Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |||
Jun. 30, 2014 | Aug. 01, 2014 | Aug. 01, 2014 | Aug. 01, 2014 | |
Class A common stock | Class B common stock | Class U common stock | ||
Document Information [Line Items] | ' | ' | ' | ' |
Document Type | '10-Q | ' | ' | ' |
Amendment Flag | 'false | ' | ' | ' |
Document Period End Date | 30-Jun-14 | ' | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' | ' |
Document Fiscal Period Focus | 'Q2 | ' | ' | ' |
Entity Registrant Name | 'ENTRAVISION COMMUNICATIONS CORP | ' | ' | ' |
Entity Central Index Key | '0001109116 | ' | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 61,062,640 | 18,930,035 | 9,352,729 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets | ' | ' |
Cash and cash equivalents | $39,817 | $43,822 |
Trade receivables, net of allowance for doubtful accounts of $2,775 and $3,199 (including related parties of $10,638 and $7,102) | 62,581 | 57,043 |
Deferred income taxes | 6,100 | 6,100 |
Prepaid expenses and other current assets (including related parties of $274 and $274) | 5,079 | 4,087 |
Total current assets | 113,577 | 111,052 |
Property and equipment, net of accumulated depreciation of $189,444 and $184,084 | 57,877 | 58,765 |
Intangible assets subject to amortization, net of accumulated amortization of $72,930 and $71,678 (including related parties of $17,399 and $18,559) | 22,161 | 19,812 |
Intangible assets not subject to amortization | 220,701 | 220,701 |
Goodwill | 50,631 | 36,647 |
Deferred income taxes | 75,472 | 83,856 |
Other assets | 6,533 | 7,404 |
Total assets | 546,952 | 538,237 |
Current liabilities | ' | ' |
Current maturities of long-term debt | 3,750 | 3,750 |
Advances payable, related parties | 118 | 118 |
Accounts payable and accrued expenses (including related parties of $4,423 and $3,994) | 28,950 | 31,246 |
Total current liabilities | 32,818 | 35,114 |
Long-term debt, less current maturities | 358,438 | 360,313 |
Other long-term liabilities | 9,741 | 6,786 |
Total liabilities | 400,997 | 402,213 |
Commitments and contingencies (note 4) | ' | ' |
Stockholders' equity (deficit) | ' | ' |
Additional paid-in capital | 925,955 | 927,377 |
Accumulated deficit | -778,473 | -791,596 |
Accumulated other comprehensive income (loss) | -1,536 | 234 |
Total stockholders' equity (deficit) | 145,955 | 136,024 |
Total liabilities and stockholders' equity (deficit) | 546,952 | 538,237 |
Class A common stock | ' | ' |
Stockholders' equity (deficit) | ' | ' |
Common stock | 6 | 6 |
Class B common stock | ' | ' |
Stockholders' equity (deficit) | ' | ' |
Common stock | 2 | 2 |
Class U common stock | ' | ' |
Stockholders' equity (deficit) | ' | ' |
Common stock | $1 | $1 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Trade receivables, allowance for doubtful accounts | $2,775 | $3,199 |
Trade receivables, related parties | 10,638 | 7,102 |
Prepaid expenses and other current assets | 5,079 | 4,087 |
Property and equipment, accumulated depreciation | 189,444 | 184,084 |
Finite lived intangible assets, accumulated amortization | 72,930 | 71,678 |
Finite lived intangible assets subject to amortization | 22,161 | 19,812 |
Accounts payable and accrued expenses | 28,950 | 31,246 |
Related Parties | ' | ' |
Prepaid expenses and other current assets | 274 | 274 |
Finite lived intangible assets subject to amortization | 17,399 | 18,559 |
Accounts payable and accrued expenses | $4,423 | $3,994 |
Class A common stock | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 260,000,000 | 260,000,000 |
Common stock, shares issued | 61,032,640 | 59,793,603 |
Common stock, shares outstanding | 61,032,640 | 59,793,603 |
Class B common stock | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 18,930,035 | 18,969,222 |
Common stock, shares outstanding | 18,930,035 | 18,969,222 |
Class U common stock | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 9,352,729 | 9,352,729 |
Common stock, shares outstanding | 9,352,729 | 9,352,729 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Net revenue | $61,846 | $56,950 | $114,502 | $106,037 |
Expenses: | ' | ' | ' | ' |
Direct operating expenses (including related parties of $2,944, $2,649, $5,236 and $4,942) (including non-cash stock-based compensation of $127, $295, $217 and $479) | 26,753 | 25,988 | 51,629 | 50,213 |
Selling, general and administrative expenses | 8,248 | 7,424 | 16,879 | 15,107 |
Corporate expenses (including non-cash stock-based compensation of $468, $1,074, $1,086 and $1,762) | 5,261 | 4,736 | 10,097 | 9,233 |
Depreciation and amortization (includes direct operating of $2,415, $2,899, $4,886 and $5,931 selling, general and administrative of $907, $714, $1,769 and $1,427and corporate of $181, $207, $363 and $417 (including related parties of $579, $580, $1,160 and $1,161) | 3,503 | 3,820 | 7,018 | 7,775 |
Total expenses | 43,765 | 41,968 | 85,623 | 82,328 |
Operating income (loss) | 18,081 | 14,982 | 28,879 | 23,709 |
Interest expense | -3,469 | -7,881 | -6,907 | -15,665 |
Interest income | 13 | 9 | 25 | 16 |
Loss on debt extinguishment | ' | -130 | ' | -130 |
Income (loss) before income taxes | 14,625 | 6,980 | 21,997 | 7,930 |
Income tax (expense) benefit | -5,890 | -1,907 | -8,874 | -3,814 |
Net income (loss) | $8,735 | $5,073 | $13,123 | $4,116 |
Basic and diluted earnings per share: | ' | ' | ' | ' |
Net income (loss) per share, basic | $0.10 | $0.06 | $0.15 | $0.05 |
Net income (loss) per share, diluted | $0.10 | $0.06 | $0.14 | $0.05 |
Cash dividends declared per common share | $0.03 | ' | $0.05 | ' |
Weighted average common shares outstanding, basic | 89,276,794 | 87,074,952 | 88,982,009 | 86,768,686 |
Weighted average common shares outstanding, diluted | 91,202,732 | 89,228,790 | 91,074,937 | 88,147,914 |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations (Parenthetical) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Direct operating expenses | $26,753 | $25,988 | $51,629 | $50,213 |
Non-cash stock-based compensation | 600 | 1,400 | 1,303 | 2,241 |
Depreciation and amortization | 3,503 | 3,820 | 7,018 | 7,775 |
Direct Operating Expenses | ' | ' | ' | ' |
Non-cash stock-based compensation | 127 | 295 | 217 | 479 |
Depreciation and amortization | 2,415 | 2,899 | 4,886 | 5,931 |
Corporate Expenses | ' | ' | ' | ' |
Non-cash stock-based compensation | 468 | 1,074 | 1,086 | 1,762 |
Depreciation and amortization | 181 | 207 | 363 | 417 |
Selling, General and Administrative Expenses | ' | ' | ' | ' |
Depreciation and amortization | 907 | 714 | 1,769 | 1,427 |
Related Parties | ' | ' | ' | ' |
Direct operating expenses | 2,944 | 2,649 | 5,236 | 4,942 |
Depreciation and amortization | $579 | $580 | $1,160 | $1,161 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Net income (loss) | $8,735 | $5,073 | $13,123 | $4,116 |
Other comprehensive income (loss), net of tax: | ' | ' | ' | ' |
Change in fair value of interest rate swap agreements | -1,139 | ' | -1,770 | ' |
Total other comprehensive income (loss) | -1,139 | ' | -1,770 | ' |
Comprehensive income (loss) | $7,596 | $5,073 | $11,353 | $4,116 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash flows from operating activities: | ' | ' |
Net income (loss) | $13,123 | $4,116 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ' | ' |
Depreciation and amortization | 7,018 | 7,775 |
Deferred income taxes | 8,291 | 3,294 |
Amortization of debt issue costs | 404 | 1,030 |
Amortization of syndication contracts | 244 | 302 |
Payments on syndication contracts | -312 | -651 |
Non-cash stock-based compensation | 1,303 | 2,241 |
(Gain) loss on debt extinguishment | ' | 130 |
Changes in assets and liabilities: | ' | ' |
(Increase) decrease in accounts receivable | -3,632 | -4,327 |
(Increase) decrease in prepaid expenses and other assets | -1,261 | -454 |
Increase (decrease) in accounts payable, accrued expenses and other liabilities | -5,484 | -637 |
Net cash provided by (used in) operating activities | 19,694 | 12,819 |
Cash flows from investing activities: | ' | ' |
Purchases of property and equipment and intangibles | -4,051 | -4,605 |
Purchases of a business, net of cash acquired | -15,048 | ' |
Net cash provided by (used in) investing activities | -19,099 | -4,605 |
Cash flows from financing activities: | ' | ' |
Proceeds from stock option exercises | 1,739 | 2,392 |
Payments on long-term debt | -1,875 | -50 |
Dividends paid | -4,464 | ' |
Payments of capitalized debt offering and issuance costs | ' | -5,620 |
Net cash provided by (used in) financing activities | -4,600 | -3,278 |
Net increase (decrease) in cash and cash equivalents | -4,005 | 4,936 |
Cash and cash equivalents: | ' | ' |
Beginning | 43,822 | 36,130 |
Ending | 39,817 | 41,066 |
Cash payments for: | ' | ' |
Interest | 8,685 | 14,612 |
Income taxes | $583 | $520 |
Basis_of_Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2014 | |
Basis of Presentation | ' |
1. BASIS OF PRESENTATION | |
Presentation | |
The consolidated financial statements included herein have been prepared by Entravision Communications Corporation (the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013. The unaudited information contained herein has been prepared on the same basis as the Company’s audited consolidated financial statements and, in the opinion of the Company’s management, includes all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the information for the periods presented. The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year ending December 31, 2014 or any other future period. |
The_Company_and_Significant_Ac
The Company and Significant Accounting Policies | 6 Months Ended | |||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||
The Company and Significant Accounting Policies | ' | |||||||||||||||||
2. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||||
Nature of Business | ||||||||||||||||||
The Company is a diversified Spanish-language media company utilizing a combination of television and radio operations, together with mobile, digital and other interactive media platforms, to reach Hispanic consumers across the United States, as well as the border markets of Mexico. | ||||||||||||||||||
Related Party | ||||||||||||||||||
Substantially all of the Company’s stations are Univision- or UniMás-affiliated television stations. The Company’s network affiliation agreements, as amended, with Univision provide certain of its owned stations the exclusive right to broadcast Univision’s primary network and UniMás network programming in their respective markets. These long-term affiliation agreements each expire in 2021, and can be renewed for multiple, successive two-year terms at Univision’s option, subject to the Company’s consent. Under the Univision network affiliation agreement, the Company retains the right to sell approximately six minutes per hour of the available advertising time on Univision’s primary network, subject to adjustment from time to time by Univision, but in no event less than four minutes. Under the UniMás network affiliation agreement, the Company retains the right to sell approximately four and a half minutes per hour of the available advertising time the UniMás network, subject to adjustment from time to time by Univision. | ||||||||||||||||||
Under the network affiliation agreements, Univision acts as the Company’s exclusive sales representative for the sale of national advertising sales on the Company’s Univision- and UniMás-affiliate television stations, and the Company pays certain sales representation fees to Univision relating to sales of all advertising for broadcast on the Company’s Univision- and UniMás-affiliate television stations. During the three-month periods ended June 30, 2014 and 2013, the amount the Company paid Univision in this capacity was $2.9 million and $2.6 million, respectively. During the six-month periods ended June 30, 2014 and 2013, the amount the Company paid Univision in this capacity was $5.2 million and $4.9 million, respectively. | ||||||||||||||||||
In August 2008, the Company entered into a proxy agreement with Univision pursuant to which the Company granted Univision the right to negotiate the terms of retransmission consent agreements for its Univision- and UniMás-affiliated television station signals for a term of six years, expiring in December 2014. Among other things, the proxy agreement provides terms relating to compensation to be paid to the Company by Univision with respect to retransmission consent agreements entered into with Multichannel Video Programming Distributors (“MVPDs”). As of June 30, 2014, the amount due to the Company from Univision was $10.6 million related to the agreements for the carriage of its Univision and UniMás-affiliated television station signals. The term of the proxy agreement extends with respect to any MVPD for the length of the term of any retransmission consent agreement in effect before the expiration of the proxy agreement. | ||||||||||||||||||
Univision currently owns approximately 10% of the Company’s common stock on a fully-converted basis. | ||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||
The Company measures all stock-based awards using a fair value method and recognizes the related stock-based compensation expense in the consolidated financial statements over the requisite service period. As stock-based compensation expense recognized in the Company’s consolidated financial statements is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. | ||||||||||||||||||
Stock-based compensation expense related to grants of stock options and restricted stock units was $0.6 million and $1.4 million for the three-month periods ended June 30, 2014 and 2013, respectively. Stock-based compensation expense related to grants of stock options and restricted stock units was $1.3 million and $2.2 million for the six-month periods ended June 30, 2014 and 2013, respectively. | ||||||||||||||||||
Stock Options | ||||||||||||||||||
Stock-based compensation expense related to stock options is based on the fair value on the date of grant using the Black-Scholes option pricing model and is amortized over the vesting period, generally between 1 to 4 years. | ||||||||||||||||||
As of June 30, 2014, there was approximately $1.9 million of total unrecognized compensation expense related to grants of stock options that is expected to be recognized over a weighted-average period of 1.6 years. | ||||||||||||||||||
Restricted Stock Units | ||||||||||||||||||
Stock-based compensation expense related to restricted stock units is based on the fair value of the Company’s stock price on the date of grant and is amortized over the vesting period, generally between 1 to 4 years. | ||||||||||||||||||
As of June 30, 2014, there was approximately $0.1 million of total unrecognized compensation expense related to grants of restricted stock units that is expected to be recognized over a weighted-average period of 0.5 years. | ||||||||||||||||||
Income (Loss) Per Share | ||||||||||||||||||
The following table illustrates the reconciliation of the basic and diluted income (loss) per share computations required by ASC 260-10, “Earnings Per Share” (in thousands, except share and per share data): | ||||||||||||||||||
Three-Month Period | Six-Month Period | |||||||||||||||||
Ended June 30, | Ended June 30, | |||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||
Basic earnings per share: | ||||||||||||||||||
Numerator: | ||||||||||||||||||
Net income (loss) | $ | 8,735 | $ | 5,073 | $ | 13,123 | $ | 4,116 | ||||||||||
Denominator: | ||||||||||||||||||
Weighted average common shares outstanding | 89,276,794 | 87,074,952 | 88,982,009 | 86,768,686 | ||||||||||||||
Per share: | ||||||||||||||||||
Net income (loss) per share | $ | 0.1 | $ | 0.06 | $ | 0.15 | $ | 0.05 | ||||||||||
Diluted earnings per share: | ||||||||||||||||||
Numerator: | ||||||||||||||||||
Net income (loss) | $ | 8,735 | $ | 5,073 | $ | 13,123 | $ | 4,116 | ||||||||||
Denominator: | ||||||||||||||||||
Weighted average common shares outstanding | 89,276,794 | 87,074,952 | 88,982,009 | 86,768,686 | ||||||||||||||
Dilutive securities: | ||||||||||||||||||
Stock options and restricted stock units | 1,925,938 | 2,153,838 | 2,092,928 | 1,379,228 | ||||||||||||||
Diluted shares outstanding | 91,202,732 | 89,228,790 | 91,074,937 | 88,147,914 | ||||||||||||||
Per share: | ||||||||||||||||||
Net income (loss) per share | $ | 0.1 | $ | 0.06 | $ | 0.14 | $ | 0.05 | ||||||||||
Basic income (loss) per share is computed as net income (loss) divided by the weighted average number of shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution, if any, that could occur from shares issuable through stock options and restricted stock awards. | ||||||||||||||||||
For the three- and six-month periods ended June 30, 2014, a total of 3,898,562 and 3,854,572 shares of dilutive securities, respectively, were not included in the computation of diluted income per share because the exercise prices of the dilutive securities were greater than the average market price of the common shares. | ||||||||||||||||||
For the three- and six-month periods ended June 30, 2013, a total of 7,081,212 and 8,650,056 shares of dilutive securities, respectively, were not included in the computation of diluted income per share because the exercise prices of the dilutive securities were greater than the average market price of the common shares. | ||||||||||||||||||
Notes | ||||||||||||||||||
The following discussion pertains to the Company’s 8.75% senior secured first lien notes due 2017, (the “Notes”), and the indenture governing the Notes, (the “Indenture”), as the same existed during the year ended December 31, 2013. This discussion is qualified in its entirety by reference to the full text of the Notes and the Indenture. On August 2, 2013, the Company redeemed the then outstanding Notes and the Indenture was terminated. | ||||||||||||||||||
On July 27, 2010, the Company completed the offering and sale of $400 million aggregate principal amount of the Notes. The Notes were issued at a discount of 98.722% of their principal amount with a maturity date of August 1, 2017. Interest on the Notes accrued at a rate of 8.75% per annum from the date of original issuance and was payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2011. The Company received net proceeds of approximately $388 million from the sale of the Notes (net of bond discount of $5 million and fees of $7 million), which were used to pay all indebtedness outstanding under the previous syndicated bank credit facility, terminate the related interest rate swap agreements, pay fees and expenses related to the offering of the Notes and for general corporate purposes. | ||||||||||||||||||
During the fourth quarter of 2011, the Company repurchased Notes on the open market with a principal amount of $16.2 million. The Company recorded a loss on debt extinguishment of $0.4 million primarily due to the write off of unamortized finance costs and unamortized bond discount. | ||||||||||||||||||
During the second quarter of 2012, the Company repurchased Notes with a principal amount of $20.0 million pursuant to the optional redemption provisions in the Indenture. The redemption price for the redeemed Notes was 103% of the principal amount plus all accrued and unpaid interest. The Company recorded a loss on debt extinguishment of $1.2 million related to the premium paid and the write off of unamortized finance costs and unamortized bond discount. | ||||||||||||||||||
During the fourth quarter of 2012, the Company repurchased Notes with a principal amount of $40.0 million pursuant to the optional redemption provisions in the Indenture. The redemption price for the redeemed Notes was 103% of the principal amount plus all accrued and unpaid interest. The Company recorded a loss on debt extinguishment of $2.5 million related to the premium paid and the write off of unamortized finance costs and unamortized bond discount. | ||||||||||||||||||
The Notes were guaranteed on a senior secured basis by all of the existing and future wholly-owned domestic subsidiaries (the “Note Guarantors”). The Notes and the guarantees ranked equal in right of payment to all of the Company’s and the Note Guarantors’ existing and future senior indebtedness and senior in right of payment to all of the Company’s and the Note Guarantors’ existing and future subordinated indebtedness. In addition, the Notes and the guarantees were effectively junior: (i) to the Company’s and the Note Guarantors’ indebtedness secured by assets that are not collateral; (ii) pursuant to a Collateral Trust and Intercreditor Agreement dated July 27, 2010 the Company entered into with Wells Fargo Bank, National Association, as the Trustee under the Indenture, and GE Capital, as the Collateral Trustee and as the administrative agent under the 2013 Credit Facility (the “Intercreditor Agreement”) at the same time that the Company entered into a previous credit facility that the Company entered into in July 2010; and (iii) to all of the liabilities of any of the Company’s existing and future subsidiaries that do not guarantee the Notes, to the extent of the assets of those subsidiaries. The Notes were secured by substantially all of the assets, as well as the pledge of the stock of substantially all of the subsidiaries, including the special purpose subsidiary formed to hold the Company’s FCC licenses. | ||||||||||||||||||
The Company had the right to redeem: | ||||||||||||||||||
— | prior to August 1, 2013, on one or more occasions, up to 10% of the original principal amount of the Notes during each 12-month period beginning on August 1, 2010, at a redemption price equal to 103% of the principal amount of the Notes, plus accrued and unpaid interest; | |||||||||||||||||
— | prior to August 1, 2013, on one or more occasions, up to 35% of the original principal amount of the Notes with the net proceeds from certain equity offerings, at a redemption price of 108.750% of the principal amount of the Notes, plus accrued and unpaid interest; provided that: (i) at least 65% of the aggregate principal amount of all Notes issued under the Indenture remains outstanding immediately after such redemption; and (ii) such redemption occurs within 60 days of the date of closing of any such equity offering; | |||||||||||||||||
— | prior to August 1, 2013, some or all of the Notes, at a redemption price equal to 100% of the principal amount of the Notes plus a “make-whole” premium plus accrued and unpaid interest; and | |||||||||||||||||
— | on or after August 1, 2013, some or all of the Notes, at a redemption price of: (i) 106.563% of the principal amount of the Notes if redeemed during the twelve-month period beginning on August 1, 2013; (ii) 104.375% of the principal amount of the Notes if redeemed during the twelve-month period beginning on August 1, 2014; (iii) 102.188% of the principal amount of the Notes if redeemed during the twelve-month period beginning on August 1, 2015; and (iv) 100% of the principal amount of the Notes if redeemed on or after August 1, 2016, in each case plus accrued and unpaid interest. | |||||||||||||||||
In addition, upon a change of control of the Company, as defined in the Indenture, the Company would have been required to make an offer to repurchase all Notes then outstanding, at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest. In addition, the Company had the right at any time and from time to time purchase Notes in the open market or otherwise. | ||||||||||||||||||
Upon an event of default, as defined in the Indenture, the Notes would have become due and payable: (i) immediately without further notice if such event of default arises from events of bankruptcy or insolvency of the Company, any Note Guarantor or any restricted subsidiary; or (ii) upon a declaration of acceleration of the Notes in writing to the Company by the Trustee or holders representing 25% of the aggregate principal amount of the Notes then outstanding, if an event of default occurs and is continuing. The Indenture contained additional provisions that are customary for an agreement of this type, including indemnification by the Company and the Note Guarantors. In addition, the Indenture contained various provisions that limited the Company’s ability to: (i) apply the proceeds from certain asset sales other than in accordance with the terms of the Indenture; and (ii) restrict dividends or other payments from subsidiaries. | ||||||||||||||||||
As discussed in more detail below, on August 2, 2013, the Company redeemed the Notes and the Indenture was terminated. | ||||||||||||||||||
The Company recognized interest expense related to amortization of the bond discount of $0.1 million and 0.3 million for the three- and six-month periods ended June 30, 2013, respectively. | ||||||||||||||||||
2012 Credit Facility | ||||||||||||||||||
The following discussion pertains to a term loan and revolving credit facility of up to $50.0 million that the Company entered into on December 20, 2012 (the “2012 Credit Facility”), pursuant to an amended and restated agreement dated as of December 20, 2012 (the “2012 Credit Agreement”). The 2012 Credit Facility was terminated on May 31, 2013 when the Company entered into its current term loan and revolving credit facility of up to $405.0 million (the “2013 Credit Facility”). Accordingly, the following discussion summarizes only certain provisions of the 2012 Credit Facility and the 2012 Credit Agreement. This discussion is qualified in its entirety by reference to the full text of the 2012 Credit Agreement. | ||||||||||||||||||
On December 20, 2012, the Company entered into the 2012 Agreement pursuant to the 2012 Credit Facility. The 2012 Credit Facility had an expiration date of December 20, 2016 and consisted of a four-year $20.0 million term loan facility and a four-year $30.0 million revolving credit facility, which included a $3.0 million sub-facility for letters of credit. | ||||||||||||||||||
Borrowings under the 2012 Credit Facility bore interest at either: (i) the Base Rate (as defined in the 2012 Credit Agreement) plus the Applicable Margin (as defined in the 2012 Credit Agreement); or (ii) LIBOR plus the Applicable Margin (as defined in the 2012 Credit Agreement). | ||||||||||||||||||
The 2012 Credit Facility was guaranteed on a senior secured basis by all of the Company’s existing and future wholly-owned domestic subsidiaries (the “Credit Guarantors”), which were also the Note Guarantors (collectively, the “Guarantors”). The 2012 Credit Facility was secured on a first priority basis by the Company’s and the Credit Guarantors’ assets, which also secured the Notes. | ||||||||||||||||||
The Company’s borrowings, if any, under the 2012 Credit Facility ranked senior to the Notes upon the terms set forth in an Intercreditor Agreement that the Company entered into in connection with the credit facility that was in effect at that time. | ||||||||||||||||||
The 2012 Credit Agreement also contained additional provisions that are customary for an agreement of this type, including indemnification by the Company and the Credit Guarantors. | ||||||||||||||||||
In connection with the Company entering into the Indenture and the 2012 Credit Agreement, the Company and the Guarantors also entered into the following agreements: | ||||||||||||||||||
— | a Security Agreement, pursuant to which the Company and the Guarantors each granted a first priority security interest in the collateral securing the Notes and the 2012 Credit Facility for the benefit of the holders of the Notes and the lender under the 2012 Credit Facility; and | |||||||||||||||||
— | the Intercreditor Agreement, in order to define the relative rights of the holders of the Notes and the lender under the 2012 Credit Facility with respect to the collateral securing the Company’s and the Guarantors’ respective obligations under the Notes and the 2012 Credit Facility; and | |||||||||||||||||
— | a Registration Rights Agreement, pursuant to which the Company registered the Notes and successfully conducted an exchange offering for the Notes in unregistered form, as originally issued. | |||||||||||||||||
Subject to certain exceptions, either the 2012 Credit Agreement, the Indenture, or both, contained various provisions that limited the Company’s ability, among other things, to engage in certain transactions, make acquisitions and dispose of certain assets, as more fully provided therein. | ||||||||||||||||||
2013 Credit Facility | ||||||||||||||||||
On May 31, 2013, the Company entered into the 2013 Credit Facility pursuant to the 2013 Credit Agreement. The 2013 Credit Facility consists of a $20.0 million senior secured Term Loan A Facility (the “Term Loan A Facility”), a $375.0 million senior secured Term Loan B Facility (the “Term Loan B Facility”; and together with the Term Loan A Facility, the “Term Loan Facilities”) which was drawn on August 1, 2013 (the “Term Loan B Borrowing Date”), and a $30.0 million senior secured Revolving Credit Facility (the “Revolving Credit Facility”). In addition, the 2013 Credit Facility provides that the Company may increase the aggregate principal amount of the 2013 Credit Facility by up to an additional $100.0 million, subject to the Company satisfying certain conditions. | ||||||||||||||||||
Borrowings under the Term Loan A Facility were used on the closing date of the 2013 Credit Facility (the “Closing Date”) (together with cash on hand) to (a) repay in full all of the outstanding obligations of the Company and its subsidiaries under the 2012 Credit Agreement and to terminate the 2012 Credit Agreement, and (b) pay fees and expenses in connection with the 2013 Credit Facility. As discussed in more detail below, on August 1, 2013, the Company drew on the Company’s Term Loan B Facility to (a) repay in full all of the outstanding loans under the Term Loan A Facility and (b) redeem in full all of the then outstanding Notes. The Company intends to use any future borrowings under the Revolving Credit Facility to provide for working capital, capital expenditures and other general corporate purposes of the Company and from time to time fund a portion of certain acquisitions, in each case subject to the terms and conditions set forth in the 2013 Credit Agreement. | ||||||||||||||||||
The 2013 Credit Facility is guaranteed on a senior secured basis by all of the Company’s existing and future wholly-owned domestic subsidiaries (the “Credit Parties”). The 2013 Credit Facility is secured on a first priority basis by the Company’s and the Credit Parties’ assets. Upon the redemption of the then outstanding Notes, the security interests and guaranties of the Company and its Credit Parties under the Indenture and the Notes were terminated and released. | ||||||||||||||||||
The Company’s borrowings under the 2013 Credit Facility bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to either: (i) the Base Rate (as defined in the 2013 Credit Agreement) plus the Applicable Margin (as defined in the 2013 Credit Agreement); or (ii) LIBOR (as defined in the 2013 Credit Agreement) plus the Applicable Margin (as defined in the 2013 Credit Agreement). As of June 30, 2014, the Company’s effective interest rate was 3.5%. The Term Loan A Facility expired on the Term Loan B Borrowing Date, which was August 1, 2013. The Term Loan B Facility expires on May 31, 2020 (the “Term Loan B Maturity Date”) and the Revolving Credit Facility expires on May 31, 2018 (the “Revolving Loan Maturity Date”). | ||||||||||||||||||
As defined in the 2013 Credit Facility, “Applicable Margin” means: | ||||||||||||||||||
(a) with respect to the Term Loans (i) if a Base Rate Loan, one and one half percent (1.50%) per annum and (ii) if a LIBOR Rate Loan, two and one half percent (2.50%) per annum; and | ||||||||||||||||||
(b) with respect to the Revolving Loans: | ||||||||||||||||||
(i) for the period commencing on the Closing Date through the last day of the calendar month during which financial statements for the fiscal quarter ending September 30, 2013 are delivered: (A) if a Base Rate Loan, one and one half percent (1.50%) per annum and (B) if a LIBOR Rate Loan, two and one half percent (2.50%) per annum; and | ||||||||||||||||||
(ii) thereafter, the Applicable Margin for the Revolving Loans shall equal the applicable LIBOR margin or Base Rate margin in effect from time to time determined as set forth below based upon the applicable First Lien Net Leverage Ratio then in effect pursuant to the appropriate column under the table below: | ||||||||||||||||||
First Lien Net Leverage Ratio | LIBOR Margin | Base Rate Margin | ||||||||||||||||
³ 4.50 to 1.00 | 2.5 | % | 1.5 | % | ||||||||||||||
< 4.50 to 1.00 | 2.25 | % | 1.25 | % | ||||||||||||||
In the event the Company engages in a transaction that has the effect of reducing the yield of any loans outstanding under the Term Loan B Facility within six months of the Term Loan B Borrowing Date, the Company will owe 1% of the amount of the loans so repriced or replaced to the Lenders thereof (such fee, the “Repricing Fee”). Other than the Repricing Fee, the amounts outstanding under the 2013 Credit Facility may be prepaid at the option of the Company without premium or penalty, provided that certain limitations are observed, and subject to customary breakage fees in connection with the prepayment of a LIBOR rate loan. The principal amount of the (i) Term Loan A Facility shall be paid in full on the Term Loan B Borrowing Date, (ii) Term Loan B Facility shall be paid in installments on the dates and in the respective amounts set forth in the 2013 Credit Agreement, with the final balance due on the Term Loan B Maturity Date and (iii) Revolving Credit Facility shall be due on the Revolving Loan Maturity Date. | ||||||||||||||||||
Subject to certain exceptions, the 2013 Credit Agreement contains covenants that limit the ability of the Company and the Credit Parties to, among other things: | ||||||||||||||||||
— | incur additional indebtedness or change or amend the terms of any senior indebtedness, subject to certain conditions; | |||||||||||||||||
— | incur liens on the property or assets of the Company and the Credit Parties; | |||||||||||||||||
— | dispose of certain assets; | |||||||||||||||||
— | consummate any merger, consolidation or sale of substantially all assets; | |||||||||||||||||
— | make certain investments; | |||||||||||||||||
— | enter into transactions with affiliates; | |||||||||||||||||
— | use loan proceeds to purchase or carry margin stock or for any other prohibited purpose; | |||||||||||||||||
— | incur certain contingent obligations; | |||||||||||||||||
— | make certain restricted payments; and | |||||||||||||||||
— | enter new lines of business, change accounting methods or amend the organizational documents of the Company or any Credit Party in any materially adverse way to the agent or the lenders. | |||||||||||||||||
The 2013 Credit Agreement also requires compliance with a financial covenant related to total net leverage ratio (calculated as set forth in the 2013 Credit Agreement) in the event that the revolving credit facility is drawn. | ||||||||||||||||||
The 2013 Credit Agreement also provides for certain customary events of default, including the following: | ||||||||||||||||||
— | default for three (3) business days in the payment of interest on borrowings under the 2013 Credit Facility when due; | |||||||||||||||||
— | default in payment when due of the principal amount of borrowings under the 2013 Credit Facility; | |||||||||||||||||
— | failure by the Company or any Credit Party to comply with the negative covenants, financial covenants (provided, that, an event of default under the Term Loan Facilities will not have occurred due to a violation of the financial covenants until the revolving lenders have terminated their commitments and declared all obligations to be due and payable), and certain other covenants relating to maintenance of customary property insurance coverage, maintenance of books and accounting records and permitted uses of proceeds from borrowings under the 2013 Credit Facility, each as set forth in the 2013 Credit Agreement; | |||||||||||||||||
— | failure by the Company or any Credit Party to comply with any of the other agreements in the 2013 Credit Agreement and related loan documents that continues for thirty (30) days (or ten (10) days in the case of certain financial statement delivery obligations) after officers of the Company first become aware of such failure or first receive written notice of such failure from any lender; | |||||||||||||||||
— | default in the payment of other indebtedness if the amount of such indebtedness aggregates to $15.0 million or more, or failure to comply with the terms of any agreements related to such indebtedness if the holder or holders of such indebtedness can cause such indebtedness to be declared due and payable; | |||||||||||||||||
— | failure of the Company or any Credit Party to pay, vacate or stay final judgments aggregating over $15.0 million for a period of thirty (30) days after the entry thereof; | |||||||||||||||||
— | certain events of bankruptcy or insolvency with respect to the Company or any Credit Party; | |||||||||||||||||
— | certain change of control events; | |||||||||||||||||
— | the revocation or invalidation of any agreement or instrument governing the Notes or any subordinated indebtedness, including the Intercreditor Agreement; and | |||||||||||||||||
— | any termination, suspension, revocation, forfeiture, expiration (without timely application for renewal) or material adverse amendment of any material media license. | |||||||||||||||||
In connection with the Company entering into the 2013 Credit Agreement, the Company and the Credit Parties also entered into an Amended and Restated Security Agreement, pursuant to which the Company and the Credit Parties each granted a first priority security interest in the collateral securing the 2013 Credit Facility for the benefit of the lenders under the 2013 Credit Facility. | ||||||||||||||||||
On August 1, 2013, the Company drew on borrowings under the Company’s Term Loan B Facility. The borrowings were used to (i) repay in full all of the outstanding loans under the Company’s Term Loan A Facility; (ii) redeem in full and terminate all of its outstanding obligations (the “Redemption”) on August 2, 2013 (the “Redemption Date”) under the Indenture, in an aggregate principal amount of approximately $324 million, and (iii) pay any fees and expenses in connection therewith. The redemption price for the redeemed Notes was 106.563% of the principal amount, plus accrued and unpaid interest thereon to the Redemption Date. | ||||||||||||||||||
The Redemption constituted a complete redemption of the then outstanding Notes, such that no amount remained outstanding following the Redemption. Accordingly, the Indenture has been satisfied and discharged in accordance with its terms and the Notes have been cancelled, effective as of the Redemption Date. The Company recorded a loss on debt extinguishment of $29.7 million, primarily due to the premium associated with the redemption of the Notes, the unamortized bond discount and finance costs. | ||||||||||||||||||
On December 31, 2013, the Company made a prepayment of $10.0 million to reduce the amount of loans outstanding under the Term Loan B facility. | ||||||||||||||||||
The carrying amount and estimated fair value of the Term Loan B as of June 30, 2014 were both $362.2 million. The estimated fair value is calculated using an income approach which projects expected future cash flows and discounts them using a rate based on industry and market yields. | ||||||||||||||||||
Derivative Instruments | ||||||||||||||||||
The Company uses derivatives in the management of its interest rate risk with respect to its variable rate debt. The Company‘s strategy is to eliminate the cash flow risk on a portion of its variable rate debt caused by changes in the benchmark interest rate (LIBOR). Derivative instruments are not entered into for speculative purposes. | ||||||||||||||||||
As required by the terms of the Company’s 2013 Credit Agreement, on December 16, 2013, the Company entered into three forward-starting interest rate swap agreements with an aggregate notional amount of $186.0 million at a fixed rate of 2.73%, resulting in an all-in fixed rate of 5.23%. The interest rate swap agreements take effect on December 31, 2015 with a maturity date on December 31, 2018. Under these interest rate swap agreements, the Company pays at a fixed rate and receives payments at a variable rate based on three-month LIBOR. The interest rate swap agreements effectively fix the floating LIBOR-based interest of $186.0 million outstanding LIBOR-based debt. The interest rate swap agreements were designated and qualified as a cash flow hedge; therefore, the effective portion of the changes in fair value is recorded in accumulated other comprehensive income. Any ineffective portions of the changes in fair value of the interest rate swap agreements will be immediately recognized directly to interest expense in the consolidated statement of operations. The change in fair value of the interest rate swap agreements for the three- and six-month periods ended June 30, 2014 was a loss of $1.1 million and $1.8 million, net of tax, respectively, and was included in other comprehensive income (loss). As of June 30, 2014, we estimate that none of the unrealized gains or losses included in accumulated other comprehensive income or loss related to these interest rate swap agreements will be realized and reported in earnings within the next twelve months. | ||||||||||||||||||
The carrying amount of the interest rate swap agreements is recorded at fair value, including non-performance risk, when material. The fair value of each interest rate swap agreement is determined by using multiple broker quotes, adjusted for non-performance risk, when material, which estimate the future discounted cash flows of any future payments that may be made under such agreements. | ||||||||||||||||||
The fair value of the interest rate swap liability as of June 30, 2014 was $2.5 million and was recorded in "Other long-term liabilities" in the consolidated balance sheets. | ||||||||||||||||||
Fair Value Measurements | ||||||||||||||||||
ASC 820, “Fair Value Measurements and Disclosures”, defines and establishes a framework for measuring fair value and expands disclosures about fair value measurements. In accordance with ASC 820, the Company has categorized its financial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below. | ||||||||||||||||||
Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the company has the ability to access at the measurement date. | ||||||||||||||||||
Level 2 – Assets and liabilities whose values are based on quoted prices for similar attributes in active markets; quoted prices in markets where trading occurs infrequently; and inputs other than quoted prices that are observable, either directly or indirectly, for substantially the full term of the asset or liability. | ||||||||||||||||||
Level 3 – Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. | ||||||||||||||||||
If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. | ||||||||||||||||||
The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets (in millions): | ||||||||||||||||||
a | ||||||||||||||||||
30-Jun-14 | ||||||||||||||||||
Total Fair Value and Carrying Value on Balance Sheet | Fair Value Measurement Category | |||||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||||
Liabilities: | ||||||||||||||||||
Interest rate swap | $ | 2.5 | $ | — | $ | 2.5 | $ | — | ||||||||||
31-Dec-13 | ||||||||||||||||||
Total Fair Value and Carrying Value on Balance Sheet | Fair Value Measurement Category | |||||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||||
Assets: | ||||||||||||||||||
Interest rate swap | $ | 0.4 | $ | — | $ | 0.4 | $ | — | ||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||
Accumulated other comprehensive income (loss) includes the cumulative gains and losses of derivative instruments that qualify as cash flow hedges. The following table provides a rollforward of accumulated other comprehensive income (loss) for the six-month periods ended June 30, 2014 and 2013 (in millions): | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Accumulated other comprehensive income (loss) as of January 1, | $ | 0.2 | $ | — | ||||||||||||||
Other comprehensive income (loss) | (2.9 | ) | — | |||||||||||||||
Income tax benefit (expense) | 1.1 | — | ||||||||||||||||
Other comprehensive income (loss), net of tax | (1.8 | ) | — | |||||||||||||||
Accumulated other comprehensive income (loss) as of June 30, | $ | (1.6 | ) | $ | — | |||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||||
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is not permitted. The amendments may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. The Company is currently in the process of evaluating the impact of adoption of the ASU on its consolidated financial statements. |
Segment_Information
Segment Information | 6 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||
Segment Information | ' | |||||||||||||||||||||||
3. SEGMENT INFORMATION | ||||||||||||||||||||||||
The Company operates in two reportable segments: television broadcasting and radio broadcasting. | ||||||||||||||||||||||||
Television Broadcasting | ||||||||||||||||||||||||
The Company owns and/or operates 58 primary television stations located primarily in California, Colorado, Connecticut, Florida, Massachusetts, Nevada, New Mexico, Texas and the Washington, D.C. area. | ||||||||||||||||||||||||
Radio Broadcasting | ||||||||||||||||||||||||
The Company owns and operates 49 radio stations (38 FM and 11 AM) located primarily in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas. | ||||||||||||||||||||||||
Separate financial data for each of the Company’s operating segments are provided below. Segment operating profit (loss) is defined as operating profit (loss) before corporate expenses. There were no significant sources of revenue generated outside the United States during the three- and six-month periods ended June 30, 2014 and 2013. The Company evaluates the performance of its operating segments based on the following (in thousands): | ||||||||||||||||||||||||
Three-Month Period | Six-Month Period | |||||||||||||||||||||||
Ended June 30, | % | Ended June 30, | % | |||||||||||||||||||||
2014 | 2013 | Change | 2014 | 2013 | Change | |||||||||||||||||||
Net Revenue | ||||||||||||||||||||||||
Television | $ | 43,151 | $ | 39,590 | 9 | % | $ | 80,892 | $ | 74,542 | 9 | % | ||||||||||||
Radio | 18,695 | 17,360 | 8 | % | 33,610 | 31,495 | 7 | % | ||||||||||||||||
Consolidated | 61,846 | 56,950 | 9 | % | 114,502 | 106,037 | 8 | % | ||||||||||||||||
Direct operating expenses | ||||||||||||||||||||||||
Television | 16,152 | 15,991 | 1 | % | 31,108 | 30,979 | 0 | % | ||||||||||||||||
Radio | 10,601 | 9,997 | 6 | % | 20,521 | 19,234 | 7 | % | ||||||||||||||||
Consolidated | 26,753 | 25,988 | 3 | % | 51,629 | 50,213 | 3 | % | ||||||||||||||||
Selling, general and administrative expenses | ||||||||||||||||||||||||
Television | 4,034 | 3,582 | 13 | % | 8,529 | 7,508 | 14 | % | ||||||||||||||||
Radio | 4,214 | 3,842 | 10 | % | 8,350 | 7,599 | 10 | % | ||||||||||||||||
Consolidated | 8,248 | 7,424 | 11 | % | 16,879 | 15,107 | 12 | % | ||||||||||||||||
Depreciation and amortization | ||||||||||||||||||||||||
Television | 2,671 | 3,114 | (14 | )% | 5,386 | 6,331 | (15 | )% | ||||||||||||||||
Radio | 832 | 706 | 18 | % | 1,632 | 1,444 | 13 | % | ||||||||||||||||
Consolidated | 3,503 | 3,820 | (8 | )% | 7,018 | 7,775 | (10 | )% | ||||||||||||||||
Segment operating profit | ||||||||||||||||||||||||
Television | 20,294 | 16,903 | 20 | % | 35,869 | 29,724 | 21 | % | ||||||||||||||||
Radio | 3,048 | 2,815 | 8 | % | 3,107 | 3,218 | (3 | )% | ||||||||||||||||
Consolidated | 23,342 | 19,718 | 18 | % | 38,976 | 32,942 | 18 | % | ||||||||||||||||
Corporate expenses | 5,261 | 4,736 | 11 | % | 10,097 | 9,233 | 9 | % | ||||||||||||||||
Operating income (loss) | 18,081 | 14,982 | 21 | % | 28,879 | 23,709 | 22 | % | ||||||||||||||||
Interest expense | (3,469 | ) | (7,881 | ) | (56 | )% | (6,907 | ) | (15,665 | ) | (56 | )% | ||||||||||||
Interest income | 13 | 9 | 44 | % | 25 | 16 | 56 | % | ||||||||||||||||
Gain (loss) on debt extinguishment | — | (130 | ) | (100 | )% | — | (130 | ) | (100 | )% | ||||||||||||||
Income (loss) before income taxes | $ | 14,625 | $ | 6,980 | 110 | % | $ | 21,997 | $ | 7,930 | 177 | % | ||||||||||||
Capital expenditures | ||||||||||||||||||||||||
Television | $ | 1,662 | $ | 1,769 | $ | 2,574 | $ | 3,555 | ||||||||||||||||
Radio | 831 | 544 | 1,755 | 686 | ||||||||||||||||||||
Consolidated | $ | 2,493 | $ | 2,313 | $ | 4,329 | $ | 4,241 | ||||||||||||||||
June 30, | December 31, | |||||||||||||||||||||||
Total assets | 2014 | 2013 | ||||||||||||||||||||||
Television | $ | 400,395 | $ | 412,487 | ||||||||||||||||||||
Radio | 146,557 | 125,750 | ||||||||||||||||||||||
Consolidated | $ | 546,952 | $ | 538,237 | ||||||||||||||||||||
Litigation
Litigation | 6 Months Ended |
Jun. 30, 2014 | |
Litigation | ' |
4. LITIGATION | |
The Company is subject to various outstanding claims and other legal proceedings that may arise in the ordinary course of business. In the opinion of management, any liability of the Company that may arise out of or with respect to these matters will not materially adversely affect the financial position, results of operations or cash flows of the Company. |
Acquisitions
Acquisitions | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Acquisitions | ' | ||||||||||
5. ACQUISITION | |||||||||||
On June 18, 2014, the Company completed the acquisition of 100% of the common shares of Pulpo Media, Inc. (“Pulpo”), a leading provider of digital advertising services and solutions focused on Hispanics in the U.S. and Latin America. The Company acquired Pulpo in order to acquire additional digital media platforms that the Company believes will enhance its offerings to the U.S. Hispanic marketplace. The transaction was funded from the Company’s cash on hand, for an aggregate cash consideration of $15.0 million, net of cash acquired of $0.7 million, and contingent consideration with a fair value of $1.4 million as of the acquisition date. | |||||||||||
The following is a summary of the initial purchase price allocation for the Company’s acquisition of Pulpo (unaudited; in millions): | |||||||||||
Accounts receivable | $ | 1.7 | |||||||||
Prepaids and other assets | 0.1 | ||||||||||
Property and equipment | 0.5 | ||||||||||
Intangible assets subject to amortization | 3.6 | ||||||||||
Goodwill | 14 | ||||||||||
Current liabilities | (1.9 | ) | |||||||||
Deferred Tax | (1.6 | ) | |||||||||
The acquisition of Pulpo includes a contingent consideration arrangement that requires additional consideration to be paid by the Company to Pulpo based upon the achievement of certain annual performance benchmarks over a three-year period. Amounts are payable 90 days after each fiscal year end beginning December 31, 2014. The range of the total undiscounted amounts the Company could pay under the contingent consideration agreement over the three-year period is between $0 and $3.0 million. The fair value of the contingent consideration recognized on the acquisition date of $1.4 million was estimated by applying the real options approach. | |||||||||||
The fair value of the assets acquired includes trade receivables of $1.6 million. The gross amount due under contract is $1.7 million, of which $0.1 million is expected to be uncollectable. | |||||||||||
The goodwill, which is expected to be deductible for tax purposes, is assigned to the radio broadcasting segment and is attributable to Pulpo’s workforce and expected synergies from combining Pulpo’s operations with the Company’s. The changes in the carrying amount of goodwill for each of the Company’s operating segments for the six-month period ended June 30, 2014 are as follows (in thousands): | |||||||||||
December 31, | June 30, | ||||||||||
2013 | Acquisition | 2014 | |||||||||
Television | $ | 35,912 | $ | - | $ | 35,912 | |||||
Radio | 735 | 13,984 | 14,719 | ||||||||
Consolidated | $ | 36,647 | $ | 13,984 | $ | 50,631 | |||||
Pro forma results of operations for this acquisition have not been presented because the effect of this acquisition was not material to the Company’s financial condition or results of operations for any of the periods presented. | |||||||||||
The fair value of the acquired intangible assets and contingent consideration is provisional pending receipt of the final valuations for those assets. |
The_Company_and_Significant_Ac1
The Company and Significant Accounting Policies (Policies) | 6 Months Ended | |||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||
Related Party | ' | |||||||||||||||||
Related Party | ||||||||||||||||||
Substantially all of the Company’s stations are Univision- or UniMás-affiliated television stations. The Company’s network affiliation agreements, as amended, with Univision provide certain of its owned stations the exclusive right to broadcast Univision’s primary network and UniMás network programming in their respective markets. These long-term affiliation agreements each expire in 2021, and can be renewed for multiple, successive two-year terms at Univision’s option, subject to the Company’s consent. Under the Univision network affiliation agreement, the Company retains the right to sell approximately six minutes per hour of the available advertising time on Univision’s primary network, subject to adjustment from time to time by Univision, but in no event less than four minutes. Under the UniMás network affiliation agreement, the Company retains the right to sell approximately four and a half minutes per hour of the available advertising time the UniMás network, subject to adjustment from time to time by Univision. | ||||||||||||||||||
Under the network affiliation agreements, Univision acts as the Company’s exclusive sales representative for the sale of national advertising sales on the Company’s Univision- and UniMás-affiliate television stations, and the Company pays certain sales representation fees to Univision relating to sales of all advertising for broadcast on the Company’s Univision- and UniMás-affiliate television stations. During the three-month periods ended June 30, 2014 and 2013, the amount the Company paid Univision in this capacity was $2.9 million and $2.6 million, respectively. During the six-month periods ended June 30, 2014 and 2013, the amount the Company paid Univision in this capacity was $5.2 million and $4.9 million, respectively. | ||||||||||||||||||
In August 2008, the Company entered into a proxy agreement with Univision pursuant to which the Company granted Univision the right to negotiate the terms of retransmission consent agreements for its Univision- and UniMás-affiliated television station signals for a term of six years, expiring in December 2014. Among other things, the proxy agreement provides terms relating to compensation to be paid to the Company by Univision with respect to retransmission consent agreements entered into with Multichannel Video Programming Distributors (“MVPDs”). As of June 30, 2014, the amount due to the Company from Univision was $10.6 million related to the agreements for the carriage of its Univision and UniMás-affiliated television station signals. The term of the proxy agreement extends with respect to any MVPD for the length of the term of any retransmission consent agreement in effect before the expiration of the proxy agreement. | ||||||||||||||||||
Univision currently owns approximately 10% of the Company’s common stock on a fully-converted basis. | ||||||||||||||||||
Stock-Based Compensation | ' | |||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||
The Company measures all stock-based awards using a fair value method and recognizes the related stock-based compensation expense in the consolidated financial statements over the requisite service period. As stock-based compensation expense recognized in the Company’s consolidated financial statements is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. | ||||||||||||||||||
Stock-based compensation expense related to grants of stock options and restricted stock units was $0.6 million and $1.4 million for the three-month periods ended June 30, 2014 and 2013, respectively. Stock-based compensation expense related to grants of stock options and restricted stock units was $1.3 million and $2.2 million for the six-month periods ended June 30, 2014 and 2013, respectively. | ||||||||||||||||||
Stock Options | ||||||||||||||||||
Stock-based compensation expense related to stock options is based on the fair value on the date of grant using the Black-Scholes option pricing model and is amortized over the vesting period, generally between 1 to 4 years. | ||||||||||||||||||
As of June 30, 2014, there was approximately $1.9 million of total unrecognized compensation expense related to grants of stock options that is expected to be recognized over a weighted-average period of 1.6 years. | ||||||||||||||||||
Restricted Stock Units | ||||||||||||||||||
Stock-based compensation expense related to restricted stock units is based on the fair value of the Company’s stock price on the date of grant and is amortized over the vesting period, generally between 1 to 4 years. | ||||||||||||||||||
As of June 30, 2014, there was approximately $0.1 million of total unrecognized compensation expense related to grants of restricted stock units that is expected to be recognized over a weighted-average period of 0.5 years. | ||||||||||||||||||
Income (Loss) Per Share | ' | |||||||||||||||||
Income (Loss) Per Share | ||||||||||||||||||
The following table illustrates the reconciliation of the basic and diluted income (loss) per share computations required by ASC 260-10, “Earnings Per Share” (in thousands, except share and per share data): | ||||||||||||||||||
Three-Month Period | Six-Month Period | |||||||||||||||||
Ended June 30, | Ended June 30, | |||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||
Basic earnings per share: | ||||||||||||||||||
Numerator: | ||||||||||||||||||
Net income (loss) | $ | 8,735 | $ | 5,073 | $ | 13,123 | $ | 4,116 | ||||||||||
Denominator: | ||||||||||||||||||
Weighted average common shares outstanding | 89,276,794 | 87,074,952 | 88,982,009 | 86,768,686 | ||||||||||||||
Per share: | ||||||||||||||||||
Net income (loss) per share | $ | 0.1 | $ | 0.06 | $ | 0.15 | $ | 0.05 | ||||||||||
Diluted earnings per share: | ||||||||||||||||||
Numerator: | ||||||||||||||||||
Net income (loss) | $ | 8,735 | $ | 5,073 | $ | 13,123 | $ | 4,116 | ||||||||||
Denominator: | ||||||||||||||||||
Weighted average common shares outstanding | 89,276,794 | 87,074,952 | 88,982,009 | 86,768,686 | ||||||||||||||
Dilutive securities: | ||||||||||||||||||
Stock options and restricted stock units | 1,925,938 | 2,153,838 | 2,092,928 | 1,379,228 | ||||||||||||||
Diluted shares outstanding | 91,202,732 | 89,228,790 | 91,074,937 | 88,147,914 | ||||||||||||||
Per share: | ||||||||||||||||||
Net income (loss) per share | $ | 0.1 | $ | 0.06 | $ | 0.14 | $ | 0.05 | ||||||||||
Basic income (loss) per share is computed as net income (loss) divided by the weighted average number of shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution, if any, that could occur from shares issuable through stock options and restricted stock awards. | ||||||||||||||||||
For the three- and six-month periods ended June 30, 2014, a total of 3,898,562 and 3,854,572 shares of dilutive securities, respectively, were not included in the computation of diluted income per share because the exercise prices of the dilutive securities were greater than the average market price of the common shares. | ||||||||||||||||||
For the three- and six-month periods ended June 30, 2013, a total of 7,081,212 and 8,650,056 shares of dilutive securities, respectively, were not included in the computation of diluted income per share because the exercise prices of the dilutive securities were greater than the average market price of the common shares. | ||||||||||||||||||
2012 Credit Facility | ' | |||||||||||||||||
Notes | ||||||||||||||||||
The following discussion pertains to the Company’s 8.75% senior secured first lien notes due 2017, (the “Notes”), and the indenture governing the Notes, (the “Indenture”), as the same existed during the year ended December 31, 2013. This discussion is qualified in its entirety by reference to the full text of the Notes and the Indenture. On August 2, 2013, the Company redeemed the then outstanding Notes and the Indenture was terminated. | ||||||||||||||||||
On July 27, 2010, the Company completed the offering and sale of $400 million aggregate principal amount of the Notes. The Notes were issued at a discount of 98.722% of their principal amount with a maturity date of August 1, 2017. Interest on the Notes accrued at a rate of 8.75% per annum from the date of original issuance and was payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2011. The Company received net proceeds of approximately $388 million from the sale of the Notes (net of bond discount of $5 million and fees of $7 million), which were used to pay all indebtedness outstanding under the previous syndicated bank credit facility, terminate the related interest rate swap agreements, pay fees and expenses related to the offering of the Notes and for general corporate purposes. | ||||||||||||||||||
During the fourth quarter of 2011, the Company repurchased Notes on the open market with a principal amount of $16.2 million. The Company recorded a loss on debt extinguishment of $0.4 million primarily due to the write off of unamortized finance costs and unamortized bond discount. | ||||||||||||||||||
During the second quarter of 2012, the Company repurchased Notes with a principal amount of $20.0 million pursuant to the optional redemption provisions in the Indenture. The redemption price for the redeemed Notes was 103% of the principal amount plus all accrued and unpaid interest. The Company recorded a loss on debt extinguishment of $1.2 million related to the premium paid and the write off of unamortized finance costs and unamortized bond discount. | ||||||||||||||||||
During the fourth quarter of 2012, the Company repurchased Notes with a principal amount of $40.0 million pursuant to the optional redemption provisions in the Indenture. The redemption price for the redeemed Notes was 103% of the principal amount plus all accrued and unpaid interest. The Company recorded a loss on debt extinguishment of $2.5 million related to the premium paid and the write off of unamortized finance costs and unamortized bond discount. | ||||||||||||||||||
The Notes were guaranteed on a senior secured basis by all of the existing and future wholly-owned domestic subsidiaries (the “Note Guarantors”). The Notes and the guarantees ranked equal in right of payment to all of the Company’s and the Note Guarantors’ existing and future senior indebtedness and senior in right of payment to all of the Company’s and the Note Guarantors’ existing and future subordinated indebtedness. In addition, the Notes and the guarantees were effectively junior: (i) to the Company’s and the Note Guarantors’ indebtedness secured by assets that are not collateral; (ii) pursuant to a Collateral Trust and Intercreditor Agreement dated July 27, 2010 the Company entered into with Wells Fargo Bank, National Association, as the Trustee under the Indenture, and GE Capital, as the Collateral Trustee and as the administrative agent under the 2013 Credit Facility (the “Intercreditor Agreement”) at the same time that the Company entered into a previous credit facility that the Company entered into in July 2010; and (iii) to all of the liabilities of any of the Company’s existing and future subsidiaries that do not guarantee the Notes, to the extent of the assets of those subsidiaries. The Notes were secured by substantially all of the assets, as well as the pledge of the stock of substantially all of the subsidiaries, including the special purpose subsidiary formed to hold the Company’s FCC licenses. | ||||||||||||||||||
The Company had the right to redeem: | ||||||||||||||||||
o | prior to August 1, 2013, on one or more occasions, up to 10% of the original principal amount of the Notes during each 12-month period beginning on August 1, 2010, at a redemption price equal to 103% of the principal amount of the Notes, plus accrued and unpaid interest; | |||||||||||||||||
o | prior to August 1, 2013, on one or more occasions, up to 35% of the original principal amount of the Notes with the net proceeds from certain equity offerings, at a redemption price of 108.750% of the principal amount of the Notes, plus accrued and unpaid interest; provided that: (i) at least 65% of the aggregate principal amount of all Notes issued under the Indenture remains outstanding immediately after such redemption; and (ii) such redemption occurs within 60 days of the date of closing of any such equity offering; | |||||||||||||||||
o | prior to August 1, 2013, some or all of the Notes, at a redemption price equal to 100% of the principal amount of the Notes plus a “make-whole” premium plus accrued and unpaid interest; and | |||||||||||||||||
o | on or after August 1, 2013, some or all of the Notes, at a redemption price of: (i) 106.563% of the principal amount of the Notes if redeemed during the twelve-month period beginning on August 1, 2013; (ii) 104.375% of the principal amount of the Notes if redeemed during the twelve-month period beginning on August 1, 2014; (iii) 102.188% of the principal amount of the Notes if redeemed during the twelve-month period beginning on August 1, 2015; and (iv) 100% of the principal amount of the Notes if redeemed on or after August 1, 2016, in each case plus accrued and unpaid interest. | |||||||||||||||||
In addition, upon a change of control of the Company, as defined in the Indenture, the Company would have been required to make an offer to repurchase all Notes then outstanding, at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest. In addition, the Company had the right at any time and from time to time purchase Notes in the open market or otherwise. | ||||||||||||||||||
Upon an event of default, as defined in the Indenture, the Notes would have become due and payable: (i) immediately without further notice if such event of default arises from events of bankruptcy or insolvency of the Company, any Note Guarantor or any restricted subsidiary; or (ii) upon a declaration of acceleration of the Notes in writing to the Company by the Trustee or holders representing 25% of the aggregate principal amount of the Notes then outstanding, if an event of default occurs and is continuing. The Indenture contained additional provisions that are customary for an agreement of this type, including indemnification by the Company and the Note Guarantors. In addition, the Indenture contained various provisions that limited the Company’s ability to: (i) apply the proceeds from certain asset sales other than in accordance with the terms of the Indenture; and (ii) restrict dividends or other payments from subsidiaries. | ||||||||||||||||||
As discussed in more detail below, on August 2, 2013, the Company redeemed the Notes and the Indenture was terminated. | ||||||||||||||||||
The Company recognized interest expense related to amortization of the bond discount of $0.1 million and 0.3 million for the three- and six-month periods ended June 30, 2013, respectively. | ||||||||||||||||||
2012 Credit Facility | ||||||||||||||||||
The following discussion pertains to a term loan and revolving credit facility of up to $50.0 million that the Company entered into on December 20, 2012 (the “2012 Credit Facility”), pursuant to an amended and restated agreement dated as of December 20, 2012 (the “2012 Credit Agreement”). The 2012 Credit Facility was terminated on May 31, 2013 when the Company entered into its current term loan and revolving credit facility of up to $405.0 million (the “2013 Credit Facility”). Accordingly, the following discussion summarizes only certain provisions of the 2012 Credit Facility and the 2012 Credit Agreement. This discussion is qualified in its entirety by reference to the full text of the 2012 Credit Agreement. | ||||||||||||||||||
On December 20, 2012, the Company entered into the 2012 Agreement pursuant to the 2012 Credit Facility. The 2012 Credit Facility had an expiration date of December 20, 2016 and consisted of a four-year $20.0 million term loan facility and a four-year $30.0 million revolving credit facility, which included a $3.0 million sub-facility for letters of credit. | ||||||||||||||||||
Borrowings under the 2012 Credit Facility bore interest at either: (i) the Base Rate (as defined in the 2012 Credit Agreement) plus the Applicable Margin (as defined in the 2012 Credit Agreement); or (ii) LIBOR plus the Applicable Margin (as defined in the 2012 Credit Agreement). | ||||||||||||||||||
The 2012 Credit Facility was guaranteed on a senior secured basis by all of the Company’s existing and future wholly-owned domestic subsidiaries (the “Credit Guarantors”), which were also the Note Guarantors (collectively, the “Guarantors”). The 2012 Credit Facility was secured on a first priority basis by the Company’s and the Credit Guarantors’ assets, which also secured the Notes. | ||||||||||||||||||
The Company’s borrowings, if any, under the 2012 Credit Facility ranked senior to the Notes upon the terms set forth in an Intercreditor Agreement that the Company entered into in connection with the credit facility that was in effect at that time. | ||||||||||||||||||
The 2012 Credit Agreement also contained additional provisions that are customary for an agreement of this type, including indemnification by the Company and the Credit Guarantors. | ||||||||||||||||||
In connection with the Company entering into the Indenture and the 2012 Credit Agreement, the Company and the Guarantors also entered into the following agreements: | ||||||||||||||||||
o | a Security Agreement, pursuant to which the Company and the Guarantors each granted a first priority security interest in the collateral securing the Notes and the 2012 Credit Facility for the benefit of the holders of the Notes and the lender under the 2012 Credit Facility; and | |||||||||||||||||
o | the Intercreditor Agreement, in order to define the relative rights of the holders of the Notes and the lender under the 2012 Credit Facility with respect to the collateral securing the Company’s and the Guarantors’ respective obligations under the Notes and the 2012 Credit Facility; and | |||||||||||||||||
o | a Registration Rights Agreement, pursuant to which the Company registered the Notes and successfully conducted an exchange offering for the Notes in unregistered form, as originally issued. | |||||||||||||||||
Subject to certain exceptions, either the 2012 Credit Agreement, the Indenture, or both, contained various provisions that limited the Company’s ability, among other things, to engage in certain transactions, make acquisitions and dispose of certain assets, as more fully provided therein. | ||||||||||||||||||
2013 Credit Facility | ||||||||||||||||||
On May 31, 2013, the Company entered into the 2013 Credit Facility pursuant to the 2013 Credit Agreement. The 2013 Credit Facility consists of a $20.0 million senior secured Term Loan A Facility (the “Term Loan A Facility”), a $375.0 million senior secured Term Loan B Facility (the “Term Loan B Facility”; and together with the Term Loan A Facility, the “Term Loan Facilities”) which was drawn on August 1, 2013 (the “Term Loan B Borrowing Date”), and a $30.0 million senior secured Revolving Credit Facility (the “Revolving Credit Facility”). In addition, the 2013 Credit Facility provides that the Company may increase the aggregate principal amount of the 2013 Credit Facility by up to an additional $100.0 million, subject to the Company satisfying certain conditions. | ||||||||||||||||||
Borrowings under the Term Loan A Facility were used on the closing date of the 2013 Credit Facility (the “Closing Date”) (together with cash on hand) to (a) repay in full all of the outstanding obligations of the Company and its subsidiaries under the 2012 Credit Agreement and to terminate the 2012 Credit Agreement, and (b) pay fees and expenses in connection with the 2013 Credit Facility. As discussed in more detail below, on August 1, 2013, the Company drew on the Company’s Term Loan B Facility to (a) repay in full all of the outstanding loans under the Term Loan A Facility and (b) redeem in full all of the then outstanding Notes. The Company intends to use any future borrowings under the Revolving Credit Facility to provide for working capital, capital expenditures and other general corporate purposes of the Company and from time to time fund a portion of certain acquisitions, in each case subject to the terms and conditions set forth in the 2013 Credit Agreement. | ||||||||||||||||||
The 2013 Credit Facility is guaranteed on a senior secured basis by all of the Company’s existing and future wholly-owned domestic subsidiaries (the “Credit Parties”). The 2013 Credit Facility is secured on a first priority basis by the Company’s and the Credit Parties’ assets. Upon the redemption of the then outstanding Notes, the security interests and guaranties of the Company and its Credit Parties under the Indenture and the Notes were terminated and released. | ||||||||||||||||||
The Company’s borrowings under the 2013 Credit Facility bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to either: (i) the Base Rate (as defined in the 2013 Credit Agreement) plus the Applicable Margin (as defined in the 2013 Credit Agreement); or (ii) LIBOR (as defined in the 2013 Credit Agreement) plus the Applicable Margin (as defined in the 2013 Credit Agreement). As of June 30, 2014, the Company’s effective interest rate was 3.5%. The Term Loan A Facility expired on the Term Loan B Borrowing Date, which was August 1, 2013. The Term Loan B Facility expires on May 31, 2020 (the “Term Loan B Maturity Date”) and the Revolving Credit Facility expires on May 31, 2018 (the “Revolving Loan Maturity Date”). | ||||||||||||||||||
As defined in the 2013 Credit Facility, “Applicable Margin” means: | ||||||||||||||||||
(a) with respect to the Term Loans (i) if a Base Rate Loan, one and one half percent (1.50%) per annum and (ii) if a LIBOR Rate Loan, two and one half percent (2.50%) per annum; and | ||||||||||||||||||
(b) with respect to the Revolving Loans: | ||||||||||||||||||
(i) for the period commencing on the Closing Date through the last day of the calendar month during which financial statements for the fiscal quarter ending September 30, 2013 are delivered: (A) if a Base Rate Loan, one and one half percent (1.50%) per annum and (B) if a LIBOR Rate Loan, two and one half percent (2.50%) per annum; and | ||||||||||||||||||
(ii) thereafter, the Applicable Margin for the Revolving Loans shall equal the applicable LIBOR margin or Base Rate margin in effect from time to time determined as set forth below based upon the applicable First Lien Net Leverage Ratio then in effect pursuant to the appropriate column under the table below: | ||||||||||||||||||
First Lien Net Leverage Ratio | LIBOR Margin | Base Rate Margin | ||||||||||||||||
³ 4.50 to 1.00 | 2.5 | % | 1.5 | % | ||||||||||||||
< 4.50 to 1.00 | 2.25 | % | 1.25 | % | ||||||||||||||
In the event the Company engages in a transaction that has the effect of reducing the yield of any loans outstanding under the Term Loan B Facility within six months of the Term Loan B Borrowing Date, the Company will owe 1% of the amount of the loans so repriced or replaced to the Lenders thereof (such fee, the “Repricing Fee”). Other than the Repricing Fee, the amounts outstanding under the 2013 Credit Facility may be prepaid at the option of the Company without premium or penalty, provided that certain limitations are observed, and subject to customary breakage fees in connection with the prepayment of a LIBOR rate loan. The principal amount of the (i) Term Loan A Facility shall be paid in full on the Term Loan B Borrowing Date, (ii) Term Loan B Facility shall be paid in installments on the dates and in the respective amounts set forth in the 2013 Credit Agreement, with the final balance due on the Term Loan B Maturity Date and (iii) Revolving Credit Facility shall be due on the Revolving Loan Maturity Date. | ||||||||||||||||||
Subject to certain exceptions, the 2013 Credit Agreement contains covenants that limit the ability of the Company and the Credit Parties to, among other things: | ||||||||||||||||||
o | incur additional indebtedness or change or amend the terms of any senior indebtedness, subject to certain conditions; | |||||||||||||||||
o | incur liens on the property or assets of the Company and the Credit Parties; | |||||||||||||||||
o | dispose of certain assets; | |||||||||||||||||
o | consummate any merger, consolidation or sale of substantially all assets; | |||||||||||||||||
o | make certain investments; | |||||||||||||||||
o | enter into transactions with affiliates; | |||||||||||||||||
o | use loan proceeds to purchase or carry margin stock or for any other prohibited purpose; | |||||||||||||||||
o | incur certain contingent obligations; | |||||||||||||||||
o | make certain restricted payments; and | |||||||||||||||||
o | enter new lines of business, change accounting methods or amend the organizational documents of the Company or any Credit Party in any materially adverse way to the agent or the lenders. | |||||||||||||||||
The 2013 Credit Agreement also requires compliance with a financial covenant related to total net leverage ratio (calculated as set forth in the 2013 Credit Agreement) in the event that the revolving credit facility is drawn. | ||||||||||||||||||
The 2013 Credit Agreement also provides for certain customary events of default, including the following: | ||||||||||||||||||
o | default for three (3) business days in the payment of interest on borrowings under the 2013 Credit Facility when due; | |||||||||||||||||
o | default in payment when due of the principal amount of borrowings under the 2013 Credit Facility; | |||||||||||||||||
o | failure by the Company or any Credit Party to comply with the negative covenants, financial covenants (provided, that, an event of default under the Term Loan Facilities will not have occurred due to a violation of the financial covenants until the revolving lenders have terminated their commitments and declared all obligations to be due and payable), and certain other covenants relating to maintenance of customary property insurance coverage, maintenance of books and accounting records and permitted uses of proceeds from borrowings under the 2013 Credit Facility, each as set forth in the 2013 Credit Agreement; | |||||||||||||||||
o | failure by the Company or any Credit Party to comply with any of the other agreements in the 2013 Credit Agreement and related loan documents that continues for thirty (30) days (or ten (10) days in the case of certain financial statement delivery obligations) after officers of the Company first become aware of such failure or first receive written notice of such failure from any lender; | |||||||||||||||||
o | default in the payment of other indebtedness if the amount of such indebtedness aggregates to $15.0 million or more, or failure to comply with the terms of any agreements related to such indebtedness if the holder or holders of such indebtedness can cause such indebtedness to be declared due and payable; | |||||||||||||||||
o | failure of the Company or any Credit Party to pay, vacate or stay final judgments aggregating over $15.0 million for a period of thirty (30) days after the entry thereof; | |||||||||||||||||
o | certain events of bankruptcy or insolvency with respect to the Company or any Credit Party; | |||||||||||||||||
o | certain change of control events; | |||||||||||||||||
o | the revocation or invalidation of any agreement or instrument governing the Notes or any subordinated indebtedness, including the Intercreditor Agreement; and | |||||||||||||||||
o | any termination, suspension, revocation, forfeiture, expiration (without timely application for renewal) or material adverse amendment of any material media license. | |||||||||||||||||
In connection with the Company entering into the 2013 Credit Agreement, the Company and the Credit Parties also entered into an Amended and Restated Security Agreement, pursuant to which the Company and the Credit Parties each granted a first priority security interest in the collateral securing the 2013 Credit Facility for the benefit of the lenders under the 2013 Credit Facility. | ||||||||||||||||||
On August 1, 2013, the Company drew on borrowings under the Company’s Term Loan B Facility. The borrowings were used to (i) repay in full all of the outstanding loans under the Company’s Term Loan A Facility; (ii) redeem in full and terminate all of its outstanding obligations (the “Redemption”) on August 2, 2013 (the “Redemption Date”) under the Indenture, in an aggregate principal amount of approximately $324 million, and (iii) pay any fees and expenses in connection therewith. The redemption price for the redeemed Notes was 106.563% of the principal amount, plus accrued and unpaid interest thereon to the Redemption Date. | ||||||||||||||||||
The Redemption constituted a complete redemption of the then outstanding Notes, such that no amount remained outstanding following the Redemption. Accordingly, the Indenture has been satisfied and discharged in accordance with its terms and the Notes have been cancelled, effective as of the Redemption Date. The Company recorded a loss on debt extinguishment of $29.7 million, primarily due to the premium associated with the redemption of the Notes, the unamortized bond discount and finance costs. | ||||||||||||||||||
On December 31, 2013, the Company made a prepayment of $10.0 million to reduce the amount of loans outstanding under the Term Loan B facility. | ||||||||||||||||||
The carrying amount and estimated fair value of the Term Loan B as of June 30, 2014 were both $362.2 million. The estimated fair value is calculated using an income approach which projects expected future cash flows and discounts them using a rate based on industry and market yields. | ||||||||||||||||||
Derivative Instruments | ' | |||||||||||||||||
Derivative Instruments | ||||||||||||||||||
The Company uses derivatives in the management of its interest rate risk with respect to its variable rate debt. The Company‘s strategy is to eliminate the cash flow risk on a portion of its variable rate debt caused by changes in the benchmark interest rate (LIBOR). Derivative instruments are not entered into for speculative purposes. | ||||||||||||||||||
As required by the terms of the Company’s 2013 Credit Agreement, on December 16, 2013, the Company entered into three forward-starting interest rate swap agreements with an aggregate notional amount of $186.0 million at a fixed rate of 2.73%, resulting in an all-in fixed rate of 5.23%. The interest rate swap agreements take effect on December 31, 2015 with a maturity date on December 31, 2018. Under these interest rate swap agreements, the Company pays at a fixed rate and receives payments at a variable rate based on three-month LIBOR. The interest rate swap agreements effectively fix the floating LIBOR-based interest of $186.0 million outstanding LIBOR-based debt. The interest rate swap agreements were designated and qualified as a cash flow hedge; therefore, the effective portion of the changes in fair value is recorded in accumulated other comprehensive income. Any ineffective portions of the changes in fair value of the interest rate swap agreements will be immediately recognized directly to interest expense in the consolidated statement of operations. The change in fair value of the interest rate swap agreements for the three- and six-month periods ended June 30, 2014 was a loss of $1.1 million and $1.8 million, net of tax, respectively, and was included in other comprehensive income (loss). As of June 30, 2014, we estimate that none of the unrealized gains or losses included in accumulated other comprehensive income or loss related to these interest rate swap agreements will be realized and reported in earnings within the next twelve months. | ||||||||||||||||||
The carrying amount of the interest rate swap agreements is recorded at fair value, including non-performance risk, when material. The fair value of each interest rate swap agreement is determined by using multiple broker quotes, adjusted for non-performance risk, when material, which estimate the future discounted cash flows of any future payments that may be made under such agreements. | ||||||||||||||||||
The fair value of the interest rate swap liability as of June 30, 2014 was $2.5 million and was recorded in "Other long-term liabilities" in the consolidated balance sheets. | ||||||||||||||||||
Fair Value Measurements | ' | |||||||||||||||||
Fair Value Measurements | ||||||||||||||||||
ASC 820, “Fair Value Measurements and Disclosures”, defines and establishes a framework for measuring fair value and expands disclosures about fair value measurements. In accordance with ASC 820, the Company has categorized its financial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below. | ||||||||||||||||||
Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the company has the ability to access at the measurement date. | ||||||||||||||||||
Level 2 – Assets and liabilities whose values are based on quoted prices for similar attributes in active markets; quoted prices in markets where trading occurs infrequently; and inputs other than quoted prices that are observable, either directly or indirectly, for substantially the full term of the asset or liability. | ||||||||||||||||||
Level 3 – Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. | ||||||||||||||||||
If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. | ||||||||||||||||||
The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets (in millions): | ||||||||||||||||||
a | ||||||||||||||||||
30-Jun-14 | ||||||||||||||||||
Total Fair Value and Carrying Value on Balance Sheet | Fair Value Measurement Category | |||||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||||
Liabilities: | ||||||||||||||||||
Interest rate swap | $ | 2.5 | $ | — | $ | 2.5 | $ | — | ||||||||||
31-Dec-13 | ||||||||||||||||||
Total Fair Value and Carrying Value on Balance Sheet | Fair Value Measurement Category | |||||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||||
Assets: | ||||||||||||||||||
Interest rate swap | $ | 0.4 | $ | — | $ | 0.4 | $ | — | ||||||||||
Accumulated Other Comprehensive Income (Loss) | ' | |||||||||||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||||||||||
Accumulated other comprehensive income (loss) includes the cumulative gains and losses of derivative instruments that qualify as cash flow hedges. The following table provides a rollforward of accumulated other comprehensive income (loss) for the six-month periods ended June 30, 2014 and 2013 (in millions): | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Accumulated other comprehensive income (loss) as of January 1, | $ | 0.2 | $ | — | ||||||||||||||
Other comprehensive income (loss) | (2.9 | ) | — | |||||||||||||||
Income tax benefit (expense) | 1.1 | — | ||||||||||||||||
Other comprehensive income (loss), net of tax | (1.8 | ) | — | |||||||||||||||
Accumulated other comprehensive income (loss) as of June 30, | $ | (1.6 | ) | $ | — | |||||||||||||
Recent Accounting Pronouncements | ' | |||||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||||||
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. It is effective for annual reporting periods beginning after December 15, 2016. Early adoption is not permitted. The amendments may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. The Company is currently in the process of evaluating the impact of adoption of the ASU on its consolidated financial statements. |
The_Company_and_Significant_Ac2
The Company and Significant Accounting Policies (Tables) | 6 Months Ended | |||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||
Reconciliation of Basic and Diluted Income (Loss) Per Share | ' | |||||||||||||||||
The following table illustrates the reconciliation of the basic and diluted income (loss) per share computations required by ASC 260-10, “Earnings Per Share” (in thousands, except share and per share data): | ||||||||||||||||||
Three-Month Period | Six-Month Period | |||||||||||||||||
Ended June 30, | Ended June 30, | |||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||
Basic earnings per share: | ||||||||||||||||||
Numerator: | ||||||||||||||||||
Net income (loss) | $ | 8,735 | $ | 5,073 | $ | 13,123 | $ | 4,116 | ||||||||||
Denominator: | ||||||||||||||||||
Weighted average common shares outstanding | 89,276,794 | 87,074,952 | 88,982,009 | 86,768,686 | ||||||||||||||
Per share: | ||||||||||||||||||
Net income (loss) per share | $ | 0.1 | $ | 0.06 | $ | 0.15 | $ | 0.05 | ||||||||||
Diluted earnings per share: | ||||||||||||||||||
Numerator: | ||||||||||||||||||
Net income (loss) | $ | 8,735 | $ | 5,073 | $ | 13,123 | $ | 4,116 | ||||||||||
Denominator: | ||||||||||||||||||
Weighted average common shares outstanding | 89,276,794 | 87,074,952 | 88,982,009 | 86,768,686 | ||||||||||||||
Dilutive securities: | ||||||||||||||||||
Stock options and restricted stock units | 1,925,938 | 2,153,838 | 2,092,928 | 1,379,228 | ||||||||||||||
Diluted shares outstanding | 91,202,732 | 89,228,790 | 91,074,937 | 88,147,914 | ||||||||||||||
Per share: | ||||||||||||||||||
Net income (loss) per share | $ | 0.1 | $ | 0.06 | $ | 0.14 | $ | 0.05 | ||||||||||
Margin for Revolving Loans | ' | |||||||||||||||||
(ii) thereafter, the Applicable Margin for the Revolving Loans shall equal the applicable LIBOR margin or Base Rate margin in effect from time to time determined as set forth below based upon the applicable First Lien Net Leverage Ratio then in effect pursuant to the appropriate column under the table below: | ||||||||||||||||||
First Lien Net Leverage Ratio | LIBOR Margin | Base Rate Margin | ||||||||||||||||
³ 4.50 to 1.00 | 2.5 | % | 1.5 | % | ||||||||||||||
< 4.50 to 1.00 | 2.25 | % | 1.25 | % | ||||||||||||||
Fair Value of Assets and Liabilities on a Recurring Basis | ' | |||||||||||||||||
The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets (in millions): | ||||||||||||||||||
a | ||||||||||||||||||
30-Jun-14 | ||||||||||||||||||
Total Fair Value and Carrying Value on Balance Sheet | Fair Value Measurement Category | |||||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||||
Liabilities: | ||||||||||||||||||
Interest rate swap | $ | 2.5 | $ | — | $ | 2.5 | $ | — | ||||||||||
31-Dec-13 | ||||||||||||||||||
Total Fair Value and Carrying Value on Balance Sheet | Fair Value Measurement Category | |||||||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||||||||
Assets: | ||||||||||||||||||
Interest rate swap | $ | 0.4 | $ | — | $ | 0.4 | $ | — | ||||||||||
Summary of Components of AOCI | ' | |||||||||||||||||
Accumulated other comprehensive income (loss) includes the cumulative gains and losses of derivative instruments that qualify as cash flow hedges. The following table provides a rollforward of accumulated other comprehensive income (loss) for the six-month periods ended June 30, 2014 and 2013 (in millions): | ||||||||||||||||||
2014 | 2013 | |||||||||||||||||
Accumulated other comprehensive income (loss) as of January 1, | $ | 0.2 | $ | — | ||||||||||||||
Other comprehensive income (loss) | (2.9 | ) | — | |||||||||||||||
Income tax benefit (expense) | 1.1 | — | ||||||||||||||||
Other comprehensive income (loss), net of tax | (1.8 | ) | — | |||||||||||||||
Accumulated other comprehensive income (loss) as of June 30, | $ | (1.6 | ) | $ | — | |||||||||||||
Segment_Information_Tables
Segment Information (Tables) | 6 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||
Separate Financial Data for Each of Company's Operating Segment | ' | |||||||||||||||||||||||
Separate financial data for each of the Company’s operating segments are provided below. Segment operating profit (loss) is defined as operating profit (loss) before corporate expenses. There were no significant sources of revenue generated outside the United States during the three- and six-month periods ended June 30, 2014 and 2013. The Company evaluates the performance of its operating segments based on the following (in thousands): | ||||||||||||||||||||||||
Three-Month Period | Six-Month Period | |||||||||||||||||||||||
Ended June 30, | % | Ended June 30, | % | |||||||||||||||||||||
2014 | 2013 | Change | 2014 | 2013 | Change | |||||||||||||||||||
Net Revenue | ||||||||||||||||||||||||
Television | $ | 43,151 | $ | 39,590 | 9 | % | $ | 80,892 | $ | 74,542 | 9 | % | ||||||||||||
Radio | 18,695 | 17,360 | 8 | % | 33,610 | 31,495 | 7 | % | ||||||||||||||||
Consolidated | 61,846 | 56,950 | 9 | % | 114,502 | 106,037 | 8 | % | ||||||||||||||||
Direct operating expenses | ||||||||||||||||||||||||
Television | 16,152 | 15,991 | 1 | % | 31,108 | 30,979 | 0 | % | ||||||||||||||||
Radio | 10,601 | 9,997 | 6 | % | 20,521 | 19,234 | 7 | % | ||||||||||||||||
Consolidated | 26,753 | 25,988 | 3 | % | 51,629 | 50,213 | 3 | % | ||||||||||||||||
Selling, general and administrative expenses | ||||||||||||||||||||||||
Television | 4,034 | 3,582 | 13 | % | 8,529 | 7,508 | 14 | % | ||||||||||||||||
Radio | 4,214 | 3,842 | 10 | % | 8,350 | 7,599 | 10 | % | ||||||||||||||||
Consolidated | 8,248 | 7,424 | 11 | % | 16,879 | 15,107 | 12 | % | ||||||||||||||||
Depreciation and amortization | ||||||||||||||||||||||||
Television | 2,671 | 3,114 | (14 | )% | 5,386 | 6,331 | (15 | )% | ||||||||||||||||
Radio | 832 | 706 | 18 | % | 1,632 | 1,444 | 13 | % | ||||||||||||||||
Consolidated | 3,503 | 3,820 | (8 | )% | 7,018 | 7,775 | (10 | )% | ||||||||||||||||
Segment operating profit | ||||||||||||||||||||||||
Television | 20,294 | 16,903 | 20 | % | 35,869 | 29,724 | 21 | % | ||||||||||||||||
Radio | 3,048 | 2,815 | 8 | % | 3,107 | 3,218 | (3 | )% | ||||||||||||||||
Consolidated | 23,342 | 19,718 | 18 | % | 38,976 | 32,942 | 18 | % | ||||||||||||||||
Corporate expenses | 5,261 | 4,736 | 11 | % | 10,097 | 9,233 | 9 | % | ||||||||||||||||
Operating income (loss) | 18,081 | 14,982 | 21 | % | 28,879 | 23,709 | 22 | % | ||||||||||||||||
Interest expense | (3,469 | ) | (7,881 | ) | (56 | )% | (6,907 | ) | (15,665 | ) | (56 | )% | ||||||||||||
Interest income | 13 | 9 | 44 | % | 25 | 16 | 56 | % | ||||||||||||||||
Gain (loss) on debt extinguishment | — | (130 | ) | (100 | )% | — | (130 | ) | (100 | )% | ||||||||||||||
Income (loss) before income taxes | $ | 14,625 | $ | 6,980 | 110 | % | $ | 21,997 | $ | 7,930 | 177 | % | ||||||||||||
Capital expenditures | ||||||||||||||||||||||||
Television | $ | 1,662 | $ | 1,769 | $ | 2,574 | $ | 3,555 | ||||||||||||||||
Radio | 831 | 544 | 1,755 | 686 | ||||||||||||||||||||
Consolidated | $ | 2,493 | $ | 2,313 | $ | 4,329 | $ | 4,241 | ||||||||||||||||
June 30, | December 31, | |||||||||||||||||||||||
Total assets | 2014 | 2013 | ||||||||||||||||||||||
Television | $ | 400,395 | $ | 412,487 | ||||||||||||||||||||
Radio | 146,557 | 125,750 | ||||||||||||||||||||||
Consolidated | $ | 546,952 | $ | 538,237 | ||||||||||||||||||||
Acquisitions_Tables
Acquisitions (Tables) | 6 Months Ended | ||||||||||
Jun. 30, 2014 | |||||||||||
Summary of Purchase Price Allocation for Company's Acquisition of Pulpo | ' | ||||||||||
The following is a summary of the initial purchase price allocation for the Company’s acquisition of Pulpo (unaudited; in millions): | |||||||||||
Accounts receivable | $ | 1.7 | |||||||||
Prepaids and other assets | 0.1 | ||||||||||
Property and equipment | 0.5 | ||||||||||
Intangible assets subject to amortization | 3.6 | ||||||||||
Goodwill | 14 | ||||||||||
Current liabilities | (1.9 | ) | |||||||||
Deferred Tax | (1.6 | ) | |||||||||
Schedule of Changes in the Carrying Amount of Goodwill | ' | ||||||||||
The changes in the carrying amount of goodwill for each of the Company’s operating segments for the six-month period ended June 30, 2014 are as follows (in thousands): | |||||||||||
December 31, | June 30, | ||||||||||
2013 | Acquisition | 2014 | |||||||||
Television | $ | 35,912 | $ | - | $ | 35,912 | |||||
Radio | 735 | 13,984 | 14,719 | ||||||||
Consolidated | $ | 36,647 | $ | 13,984 | $ | 50,631 | |||||
The_Company_and_Significant_Ac3
The Company and Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2011 | Jun. 30, 2014 | Jun. 30, 2013 | Jul. 27, 2010 | Jul. 31, 2010 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2012 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | |
8.75% Senior Secured First Lien Notes | 8.75% Senior Secured First Lien Notes | 8.75% Senior Secured First Lien Notes | 8.75% Senior Secured First Lien Notes | Notes Payable to Banks | Notes Payable to Banks | Stock Option | Stock Option | Stock Option | Stock Option | Restricted Stock | Restricted Stock | Restricted Stock | Restricted Stock | Univision | Univision | Univision | Univision | Unimas | ||||||
Minimum | Maximum | Minimum | Maximum | |||||||||||||||||||||
Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expiry year of long-term affiliation agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2021 | ' | ' |
Renewal period of affiliation agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' |
Affiliate advertising minutes per hour for which entity has right to sell | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 minutes | ' | '4 minutes 30 seconds |
Payment of sales representation fees to television stations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,900,000 | $2,600,000 | $5,200,000 | $4,900,000 | ' |
Period to grant television station for terms of retransmission consent agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years | ' | ' |
Retransmission consent agreements expiring date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Dec-14 | ' | ' |
Amount due from television stations for carriage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,600,000 | ' | 10,600,000 | ' | ' |
Common stock percentage held by Univision | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | 10.00% | ' | ' |
Stock-based compensation expense related to grants of stock options and restricted stock units | 600,000 | 1,400,000 | ' | 1,303,000 | 2,241,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization period of stock-based compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | '4 years | ' | ' | '1 year | '4 years | ' | ' | ' | ' | ' |
Unrecognized compensation expense related to grants of stock options | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average period for unrecognized compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year 7 months 6 days | ' | ' | ' | '6 months | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation expense related to grants of restricted stock units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' |
Weighted average shares outstanding of diluted securities, not included for diluted income per share | 3,898,562 | 7,081,212 | ' | 3,854,572 | 8,650,056 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate of notes | ' | ' | ' | ' | ' | ' | ' | ' | 8.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of Senior Secured First Lien Notes | ' | ' | ' | ' | ' | 400,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance price as percentage of principal amount | ' | ' | ' | ' | ' | 98.72% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes maturity date | ' | ' | ' | ' | ' | ' | ' | 1-Aug-17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds received from the sale of the Notes | ' | ' | ' | ' | ' | ' | 388,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount on bond | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fees for sale of notes | ' | ' | ' | ' | ' | ' | ' | 7,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount repurchased | ' | ' | 16,200,000 | ' | ' | ' | ' | ' | ' | 40,000,000 | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (loss) on debt extinguishment | ' | ($130,000) | $400,000 | ' | ($130,000) | ' | ' | ' | ' | $2,500,000 | $1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption price percentage of the principal amount for redeemed notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | 103.00% | 103.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The_Company_and_Significant_Ac4
The Company and Significant Accounting Policies - Reconciliation of Basic and Diluted Income (Loss) Per Share (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Earnings Per Share Basic And Diluted [Abstract] | ' | ' | ' | ' |
Net income (loss) | $8,735 | $5,073 | $13,123 | $4,116 |
Denominator: | ' | ' | ' | ' |
Weighted average common shares outstanding, basic | 89,276,794 | 87,074,952 | 88,982,009 | 86,768,686 |
Basic earnings per share: | ' | ' | ' | ' |
Net income (loss) per share, basic | $0.10 | $0.06 | $0.15 | $0.05 |
Net income (loss) | $8,735 | $5,073 | $13,123 | $4,116 |
Denominator: | ' | ' | ' | ' |
Weighted average common shares outstanding, basic | 89,276,794 | 87,074,952 | 88,982,009 | 86,768,686 |
Dilutive securities: | ' | ' | ' | ' |
Stock options and restricted stock units | 1,925,938 | 2,153,838 | 2,092,928 | 1,379,228 |
Weighted average common shares outstanding, diluted | 91,202,732 | 89,228,790 | 91,074,937 | 88,147,914 |
Diluted earnings per share: | ' | ' | ' | ' |
Net income (loss) per share, diluted | $0.10 | $0.06 | $0.14 | $0.05 |
The_Company_and_Significant_Ac5
The Company and Significant Accounting Policies - Additional Information 1 (Detail) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 12 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | |||||||||||||||||||||||
Jun. 30, 2013 | Dec. 31, 2011 | Jun. 30, 2013 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2012 | Dec. 20, 2012 | Dec. 20, 2012 | Dec. 31, 2012 | 31-May-13 | Dec. 20, 2012 | Jun. 30, 2014 | 31-May-13 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | 31-May-13 | Jun. 30, 2014 | 31-May-13 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | 31-May-13 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Interest Rate Swap Agreements | Interest Rate Swap Agreements | Floating LIBOR -Based Interest | Term Loan | Term Loan | Letter of Credit | 2012 Credit Facility | 2012 Credit Facility | 2012 Credit Facility | 2013 Credit Facility | 2013 Credit Facility | 2013 Credit Facility | 2013 Credit Facility | 2013 Credit Facility | 2013 Credit Facility | 2013 Credit Facility | 2013 Credit Facility | 2013 Credit Facility | 2013 Credit Facility | 2013 Credit Facility | 2013 Credit Facility | 2013 Credit Facility | 2013 Credit Facility | 2013 Credit Facility | 8.75% Senior Secured First Lien Notes | 8.75% Senior Secured First Lien Notes | 8.75% Senior Secured First Lien Notes | 8.75% Senior Secured First Lien Notes | 8.75% Senior Secured First Lien Notes | 8.75% Senior Secured First Lien Notes | 8.75% Senior Secured First Lien Notes | 8.75% Senior Secured First Lien Notes | |||||
Interest_Rate_Swaps | Interest Rate Swap Agreements | Term Loan | Term Loan | Term Loan | Term Loan B Facility | Term Loan B Facility | Senior Secured Revolving Credit Facility | Senior Secured Revolving Credit Facility | Senior Secured Revolving Credit Facility | Senior Secured Revolving Credit Facility | Term Loan A | Term Loan A | Term Loans B | Term Loans B | Prior to August 1, 2013 Term One | Prior to August 1, 2013, Term Two | Prior to August 1, 2013 Term Three | Twelve Months Beginning August 1, 2013, Term Four | Twelve Months Beginning August 1, 2014, Term Four | Twelve Months Beginning August 1, 2015, Term Four | Twelve Months Beginning August 1, 2016, Term Four | |||||||||||||||
Base Rate Margin | LIBOR Margin | Base Rate Margin | LIBOR Margin | |||||||||||||||||||||||||||||||||
Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rate on priority on principal amount with net proceeds at redemption | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 35.00% | ' | ' | ' | ' | ' |
Redemption price on principal amount with net proceeds, accrued and unpaid expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 106.56% | ' | ' | 103.00% | 108.75% | 100.00% | 106.56% | 104.38% | 102.19% | 100.00% |
Rate on principal amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65.00% | ' | ' | ' | ' | ' |
Redemption closing date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '60 days | ' | ' | ' | ' | ' |
Redemption of Notes upon change in control, amount as percentage of principal amount including interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 101.00% | ' | ' | ' | ' | ' | ' | ' |
Redemption of Notes declaration of acceleration written percentage of principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' |
Interest expense related to amortization of the bond discount | $100,000 | ' | $300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior Secured debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 405,000,000 | 50,000,000 | ' | ' | ' | ' | ' | ' | 375,000,000 | ' | 30,000,000 | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2012 Credit Facility, obligations | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | 3,000,000 | ' | ' | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period of revolving credit facility | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity date of revolving credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20-Dec-16 | ' | ' | ' | ' | ' | ' | ' | 31-May-20 | ' | 31-May-18 | ' | ' | ' | 1-Aug-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable interest rate basis spread on debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | 2.50% | ' | ' | ' | ' | 1.50% | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate on borrowings under 2013 Credit Facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'if a Base Rate Loan, one and one half percent (1.50%) per annum and (ii) if a LIBOR Rate Loan, two and one half percent (2.50%) per annum; | ' | ' | ' | ' | 'if a Base Rate Loan, one and one half percent (1.50%) per annum and (B) if a LIBOR Rate Loan, two and one half percent (2.50%) per annum; | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period considered for applicability of repricing fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 months | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of repricing fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Certain customary events of default, number of business days to default in the payment of interest on borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Certain customary events of default, number of days default continue for compliance with other agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Certain customary events of default, number of days default continue for financial statement delivery obligations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Certain customary events of default, indebtedness aggregate amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Certain customary events of default, failure in payment of final judgments aggregate amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Certain customary events of default, failure in payment of final judgments aggregate amount period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount repurchased | ' | 16,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 324,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
(Gain) loss on debt extinguishment | 130,000 | -400,000 | 130,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 29,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of loans | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Carrying value of term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 362,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated fair value of term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 362,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate swap inception date | ' | ' | ' | ' | ' | 16-Dec-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of forward-starting swap agreements | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregated notional amount of interest swap agreements | ' | ' | ' | ' | ' | 186,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative average Interest rate | ' | ' | ' | ' | ' | 2.73% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative fixed Interest rate | ' | ' | ' | ' | ' | 5.23% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate swap effective date | ' | ' | ' | ' | ' | 31-Dec-15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate swap expiration date | ' | ' | ' | ' | ' | 31-Dec-18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding LIBOR-based debt | ' | ' | ' | ' | ' | ' | 186,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in fair value of interest rate | ' | ' | ' | ' | 1,100,000 | 1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of interest rate | ' | ' | ' | $2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The_Company_and_Significant_Ac6
The Company and Significant Accounting Policies - Margin for Revolving Loans (Detail) | 6 Months Ended |
Jun. 30, 2014 | |
Greater than or Equal to 4.50 to 1.00 | ' |
Debt Instrument [Line Items] | ' |
First lien net leverage ratio upper limit | 4.50% |
First lien net leverage ratio lower limit | 1.00% |
Greater than or Equal to 4.50 to 1.00 | LIBOR Margin | ' |
Debt Instrument [Line Items] | ' |
Margin Rate | 2.50% |
Greater than or Equal to 4.50 to 1.00 | Base Rate Margin | ' |
Debt Instrument [Line Items] | ' |
Margin Rate | 1.50% |
Less than 4.50 to 1.00 | ' |
Debt Instrument [Line Items] | ' |
First lien net leverage ratio upper limit | 4.50% |
First lien net leverage ratio lower limit | 1.00% |
Less than 4.50 to 1.00 | LIBOR Margin | ' |
Debt Instrument [Line Items] | ' |
Margin Rate | 2.25% |
Less than 4.50 to 1.00 | Base Rate Margin | ' |
Debt Instrument [Line Items] | ' |
Margin Rate | 1.25% |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value Assets and Liabilities Measured on Recurring Basis (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Fair value of interest rate | $2.50 | ' |
Total Fair Value and Carrying Value on Balance Sheet | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Fair value of interest rate | 2.5 | ' |
Interest rate swap | ' | 0.4 |
Level 2 | ' | ' |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ' | ' |
Fair value of interest rate | 2.5 | ' |
Interest rate swap | ' | $0.40 |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Income (Loss) (Detail) (USD $) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ' | ' |
Accumulated other comprehensive income (loss) | ' | $234,000 |
Other comprehensive income (loss) | ' | -2,900,000 |
Income tax benefit (expense) | ' | 1,100,000 |
Other comprehensive income (loss), net of tax | -1,139,000 | -1,770,000 |
Accumulated other comprehensive income (loss) | ($1,536,000) | ($1,536,000) |
Segment_Information_Additional
Segment Information - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2014 | |
Segment | |
Segment Reporting Information [Line Items] | ' |
Number of reportable segments | 2 |
Television | ' |
Segment Reporting Information [Line Items] | ' |
Number of stations owned | 58 |
Radio | ' |
Segment Reporting Information [Line Items] | ' |
Number of stations owned | 49 |
Segment_Information_Separate_F
Segment Information - Separate Financial Data for Each of Company's Operating Segment (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2011 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' |
Net revenue | $61,846 | $56,950 | ' | $114,502 | $106,037 | ' |
Direct operating expenses | 26,753 | 25,988 | ' | 51,629 | 50,213 | ' |
Selling, general and administrative expenses | 8,248 | 7,424 | ' | 16,879 | 15,107 | ' |
Depreciation and amortization | 3,503 | 3,820 | ' | 7,018 | 7,775 | ' |
Segment operating profit | 23,342 | 19,718 | ' | 38,976 | 32,942 | ' |
Corporate expenses | 5,261 | 4,736 | ' | 10,097 | 9,233 | ' |
Operating income (loss) | 18,081 | 14,982 | ' | 28,879 | 23,709 | ' |
Interest expense | -3,469 | -7,881 | ' | -6,907 | -15,665 | ' |
Interest income | 13 | 9 | ' | 25 | 16 | ' |
Gain (loss) on debt extinguishment | ' | -130 | 400 | ' | -130 | ' |
Income (loss) before income taxes | 14,625 | 6,980 | ' | 21,997 | 7,930 | ' |
Capital expenditures | 2,493 | 2,313 | ' | 4,329 | 4,241 | ' |
Total assets | 546,952 | ' | ' | 546,952 | ' | 538,237 |
Percentage change in net revenue | 9.00% | ' | ' | 8.00% | ' | ' |
Percentage change in direct operating expenses | 3.00% | ' | ' | 3.00% | ' | ' |
Percentage change in selling, general and administrative expenses | 11.00% | ' | ' | 12.00% | ' | ' |
Percentage change in depreciation and amortization | -8.00% | ' | ' | -10.00% | ' | ' |
Percentage change in segment operating profit | 18.00% | ' | ' | 18.00% | ' | ' |
Percentage change in Corporate expenses | 11.00% | ' | ' | 9.00% | ' | ' |
Percentage change in operating income (loss) | 21.00% | ' | ' | 22.00% | ' | ' |
Percentage change in interest expenses | -56.00% | ' | ' | -56.00% | ' | ' |
Percentage change in interest income | 44.00% | ' | ' | 56.00% | ' | ' |
Percentage change in gain (loss) on debt extinguishment | -100.00% | ' | ' | -100.00% | ' | ' |
Percentage change in income (loss) before income taxes | 110.00% | ' | ' | 177.00% | ' | ' |
Television | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' |
Net revenue | 43,151 | 39,590 | ' | 80,892 | 74,542 | ' |
Direct operating expenses | 16,152 | 15,991 | ' | 31,108 | 30,979 | ' |
Selling, general and administrative expenses | 4,034 | 3,582 | ' | 8,529 | 7,508 | ' |
Depreciation and amortization | 2,671 | 3,114 | ' | 5,386 | 6,331 | ' |
Segment operating profit | 20,294 | 16,903 | ' | 35,869 | 29,724 | ' |
Capital expenditures | 1,662 | 1,769 | ' | 2,574 | 3,555 | ' |
Total assets | 400,395 | ' | ' | 400,395 | ' | 412,487 |
Percentage change in net revenue | 9.00% | ' | ' | 9.00% | ' | ' |
Percentage change in direct operating expenses | 1.00% | ' | ' | 0.00% | ' | ' |
Percentage change in selling, general and administrative expenses | 13.00% | ' | ' | 14.00% | ' | ' |
Percentage change in depreciation and amortization | -14.00% | ' | ' | -15.00% | ' | ' |
Percentage change in segment operating profit | 20.00% | ' | ' | 21.00% | ' | ' |
Radio | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' |
Net revenue | 18,695 | 17,360 | ' | 33,610 | 31,495 | ' |
Direct operating expenses | 10,601 | 9,997 | ' | 20,521 | 19,234 | ' |
Selling, general and administrative expenses | 4,214 | 3,842 | ' | 8,350 | 7,599 | ' |
Depreciation and amortization | 832 | 706 | ' | 1,632 | 1,444 | ' |
Segment operating profit | 3,048 | 2,815 | ' | 3,107 | 3,218 | ' |
Capital expenditures | 831 | 544 | ' | 1,755 | 686 | ' |
Total assets | $146,557 | ' | ' | $146,557 | ' | $125,750 |
Percentage change in net revenue | 8.00% | ' | ' | 7.00% | ' | ' |
Percentage change in direct operating expenses | 6.00% | ' | ' | 7.00% | ' | ' |
Percentage change in selling, general and administrative expenses | 10.00% | ' | ' | 10.00% | ' | ' |
Percentage change in depreciation and amortization | 18.00% | ' | ' | 13.00% | ' | ' |
Percentage change in segment operating profit | 8.00% | ' | ' | -3.00% | ' | ' |
Acquisitions_Additional_Inform
Acquisitions - Additional Information (Detail) (USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Jun. 18, 2014 |
Business Acquisition [Line Items] | ' |
Accounts receivables assets acquired, fair value | $1.60 |
Gross amount account receivables asset acquired | 1.7 |
Amount due under contract expected to be uncollectible | 0.1 |
Pulpo Media, Inc | ' |
Business Acquisition [Line Items] | ' |
Ownership Interest acquired | 100.00% |
Effective Date Of Acquisition | 18-Jun-14 |
Aggregate cash consideration | 15 |
Cash acquired | 0.7 |
Fair value of contingent consideration | 1.4 |
Contingent consideration arrangements, maximum | 3 |
Contingent consideration arrangements, minimum | 0 |
Accounts receivables assets acquired, fair value | $1.70 |
Acquisitions_Acquisitions_Summ
Acquisitions - Acquisitions - Summary of Purchase Price Allocation for Company's Acquisition of Pulpo Media, Inc (Detail) (USD $) | Jun. 30, 2014 | Jun. 18, 2014 | Dec. 31, 2013 |
Business Acquisition [Line Items] | ' | ' | ' |
Accounts receivable | ' | $1,600,000 | ' |
Goodwill | 50,631,000 | ' | 36,647,000 |
Pulpo Media, Inc | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Accounts receivable | ' | 1,700,000 | ' |
Prepaids and other assets | ' | 100,000 | ' |
Property and equipment | ' | 500,000 | ' |
Intangible assets subject to amortization | ' | 3,600,000 | ' |
Goodwill | ' | 14,000,000 | ' |
Current liabilities | ' | -1,900,000 | ' |
Deferred Tax | ' | ($1,600,000) | ' |
Acquisition_Intangible_Assets_
Acquisition- Intangible Assets, Goodwill and Other (Detail) (USD $) | 6 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 |
Goodwill [Line Items] | ' |
Beginning Balance | $36,647 |
Goodwill, Acquired During Period | 13,984 |
Ending Balance | 50,631 |
Television | ' |
Goodwill [Line Items] | ' |
Beginning Balance | 35,912 |
Goodwill, Acquired During Period | ' |
Ending Balance | 35,912 |
Radio | ' |
Goodwill [Line Items] | ' |
Beginning Balance | 735 |
Goodwill, Acquired During Period | 13,984 |
Ending Balance | $14,719 |