the SEC on February 26, 2016.

Other Matters

During the third quarter of 2016, the Company settled a legal claim with British Petroleum as a result of their Deepwater Horizon Oil Spill in the Gulf of Mexico that occurred in 2010 and recovered $2.3 million on a net basis after deducting certain related expenses. The claim was a result of lost business due to the oil spill.