Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 05, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | EVC | |
Entity Registrant Name | ENTRAVISION COMMUNICATIONS CORP | |
Entity Central Index Key | 1,109,116 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 64,576,497 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 14,927,613 | |
Class U common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 9,352,729 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 101,789 | $ 39,560 |
Marketable securities | 132,410 | |
Restricted cash | 769 | 222,294 |
Trade receivables, (including related parties of $4,253 and $4,653) net of allowance for doubtful accounts of $3,131 and $2,566 | 78,092 | 84,348 |
Assets held for sale | 1,179 | |
Prepaid expenses and other current assets (including related parties of $274 and $274) | 13,217 | 6,260 |
Total current assets | 327,456 | 352,462 |
Property and equipment, net of accumulated depreciation of $185,229 and $179,869 | 63,204 | 60,337 |
Intangible assets subject to amortization, net of accumulated amortization of $92,194 and $87,632 (including related parties of $8,633 and $9,555) | 24,196 | 26,758 |
Intangible assets not subject to amortization | 254,506 | 251,163 |
Goodwill | 74,149 | 70,557 |
Other assets | 5,087 | 4,690 |
Total assets | 748,598 | 765,967 |
Current liabilities | ||
Current maturities of long-term debt | 3,000 | 3,000 |
Accounts payable and accrued expenses (including related parties of $2,392 and $2,548) | 52,795 | 57,563 |
Deferred revenue | 4,351 | 1,959 |
Total current liabilities | 60,146 | 62,522 |
Long-term debt, less current maturities, net of unamortized debt issuance costs of $3,386 and $3,761 | 290,614 | 292,489 |
Other long-term liabilities | 19,237 | 21,447 |
Deferred income taxes | 43,172 | 40,639 |
Total liabilities | 413,169 | 417,097 |
Commitments and contingencies (note 5) | ||
Stockholders' equity | ||
Additional paid-in capital | 871,321 | 888,650 |
Accumulated deficit | (534,482) | (539,730) |
Accumulated other comprehensive income (loss) | (1,419) | (60) |
Total stockholders' equity | 335,429 | 348,870 |
Total liabilities and stockholders' equity | 748,598 | 765,967 |
Class A common stock | ||
Stockholders' equity | ||
Common stock | 6 | 7 |
Class B common stock | ||
Stockholders' equity | ||
Common stock | 2 | 2 |
Class U common stock | ||
Stockholders' equity | ||
Common stock | $ 1 | $ 1 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Trade receivables, related parties | $ 4,253 | $ 4,653 |
Trade receivables, allowance for doubtful accounts | 3,131 | 2,566 |
Prepaid expenses and other current assets | 13,217 | 6,260 |
Property and equipment, accumulated depreciation | 185,229 | 179,869 |
Accumulated amortization of Intangible assets | 92,194 | 87,632 |
Intangible assets subject to amortization, net | 24,196 | 26,758 |
Accounts payable and accrued expenses | 52,795 | 57,563 |
Unamortized debt issuance costs | 3,386 | 3,761 |
Related Parties | ||
Prepaid expenses and other current assets | 274 | 274 |
Intangible assets subject to amortization, net | 8,633 | 9,555 |
Accounts payable and accrued expenses | $ 2,392 | $ 2,548 |
Class A common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 260,000,000 | 260,000,000 |
Common stock, shares issued | 64,576,497 | 66,069,325 |
Common stock, shares outstanding | 64,576,497 | 66,069,325 |
Class B common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 14,927,613 | 14,927,613 |
Common stock, shares outstanding | 14,927,613 | 14,927,613 |
Class U common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
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 Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Net revenue: | ||||
Total net revenue | $ 74,575 | $ 334,555 | $ 215,742 | $ 462,574 |
Expenses: | ||||
Direct operating expenses (including related parties of $2,175, $2,404, $6,431 and $7,116) (including non-cash stock-based compensation of $156, $276, $448 and $806) | 31,694 | 30,231 | 93,844 | 87,238 |
Selling, general and administrative expenses | 12,398 | 12,813 | 38,365 | 36,043 |
Corporate expenses (including non-cash stock-based compensation of $1,130, $813, $3,263 and $2,343) | 6,913 | 8,209 | 19,154 | 19,695 |
Depreciation and amortization (includes direct operating of $2,504, $2,221, $7,606 and $6,825; selling, general and administrative of $1,434, $1,798, $4,048 and $4,663; and corporate of $156, $318, $398 and $972) (including related parties of $308, $580, $922 and $1,741) | 4,094 | 4,337 | 12,052 | 12,460 |
Change in fair value of contingent consideration | (114) | 1,073 | ||
Foreign currency (gain) loss | 335 | (58) | 531 | 293 |
Total expenses | 68,560 | 77,573 | 200,268 | 188,284 |
Operating income (loss) | 6,015 | 256,982 | 15,474 | 274,290 |
Interest expense | (3,995) | (3,756) | (11,394) | (11,084) |
Interest income | 933 | 256 | 2,885 | 475 |
Dividend income | 457 | 1,002 | ||
Other income (loss) | 327 | 622 | ||
Income (loss) before income taxes | 3,737 | 253,482 | 8,589 | 263,681 |
Income tax benefit (expense) | (1,443) | (96,167) | (3,164) | (100,185) |
Income (loss) before equity in net income (loss) of nonconsolidated affiliate | 2,294 | 157,315 | 5,425 | 163,496 |
Equity in net income (loss) of nonconsolidated affiliate, net of tax | (79) | (107) | (177) | (175) |
Net income (loss) | $ 2,215 | $ 157,208 | $ 5,248 | $ 163,321 |
Basic and diluted earnings per share: | ||||
Net income per share, basic | $ 0.02 | $ 1.74 | $ 0.06 | $ 1.81 |
Net income per share, diluted | 0.02 | 1.71 | 0.06 | 1.78 |
Cash dividends declared per common share | $ 0.05 | $ 0.05 | $ 0.15 | $ 0.11 |
Weighted average common shares outstanding, basic | 88,852,342 | 90,517,492 | 89,371,750 | 90,370,679 |
Weighted average common shares outstanding, diluted | 90,122,425 | 92,161,108 | 90,574,663 | 91,985,946 |
Television | ||||
Expenses: | ||||
Direct operating expenses (including related parties of $2,175, $2,404, $6,431 and $7,116) (including non-cash stock-based compensation of $156, $276, $448 and $806) | $ 15,315 | $ 14,365 | $ 45,903 | $ 43,992 |
Selling, general and administrative expenses | 5,147 | 5,796 | 16,670 | 16,524 |
Depreciation and amortization (includes direct operating of $2,504, $2,221, $7,606 and $6,825; selling, general and administrative of $1,434, $1,798, $4,048 and $4,663; and corporate of $156, $318, $398 and $972) (including related parties of $308, $580, $922 and $1,741) | 2,227 | 2,489 | 6,708 | 7,452 |
Digital | ||||
Expenses: | ||||
Cost of revenue | 13,240 | 9,910 | 35,249 | 20,424 |
Direct operating expenses (including related parties of $2,175, $2,404, $6,431 and $7,116) (including non-cash stock-based compensation of $156, $276, $448 and $806) | 5,977 | 4,560 | 15,930 | 9,884 |
Selling, general and administrative expenses | 2,977 | 2,370 | 8,313 | 5,587 |
Depreciation and amortization (includes direct operating of $2,504, $2,221, $7,606 and $6,825; selling, general and administrative of $1,434, $1,798, $4,048 and $4,663; and corporate of $156, $318, $398 and $972) (including related parties of $308, $580, $922 and $1,741) | 1,252 | 1,200 | 3,489 | 2,972 |
Advertising and Retransmission Consent | ||||
Net revenue: | ||||
Total net revenue | 73,397 | 70,612 | 213,933 | 198,631 |
Spectrum Usage Rights | ||||
Net revenue: | ||||
Total net revenue | $ 1,178 | 263,943 | $ 1,809 | 263,943 |
Spectrum Usage Rights | Television | ||||
Expenses: | ||||
Cost of revenue | $ 12,131 | $ 12,131 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Direct operating expenses | $ 31,694 | $ 30,231 | $ 93,844 | $ 87,238 |
Non-cash stock-based compensation | 3,711 | 3,149 | ||
Depreciation and amortization | 4,094 | 4,337 | 12,052 | 12,460 |
Related Parties | ||||
Direct operating expenses | 2,175 | 2,404 | 6,431 | 7,116 |
Depreciation and amortization | 308 | 580 | 922 | 1,741 |
Direct Operating Expenses | ||||
Non-cash stock-based compensation | 156 | 276 | 448 | 806 |
Depreciation and amortization | 2,504 | 2,221 | 7,606 | 6,825 |
Corporate Expenses | ||||
Non-cash stock-based compensation | 1,130 | 813 | 3,263 | 2,343 |
Depreciation and amortization | 156 | 318 | 398 | 972 |
Selling, General and Administrative Expenses | ||||
Depreciation and amortization | $ 1,434 | $ 1,798 | $ 4,048 | $ 4,663 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 2,215 | $ 157,208 | $ 5,248 | $ 163,321 |
Other comprehensive income (loss), net of tax: | ||||
Change in foreign currency translation | 40 | 4 | (220) | 65 |
Change in fair value of available for sale securities | 103 | (1,139) | ||
Change in fair value of interest rate swap agreements | 451 | 1,287 | ||
Total other comprehensive income (loss) | 143 | 455 | (1,359) | 1,352 |
Comprehensive income (loss) | $ 2,358 | $ 157,663 | $ 3,889 | $ 164,673 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 5,248 | $ 163,321 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 12,052 | 12,460 |
Cost of revenue - television (spectrum usage rights) | 12,131 | |
Deferred income taxes | 1,942 | 99,514 |
Non-cash interest expense | 828 | 595 |
Amortization of syndication contracts | 526 | 311 |
Payments on syndication contracts | (516) | (300) |
Equity in net (income) loss of nonconsolidated affiliate | 177 | 175 |
Non-cash stock-based compensation | 3,711 | 3,149 |
Changes in assets and liabilities: | ||
(Increase) decrease in accounts receivable | 8,578 | 12,790 |
(Increase) decrease in prepaid expenses and other assets | (7,210) | (1,830) |
Increase (decrease) in accounts payable, accrued expenses and other liabilities | (2,839) | (8,862) |
Net cash provided by (used in) operating activities | 22,497 | 293,454 |
Cash flows from investing activities: | ||
Proceeds from sale of property and equipment and intangible assets | 33 | |
Purchases of property and equipment | (12,277) | (9,639) |
Purchases of intangible assets | (3,153) | (32,588) |
Purchases of businesses, net of cash acquired | (3,522) | (7,489) |
Purchases of marketable securities | (159,403) | |
Proceeds from marketable securities | 25,000 | |
Purchases of investments | (970) | (2,200) |
Deposits on acquisitions | (1,240) | |
Net cash provided by (used in) investing activities | (154,292) | (53,156) |
Cash flows from financing activities: | ||
Proceeds from stock option exercises | 77 | 11 |
Tax payments related to shares withheld for share-based compensation plans | (2,239) | |
Payments on long-term debt | (2,250) | (2,813) |
Dividends paid | (13,403) | (10,179) |
Repurchase of Class A common stock | (7,660) | (1,778) |
Payment of contingent consideration | (2,015) | |
Net cash provided by (used in) financing activities | (27,490) | (14,759) |
Effect of exchange rates on cash, cash equivalents and restricted cash | (11) | 17 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (159,296) | 225,556 |
Cash, cash equivalents and restricted cash: | ||
Beginning | 261,854 | 61,520 |
Ending | 102,558 | 287,076 |
Cash payments for: | ||
Interest | 10,566 | 10,489 |
Income taxes | 1,222 | 671 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Capital expenditures financed through accounts payable, accrued expenses and other liabilities | 950 | 604 |
Contingent consideration included in accounts payable, accrued expenses and other liabilities | $ 14,982 | $ 18,026 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | 1. BASIS OF PRESENTATION Presentation The consolidated financial statements included herein have been prepared by Entravision Communications Corporation (the “Company”), pursuant to the rules and regulations of the Securities and Exchange Commission (the “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 (“GAAP”) 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, 2017 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. 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, 2018 or any other future period. Certain amounts in the Company’s prior year period consolidated financial statements and notes to the financial statements have been reclassified to conform to current period presentation. |
The Company and Significant Acc
The Company and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
The Company and Significant Accounting Policies | 2. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES Nature of Business The Company is a leading global media company that, through its television and radio segments, reaches and engages U.S. Hispanics across acculturation levels and media channels. Additionally, the Company’s digital segment, whose operations are located primarily in Spain, Mexico, Argentina and other countries in Latin America, reaches a global market. The Company’s portfolio encompasses integrated marketing and media solutions, comprised of television, radio, and digital properties (including data analytics services). The Company’s management has determined that the Company operates in three reportable segments as of September 30, 2018, based upon the type of advertising medium, which segments are television, radio, and digital. As of September 30, 2018, the Company owns and/or operates 55 primary television stations, located primarily in California, Colorado, Connecticut, Florida, Kansas, Massachusetts, Nevada, New Mexico, Texas and Washington, D.C. The Company’s television operations comprise the largest affiliate group of both the top-ranked primary television network of Univision and Univision’s UniMás network. The television broadcasting segment includes revenue generated from advertising, retransmission consent agreements and the monetization of the Company’s spectrum assets. Radio operations consist of 49 operational radio stations, 38 FM and 11 AM, in 16 markets located in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas. The Company also operates Entravision Solutions as its national sales representation division, through which it sells advertisements and syndicate radio programming to more than 300 stations across the United States. The Company operates a proprietary technology and data platform that delivers digital advertising in various advertising formats that allows advertisers to reach audiences across a wide range of Internet-connected devices on its owned and operated digital media sites, the digital media sites of its publisher partners, and on other digital media sites it can access through third-party platforms and exchanges. Restricted Cash As of September 30, 2018, the Company’s balance sheet includes $0.8 million in restricted cash, which was deposited into a separate account as temporary collateral for the Company’s letters of credit. As of December 31, 2017, the Company’s balance sheet includes $222.3 million in restricted cash of which $221.5 million relates to proceeds received by the Company for its participation in the Federal Communications Commission (“FCC”) auction for broadcast spectrum which were deposited into the account of a qualified intermediary to comply with Internal Revenue Code Section 1031 requirements to execute a like-kind exchange. The remaining $0.8 million in restricted cash was used as temporary collateral for the Company’s letters of credit. Related Party Substantially all of the Company’s stations are Univision- or UniMás-affiliated television stations. The Company’s network affiliation agreement with Univision provides certain of its owned stations the exclusive right to broadcast Univision’s primary network and UniMás network programming in their respective markets. Under the network affiliation agreement, the Company retains the right to sell no less than four minutes per hour of the available advertising time on stations that broadcast Univision network programming, and the right to sell approximately four and a half minutes per hour of the available advertising time on stations that broadcast UniMás network programming, subject to adjustment from time to time by Univision. Under the network affiliation agreement, Univision acts as the Company’s exclusive third-party sales representative for the sale of certain national advertising on the Company’s Univision- and UniMás-affiliate television stations, and it 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 September 30, 2018 and 2017, the amount the Company paid Univision in this capacity was $2.2 million and $2.4 million, respectively. During the nine-month periods ended September 30, 2018 and 2017, the amount the Company paid Univision in this capacity was $6.4 million and $7.1 million, respectively. The Company also generates revenue under two marketing and sales agreements with Univision, which gives the Company the right to manage the marketing and sales operations of Univision-owned Univision affiliates in six markets – Albuquerque, Boston, Denver, Orlando, Tampa and Washington, D.C. Under the Company’s proxy agreement with Univision, the Company grants Univision the right to negotiate the terms of retransmission consent agreements for its Univision- and UniMás-affiliated television station signals. 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 September 30, 2018, the amount due to the Company from Univision was $4.3 million related to the agreements for the carriage of its Univision and UniMás-affiliated television station signals. During the three-month periods ended September 30, 2018 and 2017, retransmission consent revenue accounted for approximately $8.4 million and $8.5 million, respectively, of which $6.5 million and $8.3 million, respectively, relate to the Univision proxy agreement. During the nine-month periods ended September 30, 2018 and 2017, retransmission consent revenue accounted for approximately $26.4 million and $23.9 million, respectively, of which $21.5 million and $22.9 million, respectively, relate to the Univision proxy agreement. 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. The Class U common stock held by Univision has limited voting rights and does not include the right to elect directors. As the holder of all of the Company’s issued and outstanding Class U common stock, so long as Univision holds a certain number of shares, the Company will not, without the consent of Univision, merge, consolidate or enter into another business combination, dissolve or liquidate the Company or dispose of any interest in any Federal Communications Commission license for any of its Univision-affiliated television stations, among other things. Each share of Class U common stock is automatically convertible into one share of Class A common stock (subject to adjustment for stock splits, dividends or combinations) in connection with any transfer to a third party that is not an affiliate of Univision. 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 $1.3 million and $1.1 million for the three-month periods ended September 30, 2018 and 2017, respectively. Stock-based compensation expense related to grants of stock options and restricted stock units was $3.7 million and $3.1 million for the nine-month periods ended September 30, 2018 and 2017, 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 September 30, 2018, there was less than $0.1 million of total unrecognized compensation expense related to grants of stock options that is expected to be recognized over a weighted-average period of 0.4 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. The following is a summary of non-vested restricted stock units granted (in thousands, except grant date fair value data): Nine-Month Period Ended September 30, 2018 Number Weighted-Average Restricted stock units 120 $ 4.00 As of September 30, 2018, there was approximately $3.7 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 1.3 years. Income (Loss) Per Share The following table illustrates the reconciliation of the basic and diluted income (loss) per share computations required by Accounting Standards Codification (“ASC”) Topic 260, “Earnings per Share” (in thousands, except share and per share data): Three-Month Period Nine-Month Period Ended September 30, Ended September 30, 2018 2017 2018 2017 Basic earnings per share: Numerator: Net income (loss) $ 2,215 $ 157,208 $ 5,248 $ 163,321 Denominator: Weighted average common shares outstanding 88,852,342 90,517,492 89,371,750 90,370,679 Per share: Net income (loss) per share $ 0.02 $ 1.74 $ 0.06 $ 1.81 Diluted earnings per share: Numerator: Net income (loss) $ 2,215 $ 157,208 $ 5,248 $ 163,321 Denominator: Weighted average common shares outstanding 88,852,342 90,517,492 89,371,750 90,370,679 Dilutive securities: Stock options and restricted stock units 1,270,083 1,643,616 1,202,913 1,615,267 Diluted shares outstanding 90,122,425 92,161,108 90,574,663 91,985,946 Per share: Net income (loss) per share $ 0.02 $ 1.71 $ 0.06 $ 1.78 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-month period ended September 30, 2018 there were no dilutive securities excluded from the computation of diluted income per share. For the nine-month period ended September 30, 2018, a total 92,979 shares of dilutive securities 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 nine-month periods ended September 30, 2017, a total of 277 and 11,346 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. Treasury Stock Treasury stock is included as a deduction from equity in the Stockholders’ Equity section of the consolidated balance sheets. On July 13, 2017, the Board of Directors approved a share repurchase program of up to $15.0 million of the Company’s outstanding common stock. Board of Directors approved the repurchase of up to an additional $15.0 million of the Company’s Class A common stock, for a total repurchase authorization of up to $30.0 million. Under the share repurchase program, the Company is authorized to purchase shares from time to time through open market purchases or negotiated purchases, subject to market conditions and other factors There were no repurchases of 2017 Credit Facility On November 30, 2017 (the “Closing Date”), the Company entered into its 2017 Credit Facility pursuant to the 2017 Credit Agreement. The 2017 Credit Facility consists of a $300.0 million senior secured Term Loan B Facility (the “Term Loan B Facility”), which was drawn in full on the Closing Date. In addition, the 2017 Credit Facility provides that the Company may increase the aggregate principal amount of the 2017 Credit Facility by up to an additional $100.0 million plus the amount that would result in its first lien net leverage ratio (as such term is used in the 2017 Credit Agreement) not exceeding 4.0 to 1.0, subject to satisfying certain conditions. Borrowings under the Term Loan B Facility were used on the Closing Date to (a) repay in full all of the Company’s and its subsidiaries’ outstanding obligations under the Company’s previous credit facility (“2013 Credit Facility”) and to terminate the agreement governing the 2013 Credit Facility (“2013 Credit Agreement”), (b) pay fees and expenses in connection with the 2017 Credit Facility, and (c) for general corporate purposes. The 2017 Credit Facility is guaranteed on a senior secured basis by certain of its existing and future wholly-owned domestic subsidiaries, and is secured on a first priority basis by the Company’s and those subsidiaries’ assets. The Company’s borrowings under the 2017 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 Eurodollar Rate (as defined in the 2017 Credit Agreement) plus 2.75%; or (ii) the Base Rate (as defined in the 2017 Credit Agreement) plus 1.75%. The Term Loan B Facility expires on November 30, 2024 (the “Maturity Date”). The amounts outstanding under the 2017 Credit Facility may be prepaid at the Company’s option without premium or penalty, provided that certain limitations are observed, and subject to customary breakage fees in connection with the prepayment of a Eurodollar rate loan. The principal amount of the Term Loan B Facility shall be paid in installments on the dates and in the respective amounts set forth in the 2017 Credit Agreement, with the final balance due on the Maturity Date. Subject to certain exceptions, the 2017 Credit Facility contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things: • incur liens on the Company’s property or assets; • make certain investments; • incur additional indebtedness; • consummate any merger, dissolution, liquidation, consolidation or sale of substantially all assets; • dispose of certain assets; • make certain restricted payments; • make certain acquisitions; • enter into substantially different lines of business; • enter into certain transactions with affiliates; • use loan proceeds to purchase or carry margin stock or for any other prohibited purpose; • change or amend the terms of the Company’s organizational documents or the organization documents of certain restricted subsidiaries in a materially adverse way to the lenders, or change or amend the terms of certain indebtedness; • enter into sale and leaseback transactions; • make prepayments of any subordinated indebtedness, subject to certain conditions; and • change the Company’s fiscal year, or accounting policies or reporting practices. The 2017 Credit Facility 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 2017 Credit Facility when due; • default in payment when due of the principal amount of borrowings under the 2017 Credit Facility; • failure by the Company or any subsidiary to comply with the negative covenants and certain other covenants relating to maintaining the legal existence of the Company and certain of its restricted subsidiaries and compliance with anti-corruption laws; • failure by the Company or any subsidiary to comply with any of the other agreements in the 2017 Credit Agreement and related loan documents that continues for thirty (30) days [or ten (10) days in the case of failure to comply with covenants related to inspection rights of the administrative agent and lenders and permitted uses of proceeds from borrowings under the 2017 Credit Facility] after the Company’s officers 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; • certain events of bankruptcy or insolvency with respect to the Company or any significant subsidiary; • final judgment is entered against the Company or any restricted subsidiary in an aggregate amount over $15.0 million, and either enforcement proceedings are commenced by any creditor or there is a period of thirty (30) consecutive days during which the judgment remains unpaid and no stay is in effect; • any material provision of any agreement or instrument governing the 2017 Credit Facility ceases to be in full force and effect; and • any revocation, termination, substantial and adverse modification, or refusal by final order to renew, any media license, or the requirement (by final non-appealable order) to sell a television or radio station, where any such event or failure is reasonably expected to have a material adverse effect. The Term Loan B Facility does not contain any financial covenants. In connection with the Company entering into the 2017 Credit Agreement, the Company and its restricted subsidiaries also entered into a Security Agreement, pursuant to which the Company and the Credit Parties each granted a first priority security interest in the collateral securing the 2017 Credit Facility for the benefit of the lenders under the 2017 Credit Facility. Additionally, the 2017 Credit Agreement contains a definition of “Consolidated EBITDA” that excludes revenue related to the Company’s participation in the FCC auction for broadcast spectrum and related expenses, as compared to the definition of “Consolidated Adjusted EBITDA” under the 2013 Credit Agreement which included such items. The carrying amount of the Term Loan B Facility as of September 30, 2018 was was Derivative Instruments Prior to November 28, 2017, the Company used derivatives in the management of interest rate risk with respect to interest expense on variable rate debt. The Company was party to interest rate swap agreements with financial institutions that fixed the variable benchmark component (LIBOR) of its interest rate on a portion of its term loan beginning December 31, 2015. On November 28, 2017, the Company terminated these swap agreements in conjunction with the refinancing of its debt. The Company’s current policy prohibits entering into derivative instruments for speculation or trading purposes. The carrying amount of the Company’s interest rate swap agreements were recorded at fair value, including consideration of non-performance risk, when material. The fair value of each interest rate swap agreement was 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. Fair Value Measurements The Company measures certain financial assets and liabilities at fair value on a recurring basis. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. ASC Topic 820, “Fair Value Measurements and Disclosures” (“Topic 820”), defines and establishes a framework for measuring fair value and expands disclosures about fair value measurements. In accordance with Topic 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): September 30, 2018 Total Fair Value and Carrying Value on Balance Fair Value Measurement Category Sheet Level 1 Level 2 Level 3 Assets: Money market account $ 83.3 $ - $ 83.3 $ - Certificates of deposit $ 8.2 $ - $ 8.2 $ - Corporate bonds $ 124.2 $ - $ 124.2 $ - Liabilities: Contingent consideration $ 15.0 $ - $ - $ 15.0 December 31, 2017 Total Fair Value and Carrying Value on Balance Fair Value Measurement Category Sheet Level 1 Level 2 Level 3 Liabilities: Contingent consideration $ 15.9 $ - $ - $ 15.9 As of September 30, 2018, the Company held investments in a money market fund, certificates of deposit, and corporate bonds. All certificates of deposit are within the current Federal Deposit Insurance Corporation insurance limits and all corporate bonds are investment grade. The Company’s available for sale securities are comprised of certificates of deposit and bonds. These securities are valued using quoted prices for similar attributes in active markets (Level 2). Since these investments are classified as available for sale, they are recorded at their fair market value within “Marketable securities” in the consolidated balance sheet and their unrealized gains or losses are included in “Accumulated other comprehensive income (loss)”. As of September 30, 2018, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities (in thousands): Certificates of Deposit Corporate Bonds Amortized Cost Unrealized gains (losses) Amortized Cost Unrealized gains (losses) Due within a year $ 2,400 $ (5) $ 25,118 $ (67 ) Due after one year through five years 5,882 (53) 100,528 (1,393) Total $ 8,282 $ (58) $ 125,646 $ (1,460 ) The Company periodically reviews its available for sale securities for other-than-temporary impairment. For the three- and nine-month periods ended September 30, 2018, the Company did not consider any of its securities to be other-than-temporarily impaired and, accordingly, did not recognize any impairment losses. Included in interest income for the three- and nine-month periods ended September 30, 2018 was interest income related to the Company’s available-for-sale securities of $0.9 and $2.7 million, respectively. 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, foreign currency translation adjustments and changes in the fair value of available for sale securities. The following table provides a roll-forward of accumulated other comprehensive income (loss) for the nine-month periods ended September 2018 2017 Accumulated other comprehensive income (loss) as of January 1, $ (0.1 ) $ (3.0 ) Foreign currency translation (gain) loss (0.2 ) 0.1 Change in fair value of available for sale securities (1.5 ) - Change in fair value of interest rate swap agreements - 2.1 Income tax benefit (expense) 0.4 (0.8 ) Other comprehensive income (loss), net of tax (1.3 ) 1.4 Accumulated other comprehensive income (loss) as of September 30, $ (1.4 ) $ (1.6 ) Foreign Currency The Company’s reporting currency is the United States dollar. All transactions initiated in foreign currencies are translated into U.S. dollars in accordance with ASC Topic 830, “Foreign Currency Matters” and the related rate fluctuation on transactions is included in “Foreign currency gain (loss)” in the consolidated statements of operations. For foreign operations with the local currency as the functional currency, assets and liabilities are translated from the local currencies into U.S. dollars at the exchange rate prevailing at the balance sheet date and equity is translated at historical rates. Revenues and expenses are translated at the average exchange rate for the period. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining other comprehensive (income) loss. Based on recent data reported by the International Monetary Fund, Argentina was identified as a country with a highly inflationary economy. According to U.S. GAAP, a registrant should apply highly inflationary accounting in the first reporting period after such determination. Therefore, the Company transitioned the accounting for its Argentine operations to highly inflationary status as of July 1, 2018 and, commencing that date, changed the functional currency from the Argentine Peso to U.S. dollar. Cost of Revenue Cost of revenue related to the Company’s television segment consists primarily of the carrying value of spectrum usage rights that were surrendered in the FCC auction for broadcast spectrum. Cost of revenue related to the Company’s digital segment consists primarily of the costs of online media acquired from third-party publishers. Assets Held For Sale Assets are classified as held for sale when the carrying value is expected to be recovered through a sale rather than through their continued use and all of the necessary classification criteria have been met. Assets held for sale are recorded at the lower of their carrying value or estimated fair value less selling costs and classified as current assets. Depreciation is not recorded on assets classified as held for sale. During the second quarter, the Company relocated the operations of two of its television stations in the Palm Springs market and management approved the sale of the vacated building. The building and related improvements met the criteria for classification as assets held for sale and their carrying value is presented separately in the consolidated balance sheet. Assets held for sale are classified as current assets as management believes the sale will be completed within one year. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842) Codification Improvements to Topic 842, Leases Leases (Topic 842): Targeted Improvements In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Non-employee Share-based Payment Accounting In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Newly Adopted Accounting Standards In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. Income Tax Accounting Implications of the Tax Cuts and Jobs Act In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting effective for interim and annual reporting periods beginning after December 15, 2017. In January 2017, the FASB issued ASU 2017-01 , Business Combinations (Topic 805): Clarifying the Definition of a Business, In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force), In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers On January 1, 2018, the Company adopted ASC Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC Topic 605, “Revenue Recognition”. Opening retained earnings as of January 1, 2018 were not affected as there was no cumulative impact of adopting Topic 606. United States Tax Reform On December 22, 2017, the President signed the 2017 Tax Act. The 2017 Tax Act makes broad and complex changes to the United States tax code that affected the Company’s financial results for the year ended December 31, 2017 and may affect financial results for the year ending December 31, 2018 and future years, including, but not limited to, some or all of the following: (1) a reduction of the U.S. federal corporate tax rate from 35% to 21%; (2) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; (3) a new provision designed to tax global intangible low-taxed income (“GILTI”); (4) limitations on the deductibility of certain executive compensation; and (5) limitations on the use of Federal Tax Credits to reduce the U.S. income tax liability. The staff of the SEC issued SAB 118, which provides guidance on accounting for the tax effects of the 2017 Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the 2017 Tax Act enactment date for the Company to complete the accounting under ASC Topic 740, “Income Taxes” (“Topic 740”). In accordance with SAB 118, the Company must reflect the income tax effects of those aspects of the Act for which the accounting under Topic 740 is complete. To the extent that accounting for certain income tax effects of the 2017 Tax Act is incomplete but the Company is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. The Company was able to make a reasonable estimate of the impact of the reduction in the corporate tax rate and no significant provisional items were identified that could result in a material impact to the estimate upon finalization in 2018. Effective January 1, 2018, the 2017 Tax Act subjects a U.S. corporation to tax on its GILTI. The Company has elected an accounting policy to treat taxes due on the GILTI inclusion as a current period expense. The impact of this treatment on the effective tax rate for the period ended September 30, 2018 was not significant. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | 3. REVENUES Adoption of ASC Topic 606, "Revenue from Contracts with Customers" Revenue Recognition Revenues are recognized when control of the promised services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. Broadcast Advertising. Television and radio revenue related to the sale of advertising is recognized at the time of broadcast. Broadcast advertising rates are fixed based on each medium’s ability to attract audiences in demographic groups targeted by advertisers and rates can vary based on the time of day and ratings of the programming airing in that day part. Digital Advertising. Revenue from digital advertising primarily consists of two types: (1) display advertisements on websites and mobile applications that are sold based on a cost-per-thousand impressions delivered (typically referred to as “CPM”). These impressions are delivered through the Company’s websites and through third party publishers either through direct relationships with the publishers or through digital advertising exchanges. (2) performance driven advertising whereby the customer engages the Company to drive consumers to perform an action such as the download of a mobile application, the installation of an application, or the first use of an application (typically referred to cost per action (“CPA”) or cost per installation (“CPI”)). Broadcast and digital advertising revenue is recognized over time in a series as a single performance obligation as the ad, impression or performance advertising is delivered per the insertion order. The Company applies the practical expedient to recognize revenue for each distinct advertising service delivered at the amount the Company has the right to invoice, which corresponds directly to the value a customer has received relative to the Company’s performance. Contracts with customers are short term in nature and billing occurs on a monthly basis with payment due in 30 days. Value added taxes collected concurrent with advertising revenue producing activities are excluded from revenue. Cash payments received prior to services rendered result in deferred revenue, which is then recognized as revenue when the advertising time or space is actually provided. Retransmission Consent. The Company generates revenue from retransmission consent agreements that are entered into with multichannel video programming distributors, or MVPDs. The Company grants the MVPDs access to its television station signals so that they may rebroadcast the signals and charge their subscribers for this programming. Payments are received on a monthly basis based on the number of monthly subscribers. Retransmission consent revenues are considered licenses of functional intellectual property and are recognized over time utilizing the sale-based or usage-based royalty exception. The Company’s performance obligation is to provide the licensee access to our intellectual property. MVPD subscribers receive and consume the content monthly as the television signal is delivered. Spectrum Usage Rights. The Company generates revenue from agreements associated with its television stations’ spectrum usage rights from a variety of sources, including but not limited to agreements with third parties to utilize excess spectrum for the broadcast of their multicast networks; charging fees to accommodate the operations of third parties, including moving channel positions or accepting interference with broadcasting operations; and modifying and/or relinquishing spectrum usage rights while continuing to broadcast through channel sharing or other arrangements. Revenue generated by spectrum usage rights agreements are recognized over the period of the lease or when we have relinquished all or a portion of our spectrum usage rights for a station or have relinquished our rights to operate a station on the existing channel free from interference. Other Revenue. The Company generates other revenues that are related to its broadcast operations, which primarily consist of representation fees earned by the Company’s radio national representation firm, talent fees for the Company’s on air personalities, ticket and concession sales for radio events, rent from tenants of the Company’s owned facilities, barter revenue, and revenue generated under joint sales agreements. In the case of representation fees, the Company does not control the distinct service, the commercial advertisement, prior to delivery and therefore recognizes revenue on a net basis. Similarly for joint service agreements, the Company does not own the station providing the airtime and therefore recognizes revenue on a net basis. In the case of talent fees, the on air personality is an employee of the Company and therefore the Company controls the service provided and recognizes revenue gross with an expense for fees paid to the employee. Practical Expedients and Exemptions The Company does not disclose the value of unsatisfied performance obligations when (i) contracts have an original expected length of one year or less, which applies to effectively all advertising contracts, and (ii) variable consideration is a sales-based or usage-based royalty promised in exchange for a license of intellectual property, which applies to retransmission consent revenue. The Company applies the practical expedient to expense contract acquisition costs, such as sales commissions generated either by internal direct sales employees or through third party advertising agency intermediaries, when incurred because the amortization period is one year or less. These costs are recorded within direct operating expenses. Disaggregated Revenue The following table presents our revenues disaggregated by major source for the three- and nine-month periods ended (in thousands): Three-Month Period Nine-Month Period Ended September 30, Ended September 30, 2018 2017 2018 2017 Broadcast advertising $ 40,183 $ 42,104 $ 119,425 $ 128,918 Digital advertising 22,431 17,131 61,233 36,794 Spectrum usage rights 1,178 263,943 1,809 263,943 Retransmission consent 8,432 8,494 26,428 23,925 Other 2,351 2,883 6,847 8,994 Total revenue $ 74,575 $ 334,555 $ 215,742 $ 462,574 Contracts are entered into directly with customers or through an advertising agency that represents the customer. Sales of advertising to customers or agencies within a station’s designated market area (“DMA”) are referred to as local revenue, whereas sales from outside the DMA are referred to as national revenue. The following table further disaggregates the Company’s broadcast advertising revenue by sales channel for the three- and nine-month periods ended (in thousands): Three-Month Period Nine-Month Period Ended September 30, Ended September 30, 2018 2017 2018 2017 Local direct $ 6,802 $ 7,711 $ 20,983 $ 22,654 Local agency 15,215 15,504 45,123 49,048 National agency 18,166 18,889 53,319 57,216 Total revenue $ 40,183 $ 42,104 $ 119,425 $ 128,918 Deferred Revenues The Company records deferred revenues when cash payments are received or due in advance of its performance, including amounts which are refundable. The increase in the deferred revenue balance for the nine-month period ended September 30, 2018 is primarily driven by cash payments received or due in advance of satisfying the Company’s performance obligations, offset by revenues recognized that were included in the deferred revenue balance as of December 31, 2017. The Company’s payment terms vary by the type and location of customer and the products or services offered. The term between invoicing and when payment is due is not significant, typically 30 days. For certain customer types, the Company requires payment before the services are delivered to the customer. (in thousands) December 31, 2017 Increase Decrease * September 30, 2018 Deferred revenue $ 1,959 4,351 (1,959) $ 4,351 * The amount disclosed in the decrease column reflects revenue that has been recorded in the nine-month period ended September 30, 2018. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | 4. SEGMENT INFORMATION The Company’s management has determined that the Company operates in three reportable segments as of September 30, 2018, based upon the type of advertising medium, which segments are television, radio, and digital. The Company’s segments results reflect information presented on the same basis that is used for internal management reporting and it is also how the chief operating decision maker evaluates the business. Television The Company owns and/or operates 55 primary television stations, located primarily in California, Colorado, Connecticut, Florida, Kansas, Massachusetts, Nevada, New Mexico, Texas and Washington, D.C. Radio The Company owns and operates 49 radio stations (38 FM and 11 AM) in 16 U.S. markets, located in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas. The Company owns and operates a national sales representation division, Entravision Solutions, through which the Company sells advertisements and syndicates radio programming to more than 300 stations across the United States. Digital The Company owns and operates certain digital assets, offering mobile, digital and other interactive media platforms and services on Internet-connected devices, including local websites and social media, which provide users with news, information and other content. 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 and foreign currency (gain) loss. The Company generated 21% and 3% of its revenue outside the United States during the three-month periods ended September 30, 2018 and 2017, respectively. The Company generated 20% and 5% of its revenue outside the United States during the nine-month periods ended September 30, 2018 and 2017, respectively. The Company evaluates the performance of its operating segments based on the following (in thousands): Three-Month Period Nine-Month Period Ended September 30, % Ended September 30, % 2018 2017 Change 2018 2017 Change Net revenue Revenue from advertising and retransmission consent Television $ 35,183 $ 36,547 (4 )% $ 105,574 $ 112,021 (6 )% Radio 15,783 16,934 (7 )% 47,126 49,816 (5 )% Digital 22,431 17,131 31 % 61,233 36,794 66 % Total 73,397 70,612 4 % 213,933 198,631 8 % Revenue from spectrum usage rights 1,178 263,943 (100 )% 1,809 263,943 (99 )% Consolidated 74,575 334,555 (78 )% 215,742 462,574 (53 )% Cost of revenue - television (spectrum usage rights) - 12,131 (100 )% - 12,131 (100 )% Cost of revenue - digital 13,240 9,910 34 % 35,249 20,424 73 % Consolidated 13,240 22,041 (40 )% 35,249 32,555 8 % Direct operating expenses Television 15,315 14,365 7 % 45,903 43,992 4 % Radio 10,402 11,306 (8 )% 32,011 33,362 (4 )% Digital 5,977 4,560 31 % 15,930 9,884 61 % Consolidated 31,694 30,231 5 % 93,844 87,238 8 % Selling, general and administrative expenses Television 5,147 5,796 (11 )% 16,670 16,524 1 % Radio 4,274 4,647 (8 )% 13,382 13,932 (4 )% Digital 2,977 2,370 26 % 8,313 5,587 49 % Consolidated 12,398 12,813 (3 )% 38,365 36,043 6 % Depreciation and amortization Television 2,227 2,489 (11 )% 6,708 7,452 (10 )% Radio 615 648 (5 )% 1,855 2,036 (9 )% Digital 1,252 1,200 4 % 3,489 2,972 17 % Consolidated 4,094 4,337 (6 )% 12,052 12,460 (3 )% Segment operating profit (loss) Television 13,672 265,709 (95 )% 38,102 295,865 (87 )% Radio 492 333 48 % (122 ) 486 (125 )% Digital (1,015 ) (909 ) 12 % (1,748 ) (2,073 ) (16 )% Consolidated 13,149 265,133 (95 )% 36,232 294,278 (88 )% Corporate expenses 6,913 8,209 (16 )% 19,154 19,695 (3 )% Change in fair value of contingent consideration (114 ) - * 1,073 - * Foreign currency (gain) loss 335 (58 ) * 531 293 81 % Operating income (loss) 6,015 256,982 (98 )% 15,474 274,290 (94 )% Interest expense $ (3,995 ) $ (3,756 ) 6 % $ (11,394 ) $ (11,084 ) 3 % Interest income 933 256 264 % 2,885 475 507 % Dividend income 457 - * 1,002 - * Other income (loss) 327 - * 622 - * Income (loss) before income taxes 3,737 253,482 (99 )% 8,589 263,681 (97 )% Capital expenditures Television $ 6,819 $ 1,863 $ 10,841 $ 7,815 Radio 71 453 233 1,296 Digital 226 50 473 63 Consolidated $ 7,116 $ 2,366 $ 11,547 $ 9,174 September 30, December 31, Total assets 2018 2017 Television 538,177 556,942 Radio 123,639 126,248 Digital 86,782 82,777 Consolidated $ 748,598 $ 765,967 * Percentage not meaningful. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. COMMITMENTS AND CONTINGENCIES 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 | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions | 6. ACQUISITIONS KMCC-TV On January 16, 2018, the Company completed the acquisition of television station KMCC-TV, which serves the Las Vegas, Nevada area, for an aggregate $3.6 million. The transaction was treated as an asset acquisition with the majority of the purchase price recorded in “Intangible assets not subject to amortization” on the Company’s consolidated balance sheet. Smadex On June 11, 2018, the Company completed the acquisition of 100% of the stock of Smadex, S.L. (“Smadex”), a mobile programmatic solutions provider and demand-side platform that delivers performance-based solutions and data insights for marketers. The transaction was treated as a business acquisition in accordance with the guidance of ASU 2017-01. The Company acquired Smadex to expand its technology platform, broaden its digital solutions offering and enhance its execution of performance campaigns. The transaction was funded from cash on hand for an aggregate cash consideration of $3.5 million, net of $1.2 million of cash acquired. The following is a summary of the initial purchase price allocation for the Company’s acquisition of Smadex (unaudited; in millions): Accounts receivable $ 0.9 Other current assets 0.4 Intangible assets subject to amortization 2.0 Goodwill 3.6 Current liabilities (2.8 ) Long-term liabilities (0.2 ) Deferred Tax (0.4 ) The fair value of assets acquired includes trade receivables of $0.9 million. The gross amount due under contract is $0.9 million, all of which is expected to be collectible. During the three-month period ended September 30, 2018, Smadex generated net revenue and expenses of $3.5 million and $3.2 million, respectively, which are included in the Company’s consolidated statements of operations. During the nine-month period ended September 30, 2018, Smadex generated net revenue and expenses of $3.9 million and $3.7 million, respectively, which are included in the Company’s consolidated statements of operations. The goodwill, which is not expected to be deductible for tax purposes, is assigned to the digital segment and is attributable to the Smadex workforce and expected synergies from combining its operations with those of the Company. The changes in the carrying amount of goodwill for each of the Company’s operating segments for the nine-month period ended September 30, 2018 are as follows (in thousands): December 31, September 30, 2017 Acquisition 2018 Television $ 40,549 $ - $ 40,549 Digital 30,008 3,592 33,600 Consolidated $ 70,557 $ 3,592 $ 74,149 The fair value of the acquired intangible assets is provisional pending receipt of the final valuations for those assets. The following unaudited pro-forma information for the three- and nine-month periods ended September 30, 2018 and 2017, has been prepared to give effect to the acquisition of Smadex as if the acquisition had occurred on January 1, 2017. This pro-forma information does not purport to represent what the actual results of operations of the Company would have been had this acquisition occurred on such date, nor does it purport to predict the results of operations for future periods. Three-Month Period Nine-Month Period Ended September 30, Ended September 30, 2018 2017 2018 2017 Pro-Forma: Total revenue $ 74,575 $ 336,503 $ 219,400 $ 467,050 Net income (loss) $ 2,215 $ 157,428 $ 5,841 $ 163,540 Basic and diluted earnings per share: Net income per share, basic $ 0.02 $ 1.74 $ 0.07 $ 1.81 Net income per share, diluted $ 0.02 $ 1.71 $ 0.06 $ 1.78 Weighted average common shares outstanding, basic 88,852,342 90,517,492 89,371,750 90,370,679 Weighted average common shares outstanding, diluted 90,122,425 92,161,108 90,574,663 91,985,946 The unaudited pro-forma information for the nine-month periods ended September 30, 2018 was adjusted to exclude acquisition fees and costs of $0.4 million. |
Significant Transactions
Significant Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Significan Transactions [Abstract] | |
Significant Transactions | 7. SIGNIFICANT TRANSACTIONS Change in Fair Value of Contingent Consideration On April 4, 2017, the Company completed the acquisition of 100% of the stock of several entities collectively doing business as Headway (“Headway”), a provider of mobile, programmatic, data and performance digital marketing solutions primarily in the United States, Mexico and other markets in Latin America. The acquisition of Headway includes a contingent consideration arrangement that requires additional consideration to be paid by the Company to Headway based upon the achievement of certain annual performance benchmarks over a three-year period. As of September 30, 2018, the Company adjusted the fair value of contingent consideration to $15.0 million, resulting in income of $0.1 million and a loss of $1.1 million for the three- and nine-month periods ended September 30, 2018, respectively. These amounts were recorded in “Change in Fair Value of Contingent Consideration” in the Company’s consolidated statement of operations. |
The Company and Significant A_2
The Company and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Restricted Cash | Restricted Cash As of September 30, 2018, the Company’s balance sheet includes $0.8 million in restricted cash, which was deposited into a separate account as temporary collateral for the Company’s letters of credit. As of December 31, 2017, the Company’s balance sheet includes $222.3 million in restricted cash of which $221.5 million relates to proceeds received by the Company for its participation in the Federal Communications Commission (“FCC”) auction for broadcast spectrum which were deposited into the account of a qualified intermediary to comply with Internal Revenue Code Section 1031 requirements to execute a like-kind exchange. The remaining $0.8 million in restricted cash was used as temporary collateral for the Company’s letters of credit. |
Related Party | Related Party Substantially all of the Company’s stations are Univision- or UniMás-affiliated television stations. The Company’s network affiliation agreement with Univision provides certain of its owned stations the exclusive right to broadcast Univision’s primary network and UniMás network programming in their respective markets. Under the network affiliation agreement, the Company retains the right to sell no less than four minutes per hour of the available advertising time on stations that broadcast Univision network programming, and the right to sell approximately four and a half minutes per hour of the available advertising time on stations that broadcast UniMás network programming, subject to adjustment from time to time by Univision. Under the network affiliation agreement, Univision acts as the Company’s exclusive third-party sales representative for the sale of certain national advertising on the Company’s Univision- and UniMás-affiliate television stations, and it 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 September 30, 2018 and 2017, the amount the Company paid Univision in this capacity was $2.2 million and $2.4 million, respectively. During the nine-month periods ended September 30, 2018 and 2017, the amount the Company paid Univision in this capacity was $6.4 million and $7.1 million, respectively. The Company also generates revenue under two marketing and sales agreements with Univision, which gives the Company the right to manage the marketing and sales operations of Univision-owned Univision affiliates in six markets – Albuquerque, Boston, Denver, Orlando, Tampa and Washington, D.C. Under the Company’s proxy agreement with Univision, the Company grants Univision the right to negotiate the terms of retransmission consent agreements for its Univision- and UniMás-affiliated television station signals. 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 September 30, 2018, the amount due to the Company from Univision was $4.3 million related to the agreements for the carriage of its Univision and UniMás-affiliated television station signals. During the three-month periods ended September 30, 2018 and 2017, retransmission consent revenue accounted for approximately $8.4 million and $8.5 million, respectively, of which $6.5 million and $8.3 million, respectively, relate to the Univision proxy agreement. During the nine-month periods ended September 30, 2018 and 2017, retransmission consent revenue accounted for approximately $26.4 million and $23.9 million, respectively, of which $21.5 million and $22.9 million, respectively, relate to the Univision proxy agreement. 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. The Class U common stock held by Univision has limited voting rights and does not include the right to elect directors. As the holder of all of the Company’s issued and outstanding Class U common stock, so long as Univision holds a certain number of shares, the Company will not, without the consent of Univision, merge, consolidate or enter into another business combination, dissolve or liquidate the Company or dispose of any interest in any Federal Communications Commission license for any of its Univision-affiliated television stations, among other things. Each share of Class U common stock is automatically convertible into one share of Class A common stock (subject to adjustment for stock splits, dividends or combinations) in connection with any transfer to a third party that is not an affiliate of Univision. |
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 $1.3 million and $1.1 million for the three-month periods ended September 30, 2018 and 2017, respectively. Stock-based compensation expense related to grants of stock options and restricted stock units was $3.7 million and $3.1 million for the nine-month periods ended September 30, 2018 and 2017, 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 September 30, 2018, there was less than $0.1 million of total unrecognized compensation expense related to grants of stock options that is expected to be recognized over a weighted-average period of 0.4 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. The following is a summary of non-vested restricted stock units granted (in thousands, except grant date fair value data): Nine-Month Period Ended September 30, 2018 Number Weighted-Average Restricted stock units 120 $ 4.00 As of September 30, 2018, there was approximately $3.7 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 1.3 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 Accounting Standards Codification (“ASC”) Topic 260, “Earnings per Share” (in thousands, except share and per share data): Three-Month Period Nine-Month Period Ended September 30, Ended September 30, 2018 2017 2018 2017 Basic earnings per share: Numerator: Net income (loss) $ 2,215 $ 157,208 $ 5,248 $ 163,321 Denominator: Weighted average common shares outstanding 88,852,342 90,517,492 89,371,750 90,370,679 Per share: Net income (loss) per share $ 0.02 $ 1.74 $ 0.06 $ 1.81 Diluted earnings per share: Numerator: Net income (loss) $ 2,215 $ 157,208 $ 5,248 $ 163,321 Denominator: Weighted average common shares outstanding 88,852,342 90,517,492 89,371,750 90,370,679 Dilutive securities: Stock options and restricted stock units 1,270,083 1,643,616 1,202,913 1,615,267 Diluted shares outstanding 90,122,425 92,161,108 90,574,663 91,985,946 Per share: Net income (loss) per share $ 0.02 $ 1.71 $ 0.06 $ 1.78 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-month period ended September 30, 2018 there were no dilutive securities excluded from the computation of diluted income per share. For the nine-month period ended September 30, 2018, a total 92,979 shares of dilutive securities 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 nine-month periods ended September 30, 2017, a total of 277 and 11,346 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. |
Treasury Stock | Treasury Stock Treasury stock is included as a deduction from equity in the Stockholders’ Equity section of the consolidated balance sheets. On July 13, 2017, the Board of Directors approved a share repurchase program of up to $15.0 million of the Company’s outstanding common stock. Board of Directors approved the repurchase of up to an additional $15.0 million of the Company’s Class A common stock, for a total repurchase authorization of up to $30.0 million. Under the share repurchase program, the Company is authorized to purchase shares from time to time through open market purchases or negotiated purchases, subject to market conditions and other factors There were no repurchases of |
2017 Credit Facility | 2017 Credit Facility On November 30, 2017 (the “Closing Date”), the Company entered into its 2017 Credit Facility pursuant to the 2017 Credit Agreement. The 2017 Credit Facility consists of a $300.0 million senior secured Term Loan B Facility (the “Term Loan B Facility”), which was drawn in full on the Closing Date. In addition, the 2017 Credit Facility provides that the Company may increase the aggregate principal amount of the 2017 Credit Facility by up to an additional $100.0 million plus the amount that would result in its first lien net leverage ratio (as such term is used in the 2017 Credit Agreement) not exceeding 4.0 to 1.0, subject to satisfying certain conditions. Borrowings under the Term Loan B Facility were used on the Closing Date to (a) repay in full all of the Company’s and its subsidiaries’ outstanding obligations under the Company’s previous credit facility (“2013 Credit Facility”) and to terminate the agreement governing the 2013 Credit Facility (“2013 Credit Agreement”), (b) pay fees and expenses in connection with the 2017 Credit Facility, and (c) for general corporate purposes. The 2017 Credit Facility is guaranteed on a senior secured basis by certain of its existing and future wholly-owned domestic subsidiaries, and is secured on a first priority basis by the Company’s and those subsidiaries’ assets. The Company’s borrowings under the 2017 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 Eurodollar Rate (as defined in the 2017 Credit Agreement) plus 2.75%; or (ii) the Base Rate (as defined in the 2017 Credit Agreement) plus 1.75%. The Term Loan B Facility expires on November 30, 2024 (the “Maturity Date”). The amounts outstanding under the 2017 Credit Facility may be prepaid at the Company’s option without premium or penalty, provided that certain limitations are observed, and subject to customary breakage fees in connection with the prepayment of a Eurodollar rate loan. The principal amount of the Term Loan B Facility shall be paid in installments on the dates and in the respective amounts set forth in the 2017 Credit Agreement, with the final balance due on the Maturity Date. Subject to certain exceptions, the 2017 Credit Facility contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things: • incur liens on the Company’s property or assets; • make certain investments; • incur additional indebtedness; • consummate any merger, dissolution, liquidation, consolidation or sale of substantially all assets; • dispose of certain assets; • make certain restricted payments; • make certain acquisitions; • enter into substantially different lines of business; • enter into certain transactions with affiliates; • use loan proceeds to purchase or carry margin stock or for any other prohibited purpose; • change or amend the terms of the Company’s organizational documents or the organization documents of certain restricted subsidiaries in a materially adverse way to the lenders, or change or amend the terms of certain indebtedness; • enter into sale and leaseback transactions; • make prepayments of any subordinated indebtedness, subject to certain conditions; and • change the Company’s fiscal year, or accounting policies or reporting practices. The 2017 Credit Facility 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 2017 Credit Facility when due; • default in payment when due of the principal amount of borrowings under the 2017 Credit Facility; • failure by the Company or any subsidiary to comply with the negative covenants and certain other covenants relating to maintaining the legal existence of the Company and certain of its restricted subsidiaries and compliance with anti-corruption laws; • failure by the Company or any subsidiary to comply with any of the other agreements in the 2017 Credit Agreement and related loan documents that continues for thirty (30) days [or ten (10) days in the case of failure to comply with covenants related to inspection rights of the administrative agent and lenders and permitted uses of proceeds from borrowings under the 2017 Credit Facility] after the Company’s officers 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; • certain events of bankruptcy or insolvency with respect to the Company or any significant subsidiary; • final judgment is entered against the Company or any restricted subsidiary in an aggregate amount over $15.0 million, and either enforcement proceedings are commenced by any creditor or there is a period of thirty (30) consecutive days during which the judgment remains unpaid and no stay is in effect; • any material provision of any agreement or instrument governing the 2017 Credit Facility ceases to be in full force and effect; and • any revocation, termination, substantial and adverse modification, or refusal by final order to renew, any media license, or the requirement (by final non-appealable order) to sell a television or radio station, where any such event or failure is reasonably expected to have a material adverse effect. The Term Loan B Facility does not contain any financial covenants. In connection with the Company entering into the 2017 Credit Agreement, the Company and its restricted subsidiaries also entered into a Security Agreement, pursuant to which the Company and the Credit Parties each granted a first priority security interest in the collateral securing the 2017 Credit Facility for the benefit of the lenders under the 2017 Credit Facility. Additionally, the 2017 Credit Agreement contains a definition of “Consolidated EBITDA” that excludes revenue related to the Company’s participation in the FCC auction for broadcast spectrum and related expenses, as compared to the definition of “Consolidated Adjusted EBITDA” under the 2013 Credit Agreement which included such items. The carrying amount of the Term Loan B Facility as of September 30, 2018 was was |
Derivative Instruments | Derivative Instruments Prior to November 28, 2017, the Company used derivatives in the management of interest rate risk with respect to interest expense on variable rate debt. The Company was party to interest rate swap agreements with financial institutions that fixed the variable benchmark component (LIBOR) of its interest rate on a portion of its term loan beginning December 31, 2015. On November 28, 2017, the Company terminated these swap agreements in conjunction with the refinancing of its debt. The Company’s current policy prohibits entering into derivative instruments for speculation or trading purposes. The carrying amount of the Company’s interest rate swap agreements were recorded at fair value, including consideration of non-performance risk, when material. The fair value of each interest rate swap agreement was 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. |
Fair Value Measurements | Fair Value Measurements The Company measures certain financial assets and liabilities at fair value on a recurring basis. Fair value is the price the Company would receive to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. ASC Topic 820, “Fair Value Measurements and Disclosures” (“Topic 820”), defines and establishes a framework for measuring fair value and expands disclosures about fair value measurements. In accordance with Topic 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): September 30, 2018 Total Fair Value and Carrying Value on Balance Fair Value Measurement Category Sheet Level 1 Level 2 Level 3 Assets: Money market account $ 83.3 $ - $ 83.3 $ - Certificates of deposit $ 8.2 $ - $ 8.2 $ - Corporate bonds $ 124.2 $ - $ 124.2 $ - Liabilities: Contingent consideration $ 15.0 $ - $ - $ 15.0 December 31, 2017 Total Fair Value and Carrying Value on Balance Fair Value Measurement Category Sheet Level 1 Level 2 Level 3 Liabilities: Contingent consideration $ 15.9 $ - $ - $ 15.9 As of September 30, 2018, the Company held investments in a money market fund, certificates of deposit, and corporate bonds. All certificates of deposit are within the current Federal Deposit Insurance Corporation insurance limits and all corporate bonds are investment grade. The Company’s available for sale securities are comprised of certificates of deposit and bonds. These securities are valued using quoted prices for similar attributes in active markets (Level 2). Since these investments are classified as available for sale, they are recorded at their fair market value within “Marketable securities” in the consolidated balance sheet and their unrealized gains or losses are included in “Accumulated other comprehensive income (loss)”. As of September 30, 2018, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities (in thousands): Certificates of Deposit Corporate Bonds Amortized Cost Unrealized gains (losses) Amortized Cost Unrealized gains (losses) Due within a year $ 2,400 $ (5) $ 25,118 $ (67 ) Due after one year through five years 5,882 (53) 100,528 (1,393) Total $ 8,282 $ (58) $ 125,646 $ (1,460 ) The Company periodically reviews its available for sale securities for other-than-temporary impairment. For the three- and nine-month periods ended September 30, 2018, the Company did not consider any of its securities to be other-than-temporarily impaired and, accordingly, did not recognize any impairment losses. Included in interest income for the three- and nine-month periods ended September 30, 2018 was interest income related to the Company’s available-for-sale securities of $0.9 and $2.7 million, respectively. |
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, foreign currency translation adjustments and changes in the fair value of available for sale securities. The following table provides a roll-forward of accumulated other comprehensive income (loss) for the nine-month periods ended September 2018 2017 Accumulated other comprehensive income (loss) as of January 1, $ (0.1 ) $ (3.0 ) Foreign currency translation (gain) loss (0.2 ) 0.1 Change in fair value of available for sale securities (1.5 ) - Change in fair value of interest rate swap agreements - 2.1 Income tax benefit (expense) 0.4 (0.8 ) Other comprehensive income (loss), net of tax (1.3 ) 1.4 Accumulated other comprehensive income (loss) as of September 30, $ (1.4 ) $ (1.6 ) |
Foreign Currency | Foreign Currency The Company’s reporting currency is the United States dollar. All transactions initiated in foreign currencies are translated into U.S. dollars in accordance with ASC Topic 830, “Foreign Currency Matters” and the related rate fluctuation on transactions is included in “Foreign currency gain (loss)” in the consolidated statements of operations. For foreign operations with the local currency as the functional currency, assets and liabilities are translated from the local currencies into U.S. dollars at the exchange rate prevailing at the balance sheet date and equity is translated at historical rates. Revenues and expenses are translated at the average exchange rate for the period. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining other comprehensive (income) loss. Based on recent data reported by the International Monetary Fund, Argentina was identified as a country with a highly inflationary economy. According to U.S. GAAP, a registrant should apply highly inflationary accounting in the first reporting period after such determination. Therefore, the Company transitioned the accounting for its Argentine operations to highly inflationary status as of July 1, 2018 and, commencing that date, changed the functional currency from the Argentine Peso to U.S. dollar. |
Cost of Revenue | Cost of Revenue Cost of revenue related to the Company’s television segment consists primarily of the carrying value of spectrum usage rights that were surrendered in the FCC auction for broadcast spectrum. Cost of revenue related to the Company’s digital segment consists primarily of the costs of online media acquired from third-party publishers. |
Assets Held For Sale | Assets Held For Sale Assets are classified as held for sale when the carrying value is expected to be recovered through a sale rather than through their continued use and all of the necessary classification criteria have been met. Assets held for sale are recorded at the lower of their carrying value or estimated fair value less selling costs and classified as current assets. Depreciation is not recorded on assets classified as held for sale. During the second quarter, the Company relocated the operations of two of its television stations in the Palm Springs market and management approved the sale of the vacated building. The building and related improvements met the criteria for classification as assets held for sale and their carrying value is presented separately in the consolidated balance sheet. Assets held for sale are classified as current assets as management believes the sale will be completed within one year. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842) Codification Improvements to Topic 842, Leases Leases (Topic 842): Targeted Improvements In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Non-employee Share-based Payment Accounting In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326), Newly Adopted Accounting Standards In March 2018, the FASB issued ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. Income Tax Accounting Implications of the Tax Cuts and Jobs Act In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting effective for interim and annual reporting periods beginning after December 15, 2017. In January 2017, the FASB issued ASU 2017-01 , Business Combinations (Topic 805): Clarifying the Definition of a Business, In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force), In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers On January 1, 2018, the Company adopted ASC Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under ASC Topic 605, “Revenue Recognition”. Opening retained earnings as of January 1, 2018 were not affected as there was no cumulative impact of adopting Topic 606. United States Tax Reform On December 22, 2017, the President signed the 2017 Tax Act. The 2017 Tax Act makes broad and complex changes to the United States tax code that affected the Company’s financial results for the year ended December 31, 2017 and may affect financial results for the year ending December 31, 2018 and future years, including, but not limited to, some or all of the following: (1) a reduction of the U.S. federal corporate tax rate from 35% to 21%; (2) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; (3) a new provision designed to tax global intangible low-taxed income (“GILTI”); (4) limitations on the deductibility of certain executive compensation; and (5) limitations on the use of Federal Tax Credits to reduce the U.S. income tax liability. The staff of the SEC issued SAB 118, which provides guidance on accounting for the tax effects of the 2017 Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the 2017 Tax Act enactment date for the Company to complete the accounting under ASC Topic 740, “Income Taxes” (“Topic 740”). In accordance with SAB 118, the Company must reflect the income tax effects of those aspects of the Act for which the accounting under Topic 740 is complete. To the extent that accounting for certain income tax effects of the 2017 Tax Act is incomplete but the Company is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. The Company was able to make a reasonable estimate of the impact of the reduction in the corporate tax rate and no significant provisional items were identified that could result in a material impact to the estimate upon finalization in 2018. Effective January 1, 2018, the 2017 Tax Act subjects a U.S. corporation to tax on its GILTI. The Company has elected an accounting policy to treat taxes due on the GILTI inclusion as a current period expense. The impact of this treatment on the effective tax rate for the period ended September 30, 2018 was not significant. |
The Company and Significant A_3
The Company and Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Non-Vested Restricted Stock Units Granted | The following is a summary of non-vested restricted stock units granted (in thousands, except grant date fair value data): Nine-Month Period Ended September 30, 2018 Number Weighted-Average Restricted stock units 120 $ 4.00 |
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 Accounting Standards Codification (“ASC”) Topic 260, “Earnings per Share” (in thousands, except share and per share data): Three-Month Period Nine-Month Period Ended September 30, Ended September 30, 2018 2017 2018 2017 Basic earnings per share: Numerator: Net income (loss) $ 2,215 $ 157,208 $ 5,248 $ 163,321 Denominator: Weighted average common shares outstanding 88,852,342 90,517,492 89,371,750 90,370,679 Per share: Net income (loss) per share $ 0.02 $ 1.74 $ 0.06 $ 1.81 Diluted earnings per share: Numerator: Net income (loss) $ 2,215 $ 157,208 $ 5,248 $ 163,321 Denominator: Weighted average common shares outstanding 88,852,342 90,517,492 89,371,750 90,370,679 Dilutive securities: Stock options and restricted stock units 1,270,083 1,643,616 1,202,913 1,615,267 Diluted shares outstanding 90,122,425 92,161,108 90,574,663 91,985,946 Per share: Net income (loss) per share $ 0.02 $ 1.71 $ 0.06 $ 1.78 |
Fair Value of Assets and Liabilities Measured on 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): September 30, 2018 Total Fair Value and Carrying Value on Balance Fair Value Measurement Category Sheet Level 1 Level 2 Level 3 Assets: Money market account $ 83.3 $ - $ 83.3 $ - Certificates of deposit $ 8.2 $ - $ 8.2 $ - Corporate bonds $ 124.2 $ - $ 124.2 $ - Liabilities: Contingent consideration $ 15.0 $ - $ - $ 15.0 December 31, 2017 Total Fair Value and Carrying Value on Balance Fair Value Measurement Category Sheet Level 1 Level 2 Level 3 Liabilities: Contingent consideration $ 15.9 $ - $ - $ 15.9 |
Summary of Amortized Cost and Unrealized Gains (Losses) of Available for Sale Securities | As of September 30, 2018, the following table summarizes the amortized cost and the unrealized gains (losses) of the available for sale securities (in thousands): Certificates of Deposit Corporate Bonds Amortized Cost Unrealized gains (losses) Amortized Cost Unrealized gains (losses) Due within a year $ 2,400 $ (5) $ 25,118 $ (67 ) Due after one year through five years 5,882 (53) 100,528 (1,393) Total $ 8,282 $ (58) $ 125,646 $ (1,460 ) |
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, foreign currency translation adjustments and changes in the fair value of available for sale securities. The following table provides a roll-forward of accumulated other comprehensive income (loss) for the nine-month periods ended September 2018 2017 Accumulated other comprehensive income (loss) as of January 1, $ (0.1 ) $ (3.0 ) Foreign currency translation (gain) loss (0.2 ) 0.1 Change in fair value of available for sale securities (1.5 ) - Change in fair value of interest rate swap agreements - 2.1 Income tax benefit (expense) 0.4 (0.8 ) Other comprehensive income (loss), net of tax (1.3 ) 1.4 Accumulated other comprehensive income (loss) as of September 30, $ (1.4 ) $ (1.6 ) |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Disaggregation of Revenue by Major Source and by Sales Channel | The following table presents our revenues disaggregated by major source for the three- and nine-month periods ended (in thousands): Three-Month Period Nine-Month Period Ended September 30, Ended September 30, 2018 2017 2018 2017 Broadcast advertising $ 40,183 $ 42,104 $ 119,425 $ 128,918 Digital advertising 22,431 17,131 61,233 36,794 Spectrum usage rights 1,178 263,943 1,809 263,943 Retransmission consent 8,432 8,494 26,428 23,925 Other 2,351 2,883 6,847 8,994 Total revenue $ 74,575 $ 334,555 $ 215,742 $ 462,574 The following table further disaggregates the Company’s broadcast advertising revenue by sales channel for the three- and nine-month periods ended (in thousands): Three-Month Period Nine-Month Period Ended September 30, Ended September 30, 2018 2017 2018 2017 Local direct $ 6,802 $ 7,711 $ 20,983 $ 22,654 Local agency 15,215 15,504 45,123 49,048 National agency 18,166 18,889 53,319 57,216 Total revenue $ 40,183 $ 42,104 $ 119,425 $ 128,918 |
Summary of Deferred Revenue | (in thousands) December 31, 2017 Increase Decrease * September 30, 2018 Deferred revenue $ 1,959 4,351 (1,959) $ 4,351 * The amount disclosed in the decrease column reflects revenue that has been recorded in the nine-month period ended September 30, 2018. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
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 and foreign currency (gain) loss. The Company generated 21% and 3% of its revenue outside the United States during the three-month periods ended September 30, 2018 and 2017, respectively. The Company generated 20% and 5% of its revenue outside the United States during the nine-month periods ended September 30, 2018 and 2017, respectively. The Company evaluates the performance of its operating segments based on the following (in thousands): Three-Month Period Nine-Month Period Ended September 30, % Ended September 30, % 2018 2017 Change 2018 2017 Change Net revenue Revenue from advertising and retransmission consent Television $ 35,183 $ 36,547 (4 )% $ 105,574 $ 112,021 (6 )% Radio 15,783 16,934 (7 )% 47,126 49,816 (5 )% Digital 22,431 17,131 31 % 61,233 36,794 66 % Total 73,397 70,612 4 % 213,933 198,631 8 % Revenue from spectrum usage rights 1,178 263,943 (100 )% 1,809 263,943 (99 )% Consolidated 74,575 334,555 (78 )% 215,742 462,574 (53 )% Cost of revenue - television (spectrum usage rights) - 12,131 (100 )% - 12,131 (100 )% Cost of revenue - digital 13,240 9,910 34 % 35,249 20,424 73 % Consolidated 13,240 22,041 (40 )% 35,249 32,555 8 % Direct operating expenses Television 15,315 14,365 7 % 45,903 43,992 4 % Radio 10,402 11,306 (8 )% 32,011 33,362 (4 )% Digital 5,977 4,560 31 % 15,930 9,884 61 % Consolidated 31,694 30,231 5 % 93,844 87,238 8 % Selling, general and administrative expenses Television 5,147 5,796 (11 )% 16,670 16,524 1 % Radio 4,274 4,647 (8 )% 13,382 13,932 (4 )% Digital 2,977 2,370 26 % 8,313 5,587 49 % Consolidated 12,398 12,813 (3 )% 38,365 36,043 6 % Depreciation and amortization Television 2,227 2,489 (11 )% 6,708 7,452 (10 )% Radio 615 648 (5 )% 1,855 2,036 (9 )% Digital 1,252 1,200 4 % 3,489 2,972 17 % Consolidated 4,094 4,337 (6 )% 12,052 12,460 (3 )% Segment operating profit (loss) Television 13,672 265,709 (95 )% 38,102 295,865 (87 )% Radio 492 333 48 % (122 ) 486 (125 )% Digital (1,015 ) (909 ) 12 % (1,748 ) (2,073 ) (16 )% Consolidated 13,149 265,133 (95 )% 36,232 294,278 (88 )% Corporate expenses 6,913 8,209 (16 )% 19,154 19,695 (3 )% Change in fair value of contingent consideration (114 ) - * 1,073 - * Foreign currency (gain) loss 335 (58 ) * 531 293 81 % Operating income (loss) 6,015 256,982 (98 )% 15,474 274,290 (94 )% Interest expense $ (3,995 ) $ (3,756 ) 6 % $ (11,394 ) $ (11,084 ) 3 % Interest income 933 256 264 % 2,885 475 507 % Dividend income 457 - * 1,002 - * Other income (loss) 327 - * 622 - * Income (loss) before income taxes 3,737 253,482 (99 )% 8,589 263,681 (97 )% Capital expenditures Television $ 6,819 $ 1,863 $ 10,841 $ 7,815 Radio 71 453 233 1,296 Digital 226 50 473 63 Consolidated $ 7,116 $ 2,366 $ 11,547 $ 9,174 September 30, December 31, Total assets 2018 2017 Television 538,177 556,942 Radio 123,639 126,248 Digital 86,782 82,777 Consolidated $ 748,598 $ 765,967 * Percentage not meaningful. |
Acquisitions (Tables)
Acquisitions (Tables) - Smadex | 9 Months Ended |
Sep. 30, 2018 | |
Summary of Initial Purchase Price Allocation | The following is a summary of the initial purchase price allocation for the Company’s acquisition of Smadex (unaudited; in millions): Accounts receivable $ 0.9 Other current assets 0.4 Intangible assets subject to amortization 2.0 Goodwill 3.6 Current liabilities (2.8 ) Long-term liabilities (0.2 ) Deferred Tax (0.4 ) |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for each of the Company’s operating segments for the nine-month period ended September 30, 2018 are as follows (in thousands): December 31, September 30, 2017 Acquisition 2018 Television $ 40,549 $ - $ 40,549 Digital 30,008 3,592 33,600 Consolidated $ 70,557 $ 3,592 $ 74,149 |
Schedule of Unaudited Pro Forma Information | The following unaudited pro-forma information for the three- and nine-month periods ended September 30, 2018 and 2017, has been prepared to give effect to the acquisition of Smadex as if the acquisition had occurred on January 1, 2017. This pro-forma information does not purport to represent what the actual results of operations of the Company would have been had this acquisition occurred on such date, nor does it purport to predict the results of operations for future periods. Three-Month Period Nine-Month Period Ended September 30, Ended September 30, 2018 2017 2018 2017 Pro-Forma: Total revenue $ 74,575 $ 336,503 $ 219,400 $ 467,050 Net income (loss) $ 2,215 $ 157,428 $ 5,841 $ 163,540 Basic and diluted earnings per share: Net income per share, basic $ 0.02 $ 1.74 $ 0.07 $ 1.81 Net income per share, diluted $ 0.02 $ 1.71 $ 0.06 $ 1.78 Weighted average common shares outstanding, basic 88,852,342 90,517,492 89,371,750 90,370,679 Weighted average common shares outstanding, diluted 90,122,425 92,161,108 90,574,663 91,985,946 |
The Company and Significant A_4
The Company and Significant Accounting Policies - Additional Information (Detail) | Nov. 30, 2017USD ($) | Sep. 30, 2018USD ($)Locationshares | Jun. 30, 2018Station | Sep. 30, 2017USD ($)shares | Sep. 30, 2018USD ($)SegmentStationLocation$ / sharesshares | Sep. 30, 2017USD ($)shares | Dec. 31, 2018 | Dec. 31, 2017USD ($) | Apr. 11, 2018USD ($) | Jul. 13, 2017USD ($) |
Accounting Policies [Line Items] | ||||||||||
Number of reportable segments | Segment | 3 | |||||||||
Restricted cash | $ 769,000 | $ 769,000 | $ 222,294,000 | |||||||
Retransmission consent revenue | 8,400,000 | $ 8,500,000 | $ 26,400,000 | $ 23,900,000 | ||||||
Number of Class A common stock shares converted | shares | 1 | |||||||||
Share-based compensation expenses | $ 1,300,000 | $ 1,100,000 | $ 3,700,000 | $ 3,100,000 | ||||||
Shares of dilutive securities not included in computation of diluted income per share | shares | 0 | 277 | 92,979 | 11,346 | ||||||
Amount approved under share purchase program | $ 30,000,000 | $ 15,000,000 | ||||||||
Unamortized debt issuance costs | $ 3,386,000 | $ 3,386,000 | $ 3,761,000 | |||||||
Interest income related to available-for-sale securities | 933,000 | $ 256,000 | 2,885,000 | $ 475,000 | ||||||
Federal income tax rate | 35.00% | |||||||||
Scenario Plan | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Federal income tax rate | 21.00% | |||||||||
Available-for-Sale Securities | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Interest income related to available-for-sale securities | 900,000 | $ 2,700,000 | ||||||||
Interest Rate Swap Agreements | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Interest rate swap agreement beginning date | Dec. 31, 2015 | |||||||||
Interest rate swap terminated date | Nov. 28, 2017 | |||||||||
2017 Credit Facility | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Agreement date | Nov. 30, 2017 | |||||||||
Additional borrowing capacity | $ 100,000,000 | |||||||||
First lien net leverage ratio | 4.00% | |||||||||
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 | |||||||||
2017 Credit Facility | Eurodollar Rate | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Variable interest rate basis spread on debt | 2.75% | |||||||||
2017 Credit Facility | Base Rate Margin | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Variable interest rate basis spread on debt | 1.75% | |||||||||
2017 Credit Facility | Term Loan B Facility | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Senior Secured debt | $ 300,000,000 | |||||||||
Maturity date of revolving credit facility | Nov. 30, 2024 | |||||||||
2013 Credit Facility | Term Loan B Facility | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Carrying value of term loan | 293,600,000 | $ 293,600,000 | ||||||||
Unamortized debt issuance costs | 3,400,000 | 3,400,000 | ||||||||
Estimated fair value of term loan | $ 293,300,000 | $ 293,300,000 | ||||||||
Class A common stock | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Amount approved under share purchase program | $ 15,000,000 | |||||||||
Number of shares repurchased | shares | 0 | 2,500,000 | ||||||||
Average price of repurchased shares | $ / shares | $ 5.08 | |||||||||
Aggregate purchase price of repurchased shares | $ 13,000,000 | |||||||||
Employee Stock Options | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Weighted average period for recognition of unrecognized compensation expense | 4 months 24 days | |||||||||
Restricted Stock Units | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Weighted average period for recognition of unrecognized compensation expense | 1 year 3 months 18 days | |||||||||
Total unrecognized compensation expense related to grants of restricted stock units | $ 3,700,000 | $ 3,700,000 | ||||||||
Univision | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Payment of sales representation fees to television stations | 2,200,000 | 2,400,000 | 6,400,000 | 7,100,000 | ||||||
Amount due from television stations for carriage | 4,300,000 | 4,300,000 | ||||||||
Retransmission consent revenue | $ 6,500,000 | $ 8,300,000 | $ 21,500,000 | $ 22,900,000 | ||||||
Common stock percentage held by Univision | 10.00% | 10.00% | ||||||||
UniMas | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Affiliate advertising minutes per hour for which entity has right to sell | 4 minutes 30 seconds | |||||||||
Accounting Standards Update 2016-18 | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Restricted cash | $ 800,000 | $ 800,000 | $ 222,300,000 | |||||||
Restricted cash used as collateral for letters of credit | 800,000 | |||||||||
Accounting Standards Update 2016-18 | Federal Communications Commission | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Proceeds for broadcast spectrum | $ 221,500,000 | |||||||||
Minimum | Employee Stock Options | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Vesting period | 1 year | |||||||||
Minimum | Restricted Stock Units | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Vesting period | 1 year | |||||||||
Minimum | Univision | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Affiliate advertising minutes per hour for which entity has right to sell | 4 minutes | |||||||||
Maximum | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Total unrecognized compensation expense employee stock option plans | $ 100,000 | $ 100,000 | ||||||||
Maximum | Employee Stock Options | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Vesting period | 4 years | |||||||||
Maximum | Restricted Stock Units | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Vesting period | 4 years | |||||||||
Television | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Number of stations owned | Station | 55 | |||||||||
Number of stations relocated | Station | 2 | |||||||||
Radio | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Number of stations owned | Station | 49 | |||||||||
Radio operations stations, number of location | Location | 16 | 16 | ||||||||
Advertisements and Syndicate Radio Programming | Minimum | ||||||||||
Accounting Policies [Line Items] | ||||||||||
Number of stations owned | Station | 300 |
The Company and Significant A_5
The Company and Significant Accounting Policies - Summary of Non-Vested Restricted Stock Units Granted (Detail) - Restricted Stock Units shares in Thousands | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number Granted | shares | 120 |
Weighted-Average Fair Value | $ / shares | $ 4 |
The Company and Significant A_6
The Company and Significant Accounting Policies - Reconciliation of Basic and Diluted Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share Basic And Diluted [Abstract] | ||||
Net income (loss) | $ 2,215 | $ 157,208 | $ 5,248 | $ 163,321 |
Denominator: | ||||
Weighted average common shares outstanding, basic | 88,852,342 | 90,517,492 | 89,371,750 | 90,370,679 |
Basic earnings per share: | ||||
Net income (loss) per share | $ 0.02 | $ 1.74 | $ 0.06 | $ 1.81 |
Denominator: | ||||
Weighted average common shares outstanding, basic | 88,852,342 | 90,517,492 | 89,371,750 | 90,370,679 |
Dilutive securities: | ||||
Stock options and restricted stock units | 1,270,083 | 1,643,616 | 1,202,913 | 1,615,267 |
Weighted average common shares outstanding, diluted | 90,122,425 | 92,161,108 | 90,574,663 | 91,985,946 |
Diluted earnings per share: | ||||
Net income (loss) per share | $ 0.02 | $ 1.71 | $ 0.06 | $ 1.78 |
The Company and Significant A_7
The Company and Significant Accounting Policies - Fair Value Assets and Liabilities Measured on Recurring Basis (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Millions | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 15 | $ 15.9 |
Money Market Account | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available for sale securities | 83.3 | |
Certificates of Deposit | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available for sale securities | 8.2 | |
Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available for sale securities | 124.2 | |
Level 2 | Money Market Account | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available for sale securities | 83.3 | |
Level 2 | Certificates of Deposit | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available for sale securities | 8.2 | |
Level 2 | Corporate Bonds | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Available for sale securities | 124.2 | |
Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 15 | $ 15.9 |
The Company and Significant A_8
The Company and Significant Accounting Policies - Summary of Amortized Cost and Unrealized Gains (Losses) of Available for Sale Securities (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Certificates of Deposit | |
Amortized Cost | |
Due within a year | $ 2,400 |
Due after one year through five years | 5,882 |
Total | 8,282 |
Unrealized gains (losses) | |
Due within a year | (5) |
Due after one year through five years | (53) |
Total | (58) |
Corporate Bonds | |
Amortized Cost | |
Due within a year | 25,118 |
Due after one year through five years | 100,528 |
Total | 125,646 |
Unrealized gains (losses) | |
Due within a year | (67) |
Due after one year through five years | (1,393) |
Total | $ (1,460) |
The Company and Significant A_9
The Company and Significant Accounting Policies - Summary of Components of AOCI (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Equity [Abstract] | ||||
Accumulated other comprehensive income (loss) | $ (60) | $ (3,000) | ||
Foreign currency translation (gain) loss | (200) | 100 | ||
Change in fair value of available for sale securities | (1,500) | |||
Change in fair value of interest rate swap agreements | 2,100 | |||
Income tax benefit (expense) | 400 | (800) | ||
Total other comprehensive income (loss) | $ 143 | $ 455 | (1,359) | 1,352 |
Accumulated other comprehensive income (loss) | $ (1,419) | $ (1,600) | $ (1,419) | $ (1,600) |
Revenues - Summary of Revenues
Revenues - Summary of Revenues Disaggregated by Major Source (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 74,575 | $ 334,555 | $ 215,742 | $ 462,574 |
Broadcast Advertising | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 40,183 | 42,104 | 119,425 | 128,918 |
Digital Advertising | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 22,431 | 17,131 | 61,233 | 36,794 |
Spectrum Usage Rights | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 1,178 | 263,943 | 1,809 | 263,943 |
Retransmission Consent | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 8,432 | 8,494 | 26,428 | 23,925 |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 2,351 | $ 2,883 | $ 6,847 | $ 8,994 |
Revenues - Summary of Disaggreg
Revenues - Summary of Disaggregation of Broadcast Advertising Revenue by Sales Channel (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 74,575 | $ 334,555 | $ 215,742 | $ 462,574 |
Advertising | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 40,183 | 42,104 | 119,425 | 128,918 |
Advertising | Local Direct | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 6,802 | 7,711 | 20,983 | 22,654 |
Advertising | Local Agency | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | 15,215 | 15,504 | 45,123 | 49,048 |
Advertising | National Agency | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total revenue | $ 18,166 | $ 18,889 | $ 53,319 | $ 57,216 |
Revenues - Summary of Deferred
Revenues - Summary of Deferred Revenue (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Revenue From Contract With Customer [Abstract] | |
Beginning Balance | $ 1,959 |
Increase | 4,351 |
Decrease | (1,959) |
Ending Balance | $ 4,351 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018SegmentStationMarket | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | Segment | 3 | |||
Percentage of revenue generated from outside the United States | 21.00% | 3.00% | 20.00% | 5.00% |
U.S. | ||||
Segment Reporting Information [Line Items] | ||||
Number of markets in radio stations owned | Market | 16 | |||
Television | ||||
Segment Reporting Information [Line Items] | ||||
Number of stations owned | 55 | |||
Radio | ||||
Segment Reporting Information [Line Items] | ||||
Number of stations owned | 49 | |||
Advertisements and Syndicates Radio Programming | Minimum | ||||
Segment Reporting Information [Line Items] | ||||
Number of stations owned | 300 |
Segment Information - Separate
Segment Information - Separate Financial Data for Each of Company's Operating Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 74,575 | $ 334,555 | $ 215,742 | $ 462,574 | |
Cost of revenue | 13,240 | 22,041 | 35,249 | 32,555 | |
Direct operating expenses | 31,694 | 30,231 | 93,844 | 87,238 | |
Selling, general and administrative expenses | 12,398 | 12,813 | 38,365 | 36,043 | |
Depreciation and amortization | 4,094 | 4,337 | 12,052 | 12,460 | |
Operating income (loss) | 6,015 | 256,982 | 15,474 | 274,290 | |
Corporate expenses | 6,913 | 8,209 | 19,154 | 19,695 | |
Change in fair value of contingent consideration | (114) | 1,073 | |||
Foreign currency (gain) loss | 335 | (58) | 531 | 293 | |
Interest expense | (3,995) | (3,756) | (11,394) | (11,084) | |
Interest income | 933 | 256 | 2,885 | 475 | |
Dividend income | 457 | 1,002 | |||
Other income (loss) | 327 | 622 | |||
Income (loss) before income taxes | 3,737 | 253,482 | 8,589 | 263,681 | |
Capital expenditures | 7,116 | 2,366 | 11,547 | 9,174 | |
Total assets | $ 748,598 | 765,967 | $ 748,598 | 765,967 | $ 765,967 |
Percentage change in net revenue | (78.00%) | (53.00%) | |||
Percentage change in cost of revenue | (40.00%) | 8.00% | |||
Percentage change in direct operating expenses | 5.00% | 8.00% | |||
Percentage change in selling, general and administrative expenses | (3.00%) | 6.00% | |||
Percentage change in depreciation and amortization | (6.00%) | (3.00%) | |||
Percentage change in segment operating profit (loss) | (95.00%) | (88.00%) | |||
Percentage change in corporate expenses | (16.00%) | (3.00%) | |||
Percentage change in foreign currency (gain) loss | 81.00% | ||||
Percentage change in operating income (loss) | (98.00%) | (94.00%) | |||
Percentage change in interest expense | 6.00% | 3.00% | |||
Percentage change in interest income | 264.00% | 507.00% | |||
Percentage change in income (loss) before income taxes | (99.00%) | (97.00%) | |||
Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | $ 13,149 | 265,133 | $ 36,232 | 294,278 | |
Corporate, Non-Segment | |||||
Segment Reporting Information [Line Items] | |||||
Corporate expenses | 6,913 | 8,209 | 19,154 | 19,695 | |
Television | |||||
Segment Reporting Information [Line Items] | |||||
Direct operating expenses | 15,315 | 14,365 | 45,903 | 43,992 | |
Selling, general and administrative expenses | 5,147 | 5,796 | 16,670 | 16,524 | |
Depreciation and amortization | 2,227 | 2,489 | 6,708 | 7,452 | |
Capital expenditures | 6,819 | 1,863 | 10,841 | 7,815 | |
Total assets | $ 538,177 | 556,942 | $ 538,177 | 556,942 | |
Percentage change in direct operating expenses | 7.00% | 4.00% | |||
Percentage change in selling, general and administrative expenses | (11.00%) | 1.00% | |||
Percentage change in depreciation and amortization | (11.00%) | (10.00%) | |||
Percentage change in segment operating profit (loss) | (95.00%) | (87.00%) | |||
Television | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | $ 13,672 | 265,709 | $ 38,102 | 295,865 | |
Radio | |||||
Segment Reporting Information [Line Items] | |||||
Direct operating expenses | 10,402 | 11,306 | 32,011 | 33,362 | |
Selling, general and administrative expenses | 4,274 | 4,647 | 13,382 | 13,932 | |
Depreciation and amortization | 615 | 648 | 1,855 | 2,036 | |
Capital expenditures | 71 | 453 | 233 | 1,296 | |
Total assets | $ 123,639 | 126,248 | $ 123,639 | 126,248 | |
Percentage change in direct operating expenses | (8.00%) | (4.00%) | |||
Percentage change in selling, general and administrative expenses | (8.00%) | (4.00%) | |||
Percentage change in depreciation and amortization | (5.00%) | (9.00%) | |||
Percentage change in segment operating profit (loss) | 48.00% | (125.00%) | |||
Radio | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | $ 492 | 333 | $ (122) | 486 | |
Digital | |||||
Segment Reporting Information [Line Items] | |||||
Cost of revenue | 13,240 | 9,910 | 35,249 | 20,424 | |
Direct operating expenses | 5,977 | 4,560 | 15,930 | 9,884 | |
Selling, general and administrative expenses | 2,977 | 2,370 | 8,313 | 5,587 | |
Depreciation and amortization | 1,252 | 1,200 | 3,489 | 2,972 | |
Capital expenditures | 226 | 50 | 473 | 63 | |
Total assets | $ 86,782 | 82,777 | $ 86,782 | 82,777 | |
Percentage change in cost of revenue | 34.00% | 73.00% | |||
Percentage change in direct operating expenses | 31.00% | 61.00% | |||
Percentage change in selling, general and administrative expenses | 26.00% | 49.00% | |||
Percentage change in depreciation and amortization | 4.00% | 17.00% | |||
Percentage change in segment operating profit (loss) | 12.00% | (16.00%) | |||
Digital | Operating Segments | |||||
Segment Reporting Information [Line Items] | |||||
Operating income (loss) | $ (1,015) | (909) | $ (1,748) | (2,073) | |
Advertising and Retransmission Consent | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 73,397 | 70,612 | $ 213,933 | 198,631 | |
Percentage change in net revenue | 4.00% | 8.00% | |||
Advertising and Retransmission Consent | Television | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 35,183 | 36,547 | $ 105,574 | 112,021 | |
Percentage change in net revenue | (4.00%) | (6.00%) | |||
Advertising and Retransmission Consent | Radio | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 15,783 | 16,934 | $ 47,126 | 49,816 | |
Percentage change in net revenue | (7.00%) | (5.00%) | |||
Advertising and Retransmission Consent | Digital | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 22,431 | 17,131 | $ 61,233 | 36,794 | |
Percentage change in net revenue | 31.00% | 66.00% | |||
Spectrum Usage Rights | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 1,178 | 263,943 | $ 1,809 | 263,943 | |
Percentage change in net revenue | (100.00%) | (99.00%) | |||
Spectrum Usage Rights | Television | |||||
Segment Reporting Information [Line Items] | |||||
Cost of revenue | $ 12,131 | $ 12,131 | |||
Percentage change in cost of revenue | (100.00%) | (100.00%) |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 11, 2018 | Jan. 16, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Business Acquisition [Line Items] | ||||||
Total net revenue | $ 74,575 | $ 334,555 | $ 215,742 | $ 462,574 | ||
Expenses | 68,560 | $ 77,573 | $ 200,268 | $ 188,284 | ||
KMCC-TV | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition date | Jan. 16, 2018 | |||||
Aggregate cash consideration | $ 3,600 | |||||
Business acquisition description of acquired entity | the Company completed the acquisition of television station KMCC-TV, which serves the Las Vegas, Nevada area | |||||
Smadex | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition date | Jun. 11, 2018 | |||||
Aggregate cash consideration | $ 3,500 | |||||
Ownership Interest acquired | 100.00% | |||||
Cash acquired | $ 1,200 | |||||
Accounts receivables assets acquired, fair value | 900 | |||||
Gross amount account receivables asset acquired | $ 900 | |||||
Total net revenue | 3,500 | $ 3,900 | ||||
Expenses | $ 3,200 | 3,700 | ||||
Acquisition fees and costs | $ 400 |
Acquisitions - Summary of Initi
Acquisitions - Summary of Initial Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Jun. 11, 2018 | Dec. 31, 2017 |
Business Acquisition [Line Items] | |||
Goodwill | $ 74,149 | $ 70,557 | |
Smadex | |||
Business Acquisition [Line Items] | |||
Accounts receivable | $ 900 | ||
Other current assets | 400 | ||
Intangible assets subject to amortization | 2,000 | ||
Goodwill | 3,600 | ||
Current liabilities | (2,800) | ||
Long-term liabilities | (200) | ||
Deferred Tax | $ (400) |
Acquisitions - Changes in Carry
Acquisitions - Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Business Acquisition [Line Items] | |
Goodwill, Beginning balance | $ 70,557 |
Goodwill, Acquisition | 3,592 |
Goodwill, Ending balance | 74,149 |
Television | |
Business Acquisition [Line Items] | |
Goodwill, Beginning balance | 40,549 |
Goodwill, Ending balance | 40,549 |
Digital | |
Business Acquisition [Line Items] | |
Goodwill, Beginning balance | 30,008 |
Goodwill, Acquisition | 3,592 |
Goodwill, Ending balance | $ 33,600 |
Acquisitions - Schedule of Unau
Acquisitions - Schedule of Unaudited Pro Forma Information (Detail) - Smadex - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Pro-Forma: | ||||
Total revenue | $ 74,575 | $ 336,503 | $ 219,400 | $ 467,050 |
Net income (loss) | $ 2,215 | $ 157,428 | $ 5,841 | $ 163,540 |
Basic and diluted earnings per share: | ||||
Net income per share, basic | $ 0.02 | $ 1.74 | $ 0.07 | $ 1.81 |
Net income per share, diluted | $ 0.02 | $ 1.71 | $ 0.06 | $ 1.78 |
Weighted average common shares outstanding, basic | 88,852,342 | 90,517,492 | 89,371,750 | 90,370,679 |
Weighted average common shares outstanding, diluted | 90,122,425 | 92,161,108 | 90,574,663 | 91,985,946 |
Significant Transactions - Addi
Significant Transactions - Additional Information (Detail) - Headway - USD ($) $ in Millions | Apr. 04, 2017 | Sep. 30, 2018 | Sep. 30, 2018 |
Significant Transactions [Line Items] | |||
Business acquisition date | Apr. 4, 2017 | ||
Ownership Interest acquired | 100.00% | ||
Contingent consideration agreement, payment period | 3 years | ||
Income (loss) from change in fair value of contingent consideration | $ 0.1 | $ (1.1) | |
Change in Fair Value of Contingent Consideration | |||
Significant Transactions [Line Items] | |||
Contingent consideration | $ 15 | $ 15 |