XML 33 R16.htm IDEA: XBRL DOCUMENT v3.8.0.1
SHAREHOLDERS' EQUITY (Block)
 12 Months Ended
Dec. 31, 2017
Stockholders Equity Note Abstract  
Stockholders Equity Note Disclosure Text Block

11. SHAREHOLDERS’ EQUITY

Class B Common Stock

Shares of Class B common stock are transferable only to Joseph M. Field, David J. Field, certain of their family members, their estates and trusts for any of their benefit. Upon any other transfer, shares of Class B common stock automatically convert into shares of Class A common stock on a one-for-one basis.

In connection with the Merger, certain members of the Field family caused to be converted an aggregate of 3,152,333 shares of Class B common stock to Class A common stock in accordance with the provisions for voluntary conversion of Class B common stock pursuant to Section 10(e)(i) of the Company’s Articles of Incorporation.

Dividends

On November 2, 2017, the Company’s Board of Directors approved an increase to the Company’s annual common stock dividend program to $0.36 per share, beginning with the dividend paid in the fourth quarter of 2017. The Company expects quarterly dividend payments to be approximately $12.5 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 Senior Notes.

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 approximated $2.9 million per quarter. In addition to the quarterly dividend, the Company paid a special one-time cash dividend of $0.20 per share of common stock on August 30, 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. The special one-time cash dividend, which approximated $7.8 million, was permitted under the Merger Agreement.

Under the Credit Facility and the Senior Notes, the Company may be restricted in the amount available for dividends, share repurchases, investments, and debt repurchases in the future based upon its Consolidated Net Secured Leverage Ratio. The amount available can increase over time based upon the Company’s financial performance and used when its Consolidated Net Secured Leverage Ratio is less than or equal to the maximum Secured Leverage Ratio permitted at the time. There are certain other limitations that apply to its use.

The following table presents a summary of the Company’s dividend activity during the past two years ending December 31, 2017:

Aggregate
PaymentDividendsPayment
Equity TypeDateper ShareAmount
Common stockJune 15, 2016$ 0.075 $2,885,838
September 15, 2016$ 0.075 $2,886,179
December 15, 2016$ 0.075 $2,891,608
March 15, 2017$ 0.075 $2,915,952
June 15, 2017$ 0.075 $2,920,860
August 30, 2017$ 0.200 $7,791,075
September 15, 2017$ 0.075 $2,921,727
December 15, 2017$ 0.090 $12,633,039
PreferredJanuary 16, 2016$ 37,500.00 $412,500
April 16, 2016$ 37,500.00 $412,500
July 16, 2016$ 37,500.00 $412,500
October 16, 2016$ 50,000.00 $550,000
January 16, 2017$ 50,000.00 $550,000
April 16, 2017$ 50,000.00 $550,000
July 16, 2017$ 50,000.00 $550,000
October 16, 2017$ 62,500.00 $687,500
November 17, 2017$ 21,527.78 $236,806

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.

In connection with the Merger, the Company assumed the dividend equivalent liability associated with unvested RSU’s held by CBS Radio employees that were converted into the Company’s outstanding equity awards.

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

Dividend Equivalent Liabilities
Balance SheetDecember 31,
Location20172016
(amounts in thousands)
Short-term Other current liabilities$830$260
Long-termOther long-term liabilities1,331348
Total$2,161$608

Deemed Stock Repurchase When RSUs Vest

Upon vesting of RSUs, a tax obligation is created for both the employer and the employee. Unless employees elect to pay their tax withholding obligations in cash, the Company withholds shares of stock in an amount sufficient to cover their tax withholding obligations. The withholding of these shares by the Company is deemed to be a repurchase of its stock.

The following table provides summary information on the deemed repurchase of vested RSUs:

Years Ended December 31,
201720162015
(amounts in thousands)
Shares of stock deemed repurchased169232132
Amount recorded as financing activity$2,565$2,268$1,562

Employee Stock Purchase Plan

The Company adopted the Entercom 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 1.0 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.

Pursuant to the CBS Radio Merger Agreement, the Company agreed not to issue or authorize any shares of its capital stock until the earlier of the termination of the CBS Radio Merger Agreement or the consummation of the Merger. 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 second, third or fourth quarters of 2017. As the Merger closed in the fourth quarter of 2017, the Company plans to resume the ESPP in the first quarter of 2018.

Years Ended
December 31,
201720162015
(amounts in thousands)
Number of shares purchased1532-
Non-cash compensation expense recognized$32$67$-

Share Repurchase Plan

On November 2, 2017, the Company’s Board of Directors announced a share repurchase program (the “2017 Share Repurchase Program”) to permit the Company to purchase up to $100.0 million of the Company’s issued and outstanding shares of Class A common stock through open market purchases. Shares repurchased by the Company under the 2017 Share Repurchase Program will be at the discretion of the Company 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 Senior Notes.

During the year ended December 31, 2017, the Company repurchased 932,600 shares of Class A common stock at an aggregate average price of $11.45 per share for a total of $10.7 million.