SHAREHOLDERS' EQUITY (Block)

9 Months Ended

Sep. 30, 2017

Stockholders Equity Note Abstract

Stockholders Equity Note Disclosure Text Block

11. SHAREHOLDERS’ EQUITY

Dividends

During the second quarter of 2016, the Company’s Board of Directors 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 the Company’s Credit Facility and the CBS Radio Merger Agreement.

In addition to the quarterly dividend, the Company paid a special one-time cash dividend of $0.20 per share of common stock on September 15, 2017. Pursuant to the Merger Agreement, the Company agreed not to declare or pay any dividends or make other distributions in respect of any shares of the Company’s capital stock, except for the Company’s regular quarterly cash dividend. This special one-time cash dividend, which approximated $7.8 million, is an exception under the Merger Agreement to the restriction on payment of dividends.

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	September 30,		December 31,
	Location	2017		2016
		(amounts in thousands)
Short-term	Other current liabilities	$	446	$	260
Long-term	Other long-term liabilities		637		348
Total		$	1,083	$	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 at a price 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.

Pursuant to the CBS Radio Merger Agreement, until the earlier of the termination of the CBS Radio Merger Agreement or the consummation of the Merger, the Company has agreed not to issue or authorize any shares of its capital stock. As a result, the Company effectively suspended the ESPP during the second quarter of 2017. There were no shares purchased and the Company did not recognize any non-cash compensation expense in connection with the ESPP during the three months ended September 30, 2017. The Company plans to resume the ESPP after the consummation of the Merger.

	Nine Months Ended
	September 30,
	2017		2016
	(amounts in thousands)
Number of shares purchased		15		18
Non-cash compensation expense recognized	$	32	$	34