Company Quick10K Filing
Entercom Communications
Price3.40 EPS-2
Shares138 P/E-1
MCap470 P/FCF4
Net Debt1,696 EBIT-213
TEV2,166 TEV/EBIT-10
TTM 2019-09-30, in MM, except price, ratios
10-Q 2020-03-31 Filed 2020-05-19
10-K 2019-12-31 Filed 2020-03-02
10-Q 2019-09-30 Filed 2019-11-12
10-Q 2019-06-30 Filed 2019-08-09
10-Q 2019-03-31 Filed 2019-05-03
10-K 2018-12-31 Filed 2019-02-27
10-Q 2018-09-30 Filed 2018-11-08
10-Q 2018-06-30 Filed 2018-08-09
10-Q 2018-03-31 Filed 2018-05-09
10-K 2017-12-31 Filed 2018-03-16
10-Q 2017-09-30 Filed 2017-11-06
10-Q 2017-06-30 Filed 2017-08-04
10-Q 2017-03-31 Filed 2017-05-09
10-K 2016-12-31 Filed 2017-02-28
10-Q 2016-09-30 Filed 2016-11-08
10-Q 2016-06-30 Filed 2016-08-05
10-Q 2016-03-31 Filed 2016-05-06
10-K 2015-12-31 Filed 2016-02-26
10-Q 2015-09-30 Filed 2015-11-06
10-Q 2015-06-30 Filed 2015-08-07
10-Q 2015-03-31 Filed 2015-05-05
10-K 2014-12-31 Filed 2015-03-02
10-Q 2014-09-30 Filed 2014-11-04
10-Q 2014-06-30 Filed 2014-08-06
10-Q 2014-03-31 Filed 2014-05-09
10-K 2013-12-31 Filed 2014-03-03
10-Q 2013-09-30 Filed 2013-11-12
10-Q 2013-06-30 Filed 2013-08-07
10-Q 2013-03-31 Filed 2013-05-09
10-K 2012-12-31 Filed 2013-02-27
10-Q 2012-09-30 Filed 2012-10-31
10-Q 2012-06-30 Filed 2012-08-03
10-Q 2012-03-31 Filed 2012-05-10
10-K 2011-12-31 Filed 2012-02-29
10-Q 2011-09-30 Filed 2011-11-02
10-Q 2011-06-30 Filed 2011-08-09
10-Q 2011-03-31 Filed 2011-05-09
10-K 2010-12-31 Filed 2011-02-09
10-Q 2010-09-30 Filed 2010-11-05
10-Q 2010-06-30 Filed 2010-08-02
10-Q 2010-03-31 Filed 2010-05-07
10-K 2009-12-31 Filed 2010-03-15
8-K 2020-05-14
8-K 2020-05-05
8-K 2020-04-30
8-K 2020-04-20
8-K 2020-04-03
8-K 2020-03-25
8-K 2020-03-09
8-K 2020-03-02
8-K 2020-02-25
8-K 2020-02-20
8-K 2019-12-10
8-K 2019-11-08
8-K 2019-10-22
8-K 2019-09-24
8-K 2019-08-07
8-K 2019-05-21
8-K 2019-04-30
8-K 2019-04-30
8-K 2019-04-22
8-K 2019-04-08
8-K 2019-02-22
8-K 2018-12-18
8-K 2018-12-03
8-K 2018-11-06
8-K 2018-10-11
8-K 2018-09-21
8-K 2018-08-08
8-K 2018-05-16
8-K 2018-05-08
8-K 2018-03-08

ETM 10Q Quarterly Report

Part I
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II
Item 1. Legal Proceedings
Item 1A Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-31.1 etm-20200331xex311.htm
EX-31.2 etm-20200331xex312.htm
EX-32.1 etm-20200331xex321.htm
EX-32.2 etm-20200331xex322.htm

Entercom Communications Earnings 2020-03-31

Balance SheetIncome StatementCash Flow
4.63.72.81.80.90.02012201420172020
Assets, Equity
0.60.40.20.0-0.2-0.42012201420172020
Rev, G Profit, Net Income
0.20.10.0-0.0-0.1-0.22012201420172020
Ops, Inv, Fin

etm-20200331
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Table of Contents
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, 2020
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:        01-14461
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.)
2400 Market Street, 4th Floor
Philadelphia, Pennsylvania 19103
(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 every Interactive Data File required to be submitted 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 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
Emerging growth company
Non-accelerated filer

Smaller reporting 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
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $.01 per shareETMNew York Stock Exchange
Series A Junior Participating Convertible Preferred Stock, par value $0.01 per share
Series B Junior Participating Convertible Preferred Stock, par value $0.01 per share
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 – 133,982,984 Shares Outstanding as of April 30, 2020
(Class A Shares Outstanding include 2,826,102 unvested and vested but deferred restricted stock units)
Class B common stock, $0.01 par value – 4,045,199 Shares Outstanding as of April 30, 2020.
i

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ENTERCOM COMMUNICATIONS CORP.
INDEX
Table of Contents
Page



Table of Contents
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.



iii

Table of Contents
PART I
FINANCIAL INFORMATION
ITEM 1.  Financial Statements
ENTERCOM COMMUNICATIONS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
(unaudited)
MARCH 31, 2020DECEMBER 31,
2019
ASSETS:
Cash
$189,238  $20,393  
Accounts receivable, net of allowance of $19,493 in 2020 and $17,515 in 2019
300,193  378,912  
Prepaid expenses, deposits and other
41,823  25,375  
Total current assets
531,254  424,680  
Investments
3,305  3,305  
Property and equipment, net350,945  350,666  
Operating lease right-of-use assets
248,501  259,613  
Radio broadcasting licenses
2,508,121  2,508,121  
Goodwill
43,892  43,920  
Assets held for sale
10,188  10,188  
Other assets, net 39,315  43,185  
TOTAL ASSETS
$3,735,521  $3,643,678  
LIABILITIES:
Accounts payable
$4,898  $5,961  
Accrued expenses
67,198  76,078  
Other current liabilities
84,983  76,837  
Operating lease liabilities
34,539  35,335  
Long-term debt, current portion5,488  16,377  
Total current liabilities
197,106  210,588  
Long-term debt, net of current portion1,822,819  1,697,114  
Operating lease liabilities, net of current portion
243,806  253,346  
Net deferred tax liabilities555,532  549,658  
Other long-term liabilities
46,071  51,529  
Total long-term liabilities
2,668,228  2,551,647  
Total liabilities
2,865,334  2,762,235  
CONTINGENCIES AND COMMITMENTS


SHAREHOLDERS' EQUITY:
Class A, B and C common stock
1,381  1,379  
Additional paid-in capital
1,656,015  1,655,781  
Accumulated deficit
(784,716) (775,578) 
Accumulated other comprehensive income (loss)
(2,493) (139) 
Total shareholders' equity
870,187  881,443  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
$3,735,521  $3,643,678  
See notes to condensed consolidated financial statements.
1

Table of Contents
ENTERCOM COMMUNICATIONS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except share and per share data)
(unaudited)
THREE MONTHS ENDED
MARCH 31,
20202019
NET REVENUES
$297,030  $309,005  
OPERATING EXPENSE:
Station operating expenses
250,051  248,985  
Depreciation and amortization expense
12,498  11,104  
Corporate general and administrative expenses
17,237  20,935  
Integration costs
622  1,135  
Restructuring charges
4,209  1,014  
Impairment loss
1,050    
Merger and acquisition costs
  9  
Net time brokerage agreement (income) fees
  40  
Net (gain) loss on sale or disposal of assets
  (4,600) 
Total operating expense
285,667  278,622  
OPERATING INCOME (LOSS)
11,363  30,383  
INTEREST EXPENSE
23,621  25,220  
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT)
(12,258) 5,163  
INCOME TAX (BENEFIT) EXPENSE(3,120) 2,038  
NET INCOME (LOSS)(9,138) 3,125  
NET INCOME (LOSS) PER SHARE - BASIC$(0.07) $0.02  
NET INCOME (LOSS) PER SHARE - DILUTED$(0.07) $0.02  
WEIGHTED AVERAGE SHARES:
Basic134,890,401  138,099,180  
Diluted134,890,401  138,523,371  
See notes to condensed consolidated financial statements.
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ENTERCOM COMMUNICATIONS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(amounts in thousands)
(unaudited)
THREE MONTHS ENDED
March 31,
20202019
NET INCOME (LOSS)
$(9,138) $3,125  
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES (BENEFIT):
Net unrealized gain (loss) on derivatives,
net of taxes (benefit)
(2,354)   
COMPREHENSIVE INCOME (LOSS)
$(11,492) $3,125  
See notes to condensed consolidated financial statements.

3

Table of Contents
ENTERCOM COMMUNICATIONS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(amounts in thousands, except share data)
(unaudited)
Common StockAdditional
Paid-in
Capital
Retained
Earnings
(Accumulated
Deficit)
Accumulated
Other
Comprehensive
Income (Loss)
Total
Class AClass B
SharesAmountSharesAmount
Balance, December 31, 2018137,180,213  $1,372  4,045,199  $40  $1,693,512  $(360,664) $  $1,334,260  
Net income (loss) —  —  —  —  —  3,125  —  3,125  
Compensation expense related to granting of stock awards1,406,722  14  —  —  3,559  —  —  3,573  
Issuance of common stock related to the Employee Stock Purchase Plan ("ESPP")84,958  1  —  —  378  —  —  379  
Exercise of stock options180,300  2  —  —  242  —  —  244  
Purchase of vested employee restricted stock units(204,499) (2) —  —  (1,424) —  —  (1,426) 
Payment of dividends on common stock—  —  —  —  (12,913) —  —  (12,913) 
Dividend equivalents, net of forfeitures—  —  —  —  (463) —  —  (463) 
Application of amended leasing guidance—  —  —  —  —  4,719  —  4,719  
Balance, March 31, 2019138,647,694  $1,387  4,045,199  $40  $1,682,891  $(352,820) $  $1,331,498  

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ENTERCOM COMMUNICATIONS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(amounts in thousands, except share data)
(unaudited)
Common StockAdditional
Paid-in
Capital
Retained
Earnings
(Accumulated
Deficit)
Accumulated
Other
Comprehensive
Income (Loss)
Total
Class AClass B
SharesAmountSharesAmount
Balance, December 31, 2019133,867,621  $1,339  4,045,199  $40  $1,655,781  $(775,578) $(139) $881,443  
Net income (loss)—  —  —  —  —  (9,138) —  (9,138) 
Compensation expense related to granting of stock awards440,129  4  —  —  4,113  —  —  4,117  
Issuance of common stock related to the Employee Stock Purchase Plan ("ESPP")165,756  2  —  —  239  —  —  241  
Purchase of vested employee restricted stock units(432,472) (4) —  —  (1,390) —  —  (1,394) 
Payment of dividends on common stock—  —  —  —  (3,221) —  —  (3,221) 
Dividend equivalents, net of forfeitures—  —  —  —  493  —  —  493  
Net unrealized gain (loss) on derivatives—  —  —  —  —  —  (2,354) (2,354) 
Balance, March 31, 2020134,041,034  $1,341  4,045,199  $40  $1,656,015  $(784,716) $(2,493) $870,187  
See notes to condensed consolidated financial statements.
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ENTERCOM COMMUNICATIONS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)


THREE MONTHS ENDED MARCH 31,
20202019
OPERATING ACTIVITIES:
Net income (loss) available to common shareholders
$(9,138) $3,125  
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization
12,498  11,104  
Net amortization of deferred financing costs (net of original issue discount and debt premium)
97  86  
Net deferred taxes (benefit) and other
5,874  (2,669) 
Provision for bad debts
4,356  326  
Net (gain) loss on sale or disposal of assets
  (4,600) 
Non-cash stock-based compensation expense
1,780  3,573  
Deferred compensation
(4,917) 2,802  
Impairment loss
1,050    
Accretion expense, net of asset retirement obligation adjustments15  17  
Changes in assets and liabilities (net of effects of acquisitions, and dispositions):
Accounts receivable
77,093  72,495  
Prepaid expenses and deposits
(16,448) (8,808) 
Accounts payable and accrued liabilities
(14,970) (12,789) 
Accrued interest expense
14,194  6,698  
Accrued liabilities - long-term
(3,392) (5,629) 
Net cash provided by (used in) operating activities
68,092  65,731  
INVESTING ACTIVITIES:
Additions to property and equipment
(8,626) (18,622) 
Proceeds from sale of radio stations and other assets
  24,503  
Additions to amortizable intangible assets
(1,118) (1,888) 
Net cash provided by (used in) investing activities
(9,744) 3,993  
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ENTERCOM COMMUNICATIONS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)

THREE MONTHS ENDED MARCH 31,
20202019
FINANCING ACTIVITIES:
Borrowing under the revolving senior debt146,749    
Payments of long-term debt(11,878) (180,000) 
Payments of revolving senior debt(20,000)   
Proceeds from issuance of employee stock plan241  379  
Proceeds from the exercise of stock options  244  
Purchase of vested employee restricted stock units(1,394) (1,426) 
Payment of dividends on common stock(2,692) (12,430) 
Payment of dividend equivalents on vested restricted stock units(529) (483) 
Net cash provided by (used in) financing activities110,497  (193,716) 
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH168,845  (123,992) 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR20,393  192,258  
CASH AND CASH EQUIVALENTS, END OF PERIOD$189,238  $68,266  
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest$9,358  $18,446  
Income taxes$1,297  $1,790  
Dividends on common stock$2,692  $12,430  
See notes to condensed consolidated financial statements.
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ENTERCOM COMMUNICATIONS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2020 AND 2019
1. BASIS OF PRESENTATION AND SIGNIFICANT POLICIES
The interim unaudited condensed consolidated 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 condensed consolidated 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 consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2019, and filed with the SEC on March 2, 2020, 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.
The Company considers the applicability of any variable interest entities (“VIEs”) that are required to be consolidated by the primary beneficiary. As of March 31, 2020, and December 31, 2019, there were no VIEs requiring consolidation in these financial statements.
There have been no material changes from Note 2, Significant Accounting Policies, as described in the notes to the Company’s consolidated financial statements contained in its Form 10-K for the year ended December 31, 2019, that was filed with the SEC on March 2, 2020.
COVID-19
In December 2019, a novel strain of coronavirus ("COVID-19") surfaced in Wuhan, China and resulted in an outbreak with infections throughout China and abroad. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has led to emergency measures to combat its spread, including government-issued stay-at-home orders, implementation of travel bans, restrictions and limitations on social gatherings, closures of factories, schools, public buildings and businesses and has forced the implementation of alternative work arrangements. These emergency measures have had and are expected to continue to have an adverse effect on our business and operations. While the full impact of this outbreak is not yet known, we are closely monitoring the spread of COVID-19 and continually assessing its effects on our business, including how it has and will continue to have an impact on advertisers, professional sports and live events.
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 consolidated financial statements contained in its Form 10-K for the year ended December 31, 2019, that was filed with the SEC on March 2, 2020) that might have a material impact on the Company’s financial position, results of operations or cash flows.
Income Taxes
In December 2019, the accounting guidance for income taxes was amended to simplify accounting for certain income tax transactions. The amended accounting guidance made changes to accounting for intraperiod tax allocations and interim period tax accounting where the year-to-date loss exceeds the expected annual loss, among others. The Company implemented the amended accounting guidance for income taxes on January 1, 2020, without a need to make an adjustment to retained earnings. There was no impact to previously reported results of operations for any interim period.

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Measurement of Credit Losses
In June 2016, the accounting guidance for the measurement of credit losses on financial instruments was amended to provide financial statement users with more information about the expected credit losses on financial instruments and other commitments to extend credit. The amended guidance replaced the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. The amended guidance eliminated the probable initial recognition threshold and, in turn, reflects an entity's current estimate of all expected credit losses. The amended guidance does not specify the method for measuring expected credit losses, and the Company is permitted to apply methods that reasonably reflect its expectations of the credit loss estimate. The Company implemented the amended accounting guidance for measurement of credit losses on January 1, 2020, without a need to make an adjustment to retained earnings. There was no impact to previously reported results of operations for any interim period.
2. BUSINESS COMBINATIONS
The Company records acquisitions under the acquisition method of accounting, and allocates the purchase price 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.
2019 Cadence 13 Acquisition
On October 16, 2019, the Company completed its acquisition of Cadence 13, Inc. ("Cadence 13") by purchasing the remaining shares in Cadence 13 that it did not already own. The Company initially acquired a 45% interest in Cadence 13 in July 2017. The Company acquired the remaining interest in Cadence 13 for a purchase price of $24.3 million in cash plus working capital (the "Cadence 13 Acquisition").
In connection with this step acquisition of Cadence 13, the Company remeasured its previously held equity interest to fair value and recognized a gain of $5.3 million and removed the investment in Cadence 13 from its records. Upon completion of the Cadence 13 Acquisition, the Company recorded the assets acquired and liabilities assumed at fair value.
Based on the timing of the Cadence 13 Acquisition, the Company's condensed consolidated financial statements for the three months ended March 31, 2020, reflect the results of Cadence 13's operations. The Company's condensed consolidated financial statements for the three months ended March 31, 2019, do not reflect the results of Cadence 13's operations.
The allocations presented in the table below are based upon management's estimates of the fair values using valuation techniques including income, cost and market approaches.
The Company's fair value analysis contains assumptions based on past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information. Using a residual method, any excess between the fair values of the net assets acquired and the total fair value of assets acquired was recorded as goodwill. The Company recorded goodwill on its books, which is fully deductible for income tax purposes. Management believes that this acquisition provides the Company with an opportunity to benefit from customer relationships, technical knowledge and trade secrets.
The following preliminary purchase price allocations are based upon the valuation of assets 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 pending finalization include intangible assets. Differences between the preliminary and final valuation could be substantially different from the initial estimate.
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Measurement
Preliminary ValuePeriod AdjustmentAs Adjusted
(amounts in thousands)
Assets
Property, plant and equipment$654  $  $654  
Total tangible property654    654  
Operating lease right-of-use asset62    62  
Deferred tax asset2,900  28  2,928  
Cadence 13 brand5,977    5,977  
Goodwill31,392  (28) 31,364  
Total tangible and other assets40,331    40,331  
Operating lease liabilities(985)   (985) 
Net working capital(757)   (757) 
Preliminary fair value of net assets acquired$39,243  $  $39,243  

The aggregate fair value purchase price allocation for the assets acquired in the Cadence 13 Acquisition as reported on the Company's Form 10-K filed with the SEC on March 2, 2020, was revised during three months ended March 31, 2020 due to a change to the deferred tax assets associated with the acquired company which resulted in a decrease to acquired goodwill.
2019 Pineapple Acquisition
On July 19, 2019, the Company completed a transaction to acquire the assets of Pineapple Street Media (“Pineapple”) for a purchase price of $14.0 million in cash plus working capital (the “Pineapple Acquisition”). Upon completion of the Pineapple Acquisition, the Company recorded the assets acquired and liabilities assumed at fair value.
Based on this timing, the Company’s condensed consolidated financial statements for the three months ended March 31, 2020 reflect the results of Pineapple’s operations. The Company’s condensed consolidated financial statements for the three months ended March 31, 2019 do not reflect the results of Pineapple’s operations.
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.
The Company’s fair value analysis contains assumptions based on past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information. Using a residual method, any excess between the fair values of the net assets acquired and the total fair value of assets acquired was recorded as goodwill. The Company recorded goodwill on its books, which is fully deductible for income tax purposes. Management believes that this acquisition provides the Company with an opportunity to benefit from customer relationships, technical knowledge and trade secrets.
The following preliminary purchase price allocations are based upon the valuation of assets 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 pending finalization include intangible assets. Differences between the preliminary and final valuation could be substantially different from the initial estimate.
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Preliminary Value
(amounts in thousands)
Assets
Accounts receivable
$997  
Pineapple Street Media brand
1,793  
Goodwill
12,445  
Total assets
$15,235  
Unearned revenue
238  
Accounts payable
30  
Total liabilities
$268  
Preliminary fair value of net assets acquired
$14,967  
2019 Cumulus Exchange
On February 13, 2019, the Company entered into an agreement with Cumulus Media Inc. (“Cumulus”) under which the Company exchanged three of its stations in Indianapolis, Indiana for two Cumulus stations in Springfield, Massachusetts, and one Cumulus station in New York City, New York (the “Cumulus Exchange”). The Company and Cumulus began programming the respective stations under local marketing agreements (“LMAs”) on March 1, 2019. Upon completion of the Cumulus Exchange on May 9, 2019, the Company: (i) removed from its records the assets of the divested stations, which were previously classified as assets held for sale; (ii) recorded the assets of the acquired stations at fair value; and (iii) recognized a loss on the exchange transaction of approximately $1.8 million.
Based on the timing of the Cumulus Exchange, the Company’s condensed consolidated financial statements for the three months ended March 31, 2020: (i) reflect the results of the acquired stations; and (ii) do not reflect the results of the divested stations. The Company’s condensed consolidated financial statements for the three months ended March 31, 2019: (i) reflect the results of the acquired stations for a portion of the period in which the LMAs were in effect; and (ii) reflect the results of the divested stations for a portion of the period until the commencement date of the LMAs.
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 utilized were considered appropriate based on management’s expectations and experience in equivalent sized markets. 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 on 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. Using a residual method, any excess between the fair values of the net assets acquired and the total fair value of stations acquired was recorded as goodwill. The Company recorded goodwill on its books, which is fully deductible for income tax purposes. Management believes that this exchange provides the Company with an opportunity to benefit from operational efficiencies from combining the operation of the acquired stations with the Company’s existing stations within the Springfield, Massachusetts, and New York City, New York markets.
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The following table reflects the final allocation of the purchase price to the assets acquired.
Final Value
(amounts in thousands)
Assets
Equipment
$844  
Total tangible property
844  
Radio broadcasting licenses
19,576  
Goodwill
2,080  
Total intangible and other assets
21,656  
Total assets
$22,500  
Preliminary fair value of net assets acquired
$22,500  
                 
Integration Costs
The Company incurred integration costs of $0.6 million and $1.1 million during the three months ended March 31, 2020 and March 31, 2019, respectively. Integration costs were expensed as a separate line item in the condensed consolidated statements of operations. These costs primarily relate to change management consultants and technology-related costs incurred subsequent to the CBS Radio business acquisition in November 2017 (the "Merger").
Unaudited Pro Forma Summary of Financial Information
The following unaudited pro forma information for the three months ended March 31, 2020 and March 31, 2019 assumes that the acquisitions in 2019 had occurred as of January 1, 2019.
Refer to information within this Note 2, Business Combinations, and to the consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2019, and filed with the SEC on March 2, 2020, for a description of the Company’s acquisition and disposition activities.
The unaudited pro forma information presented gives effect to certain adjustments, including: (i) depreciation and amortization of assets; (ii) change in the effective tax rate; (iii) merger and acquisition costs; and (iv) interest expense on any debt incurred to fund the acquisitions which would have been incurred had such acquisitions been consummated at an earlier time.
This unaudited pro forma information has been prepared based on estimates and assumptions, which management believes are reasonable. 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,
20202019
(amounts in thousands except share and per share data)
ActualPro Forma
Net revenues$297,030  $320,013  
Net income (loss)$(9,138) $1,577  
Net income (loss) per common share - basic$(0.07) $0.01  
Net income (loss) per common share - diluted$(0.07) $0.01  
Weighted shares outstanding basic134,890,401  138,099,180  
Weighted shares outstanding diluted134,890,401  138,523,371  

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3. RESTRUCTURING CHARGES
Restructuring Charges
Restructuring charges were expensed as a separate line item in the condensed consolidated statements of operations.
The components of restructuring charges are as follows:

Three Months Ended
March 31,
20202019
(amounts in thousands)
Workforce reduction4,160  693  
Other restructuring costs49  321  
Total restructuring charges$4,209  $1,014  
Restructuring Plan
During the first quarter of 2020, the Company initiated a restructuring plan to help mitigate the adverse impact that the COVID-19 pandemic may have on financial results and business operations. The Company continues to evaluate what, if any further actions may be necessary related to the COVID-19 pandemic. The Company currently anticipates that the remaining restructuring and related charges will occur by the end of 2020.
During the fourth quarter of 2017, the Company initiated a restructuring plan as a result of the integration of radio stations acquired from CBS Radio Inc. ("CBS Radio") in November 2017. The restructuring plan included: (i) workforce reduction and realignment charges that included one-time termination benefits and related costs; and (ii) costs associated with realigning radio stations within the overlap markets between CBS Radio and the Company.
The estimated amount of unpaid restructuring charges as of March 31, 2020 includes amounts in accrued expenses that are expected to be paid in less than one year and long-term restructuring costs for lease abandonment costs covering the remaining non-cancellable lease term.
Three Months Ended March 31, 2020Twelve Months Ended December 31, 2019
(amounts in thousands)
Restructuring charges, beginning balance$4,251  $7,077  
Additions4,209  6,976  
Payments(2,057) (9,802) 
Restructuring charges unpaid and outstanding6,403  4,251  
Restructuring charges - noncurrent portion(1,241) (1,483) 
Restructuring charges - current portion$5,162  $2,768  

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4. REVENUE
Nature of Goods and Services
The following is a description of principal activities from which the Company generates its revenue.
The Company generates revenue from the sale to advertisers of various services and products, including but not limited to: (i) commercial broadcast time; (ii) digital advertising; (iii) promotional and sponsorship event revenue; (iv) e-commerce revenue; and (v) trade and barter revenue. Services and products may be sold separately or in bundled packages. The typical length of a contract for service is less than 12 months.
Revenue is recognized when or as performance obligations under the terms of a contract with customers are satisfied. This typically occurs at the point in time that advertisements are broadcast, marketing services are provided, or as an event occurs. For commercial broadcast time and digital advertising, the Company recognizes revenue at the point in time when the advertisement is broadcast. For e-commerce revenue transactions, revenue is recognized as each third party sale is made and the advertisers’ good or service is transferred to the end customer. For trade and barter transactions, revenue is recognized at the point in time when the promotional advertising is aired.
For bundled packages, the Company accounts for each product or performance obligation separately if they are distinct. A product or service is distinct if it is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The consideration is allocated between separate products and services in a bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately sells the commercial broadcast time, digital advertising, or digital product and marketing solutions.
Broadcast Revenues
Commercial broadcast time - The Company sells air-time to advertisers and broadcasts commercials at agreed upon dates and times. The Company’s performance obligations are broadcasting advertisements for advertisers at specifically identifiable days and dayparts. The amount of consideration the Company receives and revenue it recognizes is fixed based upon contractually agreed upon rates. The Company recognizes revenue at a point in time when the advertisements are broadcast and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies.
Digital advertising - The Company sells digital marketing services to advertisers. The Company’s performance obligations are providing broadcasting advertisements and integrated marketing services for advertisers. The Company recognizes revenue at a point in time when the advertisements are broadcast, the marketing services are provided and the performance obligations are satisfied. Revenues are recorded on a gross basis as the Company acts as a principal in these transactions.
Event and Other Revenues
Promotional and Sponsorship Event revenue - The Company provides promotional advertising to advertisers in exchange for cash proceeds from ticket sales. Performance obligations are broadcasting advertisements for advertisers’ events at specifically identifiable days and dayparts. The Company also sells sponsorships to advertisers at various local events. Performance obligations include providing advertising space at the Company’s event. The Company recognizes revenue at a point in time, as the event occurs. Revenues are recorded on a net basis when the Company is not the primary party hosting the event and acts as an agent in these transactions.
E-Commerce revenue - The Company sells discount certificates to listeners on its websites. Listeners purchase goods and services from the advertiser at a discount to the fair value of the merchandise or service. Performance obligations include the promotion of advertisers’ discount offers on the Company’s website as well as revenue share payments to the advertiser. The Company records revenue on a net basis as it acts as an agent in these transactions.
Trade and Barter Revenues
Trade and barter - The Company provides advertising broadcast time in exchange for certain products, supplies, and services. The term of the exchanges generally permit the Company to preempt such broadcast time in favor of advertisers who purchase time on regular terms. Other than network barter programming, which is reflected on a net basis, the Company includes the
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