10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2017

or

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

For the transition period from                      to                     

Commission File Number: 001-14461

Entercom Communications Corp.

(Exact name of registrant as specified in its charter)

Pennsylvania	23-1701044
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

401 E. City Avenue, Suite 809

Bala Cynwyd, Pennsylvania 19004

(Address of principal executive offices and zip code)

(610) 660-5610

(Registrant’s telephone number, including area code)

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an 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	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act and 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  ☒

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

Class A common stock, $0.01 par value – 33,514,932 Shares Outstanding as of April 21, 2017

(Class A Shares Outstanding include 1,777,926 unvested and vested but deferred restricted stock units)

Class B common stock, $0.01 par value – 7,197,532 Shares Outstanding as of April 21, 2017.

ENTERCOM COMMUNICATIONS CORP.

INDEX

Part I Financial Information
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	30
Part II Other Information
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32
Signatures		34
Exhibit Index		35

Private Securities Litigation Reform Act Safe Harbor Statement

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

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

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

Key risks to our company are described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2017, and as may be supplemented by the risks described under Part II, Item 1A, of our quarterly reports on Form 10-Q, in our Current Reports on Form 8-K and on Form S-4 filed with the Securities and Exchange Commission on April 12, 2017.

PART I

FINANCIAL INFORMATION

ITEM 1. Financial Statements

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands)

(unaudited)

	MARCH 31,			DECEMBER 31,
	2017			2016
ASSETS:
Cash	$	4,702		$	46,843
Accounts receivable, net of allowance for doubtful accounts		76,350			92,172
Prepaid expenses, deposits and other		10,557			7,670
Total current assets		91,609			146,685
Net property and equipment		64,002			63,375
Radio broadcasting licenses		811,131			823,195
Goodwill		32,761			32,718
Deferred charges and other assets, net of accumulated amortization		9,777			10,260
TOTAL ASSETS	$	1,009,280		$	1,076,233
LIABILITIES:
Accounts payable	$	152		$	481
Accrued expenses		18,158			18,857
Other current liabilities		16,694			19,603
Non-controlling interest - variable interest entity		—			23,959
Long-term debt, current portion		15,940			4,817
Total current liabilities		50,944			67,717
Long-term debt, net of current portion		442,055			467,651
Deferred tax liabilities		75,937			92,898
Other long-term liabilities		27,734			26,861
Total long-term liabilities		545,726			587,410
Total liabilities		596,670			655,127
CONTINGENCIES AND COMMITMENTS
PERPETUAL CUMULATIVE CONVERTIBLE PREFERRED STOCK		27,732			27,732
SHAREHOLDERS’ EQUITY:
Class A, B and C common stock		406			407
Additional paid-in capital		601,861			605,603
Accumulated deficit		(217,389	)		(212,636	)
Total shareholders’ equity		384,878			393,374
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1,009,280		$	1,076,233

See notes to condensed consolidated financial statements.

1

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(unaudited)

	THREE MONTHS ENDED
	MARCH 31,
	2017			2016
NET REVENUES	$	97,452		$	96,103
OPERATING EXPENSE:
Station operating expenses, including non-cash compensation expense		75,617			71,715
Depreciation and amortization expense		2,647			2,447
Corporate general and administrative expenses, including non-cash compensation expense		10,565			7,598
Impairment loss		—			62
Merger and acquisition costs		10,271			—
Net time brokerage agreement (income) fees		34			—
Net (gain) loss on sale or disposal of assets		13,334			(464	)
Total operating expense		112,468			81,358
OPERATING INCOME (LOSS)		(15,016	)		14,745
NET INTEREST EXPENSE		5,977			9,392
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT)		(20,993	)		5,353
INCOME TAXES (BENEFIT)		(11,662	)		941
NET INCOME (LOSS) AVAILABLE TO THE COMPANY		(9,331	)		4,412
Preferred stock dividend		(550	)		(413	)
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS	$	(9,881	)	$	3,999
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS PER SHARE - BASIC	$	(0.25	)	$	0.10
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS PER SHARE - DILUTED	$	(0.25	)	$	0.10
DIVIDENDS DECLARED AND PAID PER COMMON SHARE	$	0.075		$	—
WEIGHTED AVERAGE SHARES:
Basic		38,910,322			38,447,724
Diluted		38,910,322			39,259,540

See notes to condensed consolidated financial statements.

2

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

THREE MONTHS ENDED MARCH 31, 2017 AND YEAR ENDED DECEMBER 31, 2016

(amounts in thousands, except share data)

(unaudited)

														Retained
	Common Stock										Additional			Earnings
	Class A						Class B				Paid-in			(Accumulated
	Shares			Amount			Shares		Amount		Capital			Deficit)			Total
Balance, December 31, 2015		32,480,551		$	325			7,197,532	$	72	$	611,754		$	(250,701	)	$	361,450
Net income (loss) available to the Company		—			—			—		—		—			38,065			38,065
Compensation expense related to granting of stock awards		1,095,759			11			—		—		6,528			—			6,539
Issuance of common stock related to the Employee Share Purchase Plan (“ESPP”)		31,933			—			—		—		379			—			379
Exercise of stock options		134,238			1			—		—		264			—			265
Purchase of vested employee restricted stock units		(232,297	)		(2	)		—		—		(2,266	)		—			(2,268	)
Payment of dividends on common stock		—			—			—		—		(8,666	)		—			(8,666	)
Payment of dividends on preferred stock		—			—			—		—		(1,788	)		—			(1,788	)
Dividend equivalents, net of forfeitures		—			—			—		—		(602	)		—			(602	)
Balance, December 31, 2016		33,510,184			335			7,197,532		72		605,603			(212,636	)		393,374
Net income (loss) available to the Company		—			—			—		—		—			(9,331	)		(9,331	)
Compensation expense related to granting of stock awards		26,193			—			—		—		1,593			—			1,593
Issuance of common stock related to the Employee Share Purchase Plan (“ESPP”)		14,873			—			—		—		181			—			181
Exercise of stock options		4,000			—			—		—		5			—			5
Purchase of vested employee restricted stock units		(157,739	)		(1	)		—		—		(2,435	)		—			(2,436	)
Payment of dividends on common stock		—			—			—		—		(3,014	)		—			(3,014	)
Dividend equivalents, net of forfeitures		—			—			—		—		(56	)		—			(56	)
Payment of dividends on preferred stock		—			—			—		—		(550	)		—			(550	)
Retrospective application of amended stock-based compensation guidance		—			—			—		—		534			4,578			5,112
Balance, March 31, 2017		33,397,511		$	334			7,197,532	$	72	$	601,861		$	(217,389	)	$	384,878

See notes to condensed consolidated financial statements.

3

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)

	THREE MONTHS ENDED
	MARCH 31,
	2017			2016
OPERATING ACTIVITIES:
Net income (loss) available to the Company	$	(9,331	)	$	4,412
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		2,647			2,447
Amortization of deferred financing costs (including original issue discount)		586			778
Net deferred taxes (benefit) and other		(11,662	)		941
Provision for bad debts		409			357
Net (gain) loss on sale or disposal of assets		13,334			(464	)
Non-cash stock-based compensation expense		1,593			1,481
Deferred rent		(90	)		116
Deferred compensation		990			348
Impairment loss		—			62
Accretion expense, net of asset retirement obligation adjustments		10			3
Changes in assets and liabilities (net of effects of acquisitions, dispositions, consolidation, and deconsolidation of Variable Interest Entities (VIEs)):
Accounts receivable		13,268			12,293
Prepaid expenses and deposits		(3,132	)		(2,502	)
Accounts payable and accrued liabilities		(562	)		(1,695	)
Accrued interest expense		(1,802	)		5,671
Accrued liabilities - long-term		(775	)		(865	)
Prepaid expenses - long-term		177			271
Net cash provided by (used in) operating activities		5,660			23,654
INVESTING ACTIVITIES:
Additions to property and equipment		(2,424	)		(965	)
Proceeds from sale of property, equipment, intangibles and other assets		15			3,800
Purchases of radio stations		(24,000	)		—
Additions to intangible assets		(271	)		(147	)
(Deconsolidation) consolidation of a VIE		(302	)		—
Net cash provided by (used in) investing activities		(26,982	)		2,688

4

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Continued

(amounts in thousands)

(unaudited)

	THREE MONTHS ENDED
	MARCH 31,
	2017			2016
FINANCING ACTIVITIES:
Borrowing under the revolving senior debt		22,000			2,500
Proceeds from the capital lease obligations and other		—			102
Payments of long-term debt		(37,005	)		(20,836	)
Proceeds from issuance of employee stock plan		181			—
Proceeds from the exercise of stock options		5			3
Purchase of vested employee restricted stock units		(2,436	)		(2,142	)
Payment of dividends on common stock		(2,916	)		—
Payment of dividend equivalents on vested restricted stock units		(98	)		(91	)
Payment of dividends on preferred stock		(550	)		(413	)
Net cash provided by (used in) financing activities		(20,819	)		(20,877	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(42,141	)		5,465
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		46,843			9,169
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	4,702		$	14,634
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	7,225		$	3,080
Income taxes	$	55		$	140
Dividends on common stock	$	2,916		$	—
Dividends on preferred stock	$	550		$	413

See notes to condensed consolidated financial statements.

5

ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2017 AND 2016

1. BASIS OF PRESENTATION AND SIGNIFICANT POLICIES

The condensed consolidated interim unaudited financial statements included herein have been prepared by Entercom Communications Corp. and its subsidiaries (collectively, the “Company”) in accordance with: (i) generally accepted accounting principles (“U.S. GAAP”) for interim financial information; and (ii) the instructions of the Securities and Exchange Commission (the “SEC”) for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, the financial statements reflect all adjustments considered necessary for a fair statement of the results of operations and financial position for the interim periods presented. All such adjustments are of a normal and recurring nature. The Company’s results are subject to seasonal fluctuations and, therefore, the results shown on an interim basis are not necessarily indicative of results for a full year.

This Form 10-Q should be read in conjunction with the financial statements and related notes included in the Company’s audited financial statements as of and for the year ended December 31, 2016, and filed with the SEC on February 28, 2017, as part of the Company’s Annual Report on Form 10-K. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.

On February 2, 2017, the Company and its newly formed wholly owned subsidiary (“Merger Sub”) entered into an Agreement and Plan of Merger (the “CBS Radio Merger Agreement”) with CBS Corporation (“CBS”) and its wholly owned subsidiary CBS Radio, Inc. (“CBS Radio”). Pursuant to the CBS Radio Merger Agreement, Merger Sub will merge with and into CBS Radio with CBS Radio surviving as the Company’s wholly owned subsidiary (the “Merger”). The Merger is expected to be tax free to CBS and its shareholders, and will be effected through a stock for stock Reverse Morris Trust transaction. The Merger will make the Company a leading local media and entertainment company with a nationwide footprint of stations including positions in all of the top 10 markets and 23 of the top 25 markets. The transactions contemplated by the CBS Radio Merger Agreement are subject to approval by the Company’s shareholders and customary regulatory approvals. Such approvals will require the divestiture of stations in certain markets due to FCC ownership limitations.

There have been no material changes from Note 2, Significant Accounting Policies, as described in the notes to the Company’s financial statements contained in its Form 10-K for the year ended December 31, 2016, that was filed with the SEC on February 28, 2017.

Recent Accounting Pronouncements

All new accounting pronouncements that are in effect that may impact the Company’s financial statements have been implemented. The Company does not believe that there are any other new accounting pronouncements that have been issued, other than as noted below or those included in the notes to the Company’s financial statements contained in its Form 10-K for the year ended December 31, 2016, that was filed with the SEC on February 28, 2017, that might have a material impact on the Company’s financial position, results of operations or cash flows.

Definition of a Business

In January 2017, the accounting guidance was amended to modify the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The guidance is effective for the Company as of January 1, 2018, under a prospective application method. The Company is currently in the process of reviewing the new guidance, but based upon its preliminary assessment, which is subject to change, the impact of this guidance should not be material to the Company’s financial position, results of operations or cash flows. The guidance could have an impact in a future period if the Company acquires or disposes of assets that meet the definition of a business under the amended guidance.

6

Goodwill Impairment

In January 2017, the accounting guidance was amended to modify the accounting for goodwill impairment by removing the second step of the goodwill impairment test. The guidance is effective for the Company as of January 1, 2020. The Company is currently in the process of reviewing the new guidance, but based upon its preliminary assessment, which is subject to change, the impact of this guidance should not be material to the Company’s financial position, results of operations or cash flows.

Cash Flow Classification

In August 2016, the accounting guidance for classifying elements of cash flow was modified. The guidance is effective for the Company as of January 1, 2018, under a retrospective application method. Management does not believe the impact of this guidance will be material to the Company’s financial position, results of operations or cash flows.

Stock-Based Compensation Modification

In March 2016, the accounting guidance for stock-based compensation was modified primarily to: (1) record excess tax benefits or deficiencies on stock-based compensation in the statement of operations, regardless of whether the tax benefits reduce taxes payable in the period; (2) allow an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation up to the maximum statutory tax rates in the applicable jurisdictions; and (3) allow entities to make an accounting policy election to either estimate the number of award forfeitures or to account for forfeitures when they occur. The guidance was effective for the Company on January 1, 2017.

As of January 1, 2017, the Company recorded a cumulative-effect adjustment to its accumulated deficit of $4.6 million on a modified retrospective transition basis. This adjustment was comprised of previously unrecognized excess tax benefits of $4.9 million as adjusted for the Company’s effective income tax rate, offset by a change to recognize stock-based compensation forfeitures when they occur of $0.3 million, net of tax.

Leasing Transactions

In February 2016, the accounting guidance was modified to require that all leases with a term of more than one year, covering leased assets such as real estate, broadcasting towers and equipment, be reflected on the balance sheet as assets and liabilities for the rights and obligations created by these leases. While the Company is currently reviewing the effects of this guidance, the Company believes that this would result in: (1) an increase in the assets and liabilities reflected on the Company’s consolidated balance sheets; and (2) an increase in the Company’s interest expense and depreciation and amortization expense and a decrease to the Company’s station operating expense reflected on its consolidated statements of operations. This guidance is effective for the Company as of January 1, 2019.

Revenue Recognition

In May 2014, the accounting guidance for revenue recognition was modified and subsequently updated several times with amendments. Along with these modifications, most industry-specific revenue guidance was eliminated, including a current broadcasting exemption for reporting revenue from network barter programming. The new guidance is based on the principle that revenue is recognized to depict the transfer of 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 guidance also requires additional disclosures including significant judgments and changes in judgments.

The Company expects to adopt the new guidance effective on January 1, 2018, by applying the modified retrospective method at the date of the initial application by recording the cumulative effect on retained earnings as of the date of adoption.

The Company has made progress toward completing its evaluation of the impact of the guidance to all of the Company’s revenue streams and expects to complete the contract evaluations during 2017, including an evaluation of the impact on its business processes, controls and systems.

7

While the Company continues to assess all potential impacts of the standard, it currently believes the most significant impact relates to its accounting for network barter programming, which should not have a material impact to the Company’s financial position, results of operations or cash flows.

2. INTANGIBLE ASSETS AND GOODWILL

Goodwill and certain intangible assets are not amortized for book purposes. They may be, however, amortized for tax purposes. The Company accounts for its acquired broadcasting licenses as indefinite-lived intangible assets and, similar to goodwill, these assets are reviewed at least annually for impairment. At the time of each review, if the fair value is less than the carrying value of goodwill and certain intangibles (such as broadcasting licenses), then a charge is recorded to the results of operations.

There was no material change in the carrying value of broadcasting licenses or goodwill since the year ended December 31, 2016, other than as described below.

The Company recorded a $13.5 million loss in the first quarter of 2017 in net gain/loss on sale or disposal of assets as a result of the Company permanently discontinuing the operation of one of its stations and returning the station’s license to the FCC for cancellation, in order to facilitate the Merger.

Additionally, the carrying value of the broadcasting licenses at December 31, 2016, included the broadcasting licenses of a consolidated Variable Interest Entity (“VIE”) of approximately $15.7 million. These consolidated assets and liabilities of the VIE related to a pending acquisition of four radio stations in Charlotte, North Carolina. On October 17, 2016, the Company entered into an asset purchase agreement and a time brokerage agreement (“TBA”) to operate three of the four radio stations that were held in a trust (“Charlotte Trust”). As such, the amounts of the consolidated VIE at December 31, 2016, represented only the assets and liabilities of the three stations held in the Charlotte Trust.

Upon the completion of this transaction on January 6, 2017, the Company deconsolidated the amount of broadcasting licenses attributable to the VIE and recorded broadcasting licenses of all four radio stations based upon the preliminary purchase price allocation. Refer to Note 9, Business Combinations, for additional information.

	Broadcasting Licenses Carrying Amount
	March 31, 2017			December 31, 2016
	(amounts in thousands)
Beginning of period balance as of January 1,	$	823,195		$	807,381
Disposition of FCC broadcasting license		(13,500	)		—
Consolidation (deconsolidation) of a VIE		(15,738	)		15,738
Acquisition of radio stations		17,174			—
Acquisitions - other		—			112
Disposition of radio stations previously reflected as held for sale		—			(36	)
Ending period balance	$	811,131		$	823,195

Broadcasting Licenses Impairment Test

The Company performs its annual broadcasting license impairment test during the second quarter of each year by evaluating its broadcasting licenses for impairment at the market level using the direct method.

There were no events or circumstances since the Company’s prior year second quarter annual broadcasting licenses test that required the Company to re-test the carrying value of its broadcasting licenses.

8

Goodwill Impairment Test

The Company performs its annual goodwill impairment test during the second quarter of each year by assessing goodwill in each of the Company’s markets after determining that a radio market is a reporting unit.

There were no events or circumstances since the Company’s prior year second quarter annual goodwill test that required the Company to re-test the carrying value of its goodwill.

3. OTHER CURRENT LIABILITIES

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

	Other Current Liabilities
	March 31, 2017		December 31, 2016
	(amounts in thousands)
Accrued compensation	$	6,531	$	8,059
Accounts receivable credits		3,988		3,571
Advertiser obligations		1,240		1,102
Accrued interest payable		1,785		3,587
Other		3,150		3,284
Total other current liabilities	$	16,694	$	19,603

4. LONG-TERM DEBT

(A) Senior Debt

The Credit Facility

On November 1, 2016, the Company and its wholly owned subsidiary, Entercom Radio LLC, (“Radio”) entered into a $540 million credit agreement (the “Credit Facility”) with a syndicate of lenders that was initially comprised of: (a) a $60 million revolving credit facility (the “Revolver”) that matures on November 1, 2021; and (b) a $480 million term B loan (the “Term B Loan”) that matures on November 1, 2023.

As of March 31, 2017, the amount outstanding under the Term B Loan was $458.0 million and the amount outstanding under the Revolver was $7.0 million. The amount available under the Revolver, which includes the impact of the outstanding letters of credit, was $52.3 million as of March 31, 2017.

9

Long-term debt was comprised of the following as of March 31, 2017:

	Long-Term Debt
	March 31,			December 31,
	2017			2016
	(amounts in thousands)
Credit Facility
Revolver, due November 1, 2021	$	7,000			$—
Term B Loan, due November 1, 2023		458,000			480,000
		465,000			480,000
Other Debt
Capital lease and other		83			87
Total debt before deferred financing costs		465,083			480,087
Current amount of long-term debt		(15,940	)		(4,817	)
Deferred financing costs (excludes the revolving credit)		(7,088	)		(7,619	)
Total long-term debt, net of current debt	$	442,055		$	467,651
Outstanding standby letters of credit	$	670		$	670

The Term B Loan requires mandatory prepayments equal to a percentage of Excess Cash Flow, which is defined within the agreement, subject to incremental step-downs, depending on the Consolidated Leverage Ratio. Beginning in 2018, the Excess Cash Flow payment will be due in the first quarter of each year, and is based on the Excess Cash Flow and Leverage Ratio for the prior year. The estimated Excess Cash Flow payment due in the first quarter of 2018 is included under the current portion of long-term debt, net of any prepayments made.

As of March 31, 2017, the Company’s Consolidated Leverage Ratio was 4.0 times versus a covenant limit of 5.0 times and the Consolidated Interest Coverage Ratio was 4.8 times versus a covenant minimum of 2.0 times.

As of March 31, 2017, the Company was in compliance with all financial covenants and all other terms of the Credit Facility in all material respects. The Company’s ability to maintain compliance with its covenants under the Credit Facility is highly dependent on its results of operations. Management believes that over the next 12 months the Company can continue to maintain compliance.

Management believes that cash on hand, cash from the Revolver and cash from operating activities, together with the proceeds of the commitment financing described below, will be sufficient to permit the Company to meet its liquidity requirements over the next 12 months, including its debt repayments.

Failure to comply with the Company’s financial covenants or other terms of its Credit Facility and any subsequent failure to negotiate and obtain any required relief from its lenders could result in a default under the Credit Facility. Any event of default could have a material adverse effect on the Company’s business and financial condition. The acceleration of the Company’s debt could have a material adverse effect on its business. The Company may seek from time to time to amend its Credit Facility or obtain other funding or additional funding, which may result in higher interest rates on its debt.

In connection with the CBS Radio Merger Agreement, CBS Radio entered into a commitment letter with a syndicate of lenders (the “Commitment Parties”), pursuant to which the Commitment Parties committed to provide up to $500 million of senior secured term loans (the “CBS Radio Financing”) as an additional tranche under a credit agreement (the “CBS Radio Credit Agreement”) among CBS Radio, the guarantors named therein, the lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent. The proceeds of this additional tranche will be used to: (1) refinance the Company’s Credit Facility; (2) redeem the Company’s Perpetual Cumulative Convertible Preferred Stock (“Preferred”); and (3) pay fees and expenses in connection with the refinancing. On March 3, 2017, CBS Radio entered into an amendment to the CBS Radio Credit Agreement, to, among other things, create a tranche of Term B-1 Loans in an aggregate principal amount not to exceed $500 million. The Term B-1 Loans, which replace the commitment, are expected to be funded by the Commitment Parties on the closing date of the Merger, subject to customary conditions. The Term B-1 Loans will be governed by the CBS Radio Credit Agreement and will mature on the date that is seven years after the closing date of the Merger. The Term B-1 Loans will require quarterly principal payments at an annual rate of 1% of the initial principal amount of the Term B-1 Loans, beginning with the first full fiscal quarter ending after the closing of the Merger. The Term B-1 Loans are expected to bear interest at a per annum rate equal to LIBOR plus 2.75%. Interest on the Term B-1 Loans will be payable at the end of each interest period, but in no event less frequently than quarterly.

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(B) Senior Unsecured Debt

The Senior Notes

As background, on November 23, 2011, the Company issued $220.0 million of 10.5% unsecured Senior Notes due December 1, 2019 (the “Senior Notes”). The Company received net proceeds of $212.7 million, which included a discount of $2.9 million, and incurred deferred financing costs of $6.1 million. These amounts were amortized over the term under the effective interest rate method. Interest on the Senior Notes was payable semi-annually in arrears on June 1 and December 1 of each year.

In 2016, the Company issued a call notice to redeem its Senior Notes in full with an effective date of December 1, 2016, that was funded by the proceeds of the Credit Facility. As a result of the full redemption of the Senior Notes with replacement debt at a lower interest rate, the net interest expense for the first quarter of 2017 was reduced and does not include amortization of original issue discount of senior notes.

(C) Net Interest Expense

The components of net interest expense are as follows:

	Net Interest Expense
	Three Months Ended March 31,
	2017			2016
	(amounts in thousands)
Stated interest and other fees	$	5,414		$	8,623
Amortization of deferred financing costs		586			687
Amortization of original issue discount of senior notes		—			91
Interest income and other investment income		(23	)		(9	)
Total net interest expense	$	5,977		$	9,392

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5. NET INCOME (LOSS) PER COMMON SHARE

The following table presents the computations of basic and diluted net income (loss) per share:

	Three Months Ended March 31,
	2017			2016
	(amounts in thousands except per share data)
Basic Income (Loss) Per Share
Numerator
Net income (loss) available to the Company	$	(9,331	)	$	4,412
Preferred stock dividends		550			413
Net income (loss) available to common shareholders	$	(9,881	)	$	3,999
Denominator
Basic weighted average shares outstanding		38,910			38,448
Basic net income (loss) per share available to common shareholders	$	(0.25	)	$	0.10
Diluted Income (Loss) Per Share
Numerator
Net income (loss) available to the Company	$	(9,331	)	$	4,412
Preferred stock dividends		550			413
Net income (loss) available to common shareholders	$	(9,881	)	$	3,999
Denominator
Basic weighted average shares outstanding		38,910			38,448
Effect of RSUs and options under the treasury stock method		—			812
Diluted weighted average shares outstanding		38,910			39,260
Diluted net income (loss) per share available to common shareholders	$	(0.25	)	$	0.10

Disclosure Of Anti-Dilutive Shares

The following table presents those shares excluded as they were anti-dilutive:

	Three Months Ended
	March 31,
Impact Of Equity Issuances	2017		2016
	(amounts in thousands, except per share data)
Shares excluded as anti-dilutive under the treasury stock method:
Options		—		23
Price range of options: from	$	—	$	10.62
Price range of options: to	$	—	$	11.78
RSUs with service conditions		—		5
RSUs excluded with service and market conditions as market conditions not met		267		185
RSUs excluded with service and performance conditions as performance conditions not met		—		29
Perpetual cumulative convertible preferred stock treated as anti-dilutive under the as if method		1,953		1,916
Excluded shares as anti-dilutive when reporting a net loss		1,164		—

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6. SHARE-BASED COMPENSATION

Under the Entercom Equity Compensation Plan (the “Plan”), the Company is authorized to issue share-based compensation awards to key employees, directors and consultants.

Restricted Stock Units (“RSUs”) Activity

The following is a summary of the changes in RSUs under the Plan during the current period:

		Number					Weighted		Aggregate
		Of			Weighted		Average		Intrinsic
		Restricted			Average		Remaining		Value As Of
		Stock			Purchase		Contractual		March 31,
	Period Ended	Units			Price		Term (Years)		2017
RSUs outstanding as of:	December 31, 2016		2,074,794
RSUs awarded			27,818
RSUs released			(434,313	)
RSUs forfeited			(1,625	)
RSUs outstanding as of:	March 31, 2017		1,666,674		$	—		1.7	$	23,833,438
RSUs vested and expected to vest as of:	March 31, 2017		1,666,674		$	—		1.7	$	23,134,454
RSUs exercisable (vested and deferred) as of:	March 31, 2017		48,880		$	—		—	$	698,984
Weighted average remaining recognition period in years			2.3
Unamortized compensation expense		$	11,504,932

RSUs With Service And Market Conditions

The Company issued RSUs with service and market conditions that are included in the table above. These shares vest if: (1) the Company’s stock achieves certain shareholder performance targets over a defined measurement period; and (2) the employee fulfills a minimum service period. The compensation expense is recognized even if the market conditions are not satisfied and are only reversed in the event the service period is not met, as all of the conditions need to be satisfied. These RSUs are amortized over the longest of the explicit, implicit or derived service periods, which range from approximately one to three years.

The following table presents the changes in outstanding RSUs with market conditions:

	Three Months			Year
	Ended			Ended
	March 31,			December 31,
	2017			2016
	(amounts in thousands, except per share data)
Reconciliation Of RSUs With Market Conditions
Beginning of period balance		630			390
Number of RSUs granted		—			470
Number of RSUs forfeited		—			—
Number of RSUs vested		(50	)		(230	)
End of period balance		580			630
Weighted average fair value of RSUs granted with market conditions	$	—		$	7.34

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The fair value of RSUs with service conditions is estimated using the Company’s closing stock price on the date of the grant. To determine the fair value of RSUs with service and market conditions, the Company used the Monte Carlo simulation lattice model. The Company’s determination of the fair value was based on the number of shares granted, the Company’s stock price on the date of grant and certain assumptions regarding a number of highly complex and subjective variables. If other reasonable assumptions were used, the results could differ.

The specific assumptions used for these valuations are as follows:

	Three Months	Year
	Ended	Ended
	March 31,	December 31,
	2017	2016
Expected Volatility Term Structure (1)	34% to 45%	35% to 45%
Risk-Free Interest Rate (2)	0.1% to 1.1%	0.4% to 1.1%
Annual Dividend Payment Per Share (Constant) (3)	$0.30	$0.30

⁽¹⁾ Expected Volatility Term Structure - The Company estimated the volatility term structure using: (1) the historical volatility of its stock; and (2) the implied volatility provided by its traded options from a trailing month’s average of the closing bid-ask price quotes.

⁽²⁾ Risk-Free Interest Rate - The Company estimated the risk-free interest rate based upon the implied yield available on U.S. Treasury issues using the Treasury bond rate as of the date of grant.

⁽³⁾ Annual Dividend Payment Per Share (Constant) – The Company assumed a constant annual dividend of $0.30 per share.

RSUs With Service And Performance Conditions

In addition to the RSUs included in the table above summarizing the activity in RSUs under the Plan, the Company issued RSUs with both service and performance conditions. Vesting of performance-based awards, if any, is dependent upon the achievement of certain performance targets. If the performance standards are not achieved, all unvested shares will expire and any accrued expense will be reversed. The Company determines the requisite service period on a case-by-case basis to determine the expense recognition period for non-vested performance based RSUs. The fair value is determined based upon the closing price of the Company’s common stock on the date of grant. The Company applies a quarterly probability assessment in computing its non-cash compensation expense and any change in the estimate is reflected as a cumulative adjustment to expense in the quarter of the change.

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The following table reflects the activity of RSUs with service and performance conditions:

	Three Months		Year
	Ended		Ended
	March 31,		December 31,
	2017		2016
	(amounts in thousands, except per share data)
Reconciliation Of RSUs With Service And Performance Conditions
Beginning of period balance		—		29
Number of RSUs granted		—		—
Number of RSUs that did not meet criteria		—		(29	)
Number of RSUs vested		—		—
Average fair value of RSUs granted with performance conditions	$	—	$	—

As of March 31, 2017, no non-cash compensation expense was recognized for RSUs with performance conditions.

Option Activity

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

	Three Months Ended March 31,
Option Exercise Data	2017		2016
	(amounts in thousands)
Intrinsic value of options exercised	$	50	$	25
Tax benefit from options exercised (1)	$	20	$	10
Cash received from exercise price of options exercised	$	5	$	3

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

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The following table presents the option activity during the current period under the Plan:

								Weighted		Intrinsic
						Weighted		Average		Value
						Average		Remaining		As Of
			Number Of			Exercise		Contractual		March 31,
	Period Ended		Options			Price		Term (Years)		2017
Options outstanding as of:		December 31, 2016		329,562		$	1.91
Options granted				—			—
Options exercised				(4,000	)		1.34
Options forfeited				—
Options expired				—
Options outstanding as of:		March 31, 2017		325,562		$	1.92		1.8	$	4,030,984
Options vested and expected to vest as of:		March 31, 2017		325,562		$	1.92		1.8	$	4,030,984
Options vested and exercisable as of:		March 31, 2017		325,562		$	1.92		1.8	$	4,030,984
Weighted average remaining recognition period in years				—
Unamortized compensation expense			$	—

The following table summarizes significant ranges of outstanding and exercisable options as of the current period:

				Options Outstanding						Options Exercisable
				Number Of		Weighted				Number Of
				Options		Average		Weighted		Options		Weighted
Range Of				Outstanding		Remaining		Average		Exercisable		Average
Exercise Prices				March 31,		Contractual		Exercise		March 31,		Exercise
From		To		2017		Life		Price		2017		Price
$	1.34	$	1.34		300,562		1.9	$	1.34		300,562	$	1.34
$	2.02	$	11.78		25,000		1.4	$	8.87		25,000	$	8.87
$	1.34	$	11.78		325,562		1.8	$	1.92		325,562	$	1.92

Recognized Non-Cash Stock-Based Compensation Expense

The following non-cash stock-based compensation expense, which is related primarily to RSUs, is included in each of the respective line items in our statement of operations:

	Three Months Ended
	March 31,
	2017		2016
	(amounts in thousands)
Station operating expenses	$	204	$	227
Corporate general and administrative expenses		1,389		1,254
Stock-based compensation expense included in operating expenses		1,593		1,481
Income tax benefit (1)		508		551
Net stock-based compensation expense	$	1,085	$	930

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

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7.    INCOME TAXES

Tax Rate For The Three Months Ended March 31, 2017

The effective income tax rate was 55.6% which was determined using a forecasted rate based upon taxable income for the year. The income tax rate is estimated to be higher than in previous years primarily due to the amount of merger and acquisition costs forecasted for 2017 as a result of the Merger, as most of these costs are not deductible for federal and state income tax purposes.

As a result of adopting the amended accounting guidance for stock-based compensation on January 1, 2017, the Company recorded a discrete windfall income tax benefit of $0.8 million from the vesting of stock-based awards with tax deductions in excess of the compensation expense recorded. Refer to Note 1, Basis of Presentation and Significant Policies, for additional information.

Tax Rate For The Three Months Ended March 31, 2016

The effective income tax rate was 17.6%, which was impacted by discrete income tax benefits from recent legislation in certain single member states that allowed for: (1) the reversal of partial valuation allowances; and (2) a retroactive decrease in deferred tax liabilities associated with non-amortizable assets such as broadcasting licenses and goodwill. The income tax rate was also impacted by income tax expense from: (i) an increase in deferred tax liabilities associated with non-amortizable assets such as broadcasting licenses and goodwill; (ii) an adjustment for expenses that are not deductible for tax purposes; and (iii) a tax benefit shortfall associated with share-based awards.

Net Deferred Tax Assets And Liabilities

As of March 31, 2017, and December 31, 2016, net deferred tax liabilities were $75.9 million and $92.9 million, respectively. The income tax accounting process to determine the deferred tax liabilities involves estimating all temporary differences between the tax and financial reporting bases of the Company’s assets and liabilities, based on enacted tax laws and statutory tax rates applicable to the period in which the differences are expected to affect taxable income. The Company estimated the current exposure by assessing the temporary differences and computing the provision for income taxes by applying the estimated effective tax rate to income.

8. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value Of Financial Instruments Subject To Fair Value Measurements

Recurring Fair Value Measurements

The following table sets forth the Company’s financial assets and/or liabilities that were accounted for at fair value on a recurring basis and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value and its placement within the fair value hierarchy levels.

	Fair Value Measurements At Reporting Date
	March 31,		December 31,
Description	2017		2016
	(amounts in thousands)
Liabilities
Deferred compensation - Level 1 (1)	$	11,273	$	10,875

⁽¹⁾  The Company’s deferred compensation liability, which is included in other long-term liabilities, is recorded at fair value on a recurring basis. The unfunded plan allows participants to hypothetically invest in various specified investment options. The deferred compensation plan liability is valued at Level 1 as it is based on quoted market prices of the underlying investments.

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Fair Value Of Financial Instruments Subject To Disclosures

The carrying amount of the following assets and liabilities approximates fair value due to the short maturity of these instruments: (1) cash and cash equivalents; (2) accounts receivable; and (3) accounts payable, including accrued liabilities.

The following table presents the carrying value of financial instruments and, where practicable, the fair value as of the periods indicated:

	March 31,				December 31,
	2017				2016
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
	(amounts in thousands)
Term B Loan (1)	$	458,000	$	461,149	$	480,000	$	487,200
Revolver (2)	$	7,000	$	7,000	$	—	$	—
Other debt (3)	$	83			$	87
Letters of credit (4)	$	670			$	670

The following methods and assumptions were used to estimate the fair value of financial instruments:

⁽¹⁾  The Company’s determination of the fair value of the Term B Loan was based on quoted prices for this instrument and is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

⁽²⁾  The fair value of the Revolver was considered to approximate the carrying value as the interest payments are based on LIBOR rates that reset periodically. The Revolver is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

⁽³⁾ The Company does not believe it is practicable to estimate the fair value of the other debt.

⁽⁴⁾  The Company does not believe it is practicable to estimate the fair value of the outstanding standby letters of credit.

9. BUSINESS COMBINATIONS

The Company consummated acquisitions under the purchase method of accounting, and the purchase price was allocated to the assets and liabilities based upon their respective fair values as determined as of the acquisition date. Merger and acquisition costs are excluded from the purchase price as these costs are expensed for book purposes and amortized for tax purposes.

2017 Charlotte Acquisition

On January 6, 2017, the Company completed a transaction to acquire four radio stations in Charlotte, North Carolina, from Beasley Broadcast Group, Inc. (“Beasley”) for a purchase price of $24 million in cash. The Company used cash on hand to fund the acquisition. On October 17, 2016, the Company entered into an asset purchase agreement and a TBA with Beasley to operate three of the four radio stations that were held in the Charlotte Trust. On November 1, 2016, the Company commenced operations of the radio stations held in the Charlotte Trust and began operating the fourth station upon closing on the acquisition with Beasley in January 2017.

During the period of the TBA, the Company included net revenues, station operating expenses and monthly TBA fees associated with operating these stations in the Company’s consolidated financial statements.

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The allocations presented in the table below are based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired FCC broadcasting licenses, the fair value estimates are based on, but not limited to, expected future revenue and cash flows that assume an expected future growth rate of 1.0%; and an estimated discount rate of 9.0%. The gross profit margins are similar to the ranges used in the Company’s second quarter 2016 annual license impairment testing. The Company determines the fair value of the broadcasting licenses by relying on a discounted cash flow approach assuming a start-up scenario in which the only assets held by an investor are broadcasting licenses. The Company’s fair value analysis contains assumptions based upon past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information for an average station within a certain market. Any excess of the purchase price over the net assets acquired was reported as goodwill.

The following preliminary purchase price allocations are based upon the valuation of assets and liabilities and these estimates and assumptions are subject to change as the Company obtains additional information during the measurement period, which may be up to one year from the acquisition date. These assets and liabilities pending finalization include intangible assets and liabilities. Differences between the preliminary and final valuation could be substantially different from the initial estimates.

	January 6,		Useful Lives In Years
Description	2017		From		To
	(amounts in
	thousands)
Assets
Land	$	2,539		non-depreciating
Buildings		217		15		25
Equipment		4,569		3		40
Total property plant and equipment		7,325
Deferred tax asset		287		life of underlying asset
Radio broadcasting licenses and goodwill		17,384		non-amortizing
Total assets		24,996
Liabilities
Unfavorable lease liabilities		735		over remaining lease life
Deferred tax liability		261		life of underlying liability
Total liabilities		996
Net assets	$	24,000

2016 Disposition

In March 2016, the Company sold certain assets of KRWZ AM in Denver, Colorado, for $3.8 million in cash. The Company believes that the sale of this station, with a marginal market share, did not alter the Company’s competitive position in the market. The Company reported a gain, net of expenses, of $0.3 million on the disposition of these assets.

Merger And Acquisition Costs    

The Company records merger and acquisition costs whether or not an acquisition occurs. These costs consist primarily of legal, professional and advisory services as well as restructuring costs (as identified below) related to the Company’s acquisitions in 2015.

There were merger and acquisition costs incurred during the first quarter of 2017 primarily in connection with the announced CBS Merger.

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	Three Months Ended
	March 31,
	2017		2016
	(amounts in thousands)
Merger and acquisition costs	$	10,271	$	—

The restructuring plan related to the Company’s acquisitions in 2015 included: (1) costs associated with exiting contractual vendor obligations as these obligations were duplicative; (2) a workforce reduction and realignment charges that included one-time termination benefits and related costs; and (3) lease abandonment costs. The lease abandonment costs are longer-term as the lease expires in June 2026. The estimated amount of unpaid restructuring charges as of March 31, 2017, after excluding the lease abandonment liability as of March 31, 2017, was included in accrued expenses as most expenses are expected to be paid within one year.

	Three Months			Year
	Ended			Ended
	March 31,			December 31,
	2017			2016
	(amounts in thousands)
Restructuring charges, beginning balance	$	650		$	1,686
Additions through accruals		—			—
Deductions through payments		(19	)		(1,036	)
Restructuring charges unpaid and outstanding		631			650
Less lease abandonment costs over a long-term period		(557	)		(576	)
Short-term restructuring charges unpaid and outstanding	$	74		$	74

Unaudited Pro Forma Summary Of Financial Information

The following pro forma information presents the consolidated results of operations as if the 2017 acquisition in Charlotte, North Carolina, had occurred as of January 1, 2016, after giving effect to certain adjustments, including: (1) depreciation and amortization of assets; (2) change in the effective tax rate; (3) interest expense on any debt incurred; and (4) merger and acquisition costs and restructuring charges. The pro forma information does not exclude the pro forma impact of any dispositions. These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made as of that date or results which may occur in the future.

20

	Three Months Ended
	March 31,
	2017			2016
	(amounts in thousands, except per share data)
	Actual			Pro Forma
Net revenues	$	97,452		$	100,007
Net income (loss) available to the Company	$	(9,742	)	$	3,033
Net income (loss) available to common shareholders	$	(10,292	)	$	2,620
Net income (loss) available to common shareholders per common share - basic	$	(0.26	)	$	0.07
Net income (loss) available to common shareholders per common share - diluted	$	(0.26	)	$	0.07
Weighted shares outstanding basic		38,910,322			38,477,724
Weighted shares outstanding diluted		38,910,322			39,259,540
Conversion of preferred stock for dilutive purposes

10. SHAREHOLDERS’ EQUITY

Dividend Equivalents

The Company’s grants of RSUs include the right, upon vesting, to receive a cash payment equal to the aggregate amount of dividends, if any, that holders would have received on the shares of common stock underlying their RSUs if such RSUs had been vested during the period.

The following table presents the amounts accrued and unpaid on unvested RSUs:

		Dividend Equivalent Liabilities
	Balance Sheet	March 31,		December 31,
	Location	2017		2016
		(amounts in thousands)
Short-term	Other current liabilities	$	155	$	260
Long-term	Other long-term liabilities		508		348
Total		$	663	$	608

Employee Stock Purchase Plan

The Company adopted the Entercom 2016 Employee Stock Purchase Plan (the “ESPP”) during the second quarter of 2016 that commenced with the third quarter of 2016. The ESPP allows participants to purchase the Company’s stock equal to 85% of the market value of such shares on the purchase date. The maximum number of shares authorized to be issued under the ESPP is 1.0 million. Pursuant to this plan, the Company does not record compensation expense to the employee as income subject to tax on the difference between the market value and the purchase price, as this plan was designed to meet the requirements of Section 423(b) of the Internal Revenue Code. The Company recognizes the 15% discount in the Company’s consolidated statements of operations as non-cash compensation expense.

21

	Three Months Ended
	March 31,
	2017		2016
	(amounts in thousands)
Number of shares purchased		15		—
Non-cash compensation expense recognized	$	32	$	—

11. CONTINGENCIES AND COMMITMENTS

Contingencies

If the CBS Radio Merger Agreement is terminated under certain circumstances, the Company will be required to pay CBS a termination fee of $30 million and the costs for the committed financing.

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 28, 2017.

12. SUBSEQUENT EVENTS

Events occurring after March 31, 2017, and through the date that these consolidated financial statements were issued were evaluated to ensure that any subsequent events that met the criteria for recognition have been included and are as follows:

On April 12, 2017, the Company filed a Registration Statement with the SEC on Form S-4 relating to the Merger. This filing contains details relating to share distribution, amounts, terms, and other information relating to the Merger.

On April 19, 2017, the Company filed a proxy statement relating to a special meeting of the shareholders in connection with the Merger.

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

In preparing the discussion and analysis contained in this Item 2, we presume that readers have read or have access to the discussion and analysis contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2017. In addition, you should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes included elsewhere in this report. Our results of operations during the relevant periods represent the operations of the radio stations owned or operated by us.

Results Of Operations For The Year-To-Date

The following significant factors affected our results of operations for the three months ended March 31, 2017, as compared to the three months ended March 31, 2016:

Merger And Acquisition Costs Incurred Under The CBS Radio Merger Agreement

On February 2, 2017, we and our newly formed wholly owned subsidiary (“Merger Sub”) entered into an Agreement and Plan of Merger (the “CBS Radio Merger Agreement”) with CBS Corporation (“CBS”) and its wholly owned subsidiary CBS Radio, Inc. (“CBS Radio”). Pursuant to the CBS Radio Merger Agreement, Merger Sub will merge with and into CBS Radio with CBS Radio surviving as our wholly owned subsidiary (the “Merger”). The Merger is expected to be tax free to CBS and its shareholders, and will be effected through a stock for stock Reverse Morris Trust transaction. The Merger will make us a leading local media and entertainment company with a nationwide footprint of stations including positions in all of the top 10 markets and 23 of the top 25 markets. The transactions contemplated by the CBS Radio Merger Agreement are subject to approval by our shareholders and customary regulatory approvals. Such approvals will require the divestiture of stations in certain markets due to FCC ownership limitations.

Transaction costs relating to the proposed Merger, including legal, advisory services and professional fees, of $10.3 million, were expensed as incurred during the first quarter of 2017 and are included in merger and acquisition costs.

Disposal Of FCC Broadcasting License Related To The Merger

We recorded a $13.5 million loss in the first quarter of 2017 in net gain/loss on sale or disposal of assets as a result of permanently discontinuing the operation of one of our stations and returning the station’s license to the FCC for cancellation, in order to facilitate the Merger.

Debt Refinancing Lowered Our Interest Expense

On November 1, 2016, we entered into a $540 million credit facility (the “Credit Facility”) and used the proceeds to: (1) refinance our outstanding senior credit facility (the “Former Credit Facility”) that was comprised of: (a) a term loan component (“Former Term B Loan”) with $223.0 million outstanding at the date of the refinancing; and (b) a revolving credit facility (the “Former Revolver”) with $3.0 million outstanding at the date of the refinancing; (2) fund the redemption of the $220.0 million 10.5% Senior Notes due December 1, 2019 (the “Senior Notes”) and discharge the Indenture governing the Senior Notes; (3) fund $11.6 million of accrued interest and a call premium of $5.8 million on the Senior Notes; and (4) pay transaction costs associated with the refinancing. This refinancing lowered our interest expense in the first quarter of 2017.

Charlotte Acquisition

On January 6, 2017, we completed a transaction 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 “Beasley Acquisition”). We used cash on hand to fund the acquisition. We commenced operations under a time brokerage agreement (“TBA”) for three of the stations on November 1, 2016 and the fourth station on January 6, 2017, that increased our net revenues, station operating expenses and depreciation and amortization expenses.

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Three Months Ended March 31, 2017 As Compared To The Three Months Ended March 31, 2016

	THREE MONTHS ENDED MARCH 31,
	2017			2016			% Change
	(dollars in millions)
NET REVENUES	$	97.5		$	96.1			1	%
OPERATING EXPENSE:
Station operating expenses		75.6			71.7			5	%
Depreciation and amortization expense		2.6			2.4			8	%
Corporate general and administrative expenses		10.6			7.6			39	%
Impairment loss		—			0.1			(100	%)
Merger and acquisition costs		10.3			—			nmf
Other operating (income) expenses		13.4			(0.4	)		nmf
Total operating expense		112.5			81.4			38	%
OPERATING INCOME (LOSS)		(15.0	)		14.7			(202	%)
NET INTEREST EXPENSE		6.0			9.4			(36	%)
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT)		(21.0	)		5.3			(496	%)
INCOME TAXES (BENEFIT)		(11.7	)		0.9			nmf
NET INCOME (LOSS) AVAILABLE TO THE COMPANY		(9.3	)		4.4			(311	%)
Preferred stock dividend		(0.6	)		(0.4	)		50	%
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS	$	(9.9	)	$	4.0			(348	%)

Net Revenues

Contributing to the increase in net revenues was the operation of four stations in the Charlotte market during the current quarter as compared to the prior year. Offsetting this increase, net revenues were negatively impacted by several factors including the reduction in political advertising and the return of a broadcasting license to the FCC in the first quarter of 2017 to facilitate the Merger.

Net revenues increased the most for our stations located in the Miami and Atlanta markets. Net revenues decreased the most for our stations located in the Denver and Los Angeles markets.

Station Operating Expenses

Station operating expenses increased in the mid-single digits for the current period primarily due to an increase in costs associated with operating additional stations acquired in Charlotte, North Carolina.

Station operating expenses include non-cash compensation expense of $0.2 million for the three months ended March 31, 2017 and March 31, 2016.

Depreciation And Amortization Expense

Depreciation and amortization expense increased primarily as a result of the depreciation and amortization associated with the stations acquired in Charlotte, North Carolina.

Corporate General And Administrative Expenses

Corporate general and administrative expenses increased primarily due to the increase in costs associated with: (1) certain contractual obligations of $1.3 million to a senior executive as a result of their non-renewal of an employment agreement; (2) an increase in deferred compensation expense of $0.6 million as our deferred compensation liability generally tracks the movements in the stock market; (3) an increase in corporate marketing capabilities and staff; and (4) legal costs associated with an FCC proceeding.

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Corporate general and administrative expenses include non-cash compensation expense of $1.4 million and $1.3 million for the three months ended March 31, 2017 and March 31, 2016, respectively.

Merger and acquisition costs

Merger and acquisition costs increased due to transaction costs relating to the proposed Merger. These costs primarily consist of legal, professional, and other advisory services.

Other operating (income) expenses

Other operating expenses increased primarily as a result of incurring a $13.5 million loss from permanently discontinuing the operation of one of our stations and returning the station’s license to the FCC for cancellation, in order to facilitate the Merger.

Operating Income (Loss)

Operating income in the current period decreased primarily due to: (1) the recognition of a $13.5 million loss from permanently discontinuing the operation of one of our stations and returning the station’s license to the FCC for cancellation, in order to facilitate the Merger; (2) an increase in merger and acquisition costs of $10.3 million in connection with the proposed Merger; and (3) an increase in corporate, general and administrative expenses for the reasons described above.

Interest Expense

Interest expense declined primarily as a result of the refinancing on November 1, 2016, that included the retirement of our Senior Notes using lower cost bank debt.

As a result of the refinancing, we expect interest expense to decrease in future periods as compared to the prior year.

Income (Loss) Before Income Taxes (Benefit)

The increase in the loss before income taxes was largely attributable to the transaction costs incurred in connection with the Merger and the loss generated as a result of incurring a $13.5 million loss from permanently discontinuing the operation of one of our stations and returning the station’s license to the FCC for cancellation, in order to facilitate the Merger.

Income Taxes (Benefit)

Tax Rate For The Three Months Ended March 31, 2017

The effective income tax rate was 55.6% which was determined using a forecasted rate based upon taxable income for the year. The income tax rate is estimated to be higher than in previous years primarily due to the amount of merger and acquisition costs forecasted for 2017 as a result of the Merger, as most of these costs are not deductible for federal and state income tax purposes. We estimate that our 2017 annual tax rate before discrete items, which may fluctuate from quarter to quarter, will be about 40% prior to the impact of nondeductible merger and acquisition costs incurred. Adjusting for these nondeductible merger and acquisition costs, we estimate the annual income tax rate will be approximately 50%.

As a result of adopting the amended accounting guidance for stock-based compensation on January 1, 2017, we recorded a discrete windfall income tax benefit of a $0.8 million from the vesting of stock-based awards with tax deductions in excess of the compensation expense recorded.

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Tax Rate For The Three Months Ended March 31, 2016

The effective income tax rate was 17.6%, which was impacted by discrete income tax benefits from recent legislation in certain single member states that allowed for: (1) the reversal of partial valuation allowances; and (2) a retroactive decrease in deferred tax liabilities associated with non-amortizable assets such as broadcasting licenses and goodwill. The impact of discrete items to the income tax rate is typically substantially greater in the first quarter of the year as income before income taxes is the lowest as compared to subsequent quarters.

Net Deferred Tax Liabilities

As of March 31, 2017, and December 31, 2016, our net deferred tax liabilities were $75.9 million and $92.9 million, respectively. The deferred tax liabilities primarily relate to differences between the book and tax bases of our broadcasting licenses and goodwill. As a result of adopting the amended accounting guidance for stock-based compensation further described in Note 1, Basis of Presentation and Significant Policies, we recorded a $4.6 million adjustment to equity on January 1, 2017. The corresponding debit was to deferred tax assets, effectively reducing the net deferred tax liabilities by the same amount.

Net Income (Loss) Available To The Company

The increase was primarily attributable to the reasons described above under Income (Loss) Before Income Taxes (Benefit), net of income tax expense.

Liquidity And Capital Resources

Liquidity

As of March 31, 2017, we had $465.0 million outstanding under our Credit Facility, which includes a term B loan of $458.0 million (the “Term B Loan”) and $7.0 million outstanding under a revolving credit facility (the “Revolver”). In addition, we had $0.7 million in outstanding letters of credit and $52.3 million available under the Revolver. As of March 31, 2017, we had $4.7 million in cash and cash equivalents. For the first quarter of 2017, we decreased our outstanding debt by $15.0 million.

The Refinancing

The Credit Facility

On November 1, 2016, we and our wholly owned subsidiary Entercom Radio, LLC, entered into a $540 million Credit Facility with a syndicate of lenders and used the proceeds to: (1) refinance our Former Credit Facility that was comprised of: (a) a Former Term B Loan with $223.0 million outstanding at the date of the refinancing; and (b) a Former Revolver with $3.0 million outstanding at the date of the refinancing; (2) fund the redemption effective December 1, 2016, of $220.0 million Senior Notes and discharge the indenture (the “Indenture”) governing the Senior Notes; (3) fund $11.6 million of accrued interest and a call premium of $5.8 million on the Senior Notes; and (4) pay transaction costs associated with the refinancing.

The Credit Facility is comprised of the Revolver and the Term B Loan.

The $60 million Revolver has a maturity date of November 1, 2021.    The undrawn amount of the Revolver was $52.3 million as of March 31, 2017. The amount of the Revolver available to us is a function of covenant compliance at the time of borrowing.

The $480 million Term B Loan has a maturity date of November 1, 2023.

The Term B Loan requires mandatory prepayments equal to a percentage of Excess Cash Flow, as defined within the agreement, subject to incremental step-downs, depending on the Consolidated Leverage Ratio. Beginning in 2018, the Excess Cash Flow payment will be due in the first quarter of each year, and is based on the Excess Cash Flow and Leverage Ratio for the prior year. The estimated Excess Cash Flow payment due in the first quarter of 2018 is included under the current portion of long-term debt, net of any prepayments made.

As of March 31, 2017, we were in compliance with all financial covenants then applicable and all other terms of the Credit Facility in all material respects. Our ability to maintain compliance with our covenants under the Credit Facility is highly dependent on our results of operations.

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As of March 31, 2017, our Consolidated Leverage Ratio was 4.0 times versus a covenant of 5.0 times and our Consolidated Interest Coverage Ratio was 4.8 times versus a covenant of 2.0 times.

Management believes that over the next 12 months we can continue to maintain compliance. Our operating cash flow remains positive, and we believe that cash on hand, cash from the Revolver and cash from operating activities will be sufficient to permit us to meet our liquidity requirements over the next 12 months, including our debt repayments.

Failure to comply with our financial covenants or other terms of our Credit Facility and any subsequent failure to negotiate and obtain any required relief from our lenders could result in a default under the Credit Facility. Any event of default could have a material adverse effect on our business and financial condition. The acceleration of our debt could have a material adverse effect on our business. We may seek from time to time to amend our Credit Facility or obtain other funding or additional funding, which may result in higher interest rates on our debt.

In connection with the CBS Radio Merger Agreement as described in Note 1, Basis of Presentation and Significant Policies, CBS Radio entered into a commitment letter with a syndicate of lenders (the “Commitment Parties”), pursuant to which the Commitment Parties committed to provide up to $500 million of senior secured term loans (the “CBS Radio Financing”) as an additional tranche under a credit agreement (the “CBS Radio Credit Agreement”) among CBS Radio, the guarantors named therein, the lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent. The proceeds of this additional tranche will be used to: (1) refinance our Credit Facility as described in Note 4, Long-Term Debt; (2) redeem our Perpetual Cumulative Convertible Preferred Stock; and (3) pay fees and expenses in connection with the refinancing. On March 3, 2017, CBS Radio entered into an amendment to the CBS Radio Credit Agreement, to, among other things, create a tranche of Term B-1 Loans in an aggregate principal amount not to exceed $500 million. The Term B-1 Loans, which replace the commitment, are expected to be funded by the Commitment Parties on the closing date of the Merger, subject to customary conditions. The Term B-1 Loans will be governed by the CBS Radio Credit Agreement and will mature on the date that is seven years after the closing date of the Merger. The Term B-1 Loans will require quarterly principal payments at an annual rate of 1% of the initial principal amount of the Term B-1 Loans, beginning with the first full fiscal quarter ending after the closing of the Merger. The Term B-1 Loans are expected to bear interest at a per annum rate equal to LIBOR plus 2.75%. Interest on the Term B-1 Loans will be payable at the end of each interest period, but in no event less frequently than quarterly.

The Former Credit Facility

On November 23, 2011, we entered into our prior credit agreement with a syndicate of lenders for a $425 million Credit Facility, which was initially comprised of: (a) a $50 million Revolver (reduced to $40 million in December 2015) that was set to mature on November 23, 2016; and (b) a $375 million Term B Loan that was set to mature on November 23, 2018.

In connection with the refinancing described above, on December 1, 2016, amounts outstanding under the Former Credit Facility were repaid in full.

The Senior Notes

In connection with the refinancing described above, on November 1, 2016, we issued a call notice to redeem our Senior Notes with an effective date of December 1, 2016. On November 1, 2016, we deposited the following funds in escrow to satisfy our obligation under the Senior Notes and discharge the Indenture governing the Senior Notes: (1) $220.0 million to redeem the Senior Notes in full; (2) $11.6 million for accrued and unpaid interest through December 1, 2016; and (3) $5.8 million for a call premium for the early retirement of the Senior notes.

Perpetual Cumulative Convertible Preferred Stock

On July 16, 2015, the Company acquired under a Stock Purchase Agreement with The Lincoln National Life Insurance Company the stock of one of its subsidiaries, Lincoln Financial Media Company (“Lincoln”) which held through subsidiaries the assets and liabilities of radio stations serving the Atlanta, Denver, Miami, and San Diego markets (the “Lincoln Acquisition”).

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Upon closing on the Lincoln Acquisition in 2015, we issued $27.5 million in perpetual cumulative convertible preferred stock (“Preferred”) that in the event of a liquidation, ranks senior to common stock in our capital structure. The Preferred is convertible by Lincoln into a fixed number of shares after a three-year waiting period, subject to customary anti-dilution provisions. At certain times (including the first three years after issuance), we can redeem the Preferred in cash at a price of 100%. The dividend rate on the Preferred increases over time from 6% to 12%. We declared and paid dividends in each of the quarters since the Preferred was issued.

As described above, the Preferred is expected to be redeemed in full in connection with the CBS Radio Merger Agreement.

Operating Activities

Net cash flows provided by operating activities were $5.7 million and $23.7 million for the three months ended March 31, 2017 and 2016, respectively. The cash flows from operating activities decreased primarily due to: (1) the increase in merger and acquisition costs of $10.3 million associated with the Merger; and (2) a $6.0 million decrease in cash available from working capital, primarily due to the timing of our interest expense payments.

Investing Activities

Net cash flows used in investing activities were $27.0 million for the three months ended March 31, 2017, which primarily reflected the cash paid to complete the Beasley Acquisition of $24.0 million and additions to property and equipment of $2.4 million.

Net cash flows provided by investing activities were $2.7 million for the three months ended 2016, which primarily reflected the proceeds from the sale of a Denver AM station of $3.8 million, offset by additions to property and equipment of $1.0 million.

Financing Activities

Net cash flows used in financing activities were $20.8 million and $20.9 million for the three months ended March 31, 2017 and 2016, respectively.

For the three months ended March 31, 2017, the cash flows used in financing activities primarily reflect the reduction of our net borrowings of $15.0 million and the payment of common stock dividends of $2.9 million. For the three months ended March 31, 2016, the cash flows used in financing activities primarily reflect the reduction of our net borrowings of $18.2 million.

Dividends

During the second quarter of 2016, we commenced an annual $0.30 per share common stock dividend program, with payments that approximate $2.9 million per quarter. Any future dividends will be at the discretion of the Board of Directors based upon the relevant factors at the time of such consideration, including, without limitation, compliance with the restrictions set forth in our Credit Facility and the CBS Radio Merger Agreement.

Dividends on our Preferred were paid in each quarter commencing in October 2015.

Income Taxes

During the first quarter of 2017, we paid $0.1 million in federal and state income taxes. We expect that our quarterly federal and state corporate net income tax obligations will be minimal for the balance of the year as we have significant net operating loss carryovers available to offset future income. We do expect to make federal alternative minimum tax (“AMT”) payments during subsequent quarters. The AMT is a credit available to offset income tax liabilities in future years.

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Capital Expenditures

Capital expenditures for the first quarter of 2017 were $2.4 million. We anticipate that total capital expenditures in 2017 will be between $14.0 million and $16.0 million. Capital expenditures this year are estimated to be higher primarily due to the relocation of studio facilities in several markets.

Contractual Obligations

If the CBS Radio Merger Agreement is terminated under certain circumstances, we will be required to pay CBS a termination fee of $30 million and the costs for the committed financing.

Excluding any contractual obligations associated with the Merger that was entered into on February 2, 2017, as of March 31, 2017, there have been no net material changes in the total amount from the contractual obligations listed in our Form 10-K for the year ended December 31, 2016, filed with the SEC on February 28, 2017.

Off-Balance Sheet Arrangements

As of March 31, 2017, we did not have any material off-balance sheet transactions, arrangements or obligations, including contingent obligations.

As of December 31, 2016, we had a Variable Interest Entity (“VIE”) that required consolidation. As of December 31, 2016, we consolidated the assets and liabilities of the VIE within our consolidated financial statements, using fair values for the assets and liabilities as if we had closed on Beasley as of December 31, 2016. The consolidated assets and liabilities of the consolidated VIE at December 31, 2016, represented only the assets and liabilities of the three stations held in a trust (“Charlotte Trust”). Upon the completion of the acquisition from Beasley on January 6, 2017, we reversed the VIE amounts and recorded the assets and liabilities of all four radio stations based upon the preliminary purchase price allocation. Refer to Note 9, Business Combinations, for additional information.

We do not have any other relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet financial arrangements or other contractually narrow or limited purposes as of March 31, 2017. Accordingly, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Future Impairments

We may find it necessary to take impairment charges in future periods based on conditions at that time. Any such impairment could be material.

Critical Accounting Policies

There have been no material changes to our critical accounting policies from the information provided in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2016, and filed with the SEC on February 28, 2017.

ITEM 3. Quantitative And Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in interest rates on our variable rate senior debt (the Term B Loan and Revolver).

As of March 31, 2017, if the borrowing rates under LIBOR were to increase 1% above the current rates, our interest expense on: (1) our Term B Loan would increase $4.5 million on an annual basis as our Term B Loan provides for a minimum LIBOR floor; and (2) our Revolver would increase by $0.6 million, assuming our entire Revolver was outstanding as of March 31, 2017.

From time to time, we may seek to limit our exposure to interest rate volatility through the use of interest rate hedging instruments.

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Assuming LIBOR remains flat, interest expense is expected to be lower due to the decrease in our outstanding debt upon which interest is computed.

As of March 31, 2017, there were no interest rate hedging transactions outstanding.

From time to time, we invest in cash equivalents that are money market instruments consisting of short-term government securities and repurchase agreements that are fully collateralized by government securities. When such investments are made, we do not believe that we have any material credit exposure with respect to these assets. As of March 31, 2017, we did not have any investments in money market instruments.

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

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

ITEM 4. Controls And Procedures

Evaluation Of Controls And Procedures

We maintain “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) that are designed to ensure that: (i) information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms; and (ii) such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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

Changes In Internal Control Over Financial Reporting

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

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PART II

OTHER INFORMATION

ITEM 1. Legal Proceedings

There were no material developments relating to the legal proceedings described in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on February 28, 2017.

ITEM 1A. Risk Factors

There have been no material changes to the Risk Factors described in our Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission on February 28, 2017.

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

The following table provides information on our repurchases during the quarter ended March 31, 2017:

					(c)		(d)
					Total		Maximum
					Number Of		Approximate
					Shares		Dollar Value
					Purchased		Of
					As		Shares That
	(a)		(b)		Part Of		May Yet Be
	Total		Average		Publicly		Purchased
	Number		Price		Announced		Under
	Of Shares		Paid		Plans Or		The Plans
Period (1)	Purchased		Per Share		Programs		Or Programs
January 1, 2017 - January 31, 2017		—	$	—		—	$	—
February 1, 2017 - February 28, 2017		157,739	$	15.44		—	$	—
March 1, 2017 - March 31, 2017		—	$	—		—	$	—
Total		157,739				—

⁽¹⁾  As a result of our withholding shares to satisfy employee tax obligations related to the vesting of restricted stock units during the three months ended March 31, 2017, we are deemed to have repurchased the following shares withheld to satisfy employees’ tax obligations: 157,739 shares at an average price of $15.44 per share in February 2017; These shares are included in the table above.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

N/A

ITEM 5. Other Information

None.

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ITEM 6. Exhibits

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of February 2, 2017, by and among CBS Corporation, CBS Radio Inc., Entercom Communications Corp. and Constitution Merger Sub Corp. (Incorporated by reference to Exhibit 2.1 of Entercom’s Current Report on Form 8-K filed on February 3, 2017)
2.2	Master Separation Agreement, dated as of February 2, 2017, by and between CBS Corporation and CBS Radio Inc. (Incorporated by reference to Exhibit A to Exhibit 2.1 to Entercom’s Current Report on Form 8-K filed on February 3, 2017)
3.1	Amended and Restated Articles of Incorporation of Entercom Communications Corp. (Incorporated by reference to Exhibit 3.01 to Entercom’s Amendment to Registration Statement on Form S-1, as filed on January 27, 1999 (File No. 333-61381), Exhibit 3.1 of Entercom’s Current Report on Form 8-K as filed on December 21, 2007 and Exhibit 3.02 to Entercom’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, as filed on August 5, 2009).
3.2	Amended and Restated Bylaws of Entercom Communications Corp. (Incorporated by reference to Exhibit 3.1 to Entercom’s Current Report on Form 8-K filed on February 21, 2008)
3.3	Amendment to Amended and Restated Bylaws of Entercom Communications Corp. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on February 3, 2017)
3.4	Statement with Respect to Shares, filed with the Pennsylvania Department of State on July 16, 2015. (Incorporated by reference to an Exhibit 3.1 to our Current Report on Form 8-K filed on July 17, 2015)
4.1	Credit Agreement, dated as of November 1, 2016, among Entercom Radio, LLC, as the Borrower, Entercom Communications Corp., as the Parent, Bank of America, N.A. as Administrative Agent and the lenders party thereto. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on November 2, 2016)
4.2	Registration Rights Agreement, dated July 16, 2015, by and between Entercom Communications Corp. and The Lincoln National Life Insurance Company. ((Incorporated by reference to an Exhibit 4.1 to our Current Report on Form 8-K filed on July 17, 2015)
10.1	Voting Agreement, dated as of February 2, 2017, by and among Entercom Communications Corp. and the shareholders of Entercom Communications Corp. included therein. (Incorporated by reference to Exhibit I to Exhibit 2.1 of Entercom’s Current Report on Form 8-K filed on February 3, 2017)
10.2	Field Family Side Letter Agreement, dated as of February 2, 2017, by and among Entercom Communications Corp. and the shareholders of Entercom Communications Corp. included therein (incorporated by reference to Exhibit H to Exhibit 2.1 of Entercom’s Current Report on Form 8-K filed on February 3, 2017)
10.3	First Amendment to Amended and Restated Employment Agreement, dated February 28, 2017, between Entercom Communications Corp. and Stephen F. Fisher. (*)
10.4	Employment Agreement, dated March 20, 2017, between Entercom Communications Corp. and Richard J. Schmaeling. (*)
31.01	Certification of President and Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), as created by Section 302 of the Sarbanes-Oxley Act of 2002. (5)
31.02	Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), as created by Section 302 of the Sarbanes-Oxley Act of 2002. (5)
32.01	Certification of President and Chief Executive Officer pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. (#)

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Exhibit Number	Description
32.02	Certification of Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. (#)
101.INS	XBRL Instance Document (*)
101.SCH	XBRL Taxonomy Extension Schema Document (*)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (*)
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document (*)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (*)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (*)

(#) These exhibits are submitted herewith as “accompanying” this Quarterly Report on Form 10-Q and shall not be deemed to be “filed” as part of such Quarterly Report on Form 10-Q.

(*) Filed herewith.

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SIGNATURES

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

	ENTERCOM COMMUNICATIONS CORP.
	(Registrant)
Date: May 9, 2017	/S/ David J. Field
	Name:	David J. Field
	Title:	President and Chief Executive Officer
	(principal executive officer)
Date: May 9, 2017	/S/ Richard J. Schmaeling
	Name:	Richard J. Schmaeling
	Title:	Executive Vice President and Chief Financial Officer
	(principal financial officer)

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EXHIBIT INDEX

Exhibit Number	Description
2.1	Agreement and Plan of Merger, dated as of February 2, 2017, by and among CBS Corporation, CBS Radio Inc., Entercom Communications Corp. and Constitution Merger Sub Corp. (Incorporated by reference to Exhibit 2.1 of Entercom’s Current Report on Form 8-K filed on February 3, 2017)
2.2	Master Separation Agreement, dated as of February 2, 2017, by and between CBS Corporation and CBS Radio Inc. (Incorporated by reference to Exhibit A to Exhibit 2.1 to Entercom’s Current Report on Form 8-K filed on February 3, 2017)
3.1	Amended and Restated Articles of Incorporation of Entercom Communications Corp. (Incorporated by reference to Exhibit 3.01 to Entercom’s Amendment to Registration Statement on Form S-1, as filed on January 27, 1999 (File No. 333-61381), Exhibit 3.1 of Entercom’s Current Report on Form 8-K as filed on December 21, 2007 and Exhibit 3.02 to Entercom’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, as filed on August 5, 2009).
3.2	Amended and Restated Bylaws of Entercom Communications Corp. (Incorporated by reference to Exhibit 3.1 to Entercom’s Current Report on Form 8-K filed on February 21, 2008)
3.3	Amendment to Amended and Restated Bylaws of Entercom Communications Corp. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on February 3, 2017)
3.4	Statement with Respect to Shares, filed with the Pennsylvania Department of State on July 16, 2015. (Incorporated by reference to an Exhibit 3.1 to our Current Report on Form 8-K filed on July 17, 2015)
4.1	Credit Agreement, dated as of November 1, 2016, among Entercom Radio, LLC, as the Borrower, Entercom Communications Corp., as the Parent, Bank of America, N.A. as Administrative Agent and the lenders party thereto. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on November 2, 2016)
4.2	Registration Rights Agreement, dated July 16, 2015, by and between Entercom Communications Corp. and The Lincoln National Life Insurance Company. ((Incorporated by reference to an Exhibit 4.1 to our Current Report on Form 8-K filed on July 17, 2015)
10.1	Voting Agreement, dated as of February 2, 2017, by and among Entercom Communications Corp. and the shareholders of Entercom Communications Corp. included therein. (Incorporated by reference to Exhibit I to Exhibit 2.1 of Entercom’s Current Report on Form 8-K filed on February 3, 2017)
10.2	Field Family Side Letter Agreement, dated as of February 2, 2017, by and among Entercom Communications Corp. and the shareholders of Entercom Communications Corp. included therein (incorporated by reference to Exhibit H to Exhibit 2.1 of Entercom’s Current Report on Form 8-K filed on February 3, 2017)
10.3	First Amendment to Amended and Restated Employment Agreement, dated February 28, 2017, between Entercom Communications Corp. and Stephen F. Fisher. (*)
10.4	Employment Agreement, dated March 20, 2017, between Entercom Communications Corp. and Richard J. Schmaeling. (*)
31.01	Certification of President and Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), as created by Section 302 of the Sarbanes-Oxley Act of 2002. (5)
31.02	Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), as created by Section 302 of the Sarbanes-Oxley Act of 2002. (5)
32.01	Certification of President and Chief Executive Officer pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. (#)

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Exhibit Number	Description
32.02	Certification of Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002. (#)
101.INS	XBRL Instance Document (*)
101.SCH	XBRL Taxonomy Extension Schema Document (*)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (*)
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document (*)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (*)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (*)

(#) These exhibits are submitted herewith as “accompanying” this Quarterly Report on Form 10-Q and shall not be deemed to be “filed” as part of such Quarterly Report on Form 10-Q.

(*) Filed herewith.

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EX-10.3

EXHIBIT 10.3

FIRST AMENDMENT TO AMENDED

AND RESTATED EMPLOYMENT AGREEMENT

This First Amendment (this “Amendment”) is entered into as of February     , 2017, between Entercom Communications Corp., a Pennsylvania corporation (the “Company”), and Stephen F. Fisher (“Employee” or “you”) in order to amend as follows that certain Amended and Restated Employment Agreement, effective as of October 27, 2015, between the Company and Employee (the “Employment Agreement”).

1.    Term. Section 1 of the Employment Agreement is hereby amended in its entirety to read as follows:

“Term. The term of this Agreement shall commence as of the Effective Date and continue through January 31, 2018.”

2.    Compensation.

A new sentence is added to the end of current Section 2(b) of the Employment Agreement to read in its entirety as follows:

“Effective for the period commencing on March 1, 2017 and ending on April 30, 2017, your semi-monthly salary will be equal to Twenty-Seven Thousand Six Hundred and Seventy-Two Dollars and Seventeen Cents ($27,672.17).”

A new Section 2(c) is hereby added to the Employment Agreement to read as follows:

“(c)    During the period commencing on May 1, 2017 and ending on the earlier of January 31, 2018 or the termination of this Agreement under Section 8 hereof, you shall provide transition services as an employee of the Company and the Company will pay you a monthly payment of thirty-six thousand one hundred and eleven dollars ($36,111) as consideration for such services (or such greater amount as the parties may mutually agree). It is the intent of the parties hereto that the level of transition services so provided shall be at least twenty percent (20%) of the average level of services performed by you for the Company over the thirty-six (36)-month period immediately preceding April 30, 2017 (such average level, the “Service Threshold”); provided, that if, following May 1, 2017, upon thirty (30) days prior notice by either party for any reason, the level of transition services you provide materially diminishes from those provided during the period from March 1, 2017 through April 30, 2017, your payments as consideration for such services shall be reduced to thirteen thousand six hundred and eleven dollars ($13,611) per month or such other monthly amount between thirteen thousand six hundred and eleven dollars ($13,611) and the monthly payment amount set forth in the immediately preceding sentence as the parties may mutually agree (the actual payment amount, the “Transition Payment”) immediately following such thirty (30) day notice period. Notwithstanding anything to the contrary, the parties hereto acknowledge and agree that if the level of transition services you provide is reduced to a level that is less than twenty percent (20%) of the Service Threshold, you will be deemed to have incurred a Separation from Service (as defined below) with the Company.”

3.    Annual Incentive Bonus. Section 3 of the Employment Agreement is further hereby amended to add the following paragraph thereto, immediately following the first paragraph of Section 3:

“Notwithstanding anything herein to the contrary, for the 2017 fiscal year, you will not be eligible for an Annual Incentive Bonus and, in lieu thereof, you will be entitled to a cash bonus in an amount equal to six hundred and fifty thousand dollars ($650,000), which bonus shall be paid to you on or around January 31, 2018.”

4.    Equity Compensation. A new Section 5(d) is hereby added to the Employment Agreement to read as follows:

“For the Company’s 2017 fiscal year, you will not be eligible to receive an equity grant.”

5.    Duties. A new paragraph is added to the end of current Section 7 of the Employment Agreement to read in its entirety as follows:

“Notwithstanding the foregoing, for the period commencing not later than April 30, 2017 and ending on January 31, 2018 you shall cease to serve as Chief Financial Officer & Executive Vice President of the Company. Thereafter during the term of this Agreement, you agree to provide transition services as an employee of the Company with respect to the integration and transition of the Company as may be assigned by the Board, the CEO or the President of the Company. The parties agree that you may provide services from your Florida residence during some portions of the extended term.”

6.    Termination. The second paragraph of Section 8(b) is hereby deleted in its entirety and Section 8(c) is hereby amended in its entirety to read as follows:

“(c)    If this Agreement (i) expires on January 31, 2018 without being renewed or extended; or (ii) you incur a Separation from Service (as defined in Section 13 below) with the Company prior to January 31, 2018 for any reason other than as a result of the termination of this Agreement by the Company for Cause, including, by reason of your death (such date of expiration or Separation from Service, as applicable, the “Separation Date”), then subject to Section 13 hereof, the Company shall be obligated to pay to you (or your legal representatives or estate, as applicable) on the sixtieth (60^th) day after the Separation Date (x) a one-time bonus equal to your then-current Annual Incentive Bonus target as specified in Section 3 hereof (determined based on your salary as of April 30, 2017) and, (y) beginning with the first payroll period following the sixtieth (60^th) day following the Separation Date, payment of your salary (determined based on your salary as of April 30, 2017) and auto allowance in accordance with the Company’s regular payroll practices for a period of one (1) year from the Separation Date; provided, however that the initial payment shall include salary and auto allowance amounts for all payroll periods from the Separation Date through the date of such initial payment. Any options held by you that are vested as of the Separation Date may be exercised at any

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time within the later of January 31, 2020 or ninety (90) days from the date of vesting, but in no event later than the expiration of their original ten (10) year term. Such continued payments are expressly conditioned on the following (other than in the event of your death): (I) your signing a release in form satisfactory to the Company (substantially in the form attached hereto as Exhibit A) releasing the Company and all of its officers, directors, employees and agents from any and all claims or liabilities arising out of your employment as well as the termination of employment and such release becoming effective prior to the sixtieth (60^th) day following the Separation Date; and (II) your full compliance with the restrictive covenants contained in Section 9 hereof. For the avoidance of doubt, if you incur a qualifying Separation from Service but remain employed by the Company by reason of the level of transition services you provide being reduced to a level that is less than twenty percent (20%) of the Service Threshold, you shall become entitled to (x) the separation payments and benefits described in this Section 8(c), subject to the terms and conditions hereof, and (y) continued payment by the Company of the Transition Payment in consideration for such transition services so provided until January 31, 2018 (or such earlier date on which your employment with the Company is terminated).”

7.    Restrictive Covenants. Section 9(a) of the Employment Agreement is hereby amended to read in its entirety as follows:

“(a)    Non-Competition. It is understood and agreed that so long as you are employed by the Company or being paid your salary after termination of employment as provided in this Agreement and for a period of one (1) year thereafter you will not directly or indirectly, provide any service either as an employee, employer, consultant, contractor, agent, principal, partner, substantial stockholder, corporate officer or director of or for a company or enterprise which competes in any material manner with the then-present or planned business activities of the Company; provided that nothing herein shall prohibit you from serving as a non-employee member of the board of directors of any radio company that is not a top three radio company (determined based on annual revenue and excluding the Company). The foregoing notwithstanding, if the Company either (i) elects to terminate your employment for reasons other than Cause or (ii) offers you a salary and bonus package which is lower than your then-current package in connection with an election by the Company to renegotiate the terms of this Agreement and your employment terminates due to a failure to reach agreement on a lower salary and bonus package, then in either such event the length of the foregoing covenant against competition shall be reduced to the period following the termination of your employment which is the sum of: (i) any period of notice provided for in this Agreement for which you are given payment in lieu thereof; (ii) the time of any salary continuation as provided in this Agreement plus the time equivalent, at your then-current salary rate, of any additional payments made to you in connection with such termination; and (iii) three (3) months. For purpose of the foregoing “planned business activities” shall mean a business initiative materially discussed by the Board or which is currently under material consideration by the Board or which has been approved by the Board.”

8.    Release. The form of Separation and Release Agreement attached hereto as Exhibit A is incorporated herein by reference.

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9.    No Other Changes to the Employment Agreement. Except as expressly amended by this Amendment, all of the terms of the Employment Agreement shall remain in full force and effect.

[Signature page follows]

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IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first set forth above.

/STEPHEN F. FISHER/

Stephen F. Fisher

Date: 2/24, 2017

Entercom Communications Corp.

/DAVID J. FIELD/

David J. Field

President and Chief Executive Officer

Date: 2/24, 2017

[Signature page to Amendment to Employment Agreement]

Exhibit A

Form of Separation Agreement and Release

A-1

EX-10.4

EXHIBIT 10.4

EMPLOYMENT AGREEMENT

This Agreement is made as of March 20, 2017, by and between Entercom Communications Corp., a Pennsylvania corporation (hereinafter referred to as the “Company” or “we”), and Richard Schmaeling (hereinafter referred to as “Employee” or “you”).

The Company shall employ Employee and Employee hereby accepts employment with the Company upon the terms, conditions and provisions of this Agreement as set forth below.

1. Term. The term of this Agreement shall commence on April 18, 2017 and continue through April 30, 2021, subject to termination as provided herein.

2. Salary and Benefits. You will be paid a salary as follows:

a. For the period from April 18, 2017 to April 30, 2018, you will be paid, on a semi-monthly basis, an annualized salary of $525,000.

b. Commencing May 1, 2018 and each May 1 thereafter, your salary shall be increased by not less than three percent (3%) or such greater amount as may be determined by the Company in its sole discretion.

Such salary and any other compensation to be paid to you hereunder will be subject to all payroll deductions or withholding authorized by you or required by federal, state or local laws or regulations.

In addition, you will be eligible to participate in the Company’s 401(k) plan and you will be provided with such insurance, leave and other benefits generally available to officers of the Company, as governed by the applicable plan documents and Company policy, provided, that you will accrue vacation time at the rate of no less than twenty (20) days per calendar year (or more as required by Company policy for officers) in accordance with the Company’s vacation policy.

3. Annual Incentive Bonus. You will be eligible for an annual cash bonus with a target amount equal to eighty percent (80%) of your annual salary in the year for which the bonus is paid (“Annual Incentive Bonus”), provided however for calendar year 2017, the target amount shall be five-sixths (5/6) of a full year cash bonus. The actual amount of such bonus will be determined in the sole discretion of the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board of Directors”) based on a review of the Company’s performance and your performance during the fiscal year then ended. Notwithstanding the forgoing, you must work through the end of the fiscal year in question to be eligible for the bonus for that year. The amount of the bonus will be determined and paid as soon as reasonably practicable following the receipt of the Company’s financial statements for the fiscal year in question, but in no event later than two and one-half (2 ¹⁄₂) months following the end of the fiscal year for which such bonus is earned.

4. Car Allowance. You will receive a monthly car allowance of $1,000 per month for each month that this Agreement is in effect.

5. Initial Grant of Restricted Stock. Shortly following the closing of the Company’s acquisition of CBS Radio Inc. (or the termination of the underlying merger agreement without closing), the Compensation Committee will grant you 50,000 shares of restricted stock under the Entercom Equity Compensation Plan (including any replacement thereof) (the “Plan”). Subject to your continued employment with the Company through the vesting date, such grant shall vest as follows: 50% on the second anniversary of the date of commencement of your employment hereunder and 25% on each of the third and fourth anniversaries of the date of commencement of your employment hereunder. Consistent with the foregoing, the terms of such grant shall be set forth in a grant instrument in the form approved by the Compensation Committee.

6. Future Equity Grants. Commencing with the Company’s 2018 fiscal year, you will be eligible to receive annual equity grants with a target value of $600,000, as determined in the discretion of the Compensation Committee based upon the recommendation of the Chief Executive Officer of the Company (the “CEO”). Subject to your continued employment with the Company through the vesting date, such equity grant shall vest as follows: 50% on the second anniversary of the date of grant and 25% on each of the third and fourth anniversaries of the date of grant. Consistent with the foregoing, the terms of any such grants shall be set forth in a grant instrument in the form approved by the Compensation Committee.

7. Duties. You will serve as Executive Vice President and Chief Financial Officer of the Company, reporting directly to the CEO. You will be responsible for the general management and supervision of the fiscal affairs of the Company and such other duties as may be assigned to you by the Board of Directors or the CEO, which may include supervision of various other corporate staff functions. As part of such duties and responsibilities, you shall see that a full and accurate accounting of all financial transactions of the Company is made, oversee the investment and reinvestment of the capital funds of the Company, cooperate in the conduct of the annual audit of the Company’s financial records and manage the relationships with the Company’s lenders and investors. You agree that you will devote your full time and best efforts to the Company’s business and will not accept any outside employment without the prior written consent of the CEO of the Company, provided, however, that you may serve on the board of directors or similar position with one or more not for profit organizations provided such duties do not materially detract from your services to the Company.

8. Termination. This Agreement may be terminated during the initial term or any renewal term as follows:

a. The Company may terminate this Agreement and your employment hereunder at any time for Cause and without further obligation hereunder. For purposes of this Agreement, “Cause” shall include the following (as determined by the Company in its reasonable discretion): (i) you have engaged in fraud, embezzlement, theft, commission of a felony or proven dishonesty in the course your employment or service; (ii) you have breached any material provision of this Agreement, including without limitation, violating any of the restrictive covenants contained in Section 9 hereof; or (iii) you have intentionally disclosed trade secrets or confidential information of the Company to persons not entitled to receive such information. Any such termination for Cause shall occur only following notice to the Employee and a reasonable opportunity to cure, provided the action or failure to act alleged to constitute Cause is subject to cure.

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b. The Company may terminate this Agreement and your employment hereunder at any time for its convenience and without Cause. The Employee may terminate this Agreement and his employment hereunder at any time for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (i) a material diminution in the Employee’s position, authority or duties or in his direct reporting to the CEO without his prior written consent; (ii) a reduction in the Employee’s salary or target annual incentive bonus for any calendar year without his prior written consent; (iii) the relocation of the Employee’s job location by more than thirty-five (35) miles without his prior written consent; or (iv) the Company’s material breach of the terms of this Agreement; provided, however, that no such occurrence shall constitute the basis for a termination for Good Reason unless the Employee shall notify the Company in writing within sixty (60) days of such occurrence that he considers the occurrence to be the basis for a termination for Good Reason and the Company does not cure such occurrence within thirty (30) days of receipt of written notice from Employee, provided the occurrence is subject to cure. In the event of a termination of this Agreement and your employment hereunder by (x) the Company without Cause (and other than due to disability) or (y) the Employee for Good Reason, in either case subject to the conditions set forth below, the Company shall be obligated to (i) beginning with the first payroll period following the sixtieth (60th) day following your termination, continue to pay you the salary in accordance with the Company’s regular payroll practices for one (1) year from the date of such termination, provided, that the initial payment shall include salary for all payroll periods from the date of termination through the date of such initial payment; (ii) pay you on the sixtieth (60th) day after your termination, a one-time bonus in an amount equal to the Annual Incentive Bonus that you were paid in the year immediately preceding the year in which your termination occurs (or if such termination occurs before any bonus has been paid, your target annual bonus for the year of termination), prorated in accordance with the number of days from January 1 to the date of such termination in the year in which such termination occurs; and (iii) provide that all grants of equity made through the effective date of such termination will continue to vest through the period ending on the one (1) year anniversary of such termination, as if you had remained employed hereunder through that date (collectively, the “Severance Benefits”). Your receipt of the Severance Benefits is expressly conditioned on: (x) your agreeing to a general release in form satisfactory to the Company and that is both customary and reasonable for the purpose, releasing the Company and its affiliated entities and all of their officers, directors, employees and agents from any and all claims or liabilities arising out of your employment and/or the termination of employment and such release becoming effective prior to the sixtieth (60^th) day following the date of your termination of employment, (y) your full compliance with the restrictive covenants contained in Section 9 hereof; and (z) for a period of twelve (12) months following the date of your termination, your availability to provide at mutually agreed upon times consistent with your family commitments and the obligations of any new employment you undertake, and, if reasonably requested by the Company, your provision of consultative services related to the Company’s transition to your successor, i.e., if you fail to timely sign or revoke a customary and reasonable release, violate any of the restrictive covenants contained in Section 9 hereof, or fail to provide requested consultative services subject to the limitations described above, the Severance Benefits shall cease and any then-unvested equity grants will be forfeited. Any payments made under this Section 8.a incident to a termination of employment shall be in lieu of and in satisfaction of all claims for severance, payment in lieu of notice or other compensation which may otherwise arise upon termination of employment with the Company, except for payment of salary and auto allowance earned through the date of termination and payment of earned but unused vacation in accordance with Company policy then in existence.

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c. If (i) a Change in Control (as defined below) occurs during the initial term or any renewal term of this Agreement; and (ii) a termination of this Agreement and your employment hereunder by the Company without Cause or by you for Good Reason occurs as a result of a Change of Control during the period commencing on the date of execution of a binding agreement which would result in a Change in Control if consummated and ending on the twelve (12) month anniversary of the consummation of such Change in Control, then you shall be entitled to the Severance Benefits, subject to the terms and conditions thereof (including, without limitation, those requirements that you must satisfy as a condition to your receipt of the Severance Benefits), except that for purposes of this Section 8.c, all of your then-outstanding equity grants, to the extent not previously vested, which are subject to vesting solely on the basis of time shall fully vest and become immediately exercisable or settled as of the date of such termination of employment (which shall be in lieu of any continued vesting of such equity grants pursuant to clause (iii) of Section 8.b). For purposes of this paragraph, a “Change in Control” shall mean any transaction or series of related transactions the consummation of which results in another individual or entity holding or having a beneficial interest in shares of the Company’s capital stock that represent more than fifty percent (50%) of the voting power of the Company’s outstanding capital stock; provided, that a Change of Control shall not include: (1) the consummation of the Company’s acquisition of CBS Radio Inc.; or (2) any transaction which results in the Field Family or any group thereof holding or having a beneficial interest in shares of the Company’s capital stock that represent more than fifty percent (50%) of the voting power of the Company’s outstanding capital stock.

d. If this Agreement terminates as of April 30, 2021 and not later than April 1, 2021 the Company has made you an offer to continue your employment with a salary and bonus package which is equal to or greater than your then current salary and Annual Incentive Bonus package (a “Qualified Offer”), such termination of this Agreement shall not be deemed a termination by the Company without Cause and you shall not be entitled to receive any Severance Benefits as a result therefrom. In the event of any such termination of this Agreement where the Company has not made a Qualified Offer and your employment with the Company terminates as a result therefrom, then the Company shall be obligated, beginning with the first payroll period following the sixtieth (60th) day following your termination, to continue to pay you the salary in accordance with the Company’s regular payroll practices for a period of one (1) year from the date of such termination; provided, that the initial payment shall include salary for all payroll periods from the date of termination through the date of such initial payment. Such payments are expressly conditioned on: (i) your agreeing to a general release in form satisfactory to the Company that is both customary and reasonable for the purpose, releasing the Company and its affiliated entities and all of their officers, directors, employees and agents from any and all claims or liabilities arising out of your employment and/or the termination of employment and such release becoming effective prior to the sixtieth (60^th) day following the date of your termination of employment, (ii) your full compliance with the restrictive covenants contained in Section 9 hereof; and (iii) for a period of twelve (12) months following the date of your termination, your availability to provide at mutually agreed upon times consistent with your family commitments and the obligations of any new employment you may undertake, and, if reasonably requested by the Company, your provision of consultative services related to the

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Company’s transition to your successor, i.e., if you fail to timely sign or revoke a customary and reasonable release, violate any of the restrictive covenants contained in Section 9 hereof, or fail to provide requested consultative services subject to the limitations described above, such continued salary payments shall cease. Any continued employment pursuant to a Qualified Offer or any alternative thereto agreed to by the parties shall be deemed an extension of the term and the provisions of this Agreement shall continue in full force and effect, except to the extent modified by the Qualified Offer or any alternative thereto agreed to by the parties.

9. Restrictive Covenants. You agree to the following restrictive covenants:

a. Non-Competition. It is understood and agreed that so long as you are employed by the Company and for a period of twelve (12) months thereafter you will not directly or indirectly, provide any service either as an employee, employer, consultant, contractor, agent, principal, partner, substantial stockholder, corporate officer or director of or for any Radio Company that serves any portion of the United States. For this purpose, a “Radio Company” is any company that, as a material part of its business, competes in any material manner with the then present or planned business activities of the Company, which shall mean a business initiative materially discussed by the Board of Directors or which is currently under material consideration by the Board of Directors or which has been approved by the Board of Directors which shall include specifically but limited to the distribution of audio entertainment products (e.g., terrestrial radio, satellite radio, wireless / mobile radio and internet radio). If you are employed by a company with a non-material radio business, you agree that you will not perform any services for that radio business during such twelve (12) month period.

b. Non-Solicitation of Employees. In addition it is understood and agreed that for the twelve (12) month period following any termination of your employment with the Company you will not, without the express prior written permission of the Company, employ under your direct supervision, offer to employ, counsel a third party to employ, or participate in any manner in the recommendation, recruitment or solicitation of the employment of any person who was an employee of the Company on the date of the termination of your employment or at any time within the 90 days prior thereto.

c. You agree that a material portion of the covenants of the Company contained in this Agreement and of the compensation, including any bonuses set forth herein, benefits and training that you will receive hereunder are consideration for the restrictions contained in this Section 9. In the event you violate the restrictive covenants set forth in this Section 9, it is agreed that the time period for which the restrictive covenant so violated is applicable shall be extended for a period of one (1) year from the date you cease such violation. You acknowledge that any violation of the provisions set forth in this Section 9 may cause irreparable harm to the Company. You, therefore, expressly agree that the Company, in addition to any other rights or remedies which it may possess, shall be entitled to injunctive and other equitable relief to prevent a breach of these restrictions.

10. Confidentiality and Intellectual Property Rights. Your position involves a close and confidential relationship in which you will be privy to proprietary information of the Company, including without limitation strategic planning, acquisition and investment analysis, research, consulting reports, computer programs and sales, technical, financial and programming practices

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and data, all of which you agree will be held in the strictest confidence at all times. All copyright, trademark and/or other intellectual property rights of any kind developed during the term of this Agreement and relating to or useful in the Company’s business, or to your duties hereunder (“Works”) shall be deemed a “work for hire” and shall be and remain the sole and exclusive property of the Company, and you shall, to the extent deemed necessary or desirable by the Company, cooperate and assist the Company in perfecting, filing and recording any such rights. To the extent that any Works are not deemed “work for hire”, Employee hereby assigns all of Employee’s rights in such Works to the Company and waives any and all moral rights Employee may have in such Works. Employee’s obligations under this Section 10 shall survive the expiration or termination of this Agreement.

Notwithstanding any other provision herein, Employee understands and acknowledges that, pursuant to Section 7 of the Defend Trade Secrets Act of 2016 (which added 18 U.S.C. § 1833(b)), Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A) (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such Section.

11. Moving Expenses. In connection with your move to the Philadelphia area, the Company will provide you with or reimburse you for the following:

a. reasonable expenses incurred in the packing and moving of your normal personal belongings (clothes, furniture and other usual household items), subject to the Company’s receipt of adequate documentation for expenses incurred; and

b. temporary lodging, on terms reasonably acceptable to the Company, for a period of up to six (6) months from the commencement of your employment under this Agreement.

12. No Restrictions. In making this Agreement you represent and warrant that you are free to enter into and perform this Agreement and are not and will not be under any disability, restriction or prohibition, contractual or otherwise, with respect to (a) your right to execute this Agreement; (b) your right to make the covenants contained herein; and (c) your right to fully perform each and every term and obligation hereunder. You further agree not to do or attempt to do, or suffer to be done, during or after the term hereof, any act in derogation of or inconsistent with the obligations under this Agreement.

13. Miscellaneous. This Agreement constitutes the entire agreement and understanding between you and the Company concerning the compensation to be paid to you and all of the terms and conditions of your employment and supersedes all prior agreements concerning same, whether written or oral. Each party agrees to pay reasonable attorney’s fees and costs incurred by the other if the other party is successful in enforcing its rights under this Agreement in any court action, arbitration or other proceeding. This Agreement may not be modified or amended except by written instrument duly executed by each of the parties. A waiver by either party of any term or condition of this Agreement or the breach thereof shall not be deemed to constitute a waiver of any other term or condition of this Agreement or of any subsequent breach of any term or condition hereof.

6

14. Section 409A.

a. To the extent applicable, this Agreement shall be interpreted and applied consistent and in accordance with Section 409A of Internal Revenue Code of 1986, as amended (the “Code”) and Department of Treasury regulations and other interpretive guidance issued thereunder (“Section 409A”). If, however, the parties determine that any compensation or benefits payable under this Agreement may be or become subject to Section 409A, the parties shall cooperate to adopt such amendments to this Agreement or to adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take such other actions, as the parties determine to be necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended tax treatment of such compensation and benefits, or (ii) comply with the requirements of Section 409A.

b. Notwithstanding any provision to the contrary in the Agreement, in order to be eligible to receive any termination benefits under this Agreement that are deemed deferred compensation subject to Section 409A of the Code, your termination of employment must constitute a “separation from service” within the meaning of Treas. Reg. Section 1.409A-1(h) (a “Separation from Service”) and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “Separation from Service.”

c. Notwithstanding anything herein to the contrary, if you are deemed at the time of your termination of employment with the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the termination benefits to which you are entitled under the Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of your termination benefits shall not be provided to you prior to the earlier of (i) the expiration of the six-month period measured from the date of the your Separation from Service with the Company or (ii) the date of your death. Upon the earlier of such dates, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether you are a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of your Separation from Service shall made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto).

d. Notwithstanding the foregoing or any other provisions of the Agreement, you and the Company agree that, for purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under the Agreement shall be treated as a right to receive a series separate and distinct payments of compensation for purposes of applying Section 409A of the Code.

7

e. Notwithstanding anything herein to the contrary, to the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

15. Indemnification. The Company shall indemnify Employee to the fullest extent permitted by the Company’s bylaws. You shall have the benefit of continuing directors’ and officers’ insurance policy (or policies) coverage at levels no less favorable to you in any respect (including with respect to scope, exclusions, amounts and deductibles) than those in effect for senior executives of the Company.

16. Legal Fees. The Company shall reimburse Employee for all legal fees and expenses related to advice obtained by him in connection with the negotiation and execution of this Employment Agreement up to a maximum amount of $5,000.

17. Governing Law. The validity, construction, interpretation and effect of this Agreement shall be governed and construed by and determined in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflict of laws provisions thereof.

18. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[Signature page follows]

8

IN WITNESS WHEREOF, intending to be legally bound hereby, the parties have affixed their hands and seals as of the date(s) written below.

Richard Schmaeling

/RICHARD SCHMAELING/

Date: 3/20/17

Entercom Communications Corp.

/ANDREW P. SUTOR, IV/

Andrew P. Sutor, IV

Senior Vice President and General Counsel

Date: 3/20/17

[Signature page to Employment Agreement]

EX-31.01

EXHIBIT 31.01

CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

I, David J. Field, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Entercom Communications Corp.;

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(s) 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 fourth fiscal quarter in the case of an annual 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(s) 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.

Date: May 9, 2017
By:	/s/ David J. Field
Name:	David J. Field
Title:	President and Chief Executive Officer
	(principal executive officer)

EX-31.02

EXHIBIT 31.02

CERTIFICATION OF EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

I, Richard J. Schmaeling, certify that:

1.    I have reviewed this quarterly report on Form 10-Q of Entercom Communications Corp.;

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(s) 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 fourth fiscal quarter in the case of an annual 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(s) 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.

Date: May 9, 2017
By:	/s/ Richard J. Schmaeling
Name:	Richard J. Schmaeling
Title:	Executive Vice President – Chief Financial Officer
	(principal financial officer)

EX-32.01

EXHIBIT 32.01

CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Entercom Communications Corp. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2017 (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.

Date: May 9, 2017
By:	/s/ David J. Field
Name:	David J. Field
Title:	President and Chief Executive Officer
	(principal executive officer)

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

EX-32.02

EXHIBIT 32.02

CERTIFICATION OF EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Entercom Communications Corp. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i)    the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2017 (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.

Date: May 9, 2017
By:	/s/ Richard J. Schmaeling
Name:	Richard J. Schmaeling
Title:	Executive Vice President - Chief Financial Officer
	(principal financial officer)

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

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	Apr. 21, 2017
Document Information [Line Items]
Document Type	10-Q
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1
Entity Registrant Name	Entercom Communications Corp.
Entity Central Index Key	0001067837
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Well Known Seasoned Issuer	No
Trading Symbol	ETM
Common Class A [Member]
Document Information [Line Items]
Entity Common Stock Shares Outstanding		33,514,932
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock Shares Outstanding		7,197,532

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Assets Abstract
Cash	$ 4,702	$ 46,843
Accounts receivable, net of allowance for doubtful accounts	76,350	92,172
Prepaid expenses, deposits and other	10,557	7,670
Total current assets	91,609	146,685
Net property and equipment	64,002	63,375
Radio broadcasting licenses	811,131	823,195
Goodwill	32,761	32,718
Deferred charges and other assets, net of accumulated amortization	9,777	10,260
TOTAL ASSETS	1,009,280	1,076,233
Liabilities Abstract
Accounts payable	152	481
Accrued expenses	18,158	18,857
Accrued compensation and other current liabilities	16,694	19,603
Financing method lease obligations, current portion	0	0
Non-controlling interest - variable interest entity	0	23,959
Long-term debt, current portion	15,940	4,817
Total current liabilities	50,944	67,717
Long-term debt, net of current portion	442,055	467,651
Deferred tax liabilities	75,937	92,898
Other long-term liabilities	27,734	26,861
Total long-term liabilities	545,726	587,410
Total liabilities	596,670	655,127
CONTINGENCIES AND COMMITMENTS
Perpetual Cumulative Convertible Preferred Stock	27,732	27,732
SHAREHOLDERS' EQUITY:
Preferred stock	0	0
Common stock	406	407
Additional paid-in capital	601,861	605,603
Accumulated deficit	(217,389)	(212,636)
Accumulated other comprehensive income (loss)	0	0
Total shareholders' equity	384,878	393,374
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	1,009,280	1,076,233
Common Class A [Member]
SHAREHOLDERS' EQUITY:
Common stock	334	335
Common Class B [Member]
SHAREHOLDERS' EQUITY:
Common stock	72	72
Common Class C Member
SHAREHOLDERS' EQUITY:
Common stock	$ 0	$ 0

XML

CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Class of Stock [Line Items]
Common Stock, Value	$ 406	$ 407
Common Class A [Member]
Class of Stock [Line Items]
Common Stock, Value	334	335
Common Class B [Member]
Class of Stock [Line Items]
Common Stock, Value	72	72
Common Class C Member
Class of Stock [Line Items]
Common Stock, Value	$ 0	$ 0

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Statement Abstract
NET REVENUES	$ 97,452	$ 96,103
OPERATING EXPENSE:
Station operating expenses, including non-cash compensation expense	75,617	71,715
Depreciation and amortization expense	2,647	2,447
Corporate general and administrative expenses, including non-cash compensation expense	10,565	7,598
Impairment loss	0	62
Merger and acquisition costs and restructuring charges	10,271	0
Net time brokerage agreement (income) fees	34	0
Net (gain) loss on sale or disposal of assets	13,334	(464)
Total operating expense	112,468	81,358
OPERATING INCOME (LOSS)	(15,016)	14,745
OTHER (INCOME) EXPENSE:
Net interest expense	5,977	9,392
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT)	(20,993)	5,353
INCOME TAXES (BENEFIT)	(11,662)	941
INCOME (LOSS) FROM CONTINUING OPERATIONS	(9,331)	4,412
NET INCOME (LOSS)	(9,331)	4,412
Preferred stock dividend	(550)	(413)
NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS	$ (9,881)	$ 3,999
NET INCOME (LOSS) PER SHARE - BASIC
NET INCOME (LOSS) PER SHARE - BASIC	$ (0.25)	$ 0.1
NET INCOME (LOSS) PER SHARE - DILUTED
NET INCOME (LOSS) PER SHARE - DILUTED	(0.25)	0.1
DIVIDENDS DECLARED AND PAID PER COMMON SHARE	$ 0.075	$ 0
WEIGHTED AVERAGE SHARES:
Basic	38,910,322	38,447,724
Diluted	38,910,322	39,259,540

XML

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Class A [Member]	Common Class B [Member]	Additional Paid In Capital [Member]	Retained Earnings [Member]
Opening Balance SHARES at Dec. 31, 2015		32,480,551	7,197,532
Compensation expense related to granting of restricted stock awards SHARES		1,095,759	0
Issuance of common stock related to an incentive plan SHARES		31,933	0
Exercise of stock options SHARES		134,238	0
Purchase of vested employee restricted stock units SHARES		(232,297)	0
Ending Balance SHARES at Dec. 31, 2016		33,510,184	7,197,532
Opening Balance VALUE at Dec. 31, 2015	$ 361,450	$ 325	$ 72	$ 611,754	$ (250,701)
Net income (loss)	38,065	0	0	0	38,065
Compensation expense related to granting of restricted stock awards VALUE	6,539	11	0	6,528	0
Issuance of common stock related to an incentive plan VALUE	379	0	0	379	0
Purchase of vested employee restricted stock units	(2,268)	(2)	0	(2,266)	0
Payments of dividends VALUE	(8,666)	0	0	(8,666)	0
Exercise of stock options VALUE	265	1	0	264	0
Preferred stock dividend	(1,788)	0	0	(1,788)	0
AdjustmentsToAdditionalPaidInCapitalOther	(602)	0	0	(602)	0
Ending Balance VALUE at Dec. 31, 2016	$ 393,374	$ 335	$ 72	605,603	(212,636)
Compensation expense related to granting of stock options SHARES	0
Compensation expense related to granting of restricted stock awards SHARES		26,193	0
Issuance of common stock related to an incentive plan SHARES		14,873	0
Exercise of stock options SHARES	4,000	4,000	0
Purchase of vested employee restricted stock units SHARES		(157,739)	0
Ending Balance SHARES at Mar. 31, 2017		33,397,511	7,197,532
Net income (loss)	$ (9,331)	$ 0	$ 0	0	(9,331)
Compensation expense related to granting of restricted stock awards VALUE	1,593	0	0	1,593	0
Issuance of common stock related to an incentive plan VALUE	181	0	0	181	0
Purchase of vested employee restricted stock units	(2,436)	(1)	0	(2,435)	0
Payments of dividends VALUE	(3,014)	0	0	(3,014)	0
Exercise of stock options VALUE	5	0	0	5	0
Preferred stock dividend	(550)	0	0	(550)	0
AdjustmentsToAdditionalPaidInCapitalOther	(56)	0	0	(56)	0
Ending Balance VALUE at Mar. 31, 2017	384,878	334	72	601,861	(217,389)
CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ 5,112	$ 0	$ 0	$ 534	$ 4,578

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
OPERATING ACTIVITIES:
Net income (loss)	$ (9,331)	$ 4,412
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	2,647	2,447
Amortization of deferred financing costs	586	778
Net deferred taxes (benefit) and other	(11,662)	941
Provision for bad debts	409	357
Net (gain) loss on sale or disposal of assets	13,334	(464)
Non-cash stock-based compensation expense	1,593	1,481
Deferred rent	(90)	116
Deferred compensation	990	348
Impairment loss	0	62
Net accretion expense for asset retirement obligations	10	3
Changes in assets and liabilities:
Accounts receivable	13,268	12,293
Prepaid expenses and deposits	(3,132)	(2,502)
Accounts payable and accrued liabilities	(562)	(1,695)
Accrued interest expense	(1,802)	5,671
Accrued liabilities - long-term	(775)	(865)
Prepaid expenses - long-term	177	271
Net cash provided by (used in) operating activities	5,660	23,654
INVESTING ACTIVITIES:
Additions to property and equipment	(2,424)	(965)
Proceeds from sale of property, equipment, intangibles and other assets	15	3,800
Purchases of radio station assets	(24,000)	0
Deferred charges and other assets	(271)	(147)
CashAcquiredFromAcquisition	(302)	0
Net cash provided by (used in) investing activities	(26,982)	2,688
FINANCING ACTIVITIES:
Proceeds from the financing method of lease obligations	0	102
Payments of long-term debt	(37,005)	(20,836)
Proceeds from issuance of employee stock plan	181	0
Proceeds from the exercise of stock options	5	3
Purchase of vested employee restricted stock units	(2,436)	(2,142)
Payment of dividend equivalents on vested restricted stock units	(98)	(91)
Payment of dividends on common stock	(2,916)	0
Payments of dividends on preferred stock	(550)	(413)
ProceedsFromShortTermDebt	22,000	2,500
Net cash provided by (used in) financing activities	(20,819)	(20,877)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(42,141)	5,465
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	46,843	9,169
CASH AND CASH EQUIVALENTS, END OF PERIOD	4,702	14,634
Cash paid during the period for:
Interest	7,225	3,080
Income taxes	55	140
Dividends on common stock	2,916	0
Dividends on preferred stock	$ 550	$ 413

XML

BASIS OF PRESENTATION AND ORGANIZATION (Block)

3 Months Ended

Mar. 31, 2017

Organization Consolidation And Presentation Of Financial Statements Abstract

Business Description And Basis Of Presentation Text Block

1.BASIS OF PRESENTATION AND SIGNIFICANT POLICIES

The condensed consolidated interim unaudited financial statements included herein have been prepared by Entercom Communications Corp. and its subsidiaries (collectively, the “Company”) in accordance with: (i) generally accepted accounting principles (“U.S. GAAP”) for interim financial information; and (ii) the instructions of the Securities and Exchange Commission (the “SEC”) for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, the financial statements reflect all adjustments considered necessary for a fair statement of the results of operations and financial position for the interim periods presented. All such adjustments are of a normal and recurring nature. The Company’s results are subject to seasonal fluctuations and, therefore, the results shown on an interim basis are not necessarily indicative of results for a full year.

This Form 10-Q should be read in conjunction with the financial statements and related notes included in the Company’s audited financial statements as of and for the year ended December 31, 2016, and filed with the SEC on February 28, 2017, as part of the Company’s Annual Report on Form 10-K. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.

On February 2, 2017, the Company and its newly formed wholly owned subsidiary (“Merger Sub”) entered into an Agreement and Plan of Merger (the “CBS Radio Merger Agreement”) with CBS Corporation (“CBS”) and its wholly owned subsidiary CBS Radio, Inc. (“CBS Radio”). Pursuant to the CBS Radio Merger Agreement, Merger Sub will merge with and into CBS Radio with CBS Radio surviving as the Company’s wholly owned subsidiary (the “Merger”). The Merger is expected to be tax free to CBS and its shareholders, and will be effected through a stock for stock Reverse Morris Trust transaction. The Merger will make the Company a leading local media and entertainment company with a nationwide footprint of stations including positions in all of the top 10 markets and 23 of the top 25 markets. The transactions contemplated by the CBS Radio Merger Agreement are subject to approval by the Company’s shareholders and customary regulatory approvals. Such approvals will require the divestiture of stations in certain markets due to FCC ownership limitations.

There have been no material changes from Note 2,Significant Accounting Policies, as described in the notes to the Company’s financial statements contained in its Form 10-Kfor the year ended December 31, 2016, that was filed with the SEC on February 28, 2017.

Recent Accounting Pronouncements

All new accounting pronouncements that are in effect that may impact the Company’s financial statements have been implemented. The Company does not believe that there are any other new accounting pronouncements that have been issued, other than as noted below or those included in the notes to the Company’s financial statements contained in its Form 10-K for the year ended December 31, 2016, that was filed with the SEC on February 28, 2017, that might have a material impact on the Company’s financial position, results of operations or cash flows.

Definition of a Business

In January 2017, the accounting guidance was amended to modify the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The guidance is effective for the Company as of January 1, 2018, under a prospective application method. The Company is currently in the process of reviewing the new guidance, but based upon its preliminary assessment, which is subject to change, the impact of this guidance should not be material to the Company’s financial position, results of operations or cash flows. The guidance could have an impact in a future period if the Company acquires or disposes of assets that meet the definition of a business under the amended guidance.

Goodwill Impairment

In January 2017, the accounting guidance was amended to modify the accounting for goodwill impairment by removing the second step of the goodwill impairment test. The guidance is effective for the Company as of January 1, 2020. The Company is currently in the process of reviewing the new guidance, but based upon its preliminary assessment, which is subject to change, the impact of this guidance should not be material to the Company’s financial position, results of operations or cash flows.

Cash Flow Classification

In August 2016, the accounting guidance for classifying elements of cash flow was modified. The guidance is effective for the Company as of January 1, 2018, under a retrospective application method. Management does not believe the impact of this guidance will be material to the Company’s financial position, results of operations or cash flows.

Stock-Based Compensation Modification

In March 2016, the accounting guidance for stock-based compensation was modified primarily to: (1) record excess tax benefits or deficiencies on stock-based compensation in the statement of operations, regardless of whether the tax benefits reduce taxes payable in the period; (2) allow an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation up to the maximum statutory tax rates in the applicable jurisdictions; and (3) allow entities to make an accounting policy election to either estimate the number of award forfeitures or to account for forfeitures when they occur. The guidance was effective for the Company on January 1, 2017.

As of January 1, 2017, the Company recorded a cumulative-effect adjustment to its accumulated deficit of $4.6 million on a modified retrospective transition basis. This adjustment was comprised of previously unrecognized excess tax benefits of $4.9 million as adjusted for the Company’s effective income tax rate, offset by a change to recognizestock-based compensation forfeitures when they occur of $0.3 million, net of tax.

Leasing Transactions

In February 2016, the accounting guidance was modified to require that all leases with a term of more than one year, covering leased assets such as real estate, broadcasting towers and equipment, be reflected on the balance sheet as assets and liabilities for the rights and obligations created by these leases. While the Company is currently reviewing the effects of this guidance, the Company believes that this would result in: (1) an increase in the assets and liabilities reflected on the Company’s consolidated balance sheets; and (2) an increase in the Company’s interest expense and depreciation and amortization expense and a decrease to the Company’s station operating expense reflected on its consolidated statements of operations. This guidance is effective for the Company as of January 1, 2019.

Revenue Recognition

In May 2014, the accounting guidance for revenue recognition was modified and subsequently updated several times with amendments. Along with these modifications, most industry-specific revenue guidance was eliminated, including a current broadcasting exemption for reporting revenue from network barter programming. The new guidance is based on the principle that revenue is recognized to depict the transfer of 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 guidance also requires additional disclosures including significant judgments and changes in judgments.

The Company expects to adopt the new guidance effective on January 1, 2018, by applying the modified retrospective method at the date of the initial application by recording the cumulative effect on retained earnings as of the date of adoption.

The Company has made progress toward completing its evaluation of the impact of the guidance to all of the Company’s revenue streams and expects to complete the contract evaluations during 2017, including an evaluation of the impact on its business processes, controls and systems.

While the Company continues to assess all potential impacts of the standard, it currently believes the most significant impact relates to its accounting for network barter programming, which should not have a material impact to the Company’s financial position, results of operations or cash flows.

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INTANGIBLE ASSETS AND GOODWILL (Block)

3 Months Ended

Mar. 31, 2017

Goodwil And Intangible Assets Disclosure [Abstract]

Goodwill And Intangible Assets Disclosure Text Block

2. INTANGIBLE ASSETS AND GOODWILL

Goodwill and certain intangible assets are not amortized for book purposes. They may be, however, amortized for tax purposes. The Company accounts for its acquired broadcasting licenses as indefinite-lived intangible assets and, similar to goodwill, these assets are reviewed at least annually for impairment. At the time of each review, if the fair value is less than the carrying value of goodwill and certain intangibles (such as broadcasting licenses), then a charge is recorded to the results of operations.

There was no material change in the carrying value of broadcasting licenses or goodwill since the year ended December 31, 2016, other than as described below.

The Company recorded a $13.5 million loss in the first quarter of 2017 in net gain/loss on sale or disposal of assets as a result of the Company permanently discontinuing the operation of one of its stations and returning the station’s license to the FCC for cancellation, in order to facilitate the Merger.

Additionally, the carrying value of the broadcasting licenses at December 31, 2016, included the broadcasting licenses of a consolidated Variable Interest Entity (“VIE”) of approximately $15.7 million. These consolidated assets and liabilities of the VIE related to a pending acquisition of four radio stations in Charlotte, North Carolina. On October 17, 2016, the Company entered into an asset purchase agreement and a time brokerage agreement (“TBA”) to operate three of the four radio stations that were held in a trust (“Charlotte Trust”). As such, the amounts of the consolidated VIE at December 31, 2016, represented only the assets and liabilities of the three stations held in the Charlotte Trust.

Upon the completion of this transaction on January 6, 2017, the Company deconsolidated the amount of broadcasting licenses attributable to the VIE and recorded broadcasting licenses of all four radio stations based upon the preliminary purchase price allocation. Refer to Note 9, Business Combinations, for additional information.

	Broadcasting Licenses
	Carrying Amount
	March 31,		December 31,
	2017		2016
	(amounts in thousands)
Beginning of period balance as of January 1,	$	823,195	$	807,381
Disposition of FCC broadcasting license		(13,500)		-
Consolidation (deconsolidation) of a VIE		(15,738)		15,738
Acquisition of radio stations		17,174		-
Acquisitions - other		-		112
Disposition of radio stations previously reflected as held for sale		-		(36)
Ending period balance	$	811,131	$	823,195

Broadcasting Licenses Impairment Test

The Company performs its annual broadcasting license impairment test during the second quarter of each year by evaluating its broadcasting licenses for impairment at the market level using the direct method.

There were no events or circumstances since the Company’s prior year second quarter annual broadcasting licenses test that required the Company to re-test the carrying value of its broadcasting licenses.

Goodwill Impairment Test

The Company performs its annual goodwill impairment test during the second quarter of each year by assessing goodwill in each of the Company’s markets after determining that a radio market is a reporting unit.

There were no events or circumstances since the Company’s prior year second quarter annual goodwill test that required the Company to re-test the carrying value of its goodwill.

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OTHER CURRENT LIABILITIES (Block)

3 Months Ended

Mar. 31, 2017

Other Liabilities Disclosure Abstract

Accounts Payable Accrued Liabilities And Other Liabilities Disclosure Current Text Block

3. OTHER CURRENT LIABILITIES

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

	Other Current Liabilities
	March 31,		December 31,
	2017		2016
	(amounts in thousands)
Accrued compensation	$	6,531	$	8,059
Accounts receivable credits		3,988		3,571
Advertiser obligations		1,240		1,102
Accrued interest payable		1,785		3,587
Other		3,150		3,284
Total other current liabilities	$	16,694	$	19,603

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LONG-TERM DEBT (Block)

3 Months Ended

Mar. 31, 2017

Debt Disclosure [Abstract]

Debt Disclosure Text Block

4. LONG-TERM DEBT

(A) Senior Debt

The Credit Facility

On November 1, 2016, the Company and its wholly owned subsidiary, Entercom Radio LLC, (“Radio”) entered into a $540 million credit agreement (the “Credit Facility”) with a syndicate of lenders that was initially comprised of: (a) a $60 million revolving credit facility (the “Revolver”) that matures on November 1, 2021; and (b) a $480 million term B loan (the “Term B Loan”) that matures on November 1, 2023.

As of March 31, 2017, the amount outstanding under the Term B Loan was $458.0 million and the amount outstanding under the Revolver was $7.0 million. The amount available under the Revolver, which includes the impact of the outstanding letters of credit, was $52.3 million as of March 31, 2017.

Long-term debt was comprised of the following as of March 31, 2017:

			Long-Term Debt
			March 31,		December 31,
			2017		2016
				(amounts in thousands)
	Credit Facility
		Revolver, due November 1, 2021	$	7,000	$	-
		Term B Loan, due November 1, 2023		458,000		480,000
				465,000		480,000
	Other Debt
		Capital lease and other		83		87
Total debt before deferred financing costs				465,083		480,087
	Current amount of long-term debt			(15,940)		(4,817)
	Deferred financing costs (excludes the revolving credit)			(7,088)		(7,619)
Total long-term debt, net of current debt			$	442,055	$	467,651
Outstanding standby letters of credit			$	670	$	670

The Term B Loan requires mandatory prepayments equal to a percentage of Excess Cash Flow, which is defined within the agreement, subject to incremental step-downs, depending on the Consolidated Leverage Ratio. Beginning in 2018, the Excess Cash Flow payment will be due in the first quarter of each year, and is based on the Excess Cash Flow and Leverage Ratio for the prior year. The estimated Excess Cash Flow payment due in the first quarter of 2018 is included under the current portion of long-term debt, net of any prepayments made.

As of March 31, 2017, the Company’s Consolidated Leverage Ratio was 4.0times versus a covenant limit of 5.0times and the Consolidated Interest Coverage Ratio was 4.8times versus a covenant minimum of 2.0times.

As of March 31, 2017, the Company was in compliance with all financial covenants and all other terms of the Credit Facility in all material respects. The Company’s ability to maintain compliance with its covenants under the Credit Facility is highly dependent on its results of operations. Management believes that over the next 12 months the Company can continue to maintain compliance.

Management believes that cash on hand, cash from the Revolver and cash from operating activities, together with the proceeds of the commitment financing described below, will be sufficient to permit the Company to meet its liquidity requirements over the next 12 months, including its debt repayments.

Failure to comply with the Company’s financial covenants or other terms of its Credit Facility and any subsequent failure to negotiate and obtain any required relief from its lenders could result in a default under the Credit Facility. Any event of default could have a material adverse effect on the Company’s business and financial condition. The acceleration of the Company’s debt could have a material adverse effect on its business. The Company may seek from time to time to amend its Credit Facility or obtain other funding or additional funding, which may result in higher interest rates on its debt.

In connection with the CBS Radio Merger Agreement, CBS Radio entered into a commitment letter with a syndicate of lenders (the “Commitment Parties”), pursuant to which the Commitment Parties committed to provide up to $500 million of senior secured term loans (the “CBS Radio Financing”) as an additional tranche under a credit agreement (the “CBS Radio Credit Agreement”) among CBS Radio, the guarantors named therein, the lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent. The proceeds of this additional tranche will be used to: (1) refinance the Company’s Credit Facility; (2) redeem the Company’s Perpetual Cumulative Convertible Preferred Stock (“Preferred”); and (3) pay fees and expenses in connection with the refinancing.On March 3, 2017, CBS Radio entered into an amendment to the CBS Radio Credit Agreement, to, among other things, create a tranche of Term B-1 Loans in an aggregate principal amount not to exceed $500 million.  The Term B-1 Loans, which replace the commitment, are expected to be funded by the Commitment Parties on the closing date of the Merger, subject to customary conditions.  The Term B-1 Loans will be governed by the CBS Radio Credit Agreement and will mature on the date that is seven years after the closing date of the Merger. The Term B-1 Loans will require quarterly principal payments at an annual rate of 1% of the initial principal amount of the Term B-1 Loans, beginning with the first full fiscal quarter ending after the closing of the Merger.  The Term B-1 Loans are expected to bear interest at a per annum rate equal to LIBOR plus 2.75%.  Interest on the Term B-1 Loans will be payable at the end of each interest period, but in no event less frequently than quarterly.

(B) Senior Unsecured Debt

The Senior Notes

As background, on November 23, 2011,the Companyissued $220.0million of 10.5% unsecured Senior Notes due December 1, 2019 (the “Senior Notes”). The Company received net proceeds of $212.7million, which included a discount of $2.9million, and incurred deferred financing costs of $6.1million. These amounts were amortized over the term under the effective interest rate method. Interest on the Senior Notes was payable semi-annually in arrears on June 1 and December 1 of each year.

In 2016, the Company issued a call notice to redeem its Senior Notes in full with an effective date of December 1, 2016, that was funded by the proceeds of the Credit Facility. As a result of the full redemption of the Senior Notes with replacement debt at a lower interest rate, the net interest expense for the first quarter of 2017 was reduced and does not include amortization of original issue discount of senior notes.

(C) Net Interest Expense

The components of net interest expense are as follows:

	Net Interest Expense
	Three Months Ended
	March 31,
	2017		2016
	(amounts in thousands)
Stated interest and other fees	$	5,414	$	8,623
Amortization of deferred financing costs		586		687
Amortization of original issue discount of senior notes		-		91
Interest income and other investment income		(23)		(9)
Total net interest expense	$	5,977	$	9,392

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SHAREHOLDERS' EQUITY (Block)

3 Months Ended

Mar. 31, 2017

Stockholders Equity Note Abstract

Stockholders Equity Note Disclosure Text Block

10. SHAREHOLDERS’ EQUITY

Dividend Equivalents

The Company’s grants of RSUs include the right, upon vesting, to receive a cash payment equal to the aggregate amount of dividends, if any, that holders would have received on the shares of common stock underlying their RSUs if such RSUs had been vested during the period.

The following table presents the amounts accrued and unpaid on unvested RSUs:

		Dividend Equivalent Liabilities
	Balance Sheet	March 31,		December 31,
	Location	2017		2016
		(amounts in thousands)
Short-term	Other current liabilities	$	155	$	260
Long-term	Other long-term liabilities		508		348
Total		$	663	$	608

Employee Stock Purchase Plan

The Company adopted the Entercom 2016 Employee Stock Purchase Plan (the “ESPP”) during the second quarter of 2016 that commenced with the third quarter of 2016. The ESPP allows participants to purchase the Company’s stock equal to 85% of the market value of such shares on the purchase date.The maximum number of shares authorized to be issued under the ESPP is 1.0million. Pursuant to this plan, the Company does not record compensation expense to the employee as income subject to tax on the difference between the market value and the purchase price, as this plan was designed to meet the requirements of Section 423(b) of the Internal Revenue Code. The Company recognizes the 15% discount in the Company’s consolidated statements of operations as non-cash compensation expense.

	Three Months Ended
	March 31,
	2017		2016
	(amounts in thousands)
Number of shares purchased		15		-
Non-cash compensation expense recognized	$	32	$	-

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SHARE-BASED COMPENSATION (Block)

3 Months Ended

Mar. 31, 2017

Disclosure Of Compensation Related Costs Sharebased Payments Abstract

Disclosure Of Compensation Related Costs Share Based Payments Text Block

6. SHARE-BASED COMPENSATION

Under the Entercom Equity Compensation Plan (the “Plan”), the Company is authorized to issue share-based compensation awards to key employees, directors and consultants.

Restricted Stock Units (“RSUs”) Activity

The following is a summary of the changes in RSUs under the Plan during the current period:

			Number			Weighted	Aggregate
			Of	Weighted		Average	Intrinsic
			Restricted	Average		Remaining	Value As Of
			Stock	Purchase		Contractual	March 31,
	Period Ended		Units	Price		Term (Years)	2017
RSUs outstanding as of:	December 31, 2016		2,074,794
RSUs awarded			27,818
RSUs released			(434,313)
RSUs forfeited			(1,625)
RSUs outstanding as of:	March 31, 2017		1,666,674	$	-	1.7	$	23,833,438
RSUs vested and expected
to vest as of:	March 31, 2017		1,666,674	$	-	1.7	$	23,134,454
RSUs exercisable (vested and
deferred) as of:	March 31, 2017		48,880	$	-	-	$	698,984
Weighted average remaining
recognition period in years			2.3
Unamortized compensation
expense		$	11,504,932

RSUs With Service And Market Conditions

The Company issued RSUs with service and market conditions that are included in the table above. These shares vest if: (1) the Company’s stock achieves certain shareholder performance targets over a defined measurement period; and (2) the employee fulfills a minimum service period. The compensation expense is recognized even if the market conditions are not satisfied and are only reversed in the event the service period is not met,as all of the conditions need to be satisfied. These RSUs are amortized over the longest of the explicit, implicit or derived service periods, which range from approximately one to three years.

The following table presents the changes inoutstanding RSUs with market conditions:

		Three Months		Year
		Ended		Ended
		March 31,		December 31,
		2017		2016
		(amounts in thousands, except per share data)
Reconciliation Of RSUs With Market Conditions
	Beginning of period balance		630		390
	Number of RSUs granted		-		470
	Number of RSUs forfeited		-		-
	Number of RSUs vested		(50)		(230)
	End of period balance		580		630
	Weighted average fair value of RSUs granted
	with market conditions	$	-	$	7.34

The fair value of RSUs with service conditions is estimated using the Company’s closing stock price on the date of the grant. To determine the fair value of RSUs with service and market conditions, the Company used the Monte Carlo simulation lattice model. The Company’s determination of the fair value was based on the number of shares granted, the Company’s stock price on the date of grant and certain assumptions regarding a number of highly complex and subjective variables. If other reasonable assumptions were used, the results could differ.

The specific assumptions used for these valuations are as follows:

	Three Months			Year
	Ended			Ended
	March 31,			December 31,
	2017		2016
Expected Volatility Term Structure (1)		34% to 45%		35% to 45%
Risk-Free Interest Rate (2)		0.1% to 1.1%		0.4% to 1.1%
Annual Dividend Payment Per Share (Constant) (3)	$	0.30	$	0.30

RSUs With Service And Performance Conditions

In addition to the RSUs included in the table above summarizing the activity in RSUs under the Plan, the Company issued RSUs with both service and performance conditions. Vesting of performance-based awards, if any, is dependent upon the achievement of certain performance targets. If the performance standards are not achieved, all unvested shares will expire and any accrued expense will be reversed. The Company determines the requisite service period on a case-by-case basis to determine the expense recognition period for non-vested performance based RSUs.The fair value is determined based upon the closing price of the Company’s common stock on the date of grant. The Company applies a quarterly probability assessment in computing its non-cash compensation expense and any change in the estimate is reflected as a cumulative adjustment to expense in the quarter of the change.

The following table reflects the activity of RSUs with service and performance conditions:

		Three Months		Year
		Ended		Ended
		March 31,		December 31,
		2017		2016
		(amounts in thousands, except per share data)
Reconciliation Of RSUs With Service And Performance
Conditions
	Beginning of period balance		-		29
	Number of RSUs granted		-		-
	Number of RSUs that did not meet criteria		-		(29)
	Number of RSUs vested		-		-
	Average fair value of RSUs granted with performance
	conditions	$	-	$	-

As of March 31, 2017, no non-cash compensation expense was recognized for RSUs with performance conditions.

Option Activity

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

	Three Months Ended March 31,
Option Exercise Data	2017		2016
	(amounts in thousands)
Intrinsic value of options exercised	$	50	$	25
Tax benefit from options exercised (1)	$	20	$	10
Cash received from exercise price of options exercised	$	5	$	3

The following table presents the option activity during the current period under the Plan:

						Weighted	Intrinsic
				Weighted		Average	Value
				Average		Remaining	As Of
		Number Of		Exercise		Contractual	March 31,
	Period Ended	Options		Price		Term (Years)	2017
Options outstanding as of:	December 31, 2016		329,562	$	1.91
Options granted			-		-
Options exercised			(4,000)		1.34
Options forfeited			-
Options expired			-
Options outstanding as of:	March 31, 2017		325,562	$	1.92	1.8	$	4,030,984
Options vested and expected to
vest as of:	March 31, 2017		325,562	$	1.92	1.8	$	4,030,984
Options vested and exercisable as of:	March 31, 2017		325,562	$	1.92	1.8	$	4,030,984
Weighted average remaining
recognition period in years			-
Unamortized compensation expense		$	-

The following table summarizes significant ranges of outstanding and exercisable options as of the current period:

				Options Outstanding				Options Exercisable
				Number Of	Weighted			Number Of
				Options	Average	Weighted		Options	Weighted
Range Of				Outstanding	Remaining	Average		Exercisable	Average
Exercise Prices				March 31,	Contractual	Exercise		March 31,	Exercise
From		To		2017	Life	Price		2017	Price
$	1.34	$	1.34	300,562	1.9	$	1.34	300,562	$	1.34
$	2.02	$	11.78	25,000	1.4	$	8.87	25,000	$	8.87
$	1.34	$	11.78	325,562	1.8	$	1.92	325,562	$	1.92

Recognized Non-Cash Stock-Based Compensation Expense

The following non-cash stock-based compensation expense, which is related primarily to RSUs, is included in each of the respective line items in our statement of operations:

	Three Months Ended
	March 31,
	2017		2016
		(amounts in thousands)
Station operating expenses	$	204	$	227
Corporate general and administrative expenses		1,389		1,254
Stock-based compensation expense included in operating expenses		1,593		1,481
Income tax benefit (1)		508		551
Net stock-based compensation expense	$	1,085	$	930

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NET INCOME (LOSS) PER COMMON SHARE (Block)

3 Months Ended

Mar. 31, 2017

Earnings Per Share Abstract

Earnings Per Share Text Block

5. NET INCOME (LOSS) PER COMMON SHARE

The following table presents the computations of basic and diluted net income (loss) per share:

			Three Months Ended
			March 31,
			2017		2016
			(amounts in thousands except per share data)
Basic Income (Loss) Per Share
	Numerator
		Net income (loss) available to the Company	$	(9,331)	$	4,412
		Preferred stock dividends		550		413
		Net income (loss) available to common shareholders	$	(9,881)	$	3,999
	Denominator
		Basic weighted average shares outstanding		38,910		38,448
		Basic net income (loss) per share available
		to common shareholders	$	(0.25)	$	0.10
Diluted Income (Loss) Per Share
	Numerator
		Net income (loss) available to the Company	$	(9,331)	$	4,412
		Preferred stock dividends		550		413
		Net income (loss) available to common shareholders	$	(9,881)	$	3,999
	Denominator
		Basic weighted average shares outstanding		38,910		38,448
		Effect of RSUs and options under the treasury stock
		method		-		812
		Diluted weighted average shares outstanding		38,910		39,260
		Diluted net income (loss) per share available
		to common shareholders	$	(0.25)	$	0.10

Disclosure Of Anti-Dilutive Shares

The following table presents those shares excluded as they were anti-dilutive:

		Three Months Ended
		March 31,
Impact Of Equity Issuances		2017		2016
		(amounts in thousands, except per share data)
Shares excluded as anti-dilutive under the treasury stock method:
	Options		-		23
	Price range of options: from	$	-	$	10.62
	Price range of options: to	$	-	$	11.78
	RSUs with service conditions		-		5
RSUs excluded with service and market conditions as
market conditions not met			267		185
RSUs excluded with service and performance conditions as
performance conditions not met			-		29
Perpetual cumulative convertible preferred stock treated as
anti-dilutive under the as if method			1,953		1,916
Excluded shares as anti-dilutive when reporting a net loss			1,164		-

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INCOME TAXES (Block)

3 Months Ended

Mar. 31, 2017

Income Tax Disclosure Abstract

Income Tax Disclosure Text Block

7. INCOME TAXES

Tax Rate For The Three Months Ended March 31, 2017

The effective income tax rate was 55.6% which was determined using a forecasted rate based upon taxable income for the year. The income tax rate is estimated to be higher than in previous years primarily due to the amount of merger and acquisition costs forecasted for 2017 as a result of the Merger, as most of these costs are not deductible for federal and state income tax purposes.

As a result of adopting the amended accounting guidance for stock-based compensation on January 1, 2017, the Company recorded a discrete windfall income tax benefit of $0.8 million from the vesting of stock-based awards with tax deductions in excess of the compensation expense recorded. Refer to Note 1, Basis of Presentation and Significant Policies, for additional information.

Tax Rate For The Three Months Ended March 31, 2016

The effective income tax rate was 17.6%, which was impacted by discrete income tax benefits from recent legislation in certain single member states that allowed for: (1) the reversal of partial valuation allowances; and (2) a retroactive decrease in deferred tax liabilities associated with non-amortizable assets such as broadcasting licenses and goodwill. The income tax rate was also impacted by income tax expense from: (i) an increase in deferred tax liabilities associated with non-amortizable assets such as broadcasting licenses and goodwill; (ii) an adjustment for expenses that are not deductible for tax purposes; and (iii) a tax benefit shortfall associated with share-based awards.

Net Deferred Tax Assets And Liabilities

As of March 31, 2017, and December 31, 2016, net deferred tax liabilities were $75.9million and $92.9million, respectively. The income tax accounting process to determine the deferred tax liabilities involves estimating all temporary differences between the tax and financial reporting bases of the Company’s assets and liabilities, based on enacted tax laws and statutory tax rates applicable to the period in which the differences are expected to affect taxable income. The Company estimated the current exposure by assessing the temporary differences and computing the provision for income taxes by applying the estimated effective tax rate to income.

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Block)

3 Months Ended

Mar. 31, 2017

Fair Value Disclosures Abstract

Fair Value Disclosures Text Block

8. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value Of Financial Instruments Subject To Fair Value Measurements

Recurring Fair Value Measurements

The following table sets forth the Company's financial assets and/or liabilities that were accounted for at fair value on a recurring basis and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value and its placement within the fair value hierarchy levels.

	Fair Value Measurements At Reporting Date
	March 31,		December 31,
Description	2017		2016
	(amounts in thousands)
Liabilities
Deferred compensation - Level 1 (1)	$	11,273	$	10,875

⁽¹⁾The Company’s deferred compensation liability, which is included in other long-term liabilities, is recorded at fair value on a recurring basis. The unfunded plan allows participants to hypothetically invest in various specified investment options. The deferred compensation plan liability is valued at Level 1 as it is based on quoted market prices of the underlying investments.

Fair Value Of Financial Instruments Subject To Disclosures

The carrying amount of the following assets and liabilities approximates fair value due to the short maturity of these instruments: (1) cash and cash equivalents; (2) accounts receivable; and (3) accounts payable, including accrued liabilities.

The following table presents the carrying value of financial instruments and, where practicable, the fair value as of the periods indicated:

	March 31,				December 31,
	2017				2016
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
	(amounts in thousands)
Term B Loan (1)	$	458,000	$	461,149	$	480,000	$	487,200
Revolver (2)	$	7,000	$	7,000	$	-	$	-
Other debt (3)	$	83			$	87
Letters of credit (4)	$	670			$	670

The following methods and assumptions were used to estimate the fair value of financial instruments:

⁽¹⁾ The Company’s determination of the fair value of the Term B Loanwas based on quoted prices for this instrument and is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

⁽²⁾The fair value of the Revolverwas considered to approximate the carrying value as the interest payments are based on LIBORrates that reset periodically. The Revolver is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

⁽³⁾The Company does not believe it is practicable to estimate the fair value of the other debt.

⁽⁴⁾ The Company does not believe it is practicable to estimate the fair value of the outstanding standby letters of credit.

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ACQUISITIONS AND OTHER (Block)

3 Months Ended

Mar. 31, 2017

Business Combinations [Abstract]

Mergers Acquisitions And Dispositions Disclosures Text Block

9.BUSINESS COMBINATIONS

The Company consummated acquisitions under the purchase method of accounting, and the purchase price was allocated to the assets and liabilities based upon their respective fair values as determined as of the acquisition date. Merger and acquisition costs are excluded from the purchase price as these costs are expensed for book purposes and amortized for tax purposes.

2017 Charlotte Acquisition

On January 6, 2017, the Company completed a transaction to acquire four radio stations in Charlotte, North Carolina, from Beasley Broadcast Group, Inc. (“Beasley”) for a purchase price of $24 million in cash. The Company used cash on hand to fund the acquisition. On October 17, 2016, the Company entered into an asset purchase agreement and a TBAwith Beasley to operate three of the four radio stations that were held in the Charlotte Trust. On November 1, 2016, the Company commenced operations of the radio stations held in the Charlotte Trust andbegan operating the fourth station upon closing on the acquisition with Beasley in January 2017.

During the period of the TBA, the Company included net revenues, station operating expenses and monthly TBA fees associated with operating these stationsin the Company’s consolidated financial statements.

The allocations presented in the table below are based upon management’s estimate of the fair values using valuation techniques including income, cost and market approaches. In estimating the fair value of the acquired FCC broadcasting licenses, the fair value estimates are based on, but not limited to, expected future revenue and cash flows that assume an expected future growth rate of 1.0%; and an estimated discount rate of 9.0%. The gross profit margins are similar to the ranges used in the Company’s second quarter 2016 annual license impairment testing. The Company determines the fair value of the broadcasting licenses by relying on a discounted cash flow approach assuming a start-up scenario in which the only assets held by an investor are broadcasting licenses. The Company’s fair value analysis contains assumptions based upon past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information for an average station within a certain market. Any excess of the purchase price over the net assets acquired was reported as goodwill.

The following preliminary purchase price allocations are based upon the valuation of assets and liabilities and these estimates and assumptions are subject to change as the Company obtains additional information during the measurement period, which may be up to one year from the acquisition date. These assets and liabilities pending finalization include intangible assets and liabilities. Differences between the preliminary and final valuation could be substantially different from the initial estimates.

	January 6,		Useful Lives In Years
Description	2017		From	To
	(amounts in
	thousands)
Assets
Land	$	2,539	non-depreciating
Buildings		217	15	25
Equipment		4,569	3	40
Total property plant and equipment		7,325
Deferred tax asset		287	life of underlying asset
Radio broadcasting licenses and goodwill		17,384	non-amortizing
Total assets		24,996
Liabilities
Unfavorable lease liabilities		735	over remaining lease life
Deferred tax liability		261	life of underlying liability
Total liabilities		996
Net assets	$	24,000

2016 Disposition

In March 2016, the Company soldcertain assets of KRWZ AM in Denver, Colorado, for $3.8million in cash. The Company believes that the sale of this station, with a marginal market share, did not alter the Company’s competitive position in the market. The Company reported a gain, net of expenses, of $0.3million on the disposition of these assets.

Merger And Acquisition Costs

The Company records merger and acquisition costs whether or not an acquisition occurs. These costs consist primarily of legal, professional and advisory services as well as restructuring costs (as identified below) related to the Company’s acquisitions in 2015.

There were merger and acquisition costs incurred during the first quarter of 2017 primarily in connection with the announced CBS Merger.

	Three Months Ended
	March 31,
	2017		2016
	(amounts in thousands)
Merger and acquisition costs	$	10,271	$	-

The restructuring plan related to the Company’s acquisitions in 2015included: (1) costs associated with exiting contractual vendor obligations as these obligations were duplicative; (2) a workforce reduction and realignment charges that included one-time termination benefits and related costs; and (3) lease abandonment costs. The lease abandonment costs are longer-term as the lease expires in June 2026. The estimated amount of unpaid restructuring charges as of March 31, 2017, after excluding the lease abandonment liability as of March 31, 2017, was included in accrued expenses as most expenses are expected to be paid within one year.

	Three Months		Year
	Ended		Ended
	March 31,		December 31,
	2017		2016
	(amounts in thousands)
Restructuring charges, beginning balance	$	650	$	1,686
Additions through accruals		-		-
Deductions through payments		(19)		(1,036)
Restructuring charges unpaid and outstanding		631		650
Less lease abandonment costs over a long-term period		(557)		(576)
Short-term restructuring charges unpaid and outstanding	$	74	$	74

Unaudited Pro Forma Summary Of Financial Information

The following pro forma information presents the consolidated results of operations as if the 2017 acquisition in Charlotte, North Carolina,had occurred as of January 1, 2016, after giving effect to certain adjustments, including: (1) depreciation and amortization of assets; (2) change in the effective tax rate;(3) interest expense on any debt incurred; and (4) merger and acquisition costs and restructuring charges. The pro forma information does not exclude the pro forma impact of any dispositions. These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made as of that date or results which may occur in the future.

	Three Months Ended
	March 31,
	2017		2016
	(amounts in thousands, except per share data)
	Actual		Pro Forma
Net revenues	$	97,452	$	100,007
Net income (loss) available to the Company	$	(9,742)	$	3,033
Net income (loss) available to common shareholders	$	(10,292)	$	2,620
Net income (loss) available to common shareholders
per common share - basic	$	(0.26)	$	0.07
Net income (loss) available to common shareholders
per common share - diluted	$	(0.26)	$	0.07
Weighted shares outstanding basic		38,910,322		38,477,724
Weighted shares outstanding diluted		38,910,322		39,259,540
Conversion of preferred stock for dilutive purposes

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CONTINGENCIES AND COMMITMENTS (Block)

3 Months Ended

Mar. 31, 2017

Commitments And Contingencies Disclosure Abstract

Commitments And Contingencies Disclosure Text Block

11. CONTINGENCIES AND COMMITMENTS

Contingencies

If the CBS Radio Merger Agreement is terminated under certain circumstances, the Company will be required to pay CBS a termination fee of $30 million and the costs for the committed financing.

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 28, 2017.

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SUBSEQUENT EVENTS (Block)

3 Months Ended

Mar. 31, 2017

Subsequent Events Abstract

Schedule Of Subsequent Events Text Block

12. SUBSEQUENT EVENTS

Events occurring after March 31, 2017, and through the date that these consolidated financial statements were issued were evaluated to ensure that any subsequent events that met the criteria for recognition have been included and are as follows:

On April 12, 2017, the Company filed a Registration Statement with the SEC on Form S-4 relating to the Merger. This filing contains details relating to share distribution, amounts, terms, and other information relating to the Merger.

On April 19, 2017, the Company filed a proxy statement relating to a special meeting of the shareholders in connection with the Merger.

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INTANGIBLE ASSETS AND GOODWILL (Tables)

3 Months Ended

Mar. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of the changes in broadcasting license

	Broadcasting Licenses
	Carrying Amount
	March 31,		December 31,
	2017		2016
	(amounts in thousands)
Beginning of period balance as of January 1,	$	823,195	$	807,381
Disposition of FCC broadcasting license		(13,500)		-
Consolidation (deconsolidation) of a VIE		(15,738)		15,738
Acquisition of radio stations		17,174		-
Acquisitions - other		-		112
Disposition of radio stations previously reflected as held for sale		-		(36)
Ending period balance	$	811,131	$	823,195

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OTHER CURRENT AND LONG-TERM LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2017

Other Liabilities Disclosure Abstract

Schedule of Accounts Payable and Accrued Liabilities

	Other Current Liabilities
	March 31,		December 31,
	2017		2016
	(amounts in thousands)
Accrued compensation	$	6,531	$	8,059
Accounts receivable credits		3,988		3,571
Advertiser obligations		1,240		1,102
Accrued interest payable		1,785		3,587
Other		3,150		3,284
Total other current liabilities	$	16,694	$	19,603

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LONG-TERM DEBT LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2017

Debt Disclosure [Abstract]

Schedule of Debt

			Long-Term Debt
			March 31,		December 31,
			2017		2016
				(amounts in thousands)
	Credit Facility
		Revolver, due November 1, 2021	$	7,000	$	-
		Term B Loan, due November 1, 2023		458,000		480,000
				465,000		480,000
	Other Debt
		Capital lease and other		83		87
Total debt before deferred financing costs				465,083		480,087
	Current amount of long-term debt			(15,940)		(4,817)
	Deferred financing costs (excludes the revolving credit)			(7,088)		(7,619)
Total long-term debt, net of current debt			$	442,055	$	467,651
Outstanding standby letters of credit			$	670	$	670

Schedule Of Net Interest Expense

	Net Interest Expense
	Three Months Ended
	March 31,
	2017		2016
	(amounts in thousands)
Stated interest and other fees	$	5,414	$	8,623
Amortization of deferred financing costs		586		687
Amortization of original issue discount of senior notes		-		91
Interest income and other investment income		(23)		(9)
Total net interest expense	$	5,977	$	9,392

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SHAREHOLDER'S EQUITY (Tables)

3 Months Ended

Mar. 31, 2017

Stockholders Equity Note Abstract

Schedule of dividends payable on unvested restricted stock units

		Dividend Equivalent Liabilities
	Balance Sheet	March 31,		December 31,
	Location	2017		2016
		(amounts in thousands)
Short-term	Other current liabilities	$	155	$	260
Long-term	Other long-term liabilities		508		348
Total		$	663	$	608

ESPP Shares Purchased and Non-Cash Comp Expense

	Three Months Ended
	March 31,
	2017		2016
	(amounts in thousands)
Number of shares purchased		15		-
Non-cash compensation expense recognized	$	32	$	-

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SHARE-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2017

Disclosure Of Compensation Related Costs Sharebased Payments Abstract

Schedule Of Restricted Stock Units Market Based

		Three Months		Year
		Ended		Ended
		March 31,		December 31,
		2017		2016
		(amounts in thousands, except per share data)
Reconciliation Of RSUs With Market Conditions
	Beginning of period balance		630		390
	Number of RSUs granted		-		470
	Number of RSUs forfeited		-		-
	Number of RSUs vested		(50)		(230)
	End of period balance		580		630
	Weighted average fair value of RSUs granted
	with market conditions	$	-	$	7.34

Schedule Of Other Options Dislcosure

	Three Months Ended March 31,
Option Exercise Data	2017		2016
	(amounts in thousands)
Intrinsic value of options exercised	$	50	$	25
Tax benefit from options exercised (1)	$	20	$	10
Cash received from exercise price of options exercised	$	5	$	3

Stock Option Valuation Assumptions

	Three Months			Year
	Ended			Ended
	March 31,			December 31,
	2017		2016
Expected Volatility Term Structure (1)		34% to 45%		35% to 45%
Risk-Free Interest Rate (2)		0.1% to 1.1%		0.4% to 1.1%
Annual Dividend Payment Per Share (Constant) (3)	$	0.30	$	0.30

Schedule Of significant ranges of outstanding and exercisable options

				Options Outstanding				Options Exercisable
				Number Of	Weighted			Number Of
				Options	Average	Weighted		Options	Weighted
Range Of				Outstanding	Remaining	Average		Exercisable	Average
Exercise Prices				March 31,	Contractual	Exercise		March 31,	Exercise
From		To		2017	Life	Price		2017	Price
$	1.34	$	1.34	300,562	1.9	$	1.34	300,562	$	1.34
$	2.02	$	11.78	25,000	1.4	$	8.87	25,000	$	8.87
$	1.34	$	11.78	325,562	1.8	$	1.92	325,562	$	1.92

Schedule of recognized stock-based compensation expense

	Three Months Ended
	March 31,
	2017		2016
		(amounts in thousands)
Station operating expenses	$	204	$	227
Corporate general and administrative expenses		1,389		1,254
Stock-based compensation expense included in operating expenses		1,593		1,481
Income tax benefit (1)		508		551
Net stock-based compensation expense	$	1,085	$	930

Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Restricted Stock Units, Vested and Expected to Vest

			Number			Weighted	Aggregate
			Of	Weighted		Average	Intrinsic
			Restricted	Average		Remaining	Value As Of
			Stock	Purchase		Contractual	March 31,
	Period Ended		Units	Price		Term (Years)	2017
RSUs outstanding as of:	December 31, 2016		2,074,794
RSUs awarded			27,818
RSUs released			(434,313)
RSUs forfeited			(1,625)
RSUs outstanding as of:	March 31, 2017		1,666,674	$	-	1.7	$	23,833,438
RSUs vested and expected
to vest as of:	March 31, 2017		1,666,674	$	-	1.7	$	23,134,454
RSUs exercisable (vested and
deferred) as of:	March 31, 2017		48,880	$	-	-	$	698,984
Weighted average remaining
recognition period in years			2.3
Unamortized compensation
expense		$	11,504,932

Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Options Vested And Expected To Vest Outstanding

						Weighted	Intrinsic
				Weighted		Average	Value
				Average		Remaining	As Of
		Number Of		Exercise		Contractual	March 31,
	Period Ended	Options		Price		Term (Years)	2017
Options outstanding as of:	December 31, 2016		329,562	$	1.91
Options granted			-		-
Options exercised			(4,000)		1.34
Options forfeited			-
Options expired			-
Options outstanding as of:	March 31, 2017		325,562	$	1.92	1.8	$	4,030,984
Options vested and expected to
vest as of:	March 31, 2017		325,562	$	1.92	1.8	$	4,030,984
Options vested and exercisable as of:	March 31, 2017		325,562	$	1.92	1.8	$	4,030,984
Weighted average remaining
recognition period in years			-
Unamortized compensation expense		$	-

Schedule Of Restricted Stock Units Performance Based [Text Block]

		Three Months		Year
		Ended		Ended
		March 31,		December 31,
		2017		2016
		(amounts in thousands, except per share data)
Reconciliation Of RSUs With Service And Performance
Conditions
	Beginning of period balance		-		29
	Number of RSUs granted		-		-
	Number of RSUs that did not meet criteria		-		(29)
	Number of RSUs vested		-		-
	Average fair value of RSUs granted with performance
	conditions	$	-	$	-

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NET INCOME PER COMMON SHARE (Tables)

3 Months Ended

Mar. 31, 2017

Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract]

Schedule of Earnings Per Share Reconciliation [Table Text Block]

			Three Months Ended
			March 31,
			2017		2016
			(amounts in thousands except per share data)
Basic Income (Loss) Per Share
	Numerator
		Net income (loss) available to the Company	$	(9,331)	$	4,412
		Preferred stock dividends		550		413
		Net income (loss) available to common shareholders	$	(9,881)	$	3,999
	Denominator
		Basic weighted average shares outstanding		38,910		38,448
		Basic net income (loss) per share available
		to common shareholders	$	(0.25)	$	0.10
Diluted Income (Loss) Per Share
	Numerator
		Net income (loss) available to the Company	$	(9,331)	$	4,412
		Preferred stock dividends		550		413
		Net income (loss) available to common shareholders	$	(9,881)	$	3,999
	Denominator
		Basic weighted average shares outstanding		38,910		38,448
		Effect of RSUs and options under the treasury stock
		method		-		812
		Diluted weighted average shares outstanding		38,910		39,260
		Diluted net income (loss) per share available
		to common shareholders	$	(0.25)	$	0.10

Equity Award Impact Schedule

		Three Months Ended
		March 31,
Impact Of Equity Issuances		2017		2016
		(amounts in thousands, except per share data)
Shares excluded as anti-dilutive under the treasury stock method:
	Options		-		23
	Price range of options: from	$	-	$	10.62
	Price range of options: to	$	-	$	11.78
	RSUs with service conditions		-		5
RSUs excluded with service and market conditions as
market conditions not met			267		185
RSUs excluded with service and performance conditions as
performance conditions not met			-		29
Perpetual cumulative convertible preferred stock treated as
anti-dilutive under the as if method			1,953		1,916
Excluded shares as anti-dilutive when reporting a net loss			1,164		-

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2017

Fair Value Disclosures Abstract

Schedule of recurring fair value measurements

	Fair Value Measurements At Reporting Date
	March 31,		December 31,
Description	2017		2016
	(amounts in thousands)
Liabilities
Deferred compensation - Level 1 (1)	$	11,273	$	10,875

Schedule Of Carrying Value Of Financial Instruments

	March 31,				December 31,
	2017				2016
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
	(amounts in thousands)
Term B Loan (1)	$	458,000	$	461,149	$	480,000	$	487,200
Revolver (2)	$	7,000	$	7,000	$	-	$	-
Other debt (3)	$	83			$	87
Letters of credit (4)	$	670			$	670

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ACQUISITIONS, DIVESTITURES AND PRO FORMA SUMMARY (Tables)

3 Months Ended

Mar. 31, 2017

Business Combinations [Abstract]

Schedule of merger and acquisition costs

	Three Months Ended
	March 31,
	2017		2016
	(amounts in thousands)
Merger and acquisition costs	$	10,271	$	-

Schedule of unaudited pro forma summary of financial information

	Three Months Ended
	March 31,
	2017		2016
	(amounts in thousands, except per share data)
	Actual		Pro Forma
Net revenues	$	97,452	$	100,007
Net income (loss) available to the Company	$	(9,742)	$	3,033
Net income (loss) available to common shareholders	$	(10,292)	$	2,620
Net income (loss) available to common shareholders
per common share - basic	$	(0.26)	$	0.07
Net income (loss) available to common shareholders
per common share - diluted	$	(0.26)	$	0.07
Weighted shares outstanding basic		38,910,322		38,477,724
Weighted shares outstanding diluted		38,910,322		39,259,540
Conversion of preferred stock for dilutive purposes

ScheduleOfRestructuringReserveByTypeOfCostTextBlock

	Three Months		Year
	Ended		Ended
	March 31,		December 31,
	2017		2016
	(amounts in thousands)
Restructuring charges, beginning balance	$	650	$	1,686
Additions through accruals		-		-
Deductions through payments		(19)		(1,036)
Restructuring charges unpaid and outstanding		631		650
Less lease abandonment costs over a long-term period		(557)		(576)
Short-term restructuring charges unpaid and outstanding	$	74	$	74

Charlotte [Member]

Acquisition [Line Items]

Schedule Of Acquisition Valuation [Table Text Block]

	January 6,		Useful Lives In Years
Description	2017		From	To
	(amounts in
	thousands)
Assets
Land	$	2,539	non-depreciating
Buildings		217	15	25
Equipment		4,569	3	40
Total property plant and equipment		7,325
Deferred tax asset		287	life of underlying asset
Radio broadcasting licenses and goodwill		17,384	non-amortizing
Total assets		24,996
Liabilities
Unfavorable lease liabilities		735	over remaining lease life
Deferred tax liability		261	life of underlying liability
Total liabilities		996
Net assets	$	24,000

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BASIS OF PRESENTATION AND ORGANIZATION (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($)
Organization Consolidation And Presentation Of Financial Statements Abstract
CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption	$ 5,112
NewAccountingPronouncementOrChangeInAccountingPrincipleRetrospectiveAdjustmentsAbstract
Cumulative Effect Adj- Modified Retrospective - Gross Impact on Accum Deficit	4,900
Cumulative Effect Adj - Modified Retrospective - Net Impact on Accumulated Deficit	4,600
Cumulative Effect Adj - Modified Retrospective - Tax Impact on Accum Deficit	$ 300

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INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Changes in broadcasting licenses [Line Items]
Beginning of period balance	$ 823,195	$ 807,381
Consolidation of a VIE	(15,738)	15,738
Impairment loss	(13,500)	0
Acquisition of radio stations	17,174	0
Assets held for sale	0	0
Deconsolidation of a subsidiary	0	(36)
Acquisition - other	0	112
Dispositions	0	0
Indefinitelived Intangible Assets Acquired Through Exchange	0	0
Ending period balance	811,131	823,195
Changes in goodwill [Roll Forward]
Beginning balance after cumulative loss on impairment	32,718
Ending balance	$ 32,761	$ 32,718

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OTHER CURRENT AND LONG-TERM LIABILITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Accounts Payable and Accrued Liabilities, Current [Abstract]
Accrued compensation	$ 6,531	$ 8,059
Accounts receivable credits	3,988	3,571
Advertiser obligations	1,240	1,102
Accrued interest payable	1,785	3,587
Other	3,150	3,284
Total other current liabilities	$ 16,694	$ 19,603

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LONG-TERM DEBT LIABILITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Nov. 01, 2016
Debt Instrument [Line Items]
New Credit Facility	$ 458,000		$ 540,000
Total	465,083	$ 480,087
Current amount of long-term debt	(15,940)	(4,817)
Total long-term debt	442,055	467,651
Outstanding standby letter of credit	670	670
Capital Lease Obligations
Debt Instrument [Line Items]
Other	83	87
Total Credit Facility [Member]
Debt Instrument [Line Items]
New Credit Facility	465,000	480,000
Deferred Financing Costs [Member]
Debt Instrument [Line Items]
Total	(7,088)	(7,619)
New Revolver due November 1, 2021
Debt Instrument [Line Items]
New Credit Facility	7,000	0	60,000
New Term B Loan due November 1, 2023
Debt Instrument [Line Items]
New Credit Facility	$ 458,000	$ 480,000	$ 480,000

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LONG-TERM DEBT LIABILITIES - Senior Debt (Details) $ in Millions	Mar. 31, 2017 USD ($)	Nov. 01, 2016 USD ($)
Debt Instrument [Line Items]
Undrawn amount of the Revolver	$ 52.3
Consolidated Leverage Ratio	4
Consolidated Interest Coverage Ratio	4.8
New Credit Facility, Amount Outstanding	$ 458.0	$ 540.0
Additional Tranche - CBS Radio Facility	$ 500.0
Minimum [Member]
Debt Instrument [Line Items]
Consolidated Interest Coverage Ratio	2
Maximum [Member]
Debt Instrument [Line Items]
Consolidated Leverage Ratio	5
AdditionalTrancheCbsRadioFacility [Member]
Debt Instrument [Line Items]
Mandatory Prepayment Percentage	1.00%
AdditionalTrancheCbsRadioFacility [Member] | Libor Rate Plus
Debt Instrument [Line Items]
Variable rate plus fees	2.75%

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LONG-TERM DEBT LIABILITIES - Senior Unsecured Debt (Details) - Senior Unsecured Debt $ in Millions	12 Months Ended
	Dec. 31, 2011 USD ($)
Debt Instrument [Line Items]
Senior Notes	$ 220.0
Net Proceeds	212.7
Debt Instrument Original Issue Discount	2.9
Deferred Finance Costs, Current, Net	$ 6.1
Debt Instrument, Interest Rate, Stated Percentage	10.50%

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LONG-TERM DEBT LIABILITIES - Debt Extinguishment and Net Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Net Interest Expense
Interest expense	$ 5,414	$ 8,623
Amortization of deferred financing costs	586	687
Amortization of original issue discount of senior notes	0	91
Interest income and other investment income	(23)	(9)
Total net interest expense	$ 5,977	$ 9,392

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LONG-TERM DEBT LIABILITIES - Maturities (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Aggregate Principal Maturities [Line Items]
Total	$ 465,083	$ 480,087

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SHAREHOLDER'S EQUITY (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Dividends And Shares Activitiy [Line Items]
Dvidend Equivalent liability - short term	$ 155		$ 260
Dvidend Equivalent liability - long term	508		348
Total Dividend Equivalent Liability	663		608
Dividend payments	2,916	$ 0
Amount recorded as financing activity	(2,436)	(2,142)	(2,268)
Dividends paid on preferred stock	$ 550		1,788
Employee stock purchase plan, authorized shares	1,000
Stock Issued During Period Value Employee Stock Purchase Plan	$ 181		$ 379
Total Non cash compensation expense recognized	$ 1,085	930
Espp Shares Market Value	85.00%
Espp Share Discount	15.00%
PaymentsOfDividendsAbstract
Payments of Dividends, Common Stock	$ 2,916	0
PaymentsOfDividendsPreferredStockAndPreferenceStock	$ 550	$ 413
ESPP [Member]
Dividends And Shares Activitiy [Line Items]
Stock Issued During Period Shares Employee Stock Purchase Plans	15	0
Total Non cash compensation expense recognized	$ 32	$ 0

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SHARE-BASED COMPENSATION - Equity Compensation Plan and RSU Acitivity (Details)	3 Months Ended
	Mar. 31, 2017 shares
Restricted Stock Unit Activity [Abstract]
RSUs issued	27,818
RSUs forfeited	(1,625)
RSUs vested and released	434,313

XML

SHARE-BASED COMPENSATION - RSU Activity - Summary of Change (Details)	3 Months Ended
	Mar. 31, 2017 USD ($) $ / shares shares
Number of Restricted Stock Units [Roll Forward]
RSUs beginning	2,074,794
RSUs awarded	27,818
RSUs released	(434,313)
RSUs forfeited	(1,625)
RSUs ending	1,666,674
Weighted Average Purchase Price RSUs | $ / shares	$ 0
Weighted Average Remaining Contractual Term (Years) RSUs	1 year 8 months 12 days
Aggregate Intrinsic Value RSUs | $	$ 23,833,438
Number of RSUs vested and expected to vest	1,666,674
Weighted Average Purchase Price of RSUs vested and expected to vest | $ / shares	$ 0
Weighted Average Remaining Contractual Term (Years) of RUSs vested and expected to vest	1 year 8 months 12 days
Aggregate Intrinsic Value RSUs vested and expected to vest | $	$ 23,134,454
Number of RSUs exercisable	48,880
Weighted Average Purchase Price of RUSs exercisable | $ / shares	$ 0
Weighted Average Remaining Contractual Term (Years) of RUSs exercisable	0 years
Aggregate Intrinsic Value RSUs exercisable | $	$ 698,984
Weighted average remaining recognition period in years	2 years 3 months 18 days
Unamortized compensation expense, net of estimated forfeitures | $	$ 11,504,932

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SHARE-BASED COMPENSATION - RSUs with Market Conditions (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Share-based Compensation Restricted Stock Units With Market Conditions [Line Items]
RSUs issued	27,818
Reconciliation Of RSUs With Market Conditions [Abstract]
RSUs beginning	2,074,794
Number of RSUs granted	27,818
Number of RSUs forfeited	(1,625)
Number of RSUs vested	(434,313)
RSUs ending	1,666,674	2,074,794
Net RSUs increase (decrease) to APIC	$ 1,593	$ 6,539
Restricted Stock Units With Market Conditions [Member]
Share-based Compensation Restricted Stock Units With Market Conditions [Line Items]
RSUs issued	0	470,000
Reconciliation Of RSUs With Market Conditions [Abstract]
RSUs beginning	630,000	390,000
Number of RSUs granted	0	470,000
Number of RSUs forfeited	0	0
Number of RSUs vested	(50,000)	(230,000)
RSUs ending	580,000	630,000
Fair value of each RSU issued with market conditions	$ 0	$ 7.34
Restricted Stock Units With Market Conditions [Member] | Maximum [Member]
Reconciliation Of RSUs With Market Conditions [Abstract]
RSUs beginning	0
RSUs ending		0
Restricted Stock Units With Performance Conditions [Member]
Share-based Compensation Restricted Stock Units With Market Conditions [Line Items]
RSUs issued	0	0
Reconciliation Of RSUs With Market Conditions [Abstract]
RSUs beginning	0	29,000
Number of RSUs granted	0	0
Number of RSUs forfeited	0	(29,000)
Number of RSUs vested	0	0
RSUs ending	0	0
Fair value of each RSU issued with market conditions	$ 0	$ 0

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SHARE-BASED COMPENSATION - Other Options Disclosures (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Other Options Disclosures [Line Items]
Intrinsic value of options exercised	$ 50	$ 25
Tax benefit from options exercised, before impact of valuation allowance	20	10
Cash received from exercise price of options exercised	$ 5	$ 3

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SHARE-BASED COMPENSATION - Options Activity (Details)	3 Months Ended
	Mar. 31, 2017 USD ($) $ / shares shares
Options activity [Roll Forward]
Options beginning	329,562
Options granted	0
Options exercised	(4,000)
Options forfeited	0
Options expired	0
Options ending	325,562
Weighted average exercise price - beginning | $ / shares	$ 1.91
Weighted average exercise price - options exercised | $ / shares	1.34
Weighted average exercise price - options forfeited | $ / shares	0
Weighted average exercise price - options expired | $ / shares	0
Weighted average exercise price - ending | $ / shares	$ 1.92
Weighted Average Remaining Contractual Term (Years) Options	1 year 9 months 18 days
Intrinsic Value Options | $	$ 4,030,984
Options vested and expected to vest	325,562
Options vested and exercisable	325,562
Weighted average exercise price options vested and expected to vest | $ / shares	$ 1.92
Weighted average exercise price options vested and exerciable | $ / shares	$ 1.92
Weighted average remaining contractual period (Years) options vested and expected to vest	1 year 9 months 18 days
Weighted average remaining contractual period (years) options vested and exercisable	1 year 9 months 18 days
Intrinsic value options vested and expected to vest | $	$ 4,030,984
Intrinsic value options vested and exercisable | $	$ 4,030,984
Weighted average remaining recognition period in years	0 years
Unamortized compensation expense, net of estimated forfeitures | $	$ 0

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SHARE-BASED COMPENSATION - Valuation Method (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Valuation Methodology [Abstract]
Expected volatility factor (%) - Minimum	34.00%	35.00%
Expected volatility factor (%) - Maximum	45.00%	45.00%
Risk-free interest rate (%) - Minimum	0.10%	0.40%
Risk-free interest rate (%) - Maximum	1.10%	1.10%
Expected dividend yield (%)	30.00%	30.00%

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SHARE-BASED COMPENSATION - Other Award Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Significant ranges of outstanding and exercisable options [Line Items]
Number of options outstanding	325,562		329,562
Weighted average remaining contractual life options outstanding	1 year 9 months 18 days
Weighted average exercise price options outstanding	$ 1.92		$ 1.91
Number of options exercisable	325,562
Weighted average exercise price options exercisable	$ 1.92
Recognized Non-Cash Compensation Expense [Line Items]
Total Non cash compensation expense recognized	$ 1,085	$ 930
Exercise prices from 1.34 to 1.34
Significant ranges of outstanding and exercisable options [Line Items]
Number of options outstanding	300,562
Weighted average remaining contractual life options outstanding	1 year 10 months 24 days
Weighted average exercise price options outstanding	$ 1.34
Number of options exercisable	300,562
Weighted average exercise price options exercisable	$ 1.34
Exercise prices from 2.02 to 11.78
Significant ranges of outstanding and exercisable options [Line Items]
Number of options outstanding	25,000
Weighted average remaining contractual life options outstanding	1 year 4 months 24 days
Weighted average exercise price options outstanding	$ 8.87
Number of options exercisable	25,000
Weighted average exercise price options exercisable	$ 8.87
Station operating expenses [Member]
Recognized Non-Cash Compensation Expense [Line Items]
Total Non cash compensation expense recognized	$ 204	227
Corporate general and administrative expenses [Member]
Recognized Non-Cash Compensation Expense [Line Items]
Total Non cash compensation expense recognized	1,389	1,254
Stock-based compensation expense included in operating expenses [Member]
Recognized Non-Cash Compensation Expense [Line Items]
Total Non cash compensation expense recognized	1,593	1,481
Income tax benefit (net of a fully reserved valuation allowance for prior year) [Member]
Recognized Non-Cash Compensation Expense [Line Items]
Total Non cash compensation expense recognized	$ 508	$ 551

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NET INCOME PER COMMON SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Impact Of Equity Awards [Line Items]
Excluded shares as anti-dilutive when reporting loss	1,164	0
Earnings Per Share, Basic and Diluted [Abstract]
Net Income (Loss) Attributable to Parent	$ (9,331)	$ 4,412	$ 38,065
Preferred stock dividend	550	413
Net Income (Loss) Available to Common Stockholders, Basic	$ (9,881)	$ 3,999
Weighted Average Number Of Shares Outstanding Basic	38,910,322	38,447,724
Earnings Per Share Basic	$ (0.25)	$ 0.1
Incremental Common Shares Attributable to Share-based Payment Arrangements	0	812
Weighted Average Number Of Diluted Shares Outstanding	38,910,322	39,259,540
Earnings Per Share Diluted	$ (0.25)	$ 0.1
Options Activity [Member]
Impact Of Equity Awards [Line Items]
Excluded shares as anti-dilutive under the treasury stock method	0	23
Price range of option: from	$ 0	$ 10.62
Price range of option: to	$ 0	$ 11.78
Restricted Stock Units Activity [Member] | Restricted Stock Units Service Conditions [Member]
Impact Of Equity Awards [Line Items]
Excluded shares as anti-dilutive under the treasury stock method	0	5
Restricted Stock Units Activity [Member] | Restricted Stock Units Service And Market Conditions But Market Not Met [Member]
Impact Of Equity Awards [Line Items]
Excluded shares as anti-dilutive under the treasury stock method	267	185
Restricted Stock Units Activity [Member] | Restricted Stock Units Service And Performance Conditions But Performance Not Met [Member]
Impact Of Equity Awards [Line Items]
Excluded shares as anti-dilutive under the treasury stock method	0	29
Restricted Stock Units Activity [Member] | Perpetual Cumulative Convertible Preferred Stock [Member]
Impact Of Equity Awards [Line Items]
Excluded shares as anti-dilutive under the treasury stock method	1,953	1,916

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INCOME TAXES - Expected And Reported Income Taxes (Benefit) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract]
Income taxes (benefit)	$ (11,662)	$ 941
Effective income tax rate	55.60%	17.60%
Impairment loss	$ 0	$ 62
IncomeTaxExpenseBenefitIntraperiodTaxAllocation	$ 800

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INCOME TAXES - Expense (Benefit) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Deferred:
Total deferred	$ (11,662)	$ 941
Income taxes (benefit)	$ (11,662)	$ 941

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INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Deferred tax liabilities:
Deferred Tax Assets (Liabilities), Net	$ 75.9	$ 92.9

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FAIR VALUE OF FINANCIAL INSTRUMENTS - Recurring basis (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Fair Value, Inputs, Level 1 [Member]
Assets
Cash equivalents	$ 0
Liabilities
Deferred Compensation	11,273,000	$ 10,875,000
Fair Value, Inputs, Level 2 [Member]
Assets
Cash equivalents	$ 0

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FAIR VALUE OF FINANCIAL INSTRUMENTS - Carrying Value (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Finance Method Lease Obligations
Fair Value Of Instruments [Line Items]
Carrying value of debt	$ 83	$ 87
Letter of credit
Fair Value Of Instruments [Line Items]
Carrying value of debt	670	670
New Term B Loan [Member]
Fair Value Of Instruments [Line Items]
Carrying value of debt	458,000	480,000
Fair value of debt	461,149	487,200
New Revolver [Member]
Fair Value Of Instruments [Line Items]
Carrying value of debt	7,000	0
Fair value of debt	$ 7,000	$ 0

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ASSETS HELD FOR SALE (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Summary of the categories of property and equipment
Property Plant And Equipment Net	$ 64,002	$ 63,375
IntangibleAssetsGrossExcludingGoodwillAbstract
Indefinite-lived Intangible Assets	$ 811,131	$ 823,195	$ 807,381

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ACQUISITIONS, DIVESTITURES AND PRO FORMA SUMMARY (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Jan. 06, 2017
Acquisition [Line Items]
Payments to Acquire Businesses, Gross	$ 24,000	$ 0
Purchase price allocation [Abstract]
Total intangible assets	17,174		$ 0
Property Plant And Equipment Net	64,002		$ 63,375
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract]
Merger and acquisition costs	10,271	0
Merger and acquisition costs and restructuring charges	10,271	0
Restructuring Charges	0	0
Unaudited Pro Forma Summary Of Financial Information
Net revenues	97,452	100,007
Net income	$ (9,742)	$ 3,033
Net income per common share - basic	$ (0.26)	$ 0.07
Net income per common share - diluted	$ (0.26)	$ 0.07
Net income, available to common shareholders	$ (10,292)	$ 2,620
ProFormaWeightedAverageSharesOutstandingDiluted	38,910,322	39,259,540
WeightedAverageBasicSharesOutstandingProForma	38,910,322	38,477,724
Adjustment [Member]
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract]
Restructuring Charges	$ 0	$ 0
Lease abandonment expense [Member]
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract]
Restructuring Charges	0
Lease abandonment expense [Member] | Adjustment [Member]
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract]
Restructuring Charges	0	0
Cost Of Terminating Contracts [Member]
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract]
Restructuring Charges	0
Cost Of Terminating Contracts [Member] | Adjustment [Member]
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract]
Restructuring Charges	0	0
One Time Termination Expenses [Member]
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract]
Restructuring Charges	0
One Time Termination Expenses [Member] | Adjustment [Member]
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract]
Restructuring Charges	0	0
LFM [Member]
The expense recognized in the consolidated statement of income as merger and acquisition costs [Abstract]
Merger and acquisition costs and restructuring charges	10,271	0
KRWZAM [Member]
Unaudited Pro Forma Summary Of Financial Information
Expected gain on sale of station		300
ProceedsFromDivestitureOfBusinesses		$ 3,800
Charlotte [Member]
Acquisition [Line Items]
Payments to Acquire Businesses, Gross	$ 24,000
Purchase price allocation [Abstract]
Total assets				$ 24,996
Net assets acquired				24,000
Total liabilities acquired				996
Property, Plant and Equipment, Gross				7,325
Unaudited Pro Forma Summary Of Financial Information
Discount Rates	9.00%
Charlotte [Member] | Minimum [Member]
Unaudited Pro Forma Summary Of Financial Information
Fair Value Inputs Long Term Revenue Growth Rate	1.00%
Charlotte [Member] | Unfavorable lease liability [Member]
Purchase price allocation [Abstract]
Total current liabilities				735
Charlotte [Member] | OtherNoncurrentLiabilitiesMember
Purchase price allocation [Abstract]
Other long-term liabilities				261
Charlotte [Member] | Equipment [Member]
Purchase price allocation [Abstract]
Total tangible assets	$ 4,569
Charlotte [Member] | Equipment [Member] | Maximum [Member]
Purchase price allocation [Abstract]
Tangible assets amortization period	40 years
Charlotte [Member] | Equipment [Member] | Minimum [Member]
Purchase price allocation [Abstract]
Tangible assets amortization period	3 years
Charlotte [Member] | Land [Member]
Purchase price allocation [Abstract]
Total tangible assets	$ 2,539
Charlotte [Member] | Building [Member]
Purchase price allocation [Abstract]
Total tangible assets	$ 217
Charlotte [Member] | Building [Member] | Maximum [Member]
Purchase price allocation [Abstract]
Tangible assets amortization period	25 years
Charlotte [Member] | Building [Member] | Minimum [Member]
Purchase price allocation [Abstract]
Tangible assets amortization period	15 years
Charlotte [Member] | Radio Broadcasting Licences [Member]
Purchase price allocation [Abstract]
Total intangible assets	$ 17,384
Charlotte [Member] | Other Noncurrent Assets [Member]
Purchase price allocation [Abstract]
Intangible assets non amortizable				$ 287

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BUSINESS COMBINATIONS - Accrued Restructuring (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Restructuring Reserve [Abstract]
Restructuring charges, beginning balance	$ 650	$ 1,686
IncreaseDecreaseInRestructuringReserve	0	0
PaymentsForRestructuring	(19)	(1,036)
Restructuring charges, ending balance	631	650
RestructuringReserveNoncurrent	(557)	(576)
Restructuring Reserve Current	$ 74	$ 74

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PERPETUAL CUMULATIVE CONVERTIBALE PREFERRED STOCK (Details) $ in Thousands	Dec. 31, 2016 USD ($)
Preferred Stock Carrying Value [Abstract]
Perpetual Convertible Preferred Stock, Value, Issued	$ 27,732

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CONTINGENCIES AND COMMITMENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Commitments And Contingencies Disclosure Abstract
Letter of credit requirement	$ 670	$ 670
Contract Termination Fee	$ 30,000