Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Jun. 28, 2013 | Mar. 24, 2014 | Mar. 24, 2014 | |
Class A Common Stock | Class B common stock | |||
Entity Registrant Name | 'HEMISPHERE MEDIA GROUP, INC. | ' | ' | ' |
Entity Central Index Key | '0001567345 | ' | ' | ' |
Document Type | '10-K | ' | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' | ' |
Amendment Flag | 'false | ' | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' | ' |
Entity Voluntary Filers | 'No | ' | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' | ' |
Entity Public Float | ' | $51,440,596 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | ' | 12,120,603 | 33,000,000 |
Document Fiscal Year Focus | '2013 | ' | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current Assets | ' | ' |
Cash | $176,622 | $10,084 |
Accounts receivable, net of allowance for doubtful accounts of $137 and $180, respectively | 15,589 | 10,511 |
Due from related parties, net of allowance for doubtful accounts of $514 and $0, respectively | 2,142 | ' |
Programming rights | 5,748 | 4,403 |
Deferred taxes | ' | 3,049 |
Prepaid expenses and other current assets | 4,078 | 1,362 |
Total current assets | 204,179 | 29,409 |
Programming rights | 7,000 | 2,664 |
Property and equipment, net | 24,675 | 26,861 |
Deferred financing costs | 3,251 | 2,044 |
Deferred taxes | ' | 863 |
Broadcast license | 41,356 | 41,356 |
Goodwill | 130,794 | 10,983 |
Other intangibles, net | 34,610 | 1,678 |
Other assets | 783 | ' |
Total Assets | 446,648 | 115,858 |
Current Liabilities | ' | ' |
Accounts payable | 1,566 | 912 |
Due to related parties | 738 | ' |
Accrued agency commissions | 6,101 | 7,110 |
Accrued compensation and benefits | 2,374 | 2,182 |
Other accrued expenses | 4,928 | 2,749 |
Programming rights payable | 4,585 | 3,208 |
Deferred taxes | 8,135 | ' |
Current portion of long-term debt | 1,750 | 4,608 |
Total current liabilities | 30,177 | 20,769 |
Programming rights payable | 837 | 927 |
Long-term debt, net of current portion | 170,731 | 52,404 |
Deferred taxes | 2,040 | ' |
Defined benefit pension obligation | 2,075 | 2,099 |
Total Liabilities | 205,860 | 76,199 |
Commitments and Contingencies | ' | ' |
Stockholders' Equity | ' | ' |
Preferred stock, $0.0001 par value; 50,000,000 shares authorized at December 31, 2013; 0 shares issued and outstanding at December 31, 2013 and 2012, respectively | ' | ' |
Additional paid-in capital | 240,817 | 34,608 |
Treasury stock, at cost; 65,549 and 0 shares at December 31, 2013 and 2012, respectively | -938 | ' |
Retained earnings | 1,541 | 5,838 |
Accumulated comprehensive loss | -636 | -787 |
Total Stockholders' Equity | 240,788 | 39,659 |
Total Liabilities and Stockholders' Equity | 446,648 | 115,858 |
Class A common stock | ' | ' |
Stockholders' Equity | ' | ' |
Common Stock | 1 | ' |
Class B common stock | ' | ' |
Stockholders' Equity | ' | ' |
Common Stock | $3 | ' |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable, allowance for doubtful accounts | $137 | $180 |
Due from related parties, allowance for doubtful accounts | $514 | $0 |
Preferred stock, par value (in dollars per share) | $0.00 | ' |
Preferred stock, shares authorized | 50,000,000 | ' |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock, shares | 65,549 | 0 |
Class A common stock | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | ' |
Common stock, shares authorized | 100,000,000 | ' |
Common stock, shares issued | 11,241,000 | 0 |
Common stock, shares outstanding | 11,241,000 | 0 |
Class B common stock | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | ' |
Common stock, shares authorized | 33,000,000 | ' |
Common stock, shares issued | 33,000,000 | 0 |
Common stock, shares outstanding | 33,000,000 | 0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Consolidated Statements of Operations | ' | ' | ' |
Net revenues | $86,005 | $71,367 | $60,797 |
Operating Expenses: | ' | ' | ' |
Cost of revenues | 33,950 | 32,409 | 28,985 |
Selling, general and administrative | 29,678 | 13,667 | 13,024 |
Depreciation and amortization | 8,762 | 3,723 | 3,425 |
Other expenses | 5,694 | 703 | ' |
Loss (gain) on disposition of assets | 199 | -1 | -39 |
Total operating expenses | 78,283 | 50,501 | 45,395 |
Operating income | 7,722 | 20,866 | 15,402 |
Other Expenses: | ' | ' | ' |
Interest expense, net | -7,177 | -3,501 | -3,627 |
Loss on early extinguishment of debt | -1,649 | ' | ' |
Other expense, net | -63 | -50 | -187 |
Total other expenses | -8,889 | -3,551 | -3,814 |
(Loss) income before income taxes | -1,167 | 17,315 | 11,588 |
Income tax expense | -3,130 | -6,285 | -3,984 |
Net (loss) income | ($4,297) | $11,030 | $7,604 |
(Loss) earnings per share: | ' | ' | ' |
Basic (in dollars per share) | ($0.14) | $11,030 | $7,604 |
Diluted (in dollars per share) | ($0.14) | $11,030 | $7,604 |
Weighted average shares outstanding: | ' | ' | ' |
Basic (in shares) | 31,143 | 1 | 1 |
Diluted (in shares) | 31,143 | 1 | 1 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive (Loss) Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Consolidated Statements of Comprehensive (Loss) Income | ' | ' | ' |
Net (loss) income | ($4,297) | $11,030 | $7,604 |
Other comprehensive income (loss): | ' | ' | ' |
Net unrealized gain on interest rate swap agreement, net of tax | 38 | ' | ' |
Adjustment to defined benefit retirement plan, net of tax | 130 | -256 | -149 |
Other, net of tax | -17 | ' | ' |
Comprehensive (loss) income | ($4,146) | $10,774 | $7,455 |
Consolidated_Statements_of_Cha
Consolidated Statements of Changes in Stockholders' Equity (USD $) | Total | Class A Common Stock | Common Stock | Common Stock | Additional Paid In Capital | Treasury Stock | Retained Earnings | Accumulated Comprehensive (Loss) Income |
In Thousands, except Share data, unless otherwise specified | USD ($) | Class A Common Stock | Class B common stock | USD ($) | Class A Common Stock | USD ($) | USD ($) | |
USD ($) | USD ($) | USD ($) | ||||||
Balance at the beginning of the period at Dec. 31, 2010 | $50,930 | ' | ' | ' | $50,201 | ' | $1,111 | ($382) |
Changes in Member's Capital | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | 7,604 | ' | ' | ' | ' | ' | 7,604 | ' |
Distributions | -24,000 | ' | ' | ' | -15,593 | ' | -8,407 | ' |
Other comprehensive loss, defined benefit retirement plan, net of tax | -149 | ' | ' | ' | ' | ' | ' | -149 |
Balance at the end of the period at Dec. 31, 2011 | 34,385 | ' | ' | ' | 34,608 | ' | 308 | -531 |
Changes in Member's Capital | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | 11,030 | ' | ' | ' | ' | ' | 11,030 | ' |
Distributions | -5,500 | ' | ' | ' | ' | ' | -5,500 | ' |
Other comprehensive loss, defined benefit retirement plan, net of tax | -256 | ' | ' | ' | ' | ' | ' | -256 |
Balance at the end of the period at Dec. 31, 2012 | 39,659 | ' | ' | ' | 34,608 | ' | 5,838 | -787 |
Changes in Member's Capital | ' | ' | ' | ' | ' | ' | ' | ' |
Consummation of the Transaction (April 4, 2013) | 198,996 | ' | 1 | 3 | 198,992 | ' | ' | ' |
Consummation of the Transaction (April 4, 2013) (in shares) | ' | ' | 10,991,000 | 33,000,000 | ' | ' | ' | ' |
Net (loss) income | -4,297 | ' | ' | ' | ' | ' | -4,297 | ' |
Issuance of restricted stock | 2,102 | ' | ' | ' | 2,102 | ' | ' | ' |
Issuance of restricted stock (in shares) | ' | ' | 250,000 | ' | ' | ' | ' | ' |
Excess of tax benefits related to the issuance of restricted stock | 25 | ' | ' | ' | 25 | ' | ' | ' |
Stock-based compensation | 5,090 | ' | ' | ' | 5,090 | ' | ' | ' |
Repurchases of Class A common stock | -938 | ' | ' | ' | ' | -938 | ' | ' |
Other comprehensive income, net of tax | 151 | ' | ' | ' | ' | ' | ' | 151 |
Other comprehensive loss, defined benefit retirement plan, net of tax | 130 | ' | ' | ' | ' | ' | ' | ' |
Balance at the end of the period at Dec. 31, 2013 | $240,788 | ' | $1 | $3 | $240,817 | ($938) | $1,541 | ($636) |
Balance at the end of the period (in shares) at Dec. 31, 2013 | ' | ' | 11,241,000 | 33,000,000 | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Reconciliation of Net (Loss) Income to Net Cash Provided by Operating Activities: | ' | ' | ' |
Net (loss) income | ($4,297) | $11,030 | $7,604 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 8,762 | 3,723 | 3,425 |
Program amortization | 9,322 | 7,371 | 5,981 |
Amortization of deferred financing costs | 604 | 858 | 679 |
Amortization of original issue discount | 106 | ' | ' |
Stock-based compensation | 7,192 | ' | ' |
Provision (recoveries) for bad debts | 165 | -10 | 202 |
Loss (gain) on disposition of assets | 199 | -1 | -39 |
Loss on early extinguishment of debt | 1,649 | ' | ' |
Deferred tax expense | 1,029 | 1,719 | 2,809 |
(Increase) decrease in: | ' | ' | ' |
Accounts receivable | -1,030 | -7 | -2,417 |
Programming rights | -10,543 | -7,970 | -7,311 |
Prepaid expenses and other current assets | -2,966 | -943 | 95 |
Increase (decrease) in: | ' | ' | ' |
Accounts payable | 563 | -55 | -241 |
Due to related parties | -1,005 | ' | ' |
Accrued expenses | -3,943 | 1,040 | 2,037 |
Programming rights payable | 789 | 36 | 439 |
Income tax payable | -24 | -157 | -77 |
Other liabilities | 446 | -145 | 435 |
Net cash provided by operating activities | 7,018 | 16,489 | 13,621 |
Cash Flows From Investing Activities: | ' | ' | ' |
Proceeds from sale of assets | 16 | 50 | 39 |
Capital expenditures | -1,802 | -3,800 | -2,122 |
Net cash used in investing activities | -1,786 | -3,750 | -2,083 |
Cash Flows From Financing Activities: | ' | ' | ' |
Transaction proceeds, net | 82,437 | ' | ' |
Proceeds from long-term debt | 173,250 | ' | 19,194 |
Repayments of long-term debt | -89,984 | -7,338 | -1,650 |
Financing fees | -3,459 | ' | ' |
Distributions | ' | -5,500 | -24,000 |
Purchase of treasury stock | -938 | ' | ' |
Net cash provided by (used in) financing activities | 161,306 | -12,838 | -6,456 |
Net increase (decrease) in cash | 166,538 | -99 | 5,082 |
Cash: | ' | ' | ' |
Beginning | 10,084 | 10,183 | 5,101 |
Ending | 176,622 | 10,084 | 10,183 |
Cash payments for: | ' | ' | ' |
Interest | 5,419 | 2,917 | 2,015 |
Income taxes | 4,034 | 5,514 | 1,195 |
Distributions, net of withholding taxes | ' | 4,950 | 23,214 |
Financed through term loan: | ' | ' | ' |
Interest | ' | ' | 124 |
Financing costs | ' | ' | 3,581 |
Total | ' | ' | $3,705 |
Nature_of_Business_and_Signifi
Nature of Business and Significant Accounting Policies | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Nature of Business and Significant Accounting Policies | ' | ||||||||||||||||||
Nature of Business and Significant Accounting Policies | ' | ||||||||||||||||||
Note 1. Nature of Business and Significant Accounting Policies | |||||||||||||||||||
Nature of business: The accompanying consolidated financial statements include the accounts of Hemisphere Media Group, Inc. ("Hemisphere" or the "Company"), the parent holding company of Cine Latino, Inc. ("Cinelatino"), WAPA Holdings, LLC (formerly known as InterMedia Español Holdings, LLC) ("WAPA"), and Azteca Acquisition Corporation ("Azteca"). Hemisphere was formed on January 16, 2013 for purposes of effecting the Transaction, which was consummated on April 4, 2013. The Company determines its operating segments based upon (i) financial information reviewed by the chief operating decision maker, the Chief Executive Officer, (ii) internal management and related reporting structure and (iii) the basis upon which the chief operating decision maker makes resource allocation decisions. We have one operating segment, Hemisphere Media. In these notes, the terms "Company," "we," "us" or "our" mean Hemisphere and all subsidiaries included in our consolidated financial statements. | |||||||||||||||||||
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Cine Latino, Inc. ("Cinelatino")—this company was organized under the laws of the State of Delaware and is engaged in in the business of producing, offering and distributing a cable television network designated "Cine Latino," the content for which is Spanish-language motion pictures or other entertainment programming. The network is distributed throughout the United States, Mexico, Central America, South America, the Caribbean and Canada. | |||||||||||||||||||
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WAPA Holdings, LLC ("WAPA")—this company was organized under the laws of the State of Delaware and is a holding company that owns 100% interest of Español and WAPA America (see below). WAPA has no operations or assets other than the investments in Español and WAPA America. | |||||||||||||||||||
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InterMedia Español, Inc. ("Español")—this company was organized under the laws of the State of Delaware and is a holding company that owns 100% interest of WAPA PR (see below). Español has no operations or assets other than the investment in WAPA PR. | |||||||||||||||||||
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Televicentro of Puerto Rico, LLC ("Televicentro" or "WAPA PR")—this Company was organized under the laws of the State of Delaware and is engaged in the broadcast television business, as well as in the production of news and entertainment programming in Puerto Rico. | |||||||||||||||||||
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WAPA America, Inc. ("WAPA America")—this company was organized on September 2, 2004, under the laws of the state of Delaware, and is a cable television network distributed in the U.S. and programmed with Spanish language news and entertainment programs (produced and supplied, in its majority, by WAPA PR). | |||||||||||||||||||
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Azteca Acquisition Corporation ("Azteca")—Dormant subsidiary; Azteca was initially formed as a blank check company in the British Virgin Islands on April 15, 2011 and reincorporated in the State of Delaware on June 8, 2011 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock, reorganization or similar business combination with one or more businesses. Azteca, a special purpose acquisition vehicle, delivered the proceeds of a trust account raised in its 2011 initial public offering to Hemisphere in the merger. Following the consummation of the merger, Azteca had no operations and was dissolved during the year ended December 31, 2013. | |||||||||||||||||||
Cinelatino has certain agreements with MVS Multivision Digital S. de R.L. de C.V. and its affiliates (collectively "MVS"), a Mexican media and television conglomerate, which have directors and stockholders in common with the Company, as discussed in Note 3. | |||||||||||||||||||
Principles of consolidation: The consolidated financial statements include our accounts and the accounts of our subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||||||||||
Basis of Presentation: The accompanying consolidated financial statements for us and our subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S GAAP"). As further described in Note 2, WAPA is the accounting acquirer and predecessor, whose historical results are the historical results of Hemisphere. | |||||||||||||||||||
Adjustment to the quarter ended June 30, 2013: The Company identified an error in the consolidated financial statements filed for the quarter ended June 30, 2013. The error related to incorrect stock compensation expense recognized for performance-based stock options that fully vested during the quarter ended June 30, 2013. The correction of the stock compensation expense would have increased selling, general and administrative expenses by $0.9 million, and decreased income tax expense by $0.3 million, resulting in an increase of $0.6 million to the Company's reported net loss for the quarter ended June 30, 2013. The Company has analyzed the impact of this error on the interim financial statements and concluded that the error would not be material to the quarter ended June 30, 2013, taking into account the requirements of the Securities and Exchange Commission ("SEC") Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements in the Current Year Financial Statements ("SAB 108"). In accordance with SAB 108, the Company evaluated the materiality of the error from a quantitative and qualitative perspective. Based on such evaluation, the Company concluded that correcting the error, which increased the Company's net loss by $0.6 million for the three and six months ended December 31, 2013 was not material. As provided in SAB 108, the error correction did not require the restatement of the consolidated financial statements for the quarter ended June 30, 2013, and the correction was made in the consolidated financial statements in the fourth quarter of the year ended December 31, 2013. | |||||||||||||||||||
Net (loss) earnings per common share: Basic (loss) earnings per share ("EPS") are computed by dividing income (loss) attributable to common stockholders by the number of weighted-average outstanding shares of common stock. Diluted EPS reflects the effect of the assumed exercise of stock options and vesting of restricted shares only in the periods in which such effect would have been dilutive. | |||||||||||||||||||
The following table sets forth the computation of the common shares outstanding used in determining basic and diluted EPS (amounts in thousands): | |||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||
Numerator for (loss) earnings per common share calculation: | |||||||||||||||||||
Net (loss) income | $ | (4,297 | ) | $ | 11,030 | $ | 7,604 | ||||||||||||
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Denominator for earnings per common share calculation: | |||||||||||||||||||
Weighted-average common shares, basic | 31,143 | 1 | 1 | ||||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||
Stock options and restricted stock | — | — | — | ||||||||||||||||
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Weighted-average common shares, diluted | 31,143 | 1 | 1 | ||||||||||||||||
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We apply the treasury stock method to measure the dilutive effect of its outstanding warrants, stock options and restricted stock awards and include the respective common share equivalents in the denominator of our diluted (loss) income per common share calculation. Potentially dilutive securities representing 0.6 million shares of common stock for the years ended December 31, 2013 were excluded from the computation of diluted (loss) income per common share for this period because their effect would have been anti-dilutive. There were no potentially dilutive securities for the years ended December 31, 2012 and 2011. The net (loss) income per share amounts are the same for our Class A and Class B common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. | |||||||||||||||||||
In computing earnings per share, the Company's Nonvoting Stock is considered a participating security. Each share of Nonvoting Stock has identical rights, powers, limitations and restrictions in all respects as each share of common of the Company, including the right to receive the same consideration per share payable in respect of each share of common stock, except that holders of Nonvoting Stock shall have no voting rights or powers whatsoever. | |||||||||||||||||||
Revenue recognition: Revenue related to the sale of advertising and contracted time is recognized at the time of broadcast. Retransmission consent fees and subscriber fees received from cable, telecommunications and satellite operators are recognized in the period in which the services are performed, generally under multi-year carriage agreements based on the number of subscribers. | |||||||||||||||||||
Barter transactions: The Company engages in barter transactions in which advertising time is exchanged for products or services. Barter transactions are accounted for at the estimated fair value of the products or services received, or advertising time given up, whichever is more clearly determinable. Barter revenue is recognized at the time the advertising is broadcast. Barter expense is recorded at the time the merchandise or services are used and/or received. | |||||||||||||||||||
Barter revenue and expense included in the consolidated statements of operations are as follows (amounts in thousands): | |||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||
Barter revenue | $ | 1,448 | $ | 1,363 | $ | 1,021 | |||||||||||||
Barter expense | (1,360 | ) | (996 | ) | (850 | ) | |||||||||||||
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$ | 88 | $ | 367 | $ | 171 | ||||||||||||||
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Programming costs: Programming costs are recorded in cost of revenues based on the Company's contractual agreements with various third party programming distributors which are generally multi-year agreements. | |||||||||||||||||||
Stock based compensation: We have given equity incentives to certain employees. We account for such equity incentives in accordance with Accounting Standards Codification ("ASC") 718 "Stock Compensation," which requires us to measure compensation cost for equity settled awards at fair value on the date of grant and recognize compensation cost in the consolidated statements of operations over the requisite service or performance period the award is expected to vest. Compensation cost is determined by using either the Monte Carlo simulation model or the Black-Scholes option pricing model. | |||||||||||||||||||
Advertising and marketing costs: The Company expenses advertising and marketing costs as incurred. The Company incurred advertising and marketing costs of $1.3 million, $0.4 million and $0.2 million in 2013, 2012 and 2011, respectively. | |||||||||||||||||||
Cash: The Company maintains its cash in bank deposit accounts which, at times, may exceed federally-insured limits. The Company has not experienced any losses in such accounts. | |||||||||||||||||||
Accounts receivable: Accounts receivable are carried at the original charge amount less an estimate made for doubtful receivables based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer's financial condition and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded as income when received. The Company considers an account receivable to be past due if any portion of the receivable balance is outstanding for more than 90 days. Changes in the allowance for doubtful accounts for the years ended December 31, 2013, 2012 and 2011 consisted of the following (amounts in thousands): | |||||||||||||||||||
Year | Description | Beginning | Additions | Write-offs | Recoveries | End | |||||||||||||
of Year | of Year | ||||||||||||||||||
2013 | Allowance for doubtful accounts | $ | 180 | $ | 5 | $ | 51 | $ | 3 | $ | 137 | ||||||||
2012 | Allowance for doubtful accounts | 167 | (10 | ) | 17 | 40 | 180 | ||||||||||||
2011 | Allowance for doubtful accounts | 167 | 202 | 214 | 12 | 167 | |||||||||||||
Due from related parties: Certain amounts due from related parties are presented net of an allowance for uncollectible amounts based on management's expectations related to the realization of the related parties' collections and remittances from the Company's customers. Changes in the allowance for doubtful accounts for the years ended December 31, 2013, 2012 and 2011 consisted of the following (amounts in thousands): | |||||||||||||||||||
Year | Description | Beginning | Additions | Write-offs | Recoveries | End | |||||||||||||
of Year | of Year | ||||||||||||||||||
2013 | Allowance for doubtful accounts | $ | 0 | $ | 514 | $ | — | $ | — | $ | 514 | ||||||||
2012 | Allowance for doubtful accounts | — | — | — | — | — | |||||||||||||
2011 | Allowance for doubtful accounts | — | — | — | — | — | |||||||||||||
Programming rights: We enter into multi-year license agreements with various programming distributors for distribution of their respective programming ("programming rights") and capitalize amounts paid to secure or extend these programming rights at the lower of unamortized cost or estimated net realizable value. If management estimates that the unamortized cost of programming rights exceeds the estimated net realizable value, an adjustment is recorded to reduce the carrying value of the programming rights. No such write down was deemed necessary during the years ended December 31, 2013, 2012 and 2011. We amortize these programming rights over the term of the related license agreements or the number of exhibitions, whichever occurs first. The amortization of these rights, which was $9.3 million, $7.4 million and $6.0 million for the years ended December 31, 2013, 2012 and 2011, respectively, is recorded as part of cost of revenues in the accompanying consolidated statements of operations. Accumulated amortization of the programming rights was $13.8 million and $8.4 million at December 31, 2013 and 2012, respectively. Costs incurred in connection with the purchase of programs to be broadcast within one year are classified as current assets, while costs of those programs to be broadcast subsequently are considered noncurrent. Program obligations are classified as current or noncurrent in accordance with the payment terms of the license agreement. | |||||||||||||||||||
Derivative financial instruments: Our risk management policy is to use derivative financial instruments, primarily interest rate swaps, as appropriate, to manage our exposure to fluctuations in interest rates related to debt with variable interest rates. At December 31, 2013, we do not have any hedging instruments outstanding. We designate these instruments as a hedge of the variability of cash flows to be paid related to our variable-rate debt. The derivative financial instruments are measured at fair value and are recognized as either assets are liabilities in the consolidated balance sheets. Changes in the fair value of a derivative that is highly effective, and that is designated and qualifies as a cash flow hedge, are recognized in other comprehensive income (loss). We formally assess, both at the hedge's inception and on an ongoing basis, whether the derivative that is used in a hedging transaction is highly effective in offsetting changes in cash flows of the underlying hedged item. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, we discontinue hedge accounting prospectively. | |||||||||||||||||||
Property and equipment: Property and equipment are recorded at cost. Depreciation is determined using the straight-line method over the expected remaining useful lives of the respective assets. Useful lives range from 1 - 19 years for improvements, equipment, buildings and towers. Upon retirement or other disposition, the cost and related accumulated depreciation of the assets are removed from the accounts and the resulting gain or loss is reflected in the determination of net income or loss. Expenditures for maintenance and repairs are expensed as incurred. Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. | |||||||||||||||||||
Goodwill and other intangibles: The Company's goodwill was recorded as a result of the Company's business combinations using the acquisition method of accounting. Indefinite lived intangible assets include a broadcast license, and a trademark. Other intangible assets include customer relationships and affiliate agreements with an estimated useful life of six to ten years. Other intangible assets are amortized over their estimated lives using the straight-line method. Costs incurred to renew or extend the term of recognized intangible assets are capitalized and amortized over the useful life of the asset. | |||||||||||||||||||
The Company tests its broadcast license annually for impairment or whenever events or changes in circumstances indicate that such assets might be impaired. The impairment test consists of a comparison of the fair value of these assets with their carrying amounts using a discounted cash flow valuation method, assuming a hypothetical start-up scenario. | |||||||||||||||||||
The Company tests its goodwill annually for impairment or whenever events or changes in circumstances indicate that goodwill might be impaired. The first step of the goodwill impairment test compares the fair value of each reporting unit with its carrying amount, including goodwill. The fair value of the reporting units are determined through the use of a discounted cash flow analysis incorporating variables such as revenue projections, projected operating cash flow margins, and discount rates. | |||||||||||||||||||
The valuation assumptions used in the discounted cash flow model reflect historical performance of the Company and prevailing values in the broadcast and cable markets. If the fair value exceeds the carrying amount, goodwill is not considered impaired. If the carrying amount exceeds the fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of goodwill with the carrying amount of that goodwill. If the carrying amount of goodwill exceeds the implied fair value, an impairment loss shall be recognized in an amount equal to that excess. | |||||||||||||||||||
The Company tests its other indefinite lived intangible asset annually for impairment or whenever events or changes in circumstances indicate that such asset might be impaired. This analysis is performed by comparing the respective carrying value of the asset to the current and expected future cash flows, on an undiscounted basis, to be generated from such asset. If such analysis indicates that the carrying value of this asset is not recoverable, the carrying value of such asset is reduced to fair value. | |||||||||||||||||||
Deferred financing costs: Deferred financing costs are recorded net of accumulated amortization. Amortization is calculated on the effective-interest method over the term of the applicable loan. Amortization of deferred financing costs was $0.7 million, $0.9 million and $0.7 million which is included in interest expense, net in the accompanying consolidated statements of operations for the years ended December 31, 2013, 2012 and 2011, respectively. Accumulated amortization of deferred financing costs was $0.2 million and $1.5 million at December 31, 2013 and 2012, respectively. | |||||||||||||||||||
Income taxes: Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |||||||||||||||||||
We record foreign withholding tax, which is withheld by foreign customers from their remittances to us, on a gross basis as a component of income taxes and separate from revenue in the consolidated statement of operations. | |||||||||||||||||||
We follow the accounting standard on accounting for uncertainty in income taxes, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained upon examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also addresses de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods. To the extent that interest and penalties are assessed by taxing authorities on any underpayment of income taxes, such amounts are accrued and classified as a component of income tax expense. | |||||||||||||||||||
Fair value of financial instruments: The carrying amounts of cash, accounts receivable and accounts payable approximate fair value because of the short maturity of these items. The carrying value of the long-term debt approximates fair value because this instrument bears interest at a variable rate and is at terms currently available to the Company. The fair value of the derivative financial instrument is the estimated amount the Company would pay to terminate the interest rate swap agreement at the reporting date, taking into account current interest rates and the creditworthiness of the counterparty for an asset and creditworthiness of the Company for a liability. | |||||||||||||||||||
Generally accepted accounting principles establish a framework for measuring fair value and expanded disclosures about fair value measurements. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. Under this guidance, assets and liabilities carried at fair value must be classified and disclosed in one of the following three categories: | |||||||||||||||||||
Level 1—inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date. | |||||||||||||||||||
Level 2—inputs to the valuation methodology include quoted prices in markets that are not active or quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |||||||||||||||||||
Level 3—inputs to the valuation methodology are unobservable, reflecting the entity's own assumptions about assumptions market participants would use in pricing the asset or liability. | |||||||||||||||||||
The categorization of an asset or liability within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. | |||||||||||||||||||
Fair value of the Company's derivative financial instruments are measured at fair value on a recurring basis and derived using valuation models that take into account the contract terms such as maturity dates, interest rate yield curves, the Company's creditworthiness as well as that of the counterparty and other data. The data sources utilized in these valuation models that are significant to the fair value measurement are Level 2 in the fair value hierarchy. We did not have any derivative financial instruments outstanding at December 31, 2013. | |||||||||||||||||||
The Company's programming rights and goodwill are classified as Level 3 in the fair value hierarchy, as they are measured at fair value on a non-recurring basis and are adjusted to fair value only when the carrying values exceed their fair values. For the years ended December 31, 2013, 2012 and 2011 there were no adjustments to fair value. | |||||||||||||||||||
Recent accounting pronouncements: In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU clarifies guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are currently evaluating the expected effects of this ASU; however, we do not anticipate that our adoption of this ASU will result in a material change in our financial statement presentation. | |||||||||||||||||||
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. ASU No. 2013-01 clarifies that ordinary trade receivables and receivables are not in the scope of ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. Specifically, ASU No. 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. Entities were required to apply the amendments in ASU No. 2013-01 for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. An entity was required to provide the required disclosures retrospectively for all periods presented. The effective date is the same as the effective date of ASU No. 2011-11. Effective January 1, 2013, we implemented this ASU without any impact to our financial statements. | |||||||||||||||||||
In February 2013, the FASB issued guidance related to reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The amendments do not change the current requirements for reporting net income or other comprehensive income in financial statements. These amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional details about those amounts. For public entities, the amendments are effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2012. The Company adopted this guidance effective January 1, 2013. The adoption did not have a material effect on the Company's consolidated financial statements. | |||||||||||||||||||
In July 2012, the Financial Accounting Standards Board ("FASB") issued guidance that is intended to reduce the cost and complexity of the annual impairment test for indefinite-lived intangible assets other than goodwill by providing entities an option to perform a qualitative assessment to determine whether a quantitative impairment test is necessary. The revised standard is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, but early adoption is permitted. The Company adopted this guidance effective January 1, 2013, and the adoption did not have any impact upon the Company's consolidated financial statements as the Company did not perform a qualitative assessment. | |||||||||||||||||||
Use of estimates: In preparing these consolidated financial statements, management had to make estimates and assumptions that affected the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the balance sheets date, and the reported revenues and expenses for the years then ended. Such estimates are based on historical experience and other assumptions that are considered appropriate in the circumstances. However, actual results could differ from those estimates. | |||||||||||||||||||
Business_Combination
Business Combination | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Business Combination | ' | |||||||
Business Combination | ' | |||||||
Note 2. Business Combination | ||||||||
On April 4, 2013, the merger by and among Cinelatino, WAPA and Azteca providing for the acquisition of Cinelatino and the combination of WAPA and Azteca as indirect, wholly-owned subsidiaries of Hemisphere (the "Transaction") was consummated. The primary purpose of the Transaction was to create a Spanish-language media company targeting the Hispanic broadcast and cable television network business. | ||||||||
The Transaction was accounted for by applying the acquisition method, which requires the determination of the accounting acquirer, the acquisition date, the fair value of the purchase consideration to be transferred, the fair value of assets and liabilities of the acquiree and the measurement of goodwill. ASC Topic 805-10, "Business Combinations—Overall" ("ASC 805-10") provides that in identifying the acquiring entity in a business combination effected primarily through an exchange of equity interests, the acquirer is usually the entity that issues equity interests but all pertinent facts and circumstances must be considered in determining the acquirer. Other pertinent facts and circumstances to consider include the relative voting rights of the shareholders of the constituent companies in the combined entity, the composition of the board of directors and senior management of the combined company, the relative size of each company and the terms of the exchange of equity interests in the Transaction, including payment of any premium. Although Hemisphere issued the equity interests in the Transaction, since it is a new entity formed solely to issue these equity interests to effect the Transaction it would not be considered the acquirer and one of the combining entities that existed before the transaction must be identified as the acquirer. Based on the following, WAPA is the accounting acquirer and predecessor, whose historical results are the results of Hemisphere: | ||||||||
i. | ||||||||
WAPA shareholders obtained approximately 46.4% of the post-Transaction common shares of stock and 59.9% of the voting rights in the combined entities; | ||||||||
ii. | ||||||||
WAPA, through its parent company, InterMedia Partners VII, L.P. ("InterMedia Partners"), has the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity, as they represent five of the nine directors on the combined entity board of directors, including the Chief Executive Officer; and | ||||||||
iii. | ||||||||
WAPA's historical revenues represent approximately 69.0% of the total revenues of the combined entities. | ||||||||
As WAPA is the accounting acquirer (and legal acquiree), the Transaction is considered to be a reverse acquisition. Since WAPA issued no consideration in the Transaction, unless the fair value of accounting acquirees' equity interests are more reliably measurable, the fair value of the consideration transferred by WAPA would be based on the number of shares WAPA would have had to issue to give owners of the other entities in the transaction the same percentage ownership in the combined entities that results from the Transaction. In this situation, since Azteca's shares were publicly traded and they are one of the combining entities in this Transaction, the fair value of those shares are considered to be more reliably measurable than the fair value of WAPA's shares and therefore were used to determine the fair value of the consideration transferred for the acquisition of Cinelatino, which is the other operating entity involved in this Transaction. | ||||||||
Total consideration transferred by WAPA (accounting acquirer) to Cinelatino (accounting acquiree) was $129.4 million based on: (i) cash consideration of $3.8 million (funded from cash on hand), plus (ii) 12,567,538 shares with a fair value of $128.8 million based on the Company's opening share price of $10.25 per share on the date following the consummation of the Transaction for each share of the Company's common stock to be received by Cinelatino stockholders in the Transaction, (iii) less contingently returnable consideration with a fair value of $3.2 million. The $3.2 million represents the difference between the fair value of $11.7 million of 1,142,504 shares of Hemisphere Class B common stock that are subject to forfeiture in the event the closing market price of Hemisphere Class A common stock does not equal or exceed $12.50 and $15.00 for any twenty trading days within at least one 30-day trading period (within 36 months of the date of the Transaction) and the estimated fair value of $8.5 million of these shares using a Monte Carlo simulation model. Subsequent to the consummation of the Transaction, 571,252 shares, with fair value of $1.2 million, have achieved the $12.50 trading price are no longer subject to forfeiture and are included in additional paid-in capital. Significant assumptions utilized in the Monte Carlo simulation model include: | ||||||||
• | ||||||||
Stock Price: $10.25 | ||||||||
• | ||||||||
Volatility: 32.5% | ||||||||
• | ||||||||
Risk-Free Rate: 0.69% | ||||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in the acquisition of Cinelatino (amounts in thousands): | ||||||||
Cash | $ | 12,865 | ||||||
Accounts receivable | 4,053 | |||||||
Programming rights | 4,460 | |||||||
Prepaid expenses and other assets | 940 | |||||||
Property and equipment, net | 21 | |||||||
Other assets | 336 | |||||||
Intangible asset—affiliate agreements | 37,900 | |||||||
Current liabilities | (6,272 | ) | ||||||
Deferred tax liabilities | (12,594 | ) | ||||||
Long-term debt | (32,097 | ) | ||||||
| | | | | ||||
Fair value of identifiable net assets acquired | 9,612 | |||||||
Goodwill | 119,812 | |||||||
| | | | | ||||
Total | $ | 129,424 | ||||||
| | | | | ||||
| | | | | ||||
The estimated fair values of Cinelatino's affiliate agreements of $37.9 million, was determined using a discounted cash flow method based on expected renewal rates utilizing a 10% discount rate. These intangible assets will be amortized on a straight-line basis over 6 years. | ||||||||
The accounts receivable acquired have a fair value of $4.1 million and all contractual receivables are expected to be collected. | ||||||||
During the three months ended December 31, 2013, the Company finalized its acquisition accounting. As a result, a deferred tax asset related to tax goodwill recognized in the previous acquisition of Cinelatino in 2007 was reversed in the opening balance sheet, resulting in an increase in goodwill of $14.3 million. | ||||||||
Goodwill of $119.8 million is the excess of the net consideration transferred over the fair value of the identifiable net assets acquired, and primarily represents the benefits the Company expects to realize from the acquisition. The goodwill associated with the Transaction is not deductible for tax purposes. | ||||||||
The number of shares of stock of the Company issued and outstanding immediately following the consummation of the Transaction is summarized as follows (amounts in thousands): | ||||||||
Number of | ||||||||
Shares | ||||||||
Azteca public shares outstanding prior to the Transaction | 10,000 | |||||||
Azteca founder shares(1) | 2,500 | |||||||
| | | | | ||||
Total Azteca shares outstanding prior to the Transaction | 12,500 | |||||||
Less: Shareholders of Azteca public shares redeemed | (1,259 | ) | ||||||
Less: Azteca founder shares cancelled | (250 | ) | ||||||
Shares issued to WAPA member(2) | 20,432 | |||||||
Shares issued to Cinelatino stockholders(3) | 12,568 | |||||||
| | | | | ||||
Total shares outstanding at closing, April 4, 2013 | 43,991 | |||||||
| | | | | ||||
| | | | | ||||
-1 | ||||||||
Includes 985,294 shares of Hemisphere Class A common stock which are subject to forfeiture in the event the market price of Hemisphere Class A common stock does not meet certain levels. | ||||||||
-2 | ||||||||
Includes 1,857,496 shares of Hemisphere Class B common stock, which were issued in the Transaction by Hemisphere that are subject to forfeiture in the event the market price of Hemisphere Class A common stock does not meet certain levels. | ||||||||
-3 | ||||||||
Includes 1,142,504 shares of Hemisphere Class B common stock, which were issued in the Transaction by Hemisphere that are subject to forfeiture in the event the market price of Hemisphere Class A common stock does not meet certain levels. | ||||||||
The cash flows related to the Transaction are summarized as follows (amounts in thousands): | ||||||||
Amount | ||||||||
Cash in trust at Azteca | $ | 100,520 | ||||||
Cash on hand at Cinelatino | 12,865 | |||||||
Less: Redemption of Azteca public shares | (12,652 | ) | ||||||
Less: Cash consideration paid to Azteca warrant holders | (7,333 | ) | ||||||
Less: Cash consideration paid to WAPA member and Cinelatino stockholders | (5,000 | ) | ||||||
Less: Payment of Azteca fees and expenses | (5,963 | ) | ||||||
| | | | | ||||
Total transaction proceeds at closing, April 4, 2013 | $ | 82,437 | ||||||
| | | | | ||||
| | | | | ||||
Pro Forma Information | ||||||||
The following table sets forth the unaudited pro forma results of operations assuming that the Transaction occurred on January 1, 2012 (amounts in thousands): | ||||||||
Pro Forma | ||||||||
2013 | 2012 | |||||||
Net revenues | 92,109 | $ | 95,006 | |||||
| | | | | | | | |
Operating Expenses: | ||||||||
Cost of revenues | 35,004 | 37,547 | ||||||
Selling, general and administrative | 19,440 | 18,983 | ||||||
Depreciation and amortization | 10,343 | 10,048 | ||||||
Loss (gain) on disposition of assets | 199 | (1 | ) | |||||
| | | | | | | | |
Total operating expenses | 64,986 | 66,577 | ||||||
| | | | | | | | |
Operating income | $ | 27,123 | $ | 28,429 | ||||
| | | | | | | | |
| | | | | | | | |
The unaudited pro forma results of operations set forth above include the operating results of Cinelatino as if the acquisition occurred on January 1, 2012, and the amortization of intangibles created as a result of the Transaction, and excludes all transaction related fees and expenses, non-recurring expenses (primarily a $3.8 million charge as a result of the termination of a certain service agreement with MVS which is recorded within selling, general and administrative expenses in the consolidated statement of operations), and stock-based compensation expense. Additionally, the 2012 pro forma results do not reflect corporate overhead and public company costs. The Company incurred $5.7 million of expenses related to the Transaction, and the pending acquisition of Media World, LLC (see Note 13), which is recorded within operating expenses in other expenses in the consolidated statement of operations. | ||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions | ' |
Related Party Transactions | ' |
Note 3. Related Party Transactions | |
The Company has various agreements with MVS as follows: | |
• | |
An agreement through August 1, 2017 pursuant to which MVS provides Cinelatino with satellite and support services including origination, uplinking and satellite delivery of two feeds of Cinelatino's channel (for U.S. and Latin America), master control and monitoring, dubbing, subtitling and close captioning, and other support services (the "Satellite and Support Services Agreement"). The annual fee for the services is approximately $2.1 million. Total expenses incurred were $1.6 million, $0 and $0 for the years ended December 31, 2013, 2012 and 2011, respectively, and are included in cost of revenues. | |
• | |
A ten-year master license agreement through July 2017, which grants MVS the non-exclusive right (except with respect to pre-existing distribution arrangements between MVS and third party distributors that are effective at the time of the consummation of the Transaction) to duplicate, distribute and exhibit Cinelatino's service via cable, satellite or by any other means in Latin America and in Mexico to the extent that Mexico distribution is not owned by MVS. Pursuant to the agreement, Cinelatino receives revenue net of MVS's distribution fees, which is presently equal to 13.5% of all license fees collected from distributors in Latin America and Mexico. Total revenues recognized were $ 2.7 million, $0 and $0 for the years ended December 31, 2013, 2012 and 2011, respectively. | |
• | |
A six-year affiliation agreement through August 1, 2017 for the distribution and exhibition of Cinelatino's programming service through Dish Mexico (dba Commercializadora de Frecuencias Satelitales, S de R.L. de C.V.), an MVS affiliate that transmits television programming services throughout Mexico. Total revenues recognized were $1.3 million, $0 and $0 for the years ended December 31, 2013, 2012 and 2011 respectively. | |
• | |
A distribution agreement that gave MVS the exclusive right to negotiate the terms of the distribution, sub-distribution and exhibition of Cinelatino throughout the United States of America. The agreement stipulated a distribution fee of 13.5% of the revenue received from all multiple system operators. Upon consummation of the Transaction on April 4, 2013, the agreement was terminated effective January 1, 2013. In consideration for such termination, the Company made a cash payment to MVS in an amount equal to $3.8 million, which is reflected in selling, general and administrative expenses. See Note 2. | |
• | |
In November 2013, Cine Latino licensed six movies from MVS. The agreement granted Cinelatino certain cable television and free video on demand rights in the United States, its territories, possessions, and commonwealths (including Puerto Rico), and Latin America (excluding Brazil). Expenses incurred under this agreement are included in selling, general and administrative expenses and amounted to $18,097 for the year ended December 31, 2013. At December 31, 2013, $72,113 is included in programming rights related to this agreement. | |
Amounts due from MVS pursuant to the agreements noted above, net of an allowance for doubtful accounts, amounted to $ 2.1 million and $0 at December 31, 2013 and 2012, respectively, and are remitted monthly. Amounts due to MVS pursuant to the agreements noted above amounted to $0.5 million and $0 at December 31, 2013 and 2012, respectively, and are remitted monthly. | |
We entered into a three-year consulting agreement effective April 9, 2013 with James M. McNamara, a member of the Company's board of directors, to provide the development, production and maintenance of programming, affiliate relations, identification and negotiation of carriage opportunities, and the development, identification and negotiation of new business initiatives including sponsorship, new channels, direct-to-consumer programs and other interactive initiatives. Prior to that, Cinelatino entered into a consulting agreement with an entity owned by James M. McNamara. Total expenses incurred under these agreements are included in selling, general and administrative expenses and amounted to $0.2 million for the year ended December 31, 2013. Amounts due this related party at December 31, 2013 were $0. | |
The Company also entered into programming agreements with an entity owned by James M. McNamara for the distribution of three specific movie titles. Expenses incurred under this agreement are included in selling, general and administrative expenses in the accompanying consolidated statements of operations and amounted to $7,850, $0 and $0 for the years ended December 31, 2013, 2012 and 2011, respectively. At December 31, 2013 and 2012, $0.1 million and $0, respectively, is included in other assets in the accompanying consolidated balance sheets as prepaid programming related to these agreements. | |
During 2013, Cinelatino engaged Pantelion to assist Cinelatino in the theatrical distribution of Nosotros Los Nobles, a feature film licensed by Cinetino, in the United States. Pantelion is a studio made up of several organizations, including Panamax Films, LLC ("Panamax"), Lions Gate and Grupo Televisa. Panamax is owned by James McNamara, who is also the Chairman of Pantelion. Cinelatino agreed to pay to Pantelion in connection with their services no more than 12.5% of all Cinelatino's "rentals" (box-office proceeds earned by Cinetino during Nosototros Los Nobles' theatrical run) and reimbursable expenses. Total expenses incurred are included in cost of revenues in the accompanying consolidated statements of operations and amounted to $0.3 million for the year ended December 31, 2013. Amounts due Pantelion at December 31, 2013 totaled $0.2 million. | |
In March 2011, WAPA entered into an agreement with InterMedia Partners VII, L.P., to provide management services, including strategic planning, assistance with licensing of programming rights, and participation in distribution negotiations with cable and satellite operators (the "Management Services Fee"). The Management Services Fee is payable so long as no default shall have occurred or would result therefrom. Pursuant to the loan agreement, the payment of the Management Services Fee is expressly subordinate and junior in right of payment and exercise of remedies to the payment in full of the WAPA term loan. Total expenses for management services amounted to $0.6 million in each of the years ended December 31, 2012 and 2011, respectively. Upon consummation of the Transaction on April 4, 2013, this agreement was terminated retroactively to January 1, 2013 and no expenses for management services were incurred in the year ended December 31, 2013. | |
We entered into a services agreement effective April 4, 2013 with InterMedia Advisors, LLC ("IMA"), which has officers, directors and stockholders in common with the Company, to provide services including, without limitation, office space, operational support and employees acting in a consulting capacity. Prior to that, the Company reimbursed IMA for payments made on the Company's behalf for similar services. Amounts due to this related party amounted to $38,705 at December 31, 2013. Such expenses are included in selling, general and administrative expenses and amounted to $0.1 million for the year ended December 31, 2013. | |
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property and Equipment | ' | |||||||
Property and Equipment | ' | |||||||
Note 4. Property and Equipment | ||||||||
Property and equipment at December 31, 2013 and 2012 consists of the following (amounts in thousands): | ||||||||
2013 | 2012 | |||||||
Land and improvements | $ | 8,724 | $ | 8,724 | ||||
Building | 6,827 | 6,734 | ||||||
Equipment | 21,880 | 21,105 | ||||||
Towers | 5,260 | 5,117 | ||||||
| | | | | | | | |
42,691 | 41,680 | |||||||
Less: accumulated depreciation | (19,581 | ) | (16,080 | ) | ||||
| | | | | | | | |
23,110 | 25,600 | |||||||
Equipment installations in progress | 1,565 | 1,261 | ||||||
| | | | | | | | |
$ | 24,675 | $ | 26,861 | |||||
| | | | | | | | |
| | | | | | | | |
Depreciation expense was $3.8 million, $3.5 million and $3.2 million for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||
Note 5. Goodwill and Intangible Assets | ||||||||||||||
Goodwill and intangible assets consist of the following at December 31, 2013 and 2012 (amounts in thousands): | ||||||||||||||
December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Broadcast license | $ | 41,356 | $ | 41,356 | ||||||||||
Goodwill | 130,794 | 10,983 | ||||||||||||
Other intangibles | 34,610 | 1,678 | ||||||||||||
| | | | | | | | |||||||
Total intangible assets | $ | 206,760 | $ | 54,017 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
A summary of changes in the Company's goodwill and other indefinite lived intangible assets, on a net basis, for the years ended December 31, 2013 and 2012 is as follows (amounts in thousands) | ||||||||||||||
Net Balance at | Additions | Impairment | Net Balance at | |||||||||||
December 31, 2012 | December 31, 2013 | |||||||||||||
Broadcast license | $ | 41,356 | $ | — | $ | — | $ | 41,356 | ||||||
Goodwill | 10,983 | 119,811 | — | 130,794 | ||||||||||
Other intangibles | 700 | — | — | 700 | ||||||||||
| | | | | | | | | | | | | | |
Total indefinite-lived intangible assets | $ | 53,039 | $ | 119,811 | $ | — | $ | 172,850 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Net Balance at | Additions | Impairment | Net Balance at | |||||||||||
December 31, 2011 | December 31, 2012 | |||||||||||||
Broadcast license | $ | 41,356 | $ | — | $ | — | $ | 41,356 | ||||||
Goodwill | 10,983 | — | — | 10,983 | ||||||||||
Other intangibles | 700 | — | — | 700 | ||||||||||
| | | | | | | | | | | | | | |
Total indefinite-lived intangible assets | $ | 53,039 | $ | — | $ | — | $ | 53,039 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
A summary of the changes in the Company's other amortizable intangible assets for the years ended December 31, 2013 and 2012 is as follows (amounts in thousands): | ||||||||||||||
Balance at | Additions | Amortization | Net Balance at | |||||||||||
December 31, 2012 | December 31, 2013 | |||||||||||||
Affiliate relationships | $ | 978 | $ | 37,900 | $ | (4,968 | ) | $ | 33,910 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Balance at | Additions | Amortization | Balance at | |||||||||||
December 31, 2011 | December 31, 2012 | |||||||||||||
Affiliate relationships | $ | 1,208 | $ | — | $ | (230 | ) | $ | 978 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The aggregate amortization expense of the Company's amortizable intangible assets was $5.0 million, $0.2 million and $0.2 million for the years ended December 31, 2013, 2012 and 2011. The weighted average remaining amortization period is 5.1 years at December 31, 2013. | ||||||||||||||
Future estimated amortization expense is as follows (amounts in thousands): | ||||||||||||||
Year Ending December 31, | Amount | |||||||||||||
2014 | $ | 6,547 | ||||||||||||
2015 | 6,547 | |||||||||||||
2016 | 6,547 | |||||||||||||
2017 | 6,374 | |||||||||||||
2018 | 6,316 | |||||||||||||
2019 and thereafter | 1,579 | |||||||||||||
| | | | | ||||||||||
$ | 33,910 | |||||||||||||
| | | | | ||||||||||
| | | | | ||||||||||
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Income Taxes | ' | ||||||||||
Income Taxes | ' | ||||||||||
Note 6. Income Taxes | |||||||||||
For the years ended December 31, 2013, 2012 and 2011, income tax expense is composed of the following (amounts in thousands): | |||||||||||
2013 | 2012 | 2011 | |||||||||
Current income tax expense | $ | 2,101 | $ | 4,566 | $ | 1,175 | |||||
Deferred income tax expense | 1,029 | 1,719 | 2,809 | ||||||||
| | | | | | | | | | | |
$ | 3,130 | $ | 6,285 | $ | 3,984 | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Current tax expense for the years ended December 31, 2013, 2012 and 2011 includes $1.9 million, $36,845 and $74,929 of foreign withholding tax, respectively. | |||||||||||
For the years ended December 31, 2013, 2012 and 2011, the Company's income tax expense and effective tax rates were as follows: | |||||||||||
2013 | 2012 | 2011 | |||||||||
Pre-tax book income—US Only | 34 | % | 34 | % | 34 | % | |||||
Pre-tax book income—PR Only | -3.85 | % | 24.72 | % | — | ||||||
Permanent items | -164.63 | % | 0.34 | % | 0.13 | % | |||||
Return to provision true-ups | 27.92 | % | -0.11 | % | — | ||||||
Foreign rate differential | -7.43 | % | -3.87 | % | — | ||||||
Branch tax benefit and foreign tax credits | 90.23 | % | -16.93 | % | — | ||||||
Current/deferred—rate difference | 0.85 | % | 0.43 | % | — | ||||||
Change in valuation allowance | -212.63 | % | — | — | |||||||
Deferred foreign tax credit offset | -20.39 | % | -1.55 | % | — | ||||||
State rate change | 146.93 | % | — | — | |||||||
Federal rate change | -152.83 | % | -0.86 | % | — | ||||||
| | | | | | | | | | | |
-261.83 | % | 36.17 | % | 34.13 | % | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
For the year ended December 31, 2013, the items that significantly affect the differences between the tax provision calculated at the statutory federal income tax rate and the actual tax benefit recorded relate to permanent differences related to non-deductible expenses in conjunction with the Transaction, increases in taxes in Puerto Rico that will not generate offsetting U.S. foreign tax credits and the change in the valuation allowance. For the years ended December 31, 2012 and 2011, the items that significantly affected the differences between the tax provision calculated at the statutory federal income tax rate and the actual tax benefit recorded, were increases in taxes in Puerto Rico that will not generate offsetting U.S. foreign tax credits and permanent differences for meals and entertainment, respectively. The Company may be audited by federal, state and local tax authorities, and from time to time these audits could result in proposed assessments. The Company has open tax years from 2008 forward for federal and state tax purposes. The Company believes appropriate provisions for all outstanding issues have been made for all jurisdictions and all open years. | |||||||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities calculated for financial reporting purposes and the amounts calculated for preparing its income tax returns in accordance with tax regulations and the net tax effects of operating loss and tax credits carried forward. Net deferred tax assets consist of the following components as of December 31, 2013 and 2012 (amounts in thousands): | |||||||||||
2013 | 2012 | ||||||||||
Deferred tax assets: | |||||||||||
Allowances for doubtful accounts | $ | 884 | $ | 103 | |||||||
Interest rate swap agreement | — | 87 | |||||||||
Deferred branch tax benefit | 17,159 | 13,551 | |||||||||
Deferred income | 48 | 58 | |||||||||
Accrued expenses | 3,052 | 2,886 | |||||||||
Foreign tax credit | 3,059 | 1,322 | |||||||||
Stock compensation | 1,962 | — | |||||||||
Intangibles | 2,281 | 1,495 | |||||||||
| | | | | | | | ||||
28,445 | 19,502 | ||||||||||
Less: valuation allowance | (2,514 | ) | — | ||||||||
| | | | | | | | ||||
25,931 | 19,502 | ||||||||||
| | | | | | | | ||||
Deferred tax liabilties: | |||||||||||
Prepaid expenses | (166 | ) | (85 | ) | |||||||
Intangibles | (30,600 | ) | (12,116 | ) | |||||||
Property and equipment | (4,215 | ) | (3,389 | ) | |||||||
Amortization expense | (1,043 | ) | — | ||||||||
Other liabilities | (82 | ) | — | ||||||||
| | | | | | | | ||||
Total deferred tax liabilities | (36,106 | ) | (15,590 | ) | |||||||
| | | | | | | | ||||
$ | (10,175 | ) | $ | 3,912 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
The deferred tax amounts mentioned above have been classified on the accompanying consolidated balance sheets at December 31, 2013 and 2012 as follows (amounts in thousands) | |||||||||||
2013 | 2012 | ||||||||||
Current assets | $ | — | $ | 3,049 | |||||||
Noncurrent assets | — | 863 | |||||||||
| | | | | | | | ||||
$ | — | $ | 3,912 | ||||||||
| | | | | | | | ||||
| | | | | | | | ||||
Current liabilities | $ | 8,135 | $ | — | |||||||
Noncurrent liabilities | 2,040 | — | |||||||||
| | | | | | | | ||||
$ | 10,175 | $ | — | ||||||||
| | | | | | | | ||||
| | | | | | | | ||||
The realization of deferred tax assets depends on the generation of sufficient taxable income of the appropriate character and in the appropriate taxing jurisdiction during the future periods in which the related temporary differences become deductible. A valuation allowance is provided to reduce such deferred tax assets to amounts more likely than not to be ultimately realized. For the year ended December 31, 2013, the Company has provided a valuation allowance of $2.5 million on the deferred tax assets to reduce the total amount that management believes will be ultimately realized, due to the change in the Puerto Rico corporate tax rate from 30% to 39% in June 2013. For the year ended December 31, 2012, the Company believed it was more likely than not that it will realize the benefits of all of these deductible differences and did not provide a valuation allowance. | |||||||||||
At December 31, 2013 and 2012, the Company has foreign tax credit carryforwards for U.S. federal purposes totaling $3.1 million and $1.3 million, respectively, which expire during the years 2018 through 2023. | |||||||||||
Upon audit, taxing authorities may prohibit the realization of all or part of an uncertain tax position. While the Company has no history of tax audits, the Company regularly assesses the outcome of potential examinations in each of the tax jurisdictions when determining the adequacy of the amount of unrecognized tax benefit recorded. The Company recognizes interest and penalties related to uncertain tax positions, if any, in income tax expense. As of December 31, 2013 and 2012, the Company has accrued no uncertain tax position reserves or related interest and penalties. | |||||||||||
LongTerm_Debt
Long-Term Debt | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Long-Term Debt | ' | |||||||
Long-Term Debt | ' | |||||||
Note 7. Long-Term Debt | ||||||||
Long-term debt as of December 31, 2013 and 2012 consists of the following (amounts in thousands): | ||||||||
2013 | 2012 | |||||||
Senior Notes due March 2016 | $ | — | $ | 57,012 | ||||
Senior Notes due July 2020 | 172,481 | — | ||||||
Less: Current portion | (1,750 | ) | (4,608 | ) | ||||
| | | | | | | | |
$ | 170,731 | $ | 52,404 | |||||
| | | | | | | | |
| | | | | | | | |
Senior Notes due July 2020: On July 30, 2013 certain of our subsidiaries entered into a credit agreement providing for a $175.0 million senior secured term loan B facility (the "Term Loan Facility") which matures on July 30, 2020 The Term Loan Facility also provides an uncommitted accordion option (the "Incremental Facility") allowing for additional borrowings under the Term Loan Facility up to an aggregate principal amount equal to (i) $20 million plus (ii) an additional amount up to 4.0x 1st lien net leverage. The obligations under the Term Loan Facility are guaranteed by HMTV, LLC, a direct wholly-owned subsidiary of the Company, and all of the Company's existing and future subsidiaries (subject to certain exceptions in the case of immaterial subsidiaries). The Term Loan Facility is secured by a first-priority perfected security interest in substantially all of the assets of the Company. Pricing on the Term Loan Facility was set at LIBOR plus 500 basis points (with a LIBOR floor of 1.25%), resulting in an effective interest rate 6.25%, and 1.0% of original issue discount ("OID"). The OID of $1.7 million, net of accumulated amortization of $0.1 million at December 31, 2013, is recorded as a reduction to the principal amount of the Term Loan Facility outstanding and will be amortized as a component of interest expense over the term of the Term Loan Facility. The proceeds of the loan were used to repay in full all outstanding debt obligations at the Company's subsidiaries (the Senior Notes due March 2016 and June 2017), to pay fees and expenses associated with the financing, and for general corporate purposes including potential future acquisitions. The Company recorded $3.3 million of debt issue costs associated with the Term Loan Facility, net of accumulated amortization of $0.2 million at December 31, 2013. | ||||||||
In connection with the repayment of the Senior Notes due March 2016 and June 2017, the Company wrote off unamortized debt issuance costs of $1.6 million, which is recorded as a loss on the early extinguishment of debt in the accompanying consolidated statements of operations. | ||||||||
The Term Loan Facility principal payments are payable on quarterly due dates commencing September 30, 2013 and a final installment on July 30, 2020. | ||||||||
In addition, pursuant to the terms of the Term Loan Facility, within 90 days after the end of each fiscal year (commencing with the fiscal year ending December 31, 2014), the Borrowers are required to make a prepayment of the loan principal in an amount equal to 50% of the excess cash flow of the most recently completed fiscal year. Excess cash flow is generally defined as net income plus depreciation and amortization expense, less mandatory prepayments of the term loan, interest charges, income taxes and capital expenditures, and adjusted for the change in working capital. The percentage of the excess cash flow used to determine the amount of the prepayment of the loan declines from 50% to 25% and again to 0% at lower leverage ratios. | ||||||||
Senior Notes due March 2016: On March 31, 2011, Español and WAPA PR, collectively referred to in this note as the "Borrowers", entered into a loan agreement that included a $66.0 million term loan and a $10.0 million revolving credit line with a maturity of March 31, 2016. The loan was guaranteed by WAPA, the direct holding company of Español and WAPA PR, and its wholly-owned subsidiaries other than the Borrowers and secured by a first-priority perfected lien on all capital stock of and equity interests in each of the Borrowers and all other property and assets (tangible and intangible) of the Borrowers, whenever acquired and wherever located, subject to certain exceptions. The loan was repaid in full in connection with the closing of the Term Loan Facility as discussed above. Amounts outstanding under the term loan at December 31, 2013 and 2012 were $0 and $57.0 million respectively. | ||||||||
There was an annual commitment fee of 0.75%, paid quarterly, on the revolving credit line for the unfunded amounts calculated daily as the amount by which the aggregate revolving credit line limit exceeds the aggregate outstanding unpaid principal amount. The commitment fees were $37,192, $75,000 and $60,000 for the years ended December 31, 2013, 2012 and 2011, respectively. The revolving credit line was terminated on July 30, 2013 in connection with the closing of the Term Loan Facility. At December 31, 2013 and 2012, there were no outstanding balances due under the revolving credit commitment. | ||||||||
On April 13, 2011, WAPA entered into a two-year interest rate swap agreement with an initial notional amount of $33.0 million to receive interest at a variable rate equal to three (3) months LIBOR and to pay interest at a fixed rate of 1.143%. The interest rate swap agreement expired on April 15, 2013. At December 31, 2013 and 2012, this interest rate swap agreement had a fair value of $0 and $0.1 million, respectively, and is recognized in other accrued expenses on the consolidated balance sheets. The Company recognized additional financing income (expense) of $0.1 million, $0.1 million and ($0.2 million) for the years ended December 31, 2013, 2012 and 2011, respectively, related to the change in the fair value of the interest rate swap agreement, which is included in interest expense, net on the consolidated statements of operations. | ||||||||
Senior Notes due June 2017: In connection with the Transaction, described in Note 2, the Company assumed the outstanding balance of Cinelatino's credit facility, in the amount of $30.1 million. The loan was repaid in full in connection with the closing of the Term Loan Facility on July 30, 2013 as discussed above. | ||||||||
The carrying value of the long-term debt approximates fair value at December 31, 2013 and 2012. The estimated fair value of our variable-rate debt is derived from quoted market prices by independent dealers (Level 2 in the fair value hierarchy under ASC 820, Fair Value Measurements and Disclosures). | ||||||||
Following are maturities of long-term debt, at December 31, 2013 (amounts in thousands): | ||||||||
Year Ending December 31, | ||||||||
2014 | $ | 1,750 | ||||||
2015 | 1,750 | |||||||
2016 | 1,750 | |||||||
2017 | 1,750 | |||||||
2018 and thereafter | 167,125 | |||||||
| | | | | ||||
$ | 174,125 | |||||||
| | | | | ||||
| | | | | ||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Stockholders' Equity | ' | |||||||||||||
Stockholder's Equity | ' | |||||||||||||
Note 8. Stockholders' Equity | ||||||||||||||
Capitalization | ||||||||||||||
On April 4, 2013, the merger by and among Cinelatino, WAPA and Azteca providing for the acquisition of Cinelatino and the combination of WAPA and Azteca as indirect, wholly-owned subsidiaries of Hemisphere (the "Transaction") was consummated. | ||||||||||||||
In connection with the Transaction (i) the holders of Cinelatino common stock and the holder of membership interests in WAPA (the "Cinelatino/WAPA Investors") surrendered their respective interests and received an aggregate of 33,000,000 shares of Hemisphere Class B common stock, par value $0.0001 ("Class B common stock"), a cash payment equal to an aggregate of $5.0 million, and purchased 2,333,334 warrants from Azteca founders to purchase Hemisphere Class A common stock, par value $0.0001 (such warrants, "Warrants" and such stock, "Class A common stock"); (ii) each share of Azteca common stock was automatically converted into one share of Class A common stock; (iii) each Amended Azteca Warrant, as defined below, was automatically converted into an equal number of Warrants; and (iv) immediately prior to the consummation of the Transaction, Azteca Acquisition Holdings, LLC and certain existing shareholders of Azteca contributed 250,000 shares of Azteca common stock to Azteca for cancellation and agreed to subject an additional 250,000 shares of Class A common stock to certain forfeiture provisions (in addition to 735,294 shares of Class A common stock already subject to forfeiture under pre-existing agreements) if the market price of shares of Hemisphere Class A common stock does not reach certain levels. Following the consummation of the Transaction, there were 10,991,100 shares of Class A stock outstanding and 33,000,000 shares of Hemisphere Class B stock outstanding. Subsequent to the Transaction, an additional 250,00 shares of Class A restricted stock were issued. From time to time the Company has issued Class A common stock to certain members of management and board of directors as equity compensation, subject to time and performance vesting conditions, as discussed below. | ||||||||||||||
Voting | ||||||||||||||
Class B common stock votes on a 10 to 1 basis with the Class A common stock, which means that each share of Class B common stock will have 10 votes and each share of Class A common stock will have 1 vote. | ||||||||||||||
Equity Incentive Plans | ||||||||||||||
An aggregate of 4.0 million shares of our Class A common stock were authorized for issuance under the terms of the Hemisphere Media Group, Inc. 2013 Equity Incentive Plan (the "2013 Equity Incentive Plan"). During the year ended December 31, 2013, 1.2 million shares of restricted Class A common stock and 1.7 million options to purchase shares of Class A common stock were awarded under the Plan. At December 31, 2013, 1.1 million shares remained available for issuance of stock options or other stock-based awards under our Equity Incentive Plan (including shares of restricted Class A common stock surrendered to the Company in payment of taxes required to be withheld in respect of vested shares of restricted Class A common stock and available for issuance). The expiration date of the 2013 Equity Incentive Plan, on and after which date no awards may be granted, is April 4, 2023. The Company's board of directors administers the 2013 Equity Incentive Plan, and has the sole and plenary authority to, among other things: (i) designate participants; (ii) determine the type, size, and terms and conditions of awards to be granted; (iii) determine the method by which an award may be settled, exercised, canceled, forfeited, or suspended. | ||||||||||||||
The Company's time-based restricted stock awards and option awards generally vest in three equal annual installments beginning on the first anniversary of the grant date, subject to the grantee's continued employment or service with the Company. The Company's event- based restricted stock awards and option awards generally vest either upon the Company's Class A common stock attaining a $12.50 or $15.00 closing price per share, as quoted on the NASDAQ Global Market, on at least 10 trading days, subject to the grantee's continued employment or service with the Company. At December 31, 2013, 250,000 restricted stock awards and 275,000 options have met the $12.50 threshold and are fully vested. Other event-based restricted stock awards granted to certain members of our Board vest on the day preceding the Company's 2014 annual shareholder meeting. | ||||||||||||||
Stock-Based Compensation | ||||||||||||||
Stock-based compensation expense related to stock options and restricted stock was $7.2 million, $0 and $0 for the years ended December 31, 2013, 2012 and 2011, respectively. At December 31, 2013, there was $4.8 million of total unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over weighted-average period of 3.1 years. At December 31, 2013, there was $6.7 million of total unrecognized compensation cost related to non-vested restricted stock, which is expected to be recognized over a weighted-average period of 2.3 years. | ||||||||||||||
Stock Options | ||||||||||||||
The fair value of stock options granted is estimated at the date of grant using the Black-Scholes pricing model for time-based options and the Monte Carlo simulation model for event-based options. The expected term of options granted is derived using the simplified method under ASC 718-10-S99-1/SEC Topic 14.D for "plain vanilla" options and the Monte Carlo simulation for event-based options. Expected volatility is based on the historical volatility of the Company's competitors given its lack of trading history. The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The Company has estimated forfeitures of 1.5%, as the awards are to management for which the Company expects lower turnover, and has assumed no dividend yield, as dividends have never been paid to stock or option holders and will not be paid for the foreseeable future. | ||||||||||||||
Black-Scholes Option Valuation Assumptions | 2013 | |||||||||||||
Risk-free interest rate | .93% - 2.03% | |||||||||||||
Dividend yield | — | |||||||||||||
Volatility | 34.4% - 36.7% | |||||||||||||
Weighted-average expected term (years) | 6 | |||||||||||||
Monte Carlo Option Valuation Assumptions | 2013 | |||||||||||||
Risk-free interest rate | 1.78% | |||||||||||||
Dividend yield | — | |||||||||||||
Volatility | 36.70% | |||||||||||||
Weighted-average expected term (years) | 5.4 - 5.8 | |||||||||||||
The following table summarizes stock option activity for the year ended December 31, 2013 (shares in thousands) | ||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | |||||||||||
shares | average exercise | average | intrinsic | |||||||||||
price | remaining | value | ||||||||||||
contractual | ||||||||||||||
term | ||||||||||||||
Outstanding at January 1, 2013 | — | — | — | — | ||||||||||
Granted | 1,730 | $ | 11.2 | 9.3 | $ | 1,157 | ||||||||
Exercised | — | — | — | — | ||||||||||
Forfeited | — | — | — | — | ||||||||||
Expired | — | — | — | — | ||||||||||
| | | | | | | | | | | | | | |
Outstanding at December 31, 2013 | 1,730 | $ | 11.2 | 9.3 | $ | 1,157 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Exercisable at December 31, 2013 | 275 | $ | 10.2 | 9.3 | $ | 459 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
The weighted average grant date fair value of options granted for the year ended December 31, 2013 was $4.21. At December 31, 2013, 300,000 options granted are unvested, event-based options. | ||||||||||||||
Restricted Stock | ||||||||||||||
Certain employees and directors have been awarded restricted stock under the 2013 Equity Incentive Plan. The time-based restricted stock grants vest primarily over a period of three years. The fair value and expected term of event-based restricted stock grants is estimated at the grant date using the Monte Carlo simulation model. | ||||||||||||||
Monte Carlo Restricted Stock Valuation Assumptions | 2013 | |||||||||||||
Risk-free interest rate | 0.52% | |||||||||||||
Dividend yield | — | |||||||||||||
Volatility | 36.70% | |||||||||||||
Weighted-average expected term (years) | 0.6 - 1.3 | |||||||||||||
The following table summarizes restricted share activity for the year ended December 31, 2013 (shares in thousands): | ||||||||||||||
Number of | Weighted-average | |||||||||||||
shares | grant date fair value | |||||||||||||
Outstanding at January 1, 2013 | — | — | ||||||||||||
Granted | 1,195 | $ | 9.81 | |||||||||||
Vested | (250 | ) | 8.41 | |||||||||||
Forfeited | — | — | ||||||||||||
| | | | | | | | |||||||
Outstanding at December 31, 2013 | 945 | $ | 10.18 | |||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
At December 31, 2013, 150,000 shares of restricted stock issued are unvested, event-based shares. | ||||||||||||||
Warrants | ||||||||||||||
In connection with the capitalization of the Company noted above, the Company has issued 14.7 million warrants, which qualify as equity instruments. Each warrant entitles the holder to purchase one-half of the number of shares of our Class A common stock at a price of $6.00 per half share. At December 31, 2013, 14.7 million warrants were issued and outstanding, which are exercisable into 7.3 million shares of our Class A common stock. Warrants are only exercisable for a whole number of shares of common stock (i.e. only an even number of warrants may be exercised at any given time by a registered holder). As a result, a holder must exercise a least two warrants, at an effective exercise price of $12.00 per warrant. At the option of the Company, 10.0 million warrants may be called for redemption, provided that the last sale price of our Class A common stock reported has been at least $18.00 per share on each of twenty trading days within the thirty-day period ending on the third business day prior to the date on which notice of redemption is given. The warrants expire on April 4, 2018. | ||||||||||||||
The following table summarizes warrants activity for the year ended December 31, 2013 (shares in thousands): | ||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | |||||||||||
shares | average exercise | average | intrinsic | |||||||||||
price | remaining | value | ||||||||||||
contractual | ||||||||||||||
term | ||||||||||||||
Outstanding at January 1, 2013 | — | — | — | — | ||||||||||
Issued | 7,333 | $ | 12 | 4.3 | $ | — | ||||||||
Exercised | — | — | — | — | ||||||||||
Expired | — | — | — | — | ||||||||||
| | | | | | | | | | | | | | |
Outstanding at December 31, 2013 | 7,333 | $ | 12 | 4.3 | $ | — | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2013 | |
Contingencies | ' |
Contingencies | ' |
Note 9. Contingencies | |
The Company is involved in various legal actions, generally related to its operations. Management believes, based on advice from legal counsel, that the outcome of such legal actions will not adversely affect the financial condition of the Company. | |
Commitments
Commitments | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Commitments | ' | ||||||||||
Commitments | ' | ||||||||||
Note 10. Commitments | |||||||||||
The Company has entered into certain rental property contracts with third parties, which are accounted for as operating leases. Rental expense was $0.3 million, $0.2 million and $0.1 million for the years ended December 31, 2013, 2012 and 2011, respectively | |||||||||||
The Company has certain commitments including various operating leases. | |||||||||||
Future minimum payments for these commitments and other commitments, primarily programming, are as follows (amounts in thousands): | |||||||||||
Year Ending December 31, | Operating | Other | Total | ||||||||
Lease | Commitments | ||||||||||
2014 | $ | 218 | $ | 6,481 | $ | 6,699 | |||||
2015 | 65 | 2,745 | 2,810 | ||||||||
2016 | 7 | 1,704 | 1,711 | ||||||||
2017 | — | 269 | 269 | ||||||||
2018 and thereafter | — | 6 | 6 | ||||||||
| | | | | | | | | | | |
Total | $ | 290 | $ | 11,205 | $ | 11,495 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Retirement_Plans
Retirement Plans | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Retirement Plans | ' | |||||||||||||||||||
Retirement Plans | ' | |||||||||||||||||||
Note 11. Retirement Plans | ||||||||||||||||||||
Following is the plan's projected benefit obligation for the years ended December 31, 2013, 2012 and 2011 (amounts in thousands): | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Projected benefit obligation: | ||||||||||||||||||||
Balance, beginning of the year | $ | 2,127 | $ | 1,807 | $ | 1,461 | ||||||||||||||
Service cost | 83 | 60 | 46 | |||||||||||||||||
Interest cost | 84 | 90 | 84 | |||||||||||||||||
Actuarial loss | (157 | ) | 298 | 143 | ||||||||||||||||
Benefits paid to participants | (23 | ) | (128 | ) | — | |||||||||||||||
Plan amendment | — | — | 73 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Balance, end of year | $ | 2,114 | $ | 2,127 | $ | 1,807 | ||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
At December 31, 2013, 2012 and 2011, the funded status of the plan was as follows (amounts in thousands): | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Excess of benefit obligation over the value of plan assets | $ | (2,114 | ) | $ | (2,127 | ) | $ | (1,807 | ) | |||||||||||
Unrecognized net actuarial gain | 473 | 666 | 389 | |||||||||||||||||
Unrecognized prior service cost | 103 | 122 | 143 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Accrued benefit cost | $ | (1,538 | ) | $ | (1,339 | ) | $ | (1,275 | ) | |||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
The plan is unfunded. As such, the Company is not required to make annual contributions to the plan. | ||||||||||||||||||||
At December 31, 2013 and 2012, the amounts recognized in the consolidated balance sheets were classified as follows (amounts in thousands): | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Accrued benefit cost | $ | (2,114 | ) | $ | (2,127 | ) | ||||||||||||||
Accumulated other comprehensive loss | 576 | 788 | ||||||||||||||||||
| | | | | | | | |||||||||||||
Net amount recognized | $ | (1,538 | ) | $ | (1,339 | ) | ||||||||||||||
| | | | | | | | |||||||||||||
| | | | | | | | |||||||||||||
Amounts recorded in accumulated other comprehensive loss are reported net of tax. | ||||||||||||||||||||
The benefits expected to be paid in each of the next five years and thereafter are as follows (amounts in thousands): | ||||||||||||||||||||
Year Ending December 31, | Amount | |||||||||||||||||||
2014 | $ | 40 | ||||||||||||||||||
2015 | 51 | |||||||||||||||||||
2016 | 85 | |||||||||||||||||||
2017 | 124 | |||||||||||||||||||
2018 | 210 | |||||||||||||||||||
2019 through 2023 | 802 | |||||||||||||||||||
| | | | | ||||||||||||||||
$ | 1,312 | |||||||||||||||||||
| | | | | ||||||||||||||||
| | | | | ||||||||||||||||
For the years ended December 31, 2013, 2012 and 2011, the following weighted-average rates were used: | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Discount rate on the benefit obligation | 4.95 | % | 4.05 | % | 5.03 | % | ||||||||||||||
Rate of employee compensation increase | 4 | % | 4 | % | 4 | % | ||||||||||||||
Pension expense for the years ended December 31, 2013, 2012 and 2011, consists of the following (amounts in thousands): | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Service cost | $ | 83 | $ | 60 | $ | 46 | ||||||||||||||
Interest cost | 84 | 90 | 84 | |||||||||||||||||
Expected return on plan assets | — | — | — | |||||||||||||||||
Recognized actuarial loss (gain) | — | — | — | |||||||||||||||||
Amortization of prior service cost | 19 | 21 | 56 | |||||||||||||||||
Net loss amortization | 36 | 21 | 11 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
$ | 222 | $ | 192 | $ | 197 | |||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
WAPA PR, a 100% owned subsidiary of the Company, makes contributions to the Newspaper Guild International Pension Plan (the "Plan" or "TNGIPP"), a multiemployer pension plan with a plan year end of December 31 that provides defined benefits to certain employees covered by two collective bargaining agreements (the "CBAs"), which expire on July 23, 2015 and June 27, 2016, respectively. WAPA PR's contribution rates to the Plan are generally determined in accordance with the provisions of the CBAs. | ||||||||||||||||||||
The risks in participating in such a plan are different from the risks of single-employer plans, in the following respects: | ||||||||||||||||||||
• | ||||||||||||||||||||
Assets contributed to a multiemployer plan by one employer may be used to provide benefits to employees of other participating employer. | ||||||||||||||||||||
• | ||||||||||||||||||||
If a participating employer ceases to contribute to a multiemployer plan, the unfunded obligation of the plan may be borne by the remaining participating employer. | ||||||||||||||||||||
Under current law regarding multiemployer defined benefit plans, a plan's termination, WAPA PR's voluntary withdrawal, or the mass withdrawal of all contributing employers from any underfunded multiemployer defined benefit plan would require us to make payments to the plan for our proportionate share of the multiemployer plan's unfunded vested liabilities. WAPA PR has received Annual Funding Notices, Report of Summary Plan Information, Critical Status Notices ("Notices") and a Rehabilitation Plan, as defined by the Pension Protection Act of 2006 ("PPA"), from the Plan. The Notices indicate that the Plan actuary has certified that the Plan is in critical status, the "Red Zone", as defined by the PPA, and that a plan of rehabilitation ("Rehabilitation Plan") was adopted by the Trustees of the Plan ("Trustees") on May 1, 2010. On May 29, 2010, the Trustees sent WAPA PR a Notice of Reduction and Adjustment of Benefits Due to Critical Status explaining all changes adopted under the Rehabilitation Plan, including the reduction or elimination of benefits referred to as "adjustable benefits." In connection with the adoption of the Rehabilitation Plan, most of the Plan participating unions and contributing employers (including the Newspaper Guild International and WAPA PR), agreed to one of the "schedules" of changes as set forth under the Rehabilitation Plan. The Company elected the "preferred schedule" and executed a Memorandum of Agreement, effective May 27, 2010 (the "MOA") and agreed to the following contribution rate increases: 3.0% beginning on January 1, 2013; an additional 3.0% beginning on January 1, 2014; and an additional 3% beginning on January 1, 2015. | ||||||||||||||||||||
The surcharges and effect of the Rehabilitation Plan as described above are not anticipated to have a material effect on the Company's results of operations. However, in the event other contributing employers are unable to, or fail to, meet their ongoing funding obligations, the financial impact on the WAPA PR to contribute to any plan underfunding may be material. In addition, if a United States multiemployer defined benefit plan fails to satisfy certain minimum funding requirements, the Internal Revenue Service may impose a nondeductible excise tax of 5% on the amount of the accumulated funding deficiency for those employers contributing to the fund. | ||||||||||||||||||||
WAPA PR could also be obligated to pay additional contributions (known as complete or partial withdrawal liabilities) due to the unfunded vested benefits of the Plan, in the event that WAPA PR withdrew from the plan during the five-year period beginning on the effective date of the MOA. The withdrawal liability (which could be material) in the event of the foregoing, would equal the total lump sum of contributions that WAPA PR would have been obligated to pay the Plan through the date of withdrawal, under the "default schedule" of the Rehabilitation Plan (5% surcharge in the initial year and 10% for each successive year thereafter the plan is in critical status), less any contributions actually paid by the WAPA PR to the Plan under the "preferred schedule." | ||||||||||||||||||||
Further information about the Plan is presented in the table below (amounts in thousands): | ||||||||||||||||||||
Pension Protection | Funding Improvement | WAPA PR's | Expiration | |||||||||||||||||
Act Zone Status | Plan/Rehabilitation Plan | Contribution | Date of | |||||||||||||||||
Collective | ||||||||||||||||||||
Surcharge | Bargaining | |||||||||||||||||||
Pension Fund | EIN | 2012 | Status | 2013 | 2012 | 2011 | Imposed | Agreements | ||||||||||||
TNGIPP (Plan No. 001) | 52-1082662 | Red | Implemented | $ | 144 | $ | 113 | $ | 108 | Yes | July 21, 2015 | |||||||||
June 27, 2016 |
Quarterly_Financial_Data_Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Quarterly Financial Data (Unaudited) | ' | |||||||||||||
Quarterly Financial Data (Unaudited) | ' | |||||||||||||
Note 12. Quarterly Financial Data (Unaudited) | ||||||||||||||
(Amounts in thousands, except per share amounts) | ||||||||||||||
2013 Quarters Ended(a) | ||||||||||||||
March 31 | June 30(b) | September 30 | December 31 | |||||||||||
Net revenues | $ | 13,495 | $ | 22,929 | $ | 23,705 | $ | 25,876 | ||||||
Operating (loss) income | (117 | ) | (1,292 | ) | 4,110 | 5,019 | ||||||||
Net (loss) income | (525 | ) | (2,426 | ) | (3,985 | ) | 2,639 | |||||||
(Loss) earnings per share: | ||||||||||||||
Basic | $ | (525 | ) | $ | (0.06 | ) | $ | (0.09 | ) | $ | 0.06 | |||
Dilutive | $ | (525 | ) | $ | (0.06 | ) | $ | (0.09 | ) | $ | 0.06 | |||
2012 Quarters Ended | ||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||
Net revenues | $ | 13,505 | $ | 17,228 | $ | 17,544 | $ | 23,091 | ||||||
Operating income | 2,788 | 5,457 | 3,651 | 8,971 | ||||||||||
Net income | 873 | 2,651 | 956 | 6,550 | ||||||||||
Earnings per share: | ||||||||||||||
Basic | $ | 873 | $ | 2,651 | $ | 956 | $ | 6,550 | ||||||
Dilutive | $ | 873 | $ | 2,651 | $ | 956 | $ | 6,550 | ||||||
(a) | ||||||||||||||
On April 4, 2013, the merger by and among Cinelatino, WAPA and Azteca providing for the combination of Cinelatino, WAPA and Azteca as indirect wholly-owned subsidiaries of Hemisphere (the "Transaction") was consummated. Although Hemisphere issued the equity interests in the Transaction, since it is a new entity formed solely to issue these equity securities to effect the Transaction, it would not be considered the acquirer, and one of the combining entities that existed before the Transaction must be identified as the acquirer. Based on the following, WAPA is the accounting acquirer and predecessor whose historical results are the results for Hemisphere. The operating results of the acquired businesses are included in the Company's consolidated financial statements as of the date of the Transaction. | ||||||||||||||
(b) | ||||||||||||||
As discussed in Note 1, the Company adjusted previously reported amounts. | ||||||||||||||
Subsequent_Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Event | ' |
Subsequent Event | ' |
Note 13. Subsequent Event | |
On January 22, 2014, the Company entered into an Asset Purchase Agreement with Media World, LLC ("Media World"), a Florida limited liability company, pursuant to which the Company acquired the assets of three Spanish-language cable television networks from Media World for approximately $102.2 million, subject to certain adjustments, in cash (the "Acquisition"). The three acquired cable networks include (i) Pasiones; (ii) Centroamerica TV and (iii) TV Dominicana. The Acquisition is expected to close immediately following the close of our first quarter of 2014. | |
We are currently in the process of valuing the assets acquired and liabilities assumed in the business combination. Upon the completion of the valuation analysis, we expect to provide the amounts recognized as of the acquisition date for the major classes of the assets acquired and liabilities assumed. | |
Nature_of_Business_and_Signifi1
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Nature of Business and Significant Accounting Policies | ' | ||||||||||||||||||
Principles of consolidation: | ' | ||||||||||||||||||
Principles of consolidation: The consolidated financial statements include our accounts and the accounts of our subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||||||||||
Basis of Presentation: | ' | ||||||||||||||||||
Basis of Presentation: The accompanying consolidated financial statements for us and our subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S GAAP"). As further described in Note 2, WAPA is the accounting acquirer and predecessor, whose historical results are the historical results of Hemisphere. | |||||||||||||||||||
Adjustment to the quarter ended June 30, 2013: | ' | ||||||||||||||||||
Adjustment to the quarter ended June 30, 2013: The Company identified an error in the consolidated financial statements filed for the quarter ended June 30, 2013. The error related to incorrect stock compensation expense recognized for performance-based stock options that fully vested during the quarter ended June 30, 2013. The correction of the stock compensation expense would have increased selling, general and administrative expenses by $0.9 million, and decreased income tax expense by $0.3 million, resulting in an increase of $0.6 million to the Company's reported net loss for the quarter ended June 30, 2013. The Company has analyzed the impact of this error on the interim financial statements and concluded that the error would not be material to the quarter ended June 30, 2013, taking into account the requirements of the Securities and Exchange Commission ("SEC") Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements in the Current Year Financial Statements ("SAB 108"). In accordance with SAB 108, the Company evaluated the materiality of the error from a quantitative and qualitative perspective. Based on such evaluation, the Company concluded that correcting the error, which increased the Company's net loss by $0.6 million for the three and six months ended December 31, 2013 was not material. As provided in SAB 108, the error correction did not require the restatement of the consolidated financial statements for the quarter ended June 30, 2013, and the correction was made in the consolidated financial statements in the fourth quarter of the year ended December 31, 2013. | |||||||||||||||||||
Net (Loss) Earnings per Common Share: | ' | ||||||||||||||||||
Net (loss) earnings per common share: Basic (loss) earnings per share ("EPS") are computed by dividing income (loss) attributable to common stockholders by the number of weighted-average outstanding shares of common stock. Diluted EPS reflects the effect of the assumed exercise of stock options and vesting of restricted shares only in the periods in which such effect would have been dilutive. | |||||||||||||||||||
The following table sets forth the computation of the common shares outstanding used in determining basic and diluted EPS (amounts in thousands): | |||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||
Numerator for (loss) earnings per common share calculation: | |||||||||||||||||||
Net (loss) income | $ | (4,297 | ) | $ | 11,030 | $ | 7,604 | ||||||||||||
| | | | | | | | | | | |||||||||
| | | | | | | | | | | |||||||||
Denominator for earnings per common share calculation: | |||||||||||||||||||
Weighted-average common shares, basic | 31,143 | 1 | 1 | ||||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||
Stock options and restricted stock | — | — | — | ||||||||||||||||
| | | | | | | | | | | |||||||||
Weighted-average common shares, diluted | 31,143 | 1 | 1 | ||||||||||||||||
| | | | | | | | | | | |||||||||
| | | | | | | | | | | |||||||||
We apply the treasury stock method to measure the dilutive effect of its outstanding warrants, stock options and restricted stock awards and include the respective common share equivalents in the denominator of our diluted (loss) income per common share calculation. Potentially dilutive securities representing 0.6 million shares of common stock for the years ended December 31, 2013 were excluded from the computation of diluted (loss) income per common share for this period because their effect would have been anti-dilutive. There were no potentially dilutive securities for the years ended December 31, 2012 and 2011. The net (loss) income per share amounts are the same for our Class A and Class B common stock because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. | |||||||||||||||||||
In computing earnings per share, the Company's Nonvoting Stock is considered a participating security. Each share of Nonvoting Stock has identical rights, powers, limitations and restrictions in all respects as each share of common of the Company, including the right to receive the same consideration per share payable in respect of each share of common stock, except that holders of Nonvoting Stock shall have no voting rights or powers whatsoever. | |||||||||||||||||||
Revenue recognition: | ' | ||||||||||||||||||
Revenue recognition: Revenue related to the sale of advertising and contracted time is recognized at the time of broadcast. Retransmission consent fees and subscriber fees received from cable, telecommunications and satellite operators are recognized in the period in which the services are performed, generally under multi-year carriage agreements based on the number of subscribers. | |||||||||||||||||||
Barter transactions: | ' | ||||||||||||||||||
Barter transactions: The Company engages in barter transactions in which advertising time is exchanged for products or services. Barter transactions are accounted for at the estimated fair value of the products or services received, or advertising time given up, whichever is more clearly determinable. Barter revenue is recognized at the time the advertising is broadcast. Barter expense is recorded at the time the merchandise or services are used and/or received. | |||||||||||||||||||
Barter revenue and expense included in the consolidated statements of operations are as follows (amounts in thousands): | |||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||
Barter revenue | $ | 1,448 | $ | 1,363 | $ | 1,021 | |||||||||||||
Barter expense | (1,360 | ) | (996 | ) | (850 | ) | |||||||||||||
| | | | | | | | | | | |||||||||
$ | 88 | $ | 367 | $ | 171 | ||||||||||||||
| | | | | | | | | | | |||||||||
| | | | | | | | | | | |||||||||
Programming costs: | ' | ||||||||||||||||||
Programming costs: Programming costs are recorded in cost of revenues based on the Company's contractual agreements with various third party programming distributors which are generally multi-year agreements. | |||||||||||||||||||
Stock based compensation: | ' | ||||||||||||||||||
Stock based compensation: We have given equity incentives to certain employees. We account for such equity incentives in accordance with Accounting Standards Codification ("ASC") 718 "Stock Compensation," which requires us to measure compensation cost for equity settled awards at fair value on the date of grant and recognize compensation cost in the consolidated statements of operations over the requisite service or performance period the award is expected to vest. Compensation cost is determined by using either the Monte Carlo simulation model or the Black-Scholes option pricing model. | |||||||||||||||||||
Advertising and marketing costs: | ' | ||||||||||||||||||
Advertising and marketing costs: The Company expenses advertising and marketing costs as incurred. The Company incurred advertising and marketing costs of $1.3 million, $0.4 million and $0.2 million in 2013, 2012 and 2011, respectively. | |||||||||||||||||||
Cash: | ' | ||||||||||||||||||
Cash: The Company maintains its cash in bank deposit accounts which, at times, may exceed federally-insured limits. The Company has not experienced any losses in such accounts. | |||||||||||||||||||
Accounts receivable: | ' | ||||||||||||||||||
Accounts receivable: Accounts receivable are carried at the original charge amount less an estimate made for doubtful receivables based on a review of all outstanding amounts. Management determines the allowance for doubtful accounts by regularly evaluating individual customer receivables and considering a customer's financial condition and current economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded as income when received. The Company considers an account receivable to be past due if any portion of the receivable balance is outstanding for more than 90 days. Changes in the allowance for doubtful accounts for the years ended December 31, 2013, 2012 and 2011 consisted of the following (amounts in thousands): | |||||||||||||||||||
Year | Description | Beginning | Additions | Write-offs | Recoveries | End | |||||||||||||
of Year | of Year | ||||||||||||||||||
2013 | Allowance for doubtful accounts | $ | 180 | $ | 5 | $ | 51 | $ | 3 | $ | 137 | ||||||||
2012 | Allowance for doubtful accounts | 167 | (10 | ) | 17 | 40 | 180 | ||||||||||||
2011 | Allowance for doubtful accounts | 167 | 202 | 214 | 12 | 167 | |||||||||||||
Due from related parties: | ' | ||||||||||||||||||
Due from related parties: Certain amounts due from related parties are presented net of an allowance for uncollectible amounts based on management's expectations related to the realization of the related parties' collections and remittances from the Company's customers. Changes in the allowance for doubtful accounts for the years ended December 31, 2013, 2012 and 2011 consisted of the following (amounts in thousands): | |||||||||||||||||||
Year | Description | Beginning | Additions | Write-offs | Recoveries | End | |||||||||||||
of Year | of Year | ||||||||||||||||||
2013 | Allowance for doubtful accounts | $ | 0 | $ | 514 | $ | — | $ | — | $ | 514 | ||||||||
2012 | Allowance for doubtful accounts | — | — | — | — | — | |||||||||||||
2011 | Allowance for doubtful accounts | — | — | — | — | — | |||||||||||||
Programming rights: | ' | ||||||||||||||||||
Programming rights: We enter into multi-year license agreements with various programming distributors for distribution of their respective programming ("programming rights") and capitalize amounts paid to secure or extend these programming rights at the lower of unamortized cost or estimated net realizable value. If management estimates that the unamortized cost of programming rights exceeds the estimated net realizable value, an adjustment is recorded to reduce the carrying value of the programming rights. No such write down was deemed necessary during the years ended December 31, 2013, 2012 and 2011. We amortize these programming rights over the term of the related license agreements or the number of exhibitions, whichever occurs first. The amortization of these rights, which was $9.3 million, $7.4 million and $6.0 million for the years ended December 31, 2013, 2012 and 2011, respectively, is recorded as part of cost of revenues in the accompanying consolidated statements of operations. Accumulated amortization of the programming rights was $13.8 million and $8.4 million at December 31, 2013 and 2012, respectively. Costs incurred in connection with the purchase of programs to be broadcast within one year are classified as current assets, while costs of those programs to be broadcast subsequently are considered noncurrent. Program obligations are classified as current or noncurrent in accordance with the payment terms of the license agreement. | |||||||||||||||||||
Derivative Financial Instruments: | ' | ||||||||||||||||||
Derivative financial instruments: Our risk management policy is to use derivative financial instruments, primarily interest rate swaps, as appropriate, to manage our exposure to fluctuations in interest rates related to debt with variable interest rates. At December 31, 2013, we do not have any hedging instruments outstanding. We designate these instruments as a hedge of the variability of cash flows to be paid related to our variable-rate debt. The derivative financial instruments are measured at fair value and are recognized as either assets are liabilities in the consolidated balance sheets. Changes in the fair value of a derivative that is highly effective, and that is designated and qualifies as a cash flow hedge, are recognized in other comprehensive income (loss). We formally assess, both at the hedge's inception and on an ongoing basis, whether the derivative that is used in a hedging transaction is highly effective in offsetting changes in cash flows of the underlying hedged item. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, we discontinue hedge accounting prospectively. | |||||||||||||||||||
Property and equipment: | ' | ||||||||||||||||||
Property and equipment: Property and equipment are recorded at cost. Depreciation is determined using the straight-line method over the expected remaining useful lives of the respective assets. Useful lives range from 1 - 19 years for improvements, equipment, buildings and towers. Upon retirement or other disposition, the cost and related accumulated depreciation of the assets are removed from the accounts and the resulting gain or loss is reflected in the determination of net income or loss. Expenditures for maintenance and repairs are expensed as incurred. Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. | |||||||||||||||||||
Goodwill and other intangibles: | ' | ||||||||||||||||||
Goodwill and other intangibles: The Company's goodwill was recorded as a result of the Company's business combinations using the acquisition method of accounting. Indefinite lived intangible assets include a broadcast license, and a trademark. Other intangible assets include customer relationships and affiliate agreements with an estimated useful life of six to ten years. Other intangible assets are amortized over their estimated lives using the straight-line method. Costs incurred to renew or extend the term of recognized intangible assets are capitalized and amortized over the useful life of the asset. | |||||||||||||||||||
The Company tests its broadcast license annually for impairment or whenever events or changes in circumstances indicate that such assets might be impaired. The impairment test consists of a comparison of the fair value of these assets with their carrying amounts using a discounted cash flow valuation method, assuming a hypothetical start-up scenario. | |||||||||||||||||||
The Company tests its goodwill annually for impairment or whenever events or changes in circumstances indicate that goodwill might be impaired. The first step of the goodwill impairment test compares the fair value of each reporting unit with its carrying amount, including goodwill. The fair value of the reporting units are determined through the use of a discounted cash flow analysis incorporating variables such as revenue projections, projected operating cash flow margins, and discount rates. | |||||||||||||||||||
The valuation assumptions used in the discounted cash flow model reflect historical performance of the Company and prevailing values in the broadcast and cable markets. If the fair value exceeds the carrying amount, goodwill is not considered impaired. If the carrying amount exceeds the fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of goodwill with the carrying amount of that goodwill. If the carrying amount of goodwill exceeds the implied fair value, an impairment loss shall be recognized in an amount equal to that excess. | |||||||||||||||||||
The Company tests its other indefinite lived intangible asset annually for impairment or whenever events or changes in circumstances indicate that such asset might be impaired. This analysis is performed by comparing the respective carrying value of the asset to the current and expected future cash flows, on an undiscounted basis, to be generated from such asset. If such analysis indicates that the carrying value of this asset is not recoverable, the carrying value of such asset is reduced to fair value. | |||||||||||||||||||
Deferred financing costs: | ' | ||||||||||||||||||
Deferred financing costs: Deferred financing costs are recorded net of accumulated amortization. Amortization is calculated on the effective-interest method over the term of the applicable loan. Amortization of deferred financing costs was $0.7 million, $0.9 million and $0.7 million which is included in interest expense, net in the accompanying consolidated statements of operations for the years ended December 31, 2013, 2012 and 2011, respectively. Accumulated amortization of deferred financing costs was $0.2 million and $1.5 million at December 31, 2013 and 2012, respectively. | |||||||||||||||||||
Income taxes: | ' | ||||||||||||||||||
Income taxes: Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. | |||||||||||||||||||
We record foreign withholding tax, which is withheld by foreign customers from their remittances to us, on a gross basis as a component of income taxes and separate from revenue in the consolidated statement of operations. | |||||||||||||||||||
We follow the accounting standard on accounting for uncertainty in income taxes, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained upon examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also addresses de-recognition, classification, interest and penalties on income taxes, and accounting in interim periods. To the extent that interest and penalties are assessed by taxing authorities on any underpayment of income taxes, such amounts are accrued and classified as a component of income tax expense. | |||||||||||||||||||
Fair value of financial instruments: | ' | ||||||||||||||||||
Fair value of financial instruments: The carrying amounts of cash, accounts receivable and accounts payable approximate fair value because of the short maturity of these items. The carrying value of the long-term debt approximates fair value because this instrument bears interest at a variable rate and is at terms currently available to the Company. The fair value of the derivative financial instrument is the estimated amount the Company would pay to terminate the interest rate swap agreement at the reporting date, taking into account current interest rates and the creditworthiness of the counterparty for an asset and creditworthiness of the Company for a liability. | |||||||||||||||||||
Generally accepted accounting principles establish a framework for measuring fair value and expanded disclosures about fair value measurements. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. Under this guidance, assets and liabilities carried at fair value must be classified and disclosed in one of the following three categories: | |||||||||||||||||||
Level 1—inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that are accessible at the measurement date. | |||||||||||||||||||
Level 2—inputs to the valuation methodology include quoted prices in markets that are not active or quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |||||||||||||||||||
Level 3—inputs to the valuation methodology are unobservable, reflecting the entity's own assumptions about assumptions market participants would use in pricing the asset or liability. | |||||||||||||||||||
The categorization of an asset or liability within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. | |||||||||||||||||||
Fair value of the Company's derivative financial instruments are measured at fair value on a recurring basis and derived using valuation models that take into account the contract terms such as maturity dates, interest rate yield curves, the Company's creditworthiness as well as that of the counterparty and other data. The data sources utilized in these valuation models that are significant to the fair value measurement are Level 2 in the fair value hierarchy. We did not have any derivative financial instruments outstanding at December 31, 2013. | |||||||||||||||||||
The Company's programming rights and goodwill are classified as Level 3 in the fair value hierarchy, as they are measured at fair value on a non-recurring basis and are adjusted to fair value only when the carrying values exceed their fair values. For the years ended December 31, 2013, 2012 and 2011 there were no adjustments to fair value. | |||||||||||||||||||
Recent accounting pronouncements: | ' | ||||||||||||||||||
Recent accounting pronouncements: In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU clarifies guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are currently evaluating the expected effects of this ASU; however, we do not anticipate that our adoption of this ASU will result in a material change in our financial statement presentation. | |||||||||||||||||||
In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. ASU No. 2013-01 clarifies that ordinary trade receivables and receivables are not in the scope of ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities. Specifically, ASU No. 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. Entities were required to apply the amendments in ASU No. 2013-01 for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. An entity was required to provide the required disclosures retrospectively for all periods presented. The effective date is the same as the effective date of ASU No. 2011-11. Effective January 1, 2013, we implemented this ASU without any impact to our financial statements. | |||||||||||||||||||
In February 2013, the FASB issued guidance related to reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The amendments do not change the current requirements for reporting net income or other comprehensive income in financial statements. These amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional details about those amounts. For public entities, the amendments are effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2012. The Company adopted this guidance effective January 1, 2013. The adoption did not have a material effect on the Company's consolidated financial statements. | |||||||||||||||||||
In July 2012, the Financial Accounting Standards Board ("FASB") issued guidance that is intended to reduce the cost and complexity of the annual impairment test for indefinite-lived intangible assets other than goodwill by providing entities an option to perform a qualitative assessment to determine whether a quantitative impairment test is necessary. The revised standard is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, but early adoption is permitted. The Company adopted this guidance effective January 1, 2013, and the adoption did not have any impact upon the Company's consolidated financial statements as the Company did not perform a qualitative assessment. | |||||||||||||||||||
Use of estimates: | ' | ||||||||||||||||||
Use of estimates: In preparing these consolidated financial statements, management had to make estimates and assumptions that affected the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities as of the balance sheets date, and the reported revenues and expenses for the years then ended. Such estimates are based on historical experience and other assumptions that are considered appropriate in the circumstances. However, actual results could differ from those estimates. |
Nature_of_Business_and_Signifi2
Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||
Nature of Business and Significant Accounting Policies | ' | ||||||||||||||||||
Schedule of the computation of the common shares outstanding used in determining basic and diluted EPS | ' | ||||||||||||||||||
The following table sets forth the computation of the common shares outstanding used in determining basic and diluted EPS (amounts in thousands): | |||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||
Numerator for (loss) earnings per common share calculation: | |||||||||||||||||||
Net (loss) income | $ | (4,297 | ) | $ | 11,030 | $ | 7,604 | ||||||||||||
| | | | | | | | | | | |||||||||
| | | | | | | | | | | |||||||||
Denominator for earnings per common share calculation: | |||||||||||||||||||
Weighted-average common shares, basic | 31,143 | 1 | 1 | ||||||||||||||||
Effect of dilutive securities: | |||||||||||||||||||
Stock options and restricted stock | — | — | — | ||||||||||||||||
| | | | | | | | | | | |||||||||
Weighted-average common shares, diluted | 31,143 | 1 | 1 | ||||||||||||||||
| | | | | | | | | | | |||||||||
| | | | | | | | | | | |||||||||
Schedule of barter revenue and expense included in the consolidated statements of operations | ' | ||||||||||||||||||
Barter revenue and expense included in the consolidated statements of operations are as follows (amounts in thousands): | |||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||
Barter revenue | $ | 1,448 | $ | 1,363 | $ | 1,021 | |||||||||||||
Barter expense | (1,360 | ) | (996 | ) | (850 | ) | |||||||||||||
| | | | | | | | | | | |||||||||
$ | 88 | $ | 367 | $ | 171 | ||||||||||||||
| | | | | | | | | | | |||||||||
| | | | | | | | | | | |||||||||
Accounts receivable | ' | ||||||||||||||||||
Accounts receivable and due from related parties | ' | ||||||||||||||||||
Schedule of changes in the allowance for doubtful accounts | ' | ||||||||||||||||||
Changes in the allowance for doubtful accounts for the years ended December 31, 2013, 2012 and 2011 consisted of the following (amounts in thousands): | |||||||||||||||||||
Year | Description | Beginning | Additions | Write-offs | Recoveries | End | |||||||||||||
of Year | of Year | ||||||||||||||||||
2013 | Allowance for doubtful accounts | $ | 180 | $ | 5 | $ | 51 | $ | 3 | $ | 137 | ||||||||
2012 | Allowance for doubtful accounts | 167 | (10 | ) | 17 | 40 | 180 | ||||||||||||
2011 | Allowance for doubtful accounts | 167 | 202 | 214 | 12 | 167 | |||||||||||||
Due from related parties | ' | ||||||||||||||||||
Accounts receivable and due from related parties | ' | ||||||||||||||||||
Schedule of changes in the allowance for doubtful accounts | ' | ||||||||||||||||||
Changes in the allowance for doubtful accounts for the years ended December 31, 2013, 2012 and 2011 consisted of the following (amounts in thousands): | |||||||||||||||||||
Year | Description | Beginning | Additions | Write-offs | Recoveries | End | |||||||||||||
of Year | of Year | ||||||||||||||||||
2013 | Allowance for doubtful accounts | $ | 0 | $ | 514 | $ | — | $ | — | $ | 514 | ||||||||
2012 | Allowance for doubtful accounts | — | — | — | — | — | |||||||||||||
2011 | Allowance for doubtful accounts | — | — | — | — | — |
Business_Combination_Tables
Business Combination (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Business Combination | ' | |||||||
Schedule of estimated fair values of the assets acquired and liabilities assumed | ' | |||||||
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed in the acquisition of Cinelatino (amounts in thousands): | ||||||||
Cash | $ | 12,865 | ||||||
Accounts receivable | 4,053 | |||||||
Programming rights | 4,460 | |||||||
Prepaid expenses and other assets | 940 | |||||||
Property and equipment, net | 21 | |||||||
Other assets | 336 | |||||||
Intangible asset—affiliate agreements | 37,900 | |||||||
Current liabilities | (6,272 | ) | ||||||
Deferred tax liabilities | (12,594 | ) | ||||||
Long-term debt | (32,097 | ) | ||||||
| | | | | ||||
Fair value of identifiable net assets acquired | 9,612 | |||||||
Goodwill | 119,812 | |||||||
| | | | | ||||
Total | $ | 129,424 | ||||||
| | | | | ||||
| | | | | ||||
Schedule of number of shares of stock of the Company issued and outstanding | ' | |||||||
The number of shares of stock of the Company issued and outstanding immediately following the consummation of the Transaction is summarized as follows (amounts in thousands): | ||||||||
Number of | ||||||||
Shares | ||||||||
Azteca public shares outstanding prior to the Transaction | 10,000 | |||||||
Azteca founder shares(1) | 2,500 | |||||||
| | | | | ||||
Total Azteca shares outstanding prior to the Transaction | 12,500 | |||||||
Less: Shareholders of Azteca public shares redeemed | (1,259 | ) | ||||||
Less: Azteca founder shares cancelled | (250 | ) | ||||||
Shares issued to WAPA member(2) | 20,432 | |||||||
Shares issued to Cinelatino stockholders(3) | 12,568 | |||||||
| | | | | ||||
Total shares outstanding at closing, April 4, 2013 | 43,991 | |||||||
| | | | | ||||
| | | | | ||||
-1 | ||||||||
Includes 985,294 shares of Hemisphere Class A common stock which are subject to forfeiture in the event the market price of Hemisphere Class A common stock does not meet certain levels. | ||||||||
-2 | ||||||||
Includes 1,857,496 shares of Hemisphere Class B common stock, which were issued in the Transaction by Hemisphere that are subject to forfeiture in the event the market price of Hemisphere Class A common stock does not meet certain levels. | ||||||||
-3 | ||||||||
Includes 1,142,504 shares of Hemisphere Class B common stock, which were issued in the Transaction by Hemisphere that are subject to forfeiture in the event the market price of Hemisphere Class A common stock does not meet certain levels. | ||||||||
Summary of cash flows related to the Transaction | ' | |||||||
The cash flows related to the Transaction are summarized as follows (amounts in thousands): | ||||||||
Amount | ||||||||
Cash in trust at Azteca | $ | 100,520 | ||||||
Cash on hand at Cinelatino | 12,865 | |||||||
Less: Redemption of Azteca public shares | (12,652 | ) | ||||||
Less: Cash consideration paid to Azteca warrant holders | (7,333 | ) | ||||||
Less: Cash consideration paid to WAPA member and Cinelatino stockholders | (5,000 | ) | ||||||
Less: Payment of Azteca fees and expenses | (5,963 | ) | ||||||
| | | | | ||||
Total transaction proceeds at closing, April 4, 2013 | $ | 82,437 | ||||||
| | | | | ||||
| | | | | ||||
Schedule of unaudited pro forma results of operations | ' | |||||||
The following table sets forth the unaudited pro forma results of operations assuming that the Transaction occurred on January 1, 2012 (amounts in thousands): | ||||||||
Pro Forma | ||||||||
2013 | 2012 | |||||||
Net revenues | 92,109 | $ | 95,006 | |||||
| | | | | | | | |
Operating Expenses: | ||||||||
Cost of revenues | 35,004 | 37,547 | ||||||
Selling, general and administrative | 19,440 | 18,983 | ||||||
Depreciation and amortization | 10,343 | 10,048 | ||||||
Loss (gain) on disposition of assets | 199 | (1 | ) | |||||
| | | | | | | | |
Total operating expenses | 64,986 | 66,577 | ||||||
| | | | | | | | |
Operating income | $ | 27,123 | $ | 28,429 | ||||
| | | | | | | | |
| | | | | | | | |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property and Equipment | ' | |||||||
Schedule of property and equipment | ' | |||||||
Property and equipment at December 31, 2013 and 2012 consists of the following (amounts in thousands): | ||||||||
2013 | 2012 | |||||||
Land and improvements | $ | 8,724 | $ | 8,724 | ||||
Building | 6,827 | 6,734 | ||||||
Equipment | 21,880 | 21,105 | ||||||
Towers | 5,260 | 5,117 | ||||||
| | | | | | | | |
42,691 | 41,680 | |||||||
Less: accumulated depreciation | (19,581 | ) | (16,080 | ) | ||||
| | | | | | | | |
23,110 | 25,600 | |||||||
Equipment installations in progress | 1,565 | 1,261 | ||||||
| | | | | | | | |
$ | 24,675 | $ | 26,861 | |||||
| | | | | | | | |
| | | | | | | | |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||
Schedule of goodwill and intangible assets | ' | |||||||||||||
Goodwill and intangible assets consist of the following at December 31, 2013 and 2012 (amounts in thousands): | ||||||||||||||
December 31, | ||||||||||||||
2013 | 2012 | |||||||||||||
Broadcast license | $ | 41,356 | $ | 41,356 | ||||||||||
Goodwill | 130,794 | 10,983 | ||||||||||||
Other intangibles | 34,610 | 1,678 | ||||||||||||
| | | | | | | | |||||||
Total intangible assets | $ | 206,760 | $ | 54,017 | ||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Summary of changes in the Company's goodwill and other indefinite lived intangible assets, on a net basis | ' | |||||||||||||
A summary of changes in the Company's goodwill and other indefinite lived intangible assets, on a net basis, for the years ended December 31, 2013 and 2012 is as follows (amounts in thousands) | ||||||||||||||
Net Balance at | Additions | Impairment | Net Balance at | |||||||||||
December 31, 2012 | December 31, 2013 | |||||||||||||
Broadcast license | $ | 41,356 | $ | — | $ | — | $ | 41,356 | ||||||
Goodwill | 10,983 | 119,811 | — | 130,794 | ||||||||||
Other intangibles | 700 | — | — | 700 | ||||||||||
| | | | | | | | | | | | | | |
Total indefinite-lived intangible assets | $ | 53,039 | $ | 119,811 | $ | — | $ | 172,850 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Net Balance at | Additions | Impairment | Net Balance at | |||||||||||
December 31, 2011 | December 31, 2012 | |||||||||||||
Broadcast license | $ | 41,356 | $ | — | $ | — | $ | 41,356 | ||||||
Goodwill | 10,983 | — | — | 10,983 | ||||||||||
Other intangibles | 700 | — | — | 700 | ||||||||||
| | | | | | | | | | | | | | |
Total indefinite-lived intangible assets | $ | 53,039 | $ | — | $ | — | $ | 53,039 | ||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Schedule of changes in the Company's other amortizable intangible assets | ' | |||||||||||||
A summary of the changes in the Company's other amortizable intangible assets for the years ended December 31, 2013 and 2012 is as follows (amounts in thousands): | ||||||||||||||
Balance at | Additions | Amortization | Net Balance at | |||||||||||
December 31, 2012 | December 31, 2013 | |||||||||||||
Affiliate relationships | $ | 978 | $ | 37,900 | $ | (4,968 | ) | $ | 33,910 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Balance at | Additions | Amortization | Balance at | |||||||||||
December 31, 2011 | December 31, 2012 | |||||||||||||
Affiliate relationships | $ | 1,208 | $ | — | $ | (230 | ) | $ | 978 | |||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Schedule of future estimated amortization expense | ' | |||||||||||||
Future estimated amortization expense is as follows (amounts in thousands): | ||||||||||||||
Year Ending December 31, | Amount | |||||||||||||
2014 | $ | 6,547 | ||||||||||||
2015 | 6,547 | |||||||||||||
2016 | 6,547 | |||||||||||||
2017 | 6,374 | |||||||||||||
2018 | 6,316 | |||||||||||||
2019 and thereafter | 1,579 | |||||||||||||
| | | | | ||||||||||
$ | 33,910 | |||||||||||||
| | | | | ||||||||||
| | | | | ||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Income Taxes | ' | ||||||||||
Schedule of composition of income tax expense | ' | ||||||||||
For the years ended December 31, 2013, 2012 and 2011, income tax expense is composed of the following (amounts in thousands): | |||||||||||
2013 | 2012 | 2011 | |||||||||
Current income tax expense | $ | 2,101 | $ | 4,566 | $ | 1,175 | |||||
Deferred income tax expense | 1,029 | 1,719 | 2,809 | ||||||||
| | | | | | | | | | | |
$ | 3,130 | $ | 6,285 | $ | 3,984 | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of Company's income tax expense and effective tax rates | ' | ||||||||||
2013 | 2012 | 2011 | |||||||||
Pre-tax book income—US Only | 34 | % | 34 | % | 34 | % | |||||
Pre-tax book income—PR Only | -3.85 | % | 24.72 | % | — | ||||||
Permanent items | -164.63 | % | 0.34 | % | 0.13 | % | |||||
Return to provision true-ups | 27.92 | % | -0.11 | % | — | ||||||
Foreign rate differential | -7.43 | % | -3.87 | % | — | ||||||
Branch tax benefit and foreign tax credits | 90.23 | % | -16.93 | % | — | ||||||
Current/deferred—rate difference | 0.85 | % | 0.43 | % | — | ||||||
Change in valuation allowance | -212.63 | % | — | — | |||||||
Deferred foreign tax credit offset | -20.39 | % | -1.55 | % | — | ||||||
State rate change | 146.93 | % | — | — | |||||||
Federal rate change | -152.83 | % | -0.86 | % | — | ||||||
| | | | | | | | | | | |
-261.83 | % | 36.17 | % | 34.13 | % | ||||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Schedule of components of net deferred tax assets | ' | ||||||||||
Net deferred tax assets consist of the following components as of December 31, 2013 and 2012 (amounts in thousands): | |||||||||||
2013 | 2012 | ||||||||||
Deferred tax assets: | |||||||||||
Allowances for doubtful accounts | $ | 884 | $ | 103 | |||||||
Interest rate swap agreement | — | 87 | |||||||||
Deferred branch tax benefit | 17,159 | 13,551 | |||||||||
Deferred income | 48 | 58 | |||||||||
Accrued expenses | 3,052 | 2,886 | |||||||||
Foreign tax credit | 3,059 | 1,322 | |||||||||
Stock compensation | 1,962 | — | |||||||||
Intangibles | 2,281 | 1,495 | |||||||||
| | | | | | | | ||||
28,445 | 19,502 | ||||||||||
Less: valuation allowance | (2,514 | ) | — | ||||||||
| | | | | | | | ||||
25,931 | 19,502 | ||||||||||
| | | | | | | | ||||
Deferred tax liabilties: | |||||||||||
Prepaid expenses | (166 | ) | (85 | ) | |||||||
Intangibles | (30,600 | ) | (12,116 | ) | |||||||
Property and equipment | (4,215 | ) | (3,389 | ) | |||||||
Amortization expense | (1,043 | ) | — | ||||||||
Other liabilities | (82 | ) | — | ||||||||
| | | | | | | | ||||
Total deferred tax liabilities | (36,106 | ) | (15,590 | ) | |||||||
| | | | | | | | ||||
$ | (10,175 | ) | $ | 3,912 | |||||||
| | | | | | | | ||||
| | | | | | | | ||||
Schedule of classification of deferred tax amounts | ' | ||||||||||
The deferred tax amounts mentioned above have been classified on the accompanying consolidated balance sheets at December 31, 2013 and 2012 as follows (amounts in thousands) | |||||||||||
2013 | 2012 | ||||||||||
Current assets | $ | — | $ | 3,049 | |||||||
Noncurrent assets | — | 863 | |||||||||
| | | | | | | | ||||
$ | — | $ | 3,912 | ||||||||
| | | | | | | | ||||
| | | | | | | | ||||
Current liabilities | $ | 8,135 | $ | — | |||||||
Noncurrent liabilities | 2,040 | — | |||||||||
| | | | | | | | ||||
$ | 10,175 | $ | — | ||||||||
| | | | | | | | ||||
| | | | | | | | ||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Long-Term Debt | ' | |||||||
Schedule of long-term debt | ' | |||||||
Long-term debt as of December 31, 2013 and 2012 consists of the following (amounts in thousands): | ||||||||
2013 | 2012 | |||||||
Senior Notes due March 2016 | $ | — | $ | 57,012 | ||||
Senior Notes due July 2020 | 172,481 | — | ||||||
Less: Current portion | (1,750 | ) | (4,608 | ) | ||||
| | | | | | | | |
$ | 170,731 | $ | 52,404 | |||||
| | | | | | | | |
| | | | | | | | |
Schedule of maturities of long-term debt | ' | |||||||
Following are maturities of long-term debt, at December 31, 2013 (amounts in thousands): | ||||||||
Year Ending December 31, | ||||||||
2014 | $ | 1,750 | ||||||
2015 | 1,750 | |||||||
2016 | 1,750 | |||||||
2017 | 1,750 | |||||||
2018 and thereafter | 167,125 | |||||||
| | | | | ||||
$ | 174,125 | |||||||
| | | | | ||||
| | | | | ||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Equity Incentive Plans | ' | |||||||||||||
Summary of stock option activity | ' | |||||||||||||
The following table summarizes stock option activity for the year ended December 31, 2013 (shares in thousands) | ||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | |||||||||||
shares | average exercise | average | intrinsic | |||||||||||
price | remaining | value | ||||||||||||
contractual | ||||||||||||||
term | ||||||||||||||
Outstanding at January 1, 2013 | — | — | — | — | ||||||||||
Granted | 1,730 | $ | 11.2 | 9.3 | $ | 1,157 | ||||||||
Exercised | — | — | — | — | ||||||||||
Forfeited | — | — | — | — | ||||||||||
Expired | — | — | — | — | ||||||||||
| | | | | | | | | | | | | | |
Outstanding at December 31, 2013 | 1,730 | $ | 11.2 | 9.3 | $ | 1,157 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Exercisable at December 31, 2013 | 275 | $ | 10.2 | 9.3 | $ | 459 | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Summary of restricted share activity | ' | |||||||||||||
The following table summarizes restricted share activity for the year ended December 31, 2013 (shares in thousands): | ||||||||||||||
Number of | Weighted-average | |||||||||||||
shares | grant date fair value | |||||||||||||
Outstanding at January 1, 2013 | — | — | ||||||||||||
Granted | 1,195 | $ | 9.81 | |||||||||||
Vested | (250 | ) | 8.41 | |||||||||||
Forfeited | — | — | ||||||||||||
| | | | | | | | |||||||
Outstanding at December 31, 2013 | 945 | $ | 10.18 | |||||||||||
| | | | | | | | |||||||
| | | | | | | | |||||||
Schedule of warrants activity | ' | |||||||||||||
The following table summarizes warrants activity for the year ended December 31, 2013 (shares in thousands): | ||||||||||||||
Number of | Weighted- | Weighted- | Aggregate | |||||||||||
shares | average exercise | average | intrinsic | |||||||||||
price | remaining | value | ||||||||||||
contractual | ||||||||||||||
term | ||||||||||||||
Outstanding at January 1, 2013 | — | — | — | — | ||||||||||
Issued | 7,333 | $ | 12 | 4.3 | $ | — | ||||||||
Exercised | — | — | — | — | ||||||||||
Expired | — | — | — | — | ||||||||||
| | | | | | | | | | | | | | |
Outstanding at December 31, 2013 | 7,333 | $ | 12 | 4.3 | $ | — | ||||||||
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
Time-based option | Black-Scholes pricing model | ' | |||||||||||||
Equity Incentive Plans | ' | |||||||||||||
Schedule of valuation assumptions | ' | |||||||||||||
Black-Scholes Option Valuation Assumptions | 2013 | |||||||||||||
Risk-free interest rate | .93% - 2.03% | |||||||||||||
Dividend yield | — | |||||||||||||
Volatility | 34.4% - 36.7% | |||||||||||||
Weighted-average expected term (years) | 6 | |||||||||||||
Event-based option | Monte Carlo simulation model | ' | |||||||||||||
Equity Incentive Plans | ' | |||||||||||||
Schedule of valuation assumptions | ' | |||||||||||||
Monte Carlo Option Valuation Assumptions | 2013 | |||||||||||||
Risk-free interest rate | 1.78% | |||||||||||||
Dividend yield | — | |||||||||||||
Volatility | 36.70% | |||||||||||||
Weighted-average expected term (years) | 5.4 - 5.8 | |||||||||||||
Event-based restricted stock | Monte Carlo simulation model | ' | |||||||||||||
Equity Incentive Plans | ' | |||||||||||||
Schedule of valuation assumptions | ' | |||||||||||||
Monte Carlo Restricted Stock Valuation Assumptions | 2013 | |||||||||||||
Risk-free interest rate | 0.52% | |||||||||||||
Dividend yield | — | |||||||||||||
Volatility | 36.70% | |||||||||||||
Weighted-average expected term (years) | 0.6 - 1.3 |
Commitments_Tables
Commitments (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Commitments | ' | ||||||||||
Schedule of future minimum payments for operating leases and other commitments, primarily programming | ' | ||||||||||
Future minimum payments for these commitments and other commitments, primarily programming, are as follows (amounts in thousands): | |||||||||||
Year Ending December 31, | Operating | Other | Total | ||||||||
Lease | Commitments | ||||||||||
2014 | $ | 218 | $ | 6,481 | $ | 6,699 | |||||
2015 | 65 | 2,745 | 2,810 | ||||||||
2016 | 7 | 1,704 | 1,711 | ||||||||
2017 | — | 269 | 269 | ||||||||
2018 and thereafter | — | 6 | 6 | ||||||||
| | | | | | | | | | | |
Total | $ | 290 | $ | 11,205 | $ | 11,495 | |||||
| | | | | | | | | | | |
| | | | | | | | | | | |
Retirement_Plans_Tables
Retirement Plans (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Retirement Plans | ' | |||||||||||||||||||
Schedule of projected benefit obligation | ' | |||||||||||||||||||
Following is the plan's projected benefit obligation for the years ended December 31, 2013, 2012 and 2011 (amounts in thousands): | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Projected benefit obligation: | ||||||||||||||||||||
Balance, beginning of the year | $ | 2,127 | $ | 1,807 | $ | 1,461 | ||||||||||||||
Service cost | 83 | 60 | 46 | |||||||||||||||||
Interest cost | 84 | 90 | 84 | |||||||||||||||||
Actuarial loss | (157 | ) | 298 | 143 | ||||||||||||||||
Benefits paid to participants | (23 | ) | (128 | ) | — | |||||||||||||||
Plan amendment | — | — | 73 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Balance, end of year | $ | 2,114 | $ | 2,127 | $ | 1,807 | ||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
Schedule of funded status of the plan | ' | |||||||||||||||||||
At December 31, 2013, 2012 and 2011, the funded status of the plan was as follows (amounts in thousands): | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Excess of benefit obligation over the value of plan assets | $ | (2,114 | ) | $ | (2,127 | ) | $ | (1,807 | ) | |||||||||||
Unrecognized net actuarial gain | 473 | 666 | 389 | |||||||||||||||||
Unrecognized prior service cost | 103 | 122 | 143 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
Accrued benefit cost | $ | (1,538 | ) | $ | (1,339 | ) | $ | (1,275 | ) | |||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
Schedule of amounts recognized in the consolidated balance sheets | ' | |||||||||||||||||||
At December 31, 2013 and 2012, the amounts recognized in the consolidated balance sheets were classified as follows (amounts in thousands): | ||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||
Accrued benefit cost | $ | (2,114 | ) | $ | (2,127 | ) | ||||||||||||||
Accumulated other comprehensive loss | 576 | 788 | ||||||||||||||||||
| | | | | | | | |||||||||||||
Net amount recognized | $ | (1,538 | ) | $ | (1,339 | ) | ||||||||||||||
| | | | | | | | |||||||||||||
| | | | | | | | |||||||||||||
Schedule of benefits expected to be paid in each of the next five years and thereafter | ' | |||||||||||||||||||
The benefits expected to be paid in each of the next five years and thereafter are as follows (amounts in thousands): | ||||||||||||||||||||
Year Ending December 31, | Amount | |||||||||||||||||||
2014 | $ | 40 | ||||||||||||||||||
2015 | 51 | |||||||||||||||||||
2016 | 85 | |||||||||||||||||||
2017 | 124 | |||||||||||||||||||
2018 | 210 | |||||||||||||||||||
2019 through 2023 | 802 | |||||||||||||||||||
| | | | | ||||||||||||||||
$ | 1,312 | |||||||||||||||||||
| | | | | ||||||||||||||||
| | | | | ||||||||||||||||
Schedule of weighted-average rates used | ' | |||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Discount rate on the benefit obligation | 4.95 | % | 4.05 | % | 5.03 | % | ||||||||||||||
Rate of employee compensation increase | 4 | % | 4 | % | 4 | % | ||||||||||||||
Schedule of pension expenses | ' | |||||||||||||||||||
Pension expense for the years ended December 31, 2013, 2012 and 2011, consists of the following (amounts in thousands): | ||||||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||||||
Service cost | $ | 83 | $ | 60 | $ | 46 | ||||||||||||||
Interest cost | 84 | 90 | 84 | |||||||||||||||||
Expected return on plan assets | — | — | — | |||||||||||||||||
Recognized actuarial loss (gain) | — | — | — | |||||||||||||||||
Amortization of prior service cost | 19 | 21 | 56 | |||||||||||||||||
Net loss amortization | 36 | 21 | 11 | |||||||||||||||||
| | | | | | | | | | | ||||||||||
$ | 222 | $ | 192 | $ | 197 | |||||||||||||||
| | | | | | | | | | | ||||||||||
| | | | | | | | | | | ||||||||||
Schedule of further information about the Plan | ' | |||||||||||||||||||
Further information about the Plan is presented in the table below (amounts in thousands): | ||||||||||||||||||||
Pension Protection | Funding Improvement | WAPA PR's | Expiration | |||||||||||||||||
Act Zone Status | Plan/Rehabilitation Plan | Contribution | Date of | |||||||||||||||||
Collective | ||||||||||||||||||||
Surcharge | Bargaining | |||||||||||||||||||
Pension Fund | EIN | 2012 | Status | 2013 | 2012 | 2011 | Imposed | Agreements | ||||||||||||
TNGIPP (Plan No. 001) | 52-1082662 | Red | Implemented | $ | 144 | $ | 113 | $ | 108 | Yes | July 21, 2015 | |||||||||
June 27, 2016 |
Quarterly_Financial_Data_Unaud1
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Quarterly Financial Data (Unaudited) | ' | |||||||||||||
Schedule of quarterly financial data | ' | |||||||||||||
(Amounts in thousands, except per share amounts) | ||||||||||||||
2013 Quarters Ended(a) | ||||||||||||||
March 31 | June 30(b) | September 30 | December 31 | |||||||||||
Net revenues | $ | 13,495 | $ | 22,929 | $ | 23,705 | $ | 25,876 | ||||||
Operating (loss) income | (117 | ) | (1,292 | ) | 4,110 | 5,019 | ||||||||
Net (loss) income | (525 | ) | (2,426 | ) | (3,985 | ) | 2,639 | |||||||
(Loss) earnings per share: | ||||||||||||||
Basic | $ | (525 | ) | $ | (0.06 | ) | $ | (0.09 | ) | $ | 0.06 | |||
Dilutive | $ | (525 | ) | $ | (0.06 | ) | $ | (0.09 | ) | $ | 0.06 | |||
2012 Quarters Ended | ||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||
Net revenues | $ | 13,505 | $ | 17,228 | $ | 17,544 | $ | 23,091 | ||||||
Operating income | 2,788 | 5,457 | 3,651 | 8,971 | ||||||||||
Net income | 873 | 2,651 | 956 | 6,550 | ||||||||||
Earnings per share: | ||||||||||||||
Basic | $ | 873 | $ | 2,651 | $ | 956 | $ | 6,550 | ||||||
Dilutive | $ | 873 | $ | 2,651 | $ | 956 | $ | 6,550 | ||||||
(a) | ||||||||||||||
On April 4, 2013, the merger by and among Cinelatino, WAPA and Azteca providing for the combination of Cinelatino, WAPA and Azteca as indirect wholly-owned subsidiaries of Hemisphere (the "Transaction") was consummated. Although Hemisphere issued the equity interests in the Transaction, since it is a new entity formed solely to issue these equity securities to effect the Transaction, it would not be considered the acquirer, and one of the combining entities that existed before the Transaction must be identified as the acquirer. Based on the following, WAPA is the accounting acquirer and predecessor whose historical results are the results for Hemisphere. The operating results of the acquired businesses are included in the Company's consolidated financial statements as of the date of the Transaction. | ||||||||||||||
(b) | ||||||||||||||
As discussed in Note 1, the Company adjusted previously reported amounts. | ||||||||||||||
Nature_of_Business_and_Signifi3
Nature of Business and Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2013 | |
item | |
Nature of Business and Significant Accounting Policies | ' |
Number of operating segments | 1 |
WAPA | Espanol and WAPA America | ' |
Nature of Business | ' |
Equity interest (as a percent) | 100.00% |
Espanol | WAPA PR | ' |
Nature of Business | ' |
Equity interest (as a percent) | 100.00% |
Nature_of_Business_and_Signifi4
Nature of Business and Significant Accounting Policies (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Increase in selling, general and administrative | ' | ' | ' | ' | ' | ' | ' | ' | $29,678 | $13,667 | $13,024 |
Decrease in income tax expense | ' | ' | ' | ' | ' | ' | ' | ' | -3,130 | -6,285 | -3,984 |
Increase net loss | -2,639 | 3,985 | 2,426 | 525 | -6,550 | -956 | -2,651 | -873 | 4,297 | -11,030 | -7,604 |
Numerator for (loss) earnings per common share calculation: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | 2,639 | -3,985 | -2,426 | -525 | 6,550 | 956 | 2,651 | 873 | -4,297 | 11,030 | 7,604 |
Denominator for earnings per common share calculation: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average common shares, basic | ' | ' | ' | ' | ' | ' | ' | ' | 31,143,000 | 1,000 | 1,000 |
Weighted-average common shares, diluted | ' | ' | ' | ' | ' | ' | ' | ' | 31,143,000 | 1,000 | 1,000 |
Shares excluded from the computation of diluted (loss) income per common share | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | 0 | 0 |
Incorrect stock compensation expense | Adjustment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in selling, general and administrative | ' | ' | 900 | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in income tax expense | ' | ' | 300 | ' | ' | ' | ' | ' | ' | ' | ' |
Increase net loss | ' | ' | 600 | ' | ' | ' | ' | ' | ' | ' | ' |
Numerator for (loss) earnings per common share calculation: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net (loss) income | ' | ' | ($600) | ' | ' | ' | ' | ' | ' | ' | ' |
Nature_of_Business_and_Signifi5
Nature of Business and Significant Accounting Policies (Details 3) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Barter transactions: | ' | ' | ' |
Barter revenue | $1,448,000 | $1,363,000 | $1,021,000 |
Barter expense | -1,360,000 | -996,000 | -850,000 |
Barter revenue and expense | 88,000 | 367,000 | 171,000 |
Advertising and Marketing costs: | ' | ' | ' |
Advertising and marketing costs | $1,300,000 | $400,000 | $200,000 |
Nature_of_Business_and_Signifi6
Nature of Business and Significant Accounting Policies (Details 4) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Changes in the allowance for doubtful accounts | ' | ' | ' |
Beginning of Year | $180,000 | ' | ' |
Additions | 165,000 | -10,000 | 202,000 |
End of Year | 137,000 | 180,000 | ' |
Programming rights: | ' | ' | ' |
Impairment of programming rights | 0 | 0 | 0 |
Amortization of programming rights | 9,322,000 | 7,371,000 | 5,981,000 |
Accumulated amortization of programming rights | 13,800,000 | 8,400,000 | ' |
Accounts receivable | ' | ' | ' |
Changes in the allowance for doubtful accounts | ' | ' | ' |
Beginning of Year | 180,000 | 167,000 | 167,000 |
Additions | 5,000 | -10,000 | 202,000 |
Write-offs | 51,000 | 17,000 | 214,000 |
Recoveries | 3,000 | 40,000 | 12,000 |
End of Year | 137,000 | 180,000 | 167,000 |
Due from related parties | ' | ' | ' |
Changes in the allowance for doubtful accounts | ' | ' | ' |
Beginning of Year | 0 | ' | ' |
Additions | 514,000 | ' | ' |
End of Year | $514,000 | ' | ' |
WAPA | ' | ' | ' |
Accounts receivable: | ' | ' | ' |
Threshold period for considering receivable as past due | '90 days | ' | ' |
Nature_of_Business_and_Signifi7
Nature of Business and Significant Accounting Policies (Details 5) | 12 Months Ended |
Dec. 31, 2013 | |
Minimum | ' |
Property and equipment | ' |
Useful life | '1 year |
Maximum | ' |
Property and equipment | ' |
Useful life | '19 years |
Nature_of_Business_and_Signifi8
Nature of Business and Significant Accounting Policies (Details 6) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Deferred financing costs: | ' | ' | ' |
Amortization of deferred financing costs | $604,000 | $858,000 | $679,000 |
Accumulated amortization of deferred financing costs | $200,000 | $1,500,000 | ' |
Customer relationships and affiliate agreements | Minimum | ' | ' | ' |
Goodwill and other intangibles: | ' | ' | ' |
Estimated useful life | '6 years | ' | ' |
Customer relationships and affiliate agreements | Maximum | ' | ' | ' |
Goodwill and other intangibles: | ' | ' | ' |
Estimated useful life | '10 years | ' | ' |
Nature_of_Business_and_Signifi9
Nature of Business and Significant Accounting Policies (Details 7) (Programming rights, Level 3, Nonrecurring, USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Programming rights | Level 3 | Nonrecurring | ' | ' | ' |
Fair value of financial instruments: | ' | ' | ' |
Adjustments to fair value | $0 | $0 | $0 |
Business_Combination_Details
Business Combination (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Apr. 04, 2013 | Apr. 04, 2013 | Dec. 31, 2013 | Apr. 04, 2013 | Dec. 31, 2013 | Apr. 04, 2013 | Apr. 04, 2013 | Apr. 04, 2013 | Apr. 04, 2013 |
WAPA | Cinelatino | Cinelatino | Cinelatino | Cinelatino | Cinelatino | Cinelatino | Cinelatino | Cinelatino | ||||
item | WAPA | WAPA | WAPA | WAPA | WAPA | WAPA | WAPA | WAPA | ||||
Monte Carlo simulation model | Purchase price allocation adjustment | Issuance of shares contingent upon achieving specific closing market price of Class A common stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | |||||||
Minimum | Maximum | |||||||||||
item | ||||||||||||
Business Combination | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of post-transaction common shares of combined entities obtained by acquirer | ' | ' | ' | 46.40% | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of voting rights of combined entities obtained by acquirer | ' | ' | ' | 59.90% | ' | ' | ' | ' | ' | ' | ' | ' |
Number of directors on the combined entity board of directors represented by acquirer | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of directors on the combined entity board of directors | ' | ' | ' | 9 | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of total revenues of the combined entities represented as historical revenues by acquirer | ' | ' | ' | 69.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Total consideration | ' | ' | ' | ' | $129,424,000 | ' | ' | ' | ' | ' | ' | ' |
Cash consideration | ' | ' | ' | ' | 3,800,000 | ' | ' | ' | ' | ' | ' | ' |
Number of shares | ' | ' | ' | ' | 12,567,538 | ' | ' | ' | 1,142,504 | ' | ' | ' |
Fair value of shares | ' | ' | ' | ' | 128,800,000 | ' | 8,500,000 | ' | 11,700,000 | ' | ' | ' |
Estimated fair value of contingent consideration | ' | ' | ' | ' | 3,200,000 | ' | ' | ' | ' | ' | ' | ' |
Closing price per share to be attained for forfeiture of shares (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12.50 | $15 |
Number of trading days within a threshold period during which the closing price per share should attain the specified price per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | ' | ' |
Number of trading days in threshold for trading days during which closing price per share should attain the specified price per share subject to forfeiture | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' |
Number of threshold for trading days during which closing price per share should attain the specified price per share subject to forfeiture | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' |
Period from the date of transaction during which closing price per share should attain the specified price per share subject to forfeiture | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '36 months |
Number of common stock shares that have been achieved trading price and are no longer subject to forfeiture | ' | ' | ' | ' | ' | 571,252 | ' | ' | ' | ' | ' | ' |
Fair value of shares that have achieved trading price and are no longer subject to forfeiture | ' | ' | ' | ' | ' | 1,200,000 | ' | ' | ' | ' | ' | ' |
Significant assumptions utilized to value contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale price of stock (in dollars per share) | ' | ' | ' | ' | $10.25 | ' | ' | ' | ' | ' | ' | ' |
Volatility (as a percent) | ' | ' | ' | ' | 32.50% | ' | ' | ' | ' | ' | ' | ' |
Risk-Free Rate (as a percent) | ' | ' | ' | ' | 0.69% | ' | ' | ' | ' | ' | ' | ' |
Allocation of the purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | ' | ' | 12,865,000 | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable | ' | ' | ' | ' | 4,053,000 | ' | ' | ' | ' | ' | ' | ' |
Programming rights | ' | ' | ' | ' | 4,460,000 | ' | ' | ' | ' | ' | ' | ' |
Prepaid expenses and other current assets | ' | ' | ' | ' | 940,000 | ' | ' | ' | ' | ' | ' | ' |
Property and equipment, net | ' | ' | ' | ' | 21,000 | ' | ' | ' | ' | ' | ' | ' |
Other assets | ' | ' | ' | ' | 336,000 | ' | ' | ' | ' | ' | ' | ' |
Intangible asset - affiliate agreements | ' | ' | ' | ' | 37,900,000 | ' | ' | ' | ' | ' | ' | ' |
Current liabilities | ' | ' | ' | ' | -6,272,000 | ' | ' | ' | ' | ' | ' | ' |
Deferred tax liabilities | ' | ' | ' | ' | -12,594,000 | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | ' | ' | ' | ' | -32,097,000 | ' | ' | ' | ' | ' | ' | ' |
Fair value of identifiable net assets acquired | ' | ' | ' | ' | 9,612,000 | ' | ' | ' | ' | ' | ' | ' |
Goodwill | 130,794,000 | 10,983,000 | 10,983,000 | ' | 119,812,000 | ' | ' | ' | ' | ' | ' | ' |
Total | ' | ' | ' | ' | 129,424,000 | ' | ' | ' | ' | ' | ' | ' |
Discount rate (as a percent) | ' | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' |
Estimated remaining useful lives | ' | ' | ' | ' | '6 years | ' | ' | ' | ' | ' | ' | ' |
Purchase accounting adjustment to goodwill | ' | ' | ' | ' | ' | ' | ' | $14,300,000 | ' | ' | ' | ' |
Business_Combination_Details_2
Business Combination (Details 2) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Apr. 04, 2013 | Dec. 31, 2013 | Apr. 04, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Apr. 04, 2013 | Dec. 31, 2012 | Apr. 04, 2013 | Dec. 31, 2013 | Apr. 04, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 04, 2013 | Apr. 04, 2013 | Apr. 04, 2013 | Apr. 04, 2013 | Apr. 04, 2013 | Apr. 04, 2013 | Apr. 04, 2013 | Apr. 04, 2013 | |
Class A Common Stock | Class A Common Stock | Class A Common Stock | Class B common stock | Class B common stock | Class B common stock | Azteca | MVS | Merger transaction | Merger transaction | Merger transaction | Merger transaction | Merger transaction | Merger transaction | Merger transaction | Merger transaction | Merger transaction | Merger transaction | Merger transaction | Merger transaction | |||||||||||||
Pro Forma | Pro Forma | Pro Forma | Class A Common Stock | WAPA member and Cinelatino stockholders | WAPA member | WAPA member | Cinelatino stockholders | Cinelatino stockholders | Azteca | Cinelatino | ||||||||||||||||||||||
Class B common stock | Class B common stock | |||||||||||||||||||||||||||||||
Number of shares of stock of the Company issued and outstanding immediately following the consummation of the Transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Public shares outstanding prior to Transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' |
Founder shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' |
Total shares outstanding prior to the Transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500,000 | ' |
Less: Shareholders of public shares redeemed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,259,000 | ' |
Less: founder shares cancelled | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -250,000 | ' |
Shares issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,432,000 | ' | 12,568,000 | ' | ' | ' |
Total shares outstanding at closing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 43,991,000 | 11,241,000 | 10,991,100 | 0 | 33,000,000 | 33,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock subject to forfeiture in the event the market price of common stock does not meet certain levels | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 985,294 | ' | ' | 1,857,496 | ' | 1,142,504 | ' | ' |
Cash flows related to the Transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash in trust | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100,520,000 | ' |
Cash on hand | 176,622,000 | ' | ' | ' | 10,084,000 | ' | ' | ' | 176,622,000 | 10,084,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,865,000 |
Less: Redemption of public shares | ' | ' | ' | ' | ' | ' | ' | ' | -938,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -12,652,000 | ' |
Less: Cash consideration paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,000,000 | ' | ' | ' | ' | -7,333,000 | ' |
Less: Payment of fees and expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -5,963,000 | ' |
Total transaction proceeds | ' | ' | ' | ' | ' | ' | ' | ' | 82,437,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 82,437,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pro Forma Information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Revenues | 25,876,000 | 23,705,000 | 22,929,000 | 13,495,000 | 23,091,000 | 17,544,000 | 17,228,000 | 13,505,000 | 86,005,000 | 71,367,000 | 60,797,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 92,109,000 | 95,006,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Expenses: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost of revenues | ' | ' | ' | ' | ' | ' | ' | ' | 33,950,000 | 32,409,000 | 28,985,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,004,000 | 37,547,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Selling, general and administrative | ' | ' | ' | ' | ' | ' | ' | ' | 29,678,000 | 13,667,000 | 13,024,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,440,000 | 18,983,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation and amortization | ' | ' | ' | ' | ' | ' | ' | ' | 8,762,000 | 3,723,000 | 3,425,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,343,000 | 10,048,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Loss (gain) on disposition of assets | ' | ' | ' | ' | ' | ' | ' | ' | 199,000 | -1,000 | -39,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 199,000 | -1,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Total operating expenses | ' | ' | ' | ' | ' | ' | ' | ' | 78,283,000 | 50,501,000 | 45,395,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 64,986,000 | 66,577,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Operating income | 5,019,000 | 4,110,000 | -1,292,000 | -117,000 | 8,971,000 | 3,651,000 | 5,457,000 | 2,788,000 | 7,722,000 | 20,866,000 | 15,402,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,123,000 | 28,429,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Charge as a result of the termination of a certain agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expenses related to the Transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Apr. 04, 2013 | Dec. 31, 2012 | Nov. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Apr. 09, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 |
MVS | MVS | MVS | MVS | MVS | MVS | MVS | MVS | MVS | MVS | MVS | MVS | MVS | MVS | MVS | James M. McNamara and entity owned by James M. McNamara | James M. McNamara | Entity owned by James M. McNamara | Entity owned by James M. McNamara | Entity owned by James M. McNamara | Entity owned by James M. McNamara | Entity owned by James M. McNamara | Pantelion | Pantelion | InterMedia Partners VII, L.P | InterMedia Partners VII, L.P | InterMedia Partners VII, L.P | IMA | |
Satellite and Support Services Agreement | Satellite and Support Services Agreement | Satellite and Support Services Agreement | Master license agreement | Master license agreement | Master license agreement | Affiliation agreement | Affiliation agreement | Affiliation agreement | Distribution agreement | Distribution agreement | Movie license agreement | Movie license agreement | Consulting agreements with director and entity owned director | Consulting agreement with director | Programming agreements | Programming agreements | Programming agreements | Programming agreements | Programming agreements | Distribution agreement | Distribution agreement | Management services agreement | Management services agreement | Management services agreement | Services agreement | |||
Cinelatino | Cinelatino | Cinelatino | Cinelatino | Cinelatino | Cinelatino | Cinelatino | Cinelatino | Cinelatino | Cinelatino | Cinelatino | Cinelatino | item | Other assets | Other assets | Cinelatino | Cinelatino | WAPA | WAPA | WAPA | |||||||||
item | item | Maximum | ||||||||||||||||||||||||||
Related Party Transactions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of channel feeds delivered through satellite | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual fee for services | ' | ' | $2,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total expense | ' | ' | 1,600,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,097 | 200,000 | ' | 7,850 | 0 | 0 | ' | ' | 300,000 | ' | 0 | 600,000 | 600,000 | 100,000 |
Term of agreement | ' | ' | ' | ' | ' | '10 years | ' | ' | '6 years | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue as a percentage of license fees collected from distributors in Latin America and Mexico | ' | ' | ' | ' | ' | 13.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue recognized from related party | ' | ' | ' | ' | ' | 2,700,000 | 0 | 0 | 1,300,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution fee as a percentage of revenue received from multiple system operators | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash payment on termination of agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due from related parties, net of allowance for doubtful accounts | 2,100,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due to related parties | 500,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | 38,705 |
Number of specific movie titles to be distributed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Programming rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $72,113 | ' | ' | ' | ' | ' | $100,000 | $0 | ' | ' | ' | ' | ' | ' |
Number of movies licensed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of rentals agreed to be paid | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.50% | ' | ' | ' | ' |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Property and equipment | ' | ' | ' |
Property and equipment, gross | $42,691,000 | $41,680,000 | ' |
Less: accumulated depreciation | -19,581,000 | -16,080,000 | ' |
Property and equipment, net excluding construction and equipment installations in progress | 23,110,000 | 25,600,000 | ' |
Property and equipment, net | 24,675,000 | 26,861,000 | ' |
Depreciation expense | 3,800,000 | 3,500,000 | 3,200,000 |
Land and improvements | ' | ' | ' |
Property and equipment | ' | ' | ' |
Property and equipment, gross | 8,724,000 | 8,724,000 | ' |
Building | ' | ' | ' |
Property and equipment | ' | ' | ' |
Property and equipment, gross | 6,827,000 | 6,734,000 | ' |
Equipment | ' | ' | ' |
Property and equipment | ' | ' | ' |
Property and equipment, gross | 21,880,000 | 21,105,000 | ' |
Towers | ' | ' | ' |
Property and equipment | ' | ' | ' |
Property and equipment, gross | 5,260,000 | 5,117,000 | ' |
Equipment installations in progress | ' | ' | ' |
Property and equipment | ' | ' | ' |
Property and equipment, net | $1,565,000 | $1,261,000 | ' |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Goodwill and Intangible Assets | ' | ' | ' |
Broadcast licenses | $41,356 | $41,356 | ' |
Goodwill | 130,794 | 10,983 | 10,983 |
Other intangibles | 34,610 | 1,678 | ' |
Total intangible assets | $206,760 | $54,017 | ' |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Details 2) (USD $) | 12 Months Ended | |||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Broadcast license | Broadcast license | Broadcast license | Other intangibles | Other intangibles | Other intangibles | |||
Changes in the goodwill | ' | ' | ' | ' | ' | ' | ' | ' |
Net balance at the beginning of the period | $10,983 | $10,983 | ' | ' | ' | ' | ' | ' |
Additions | 119,811 | ' | ' | ' | ' | ' | ' | ' |
Net balance at the end of the period | 130,794 | 10,983 | ' | ' | ' | ' | ' | ' |
Changes in the other indefinite lived intangible assets | ' | ' | ' | ' | ' | ' | ' | ' |
Net balance at the beginning of the period | ' | ' | 41,356 | 41,356 | 41,356 | 700 | 700 | 700 |
Net balance at the end of the period | ' | ' | 41,356 | 41,356 | 41,356 | 700 | 700 | 700 |
Changes in the goodwill and other indefinite lived intangible assets, on a net basis | ' | ' | ' | ' | ' | ' | ' | ' |
Net balance at the beginning of the period | 53,039 | 53,039 | ' | ' | ' | ' | ' | ' |
Additions | 119,811 | ' | ' | ' | ' | ' | ' | ' |
Net balance at the end of the period | $172,850 | $53,039 | ' | ' | ' | ' | ' | ' |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets (Details 3) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Changes in other amortizable intangible assets | ' | ' | ' |
Amortization | ($5,000) | ($200) | ($200) |
Net balance at the end of the period | 33,910 | ' | ' |
Future estimated amortization expense | ' | ' | ' |
2014 | 6,547 | ' | ' |
2015 | 6,547 | ' | ' |
2016 | 6,547 | ' | ' |
2017 | 6,374 | ' | ' |
2018 | 6,316 | ' | ' |
2019 and thereafter | 1,579 | ' | ' |
Total | 33,910 | ' | ' |
Affiliate relationships | ' | ' | ' |
Changes in other amortizable intangible assets | ' | ' | ' |
Balance at the beginning of the period | 978 | 1,208 | ' |
Additions | 37,900 | ' | ' |
Amortization | -4,968 | -230 | ' |
Net balance at the end of the period | 33,910 | 978 | ' |
Future estimated amortization expense | ' | ' | ' |
Total | $33,910 | $978 | ' |
Affiliate relationships | Weighted average | ' | ' | ' |
Changes in other amortizable intangible assets | ' | ' | ' |
Remaining amortization period | '5 years 1 month 6 days | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Composition of income tax expense | ' | ' | ' |
Current income tax expense | $2,101,000 | $4,566,000 | $1,175,000 |
Deferred income tax expense | 1,029,000 | 1,719,000 | 2,809,000 |
Income tax expense | 3,130,000 | 6,285,000 | 3,984,000 |
Foreign withholding tax included in current tax expense | $1,900,000 | $36,845 | $74,929 |
Effective tax rates reconciliation | ' | ' | ' |
Pre-tax book income - US Only (as a percent) | 34.00% | 34.00% | 34.00% |
Permanent Items (as a percent) | -164.63% | 0.34% | 0.13% |
Return to provision true-Ups (as a percent) | 27.92% | -0.11% | ' |
Foreign rate differential (as a percent) | -7.43% | -3.87% | ' |
Branch tax benefit and foreign tax credits (as a percent) | 90.23% | -16.93% | ' |
Current/deferred - rate difference (as a percent) | 0.85% | 0.43% | ' |
Change in Valuation allowance (as a percent) | -212.63% | ' | ' |
Deferred foreign tax credit offset (as a percent) | -20.39% | -1.55% | ' |
State rate change (as a percent) | 146.93% | ' | ' |
Federal rate change (as a percent) | -152.83% | -0.86% | ' |
Effective tax rate (as a percent) | -261.83% | 36.17% | 34.13% |
Puerto Rico | ' | ' | ' |
Effective tax rates reconciliation | ' | ' | ' |
Pre-tax book income - PR Only (as a percent) | -3.85% | 24.72% | ' |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 |
In Thousands, unless otherwise specified | Puerto Rico | ||
Deferred tax assets: | ' | ' | ' |
Allowances for doubtful accounts | $884 | $103 | ' |
Interest rate swap agreement | ' | 87 | ' |
Deferred branch tax benefit | 17,159 | 13,551 | ' |
Deferred income | 48 | 58 | ' |
Accrued expenses | 3,052 | 2,886 | ' |
Foreign tax credit | 3,059 | 1,322 | ' |
Stock compensation | 1,962 | ' | ' |
Intangibles | 2,281 | 1,495 | ' |
Deferred tax assets, gross | 28,445 | 19,502 | ' |
Less : valuation allowance | -2,514 | ' | ' |
Deferred tax assets, net | 25,931 | 19,502 | ' |
Deferred tax liabilities: | ' | ' | ' |
Prepaid expenses | -166 | -85 | ' |
Intangibles | -30,600 | -12,116 | ' |
Property and equipment | -4,215 | -3,389 | ' |
Amortization expense | -1,043 | ' | ' |
Other liabilities | -82 | ' | ' |
Total deferred tax liabilities | -36,106 | -15,590 | ' |
Net deferred tax assets | -10,175 | 3,912 | ' |
Classification of deferred tax amounts | ' | ' | ' |
Current assets | ' | 3,049 | ' |
Noncurrent assets | ' | 863 | ' |
Assets | ' | 3,912 | ' |
Current liabilities | 8,135 | ' | ' |
Noncurrent liabilities | 2,040 | ' | ' |
Liabilities | $10,175 | ' | ' |
Income Taxes | ' | ' | ' |
Income tax rate before increase (as a percent) | ' | ' | 30.00% |
Income tax rate (as a percent) | ' | ' | 39.00% |
Income_Taxes_Details_3
Income Taxes (Details 3) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Income Taxes | ' | ' |
Uncertain tax position reserves | $0 | $0 |
Interest and penalties related to uncertain tax positions | 0 | 0 |
Foreign | ' | ' |
Income Taxes | ' | ' |
Foreign tax credit carryforwards | $3,100,000 | $1,300,000 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Apr. 13, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Mar. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2011 | Jul. 30, 2013 | Dec. 31, 2013 | Jul. 30, 2013 | |
Interest rate swap agreement | Interest rate swap agreement | Interest rate swap agreement | Interest rate swap agreement | Senior Notes due March 2016 | Revolving credit line | Revolving credit line | Revolving credit line | Revolving credit line | Term loan | Term loan | Term loan | Term Loan Facility | Term Loan Facility | Senior Notes due June 2017 | |||
Long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | ' | ' | ' | ' | ' | ' | $57,012,000 | ' | ' | ' | ' | $0 | $57,000,000 | ' | ' | $172,481,000 | ' |
Less: current portion | -1,750,000 | -4,608,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt less current portion | 170,731,000 | 52,404,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount of term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 66,000,000 | 175,000,000 | ' | ' |
Uncommitted accordion option base amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' |
Uncommitted accordion option multiplier of 1st lien net leverage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' |
Reference rate basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | ' | ' |
Interest rate margin (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' |
Interest rate floor (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25% | ' | ' |
Effective interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.25% | ' | ' |
OID (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' |
OID | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,700,000 | ' |
Accumulated amortization of original issue discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' |
Net debt issue costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,300,000 | ' |
Accumulated amortization | 200,000 | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' |
Loss on early extinguishment of debt | 1,649,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,600,000 | ' |
Maximum period after each fiscal year for prepayment of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '90 days | ' |
Prepayment of debt as a percentage of excess cash flow | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' |
First prepayment of debt as a percentage of excess cash flow, if lower leverage ratio is maintained | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' |
Second prepayment of debt as a percentage of excess cash flow, if lower leverage ratio is maintained | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' |
Borrowing capacity | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual commitment fee (as a percent) | ' | ' | ' | ' | ' | ' | ' | 0.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment fee | ' | ' | ' | ' | ' | ' | ' | ' | 37,192 | 75,000 | 60,000 | ' | ' | ' | ' | ' | ' |
Maturity term | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial notional amount | ' | ' | 33,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Variable rate basis for interest receivable | ' | ' | 'Three months LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fixed rate of interest (as a percent) | ' | ' | 1.14% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value | ' | ' | ' | 0 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional financing income (expense) related to the change in the fair value of derivatives | ' | ' | ' | 100,000 | 100,000 | -200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,100,000 |
Maturities of long-term debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2014 | 1,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2015 | 1,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2016 | 1,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2017 | 1,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
2018 and thereafter | 167,125,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total maturities | $174,125,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | Apr. 04, 2013 | Dec. 31, 2013 | Apr. 04, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Apr. 04, 2013 | Dec. 31, 2012 | Apr. 04, 2013 | Apr. 04, 2013 | Apr. 04, 2013 | Apr. 04, 2013 | Apr. 04, 2013 |
In Millions, except Share data, unless otherwise specified | Class B Common Stock | Class B Common Stock | Class B Common Stock | Class A Common Stock | Class A Common Stock | Class A Common Stock | Cinelatino/WAPA Investors | Cinelatino/WAPA Investors | Cinelatino/WAPA Investors | Azteca | Azteca | |
item | item | Class B Common Stock | Class A Common Stock | Class A Common Stock | ||||||||
Capitalization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate shares received | ' | ' | ' | ' | ' | ' | ' | ' | 33,000,000 | ' | ' | ' |
Common Stock, par value (in dollars per share) | ' | $0.00 | $0.00 | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' |
Cash received for surrender of equity interests | ' | ' | ' | ' | ' | ' | ' | $5 | ' | ' | ' | ' |
Warrants purchased from Azteca Acquisition Corporation (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,333,334 | ' | ' |
Stock conversion ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 |
Founder shares cancelled | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 | ' |
Number of shares of common stock subject to forfeiture in the event the market price of common stock does not meet certain levels | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000 |
Number of shares subject to forfeiture under pre-existing agreements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 735,294 |
Stock outstanding (in shares) | 43,991,000 | 33,000,000 | 33,000,000 | 0 | 11,241,000 | 10,991,100 | 0 | ' | ' | ' | ' | ' |
Number of shares of restricted stock issued | ' | ' | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' |
Number of votes per share of common stock | ' | ' | 10 | ' | ' | 1 | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Details_2
Stockholders' Equity (Details 2) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Equity Incentive Plans | ' | ' | ' |
Shares available for issuance | 1,100,000 | ' | ' |
Stock-Based Compensation | ' | ' | ' |
Stock-based compensation expense (in dollars) | $7,192,000 | $0 | $0 |
Class A Common Stock | ' | ' | ' |
Equity Incentive Plans | ' | ' | ' |
Shares authorized for issuance | 4,000,000 | ' | ' |
Stock Options | ' | ' | ' |
Equity Incentive Plans | ' | ' | ' |
Granted (in shares) | 1,730,000 | ' | ' |
Vested at the end of the period (in shares) | 275,000 | ' | ' |
Stock-Based Compensation | ' | ' | ' |
Unrecognized compensation cost related to non-vested stock options (in dollars) | 4,800,000 | ' | ' |
Weighted-average periods over which unrecognized compensation cost recognized | '3 years 1 month 6 days | ' | ' |
Estimated forfeitures (as a percent) | 1.50% | ' | ' |
Valuation assumptions | ' | ' | ' |
Dividend yield (as a percent) | 0.00% | ' | ' |
Number of shares | ' | ' | ' |
Granted (in shares) | 1,730,000 | ' | ' |
Outstanding at the end of the period (in shares) | 1,730,000 | ' | ' |
Exercisable at the end of the period (in shares) | 275,000 | ' | ' |
Weighted-average exercise price | ' | ' | ' |
Granted (in dollars per share) | $11.20 | ' | ' |
Outstanding at the end of the period (in dollars per share) | $11.20 | ' | ' |
Exercisable at the end of the period (in dollars per share) | $10.20 | ' | ' |
Weighted-average remaining contractual term | ' | ' | ' |
Outstanding at the beginning of the period | '9 years 3 months 18 days | ' | ' |
Granted | '9 years 3 months 18 days | ' | ' |
Outstanding at the end of the period | '9 years 3 months 18 days | ' | ' |
Exercisable at the end of the period | '9 years 3 months 18 days | ' | ' |
Aggregate intrinsic value | ' | ' | ' |
Granted (in dollars) | 1,157,000 | ' | ' |
Outstanding at the end of the period (in dollars) | 1,157,000 | ' | ' |
Exercisable at the end of the period (in dollars) | 459,000 | ' | ' |
Weighted average grant date fair value of options granted (in dollars per share) | $4.21 | ' | ' |
Stock Options | Class A Common Stock | ' | ' | ' |
Equity Incentive Plans | ' | ' | ' |
Granted (in shares) | 1,700,000 | ' | ' |
Number of shares | ' | ' | ' |
Granted (in shares) | 1,700,000 | ' | ' |
Restricted Stock | ' | ' | ' |
Equity Incentive Plans | ' | ' | ' |
Granted (in shares) | 1,195,000 | ' | ' |
Stock-Based Compensation | ' | ' | ' |
Unrecognized compensation cost related to non-vested restricted stock (in dollars) | $6,700,000 | ' | ' |
Weighted-average periods over which unrecognized compensation cost recognized | '2 years 3 months 18 days | ' | ' |
Number of shares | ' | ' | ' |
Granted (in shares) | 1,195,000 | ' | ' |
Vested (in shares) | -250,000 | ' | ' |
Outstanding at the end of the period (in shares) | 945,000 | ' | ' |
Weighted-average grant date fair value | ' | ' | ' |
Granted (in dollars per share) | $9.81 | ' | ' |
Vested (in dollars per share) | $8.41 | ' | ' |
Outstanding at the end of the period (in dollars per share) | $10.18 | ' | ' |
Restricted Stock | Class A Common Stock | ' | ' | ' |
Equity Incentive Plans | ' | ' | ' |
Granted (in shares) | 1,200,000 | ' | ' |
Number of shares | ' | ' | ' |
Granted (in shares) | 1,200,000 | ' | ' |
Time-based restricted stock awards and option awards | ' | ' | ' |
Equity Incentive Plans | ' | ' | ' |
Number of equal annual installments for vesting of awards | 3 | ' | ' |
Time-based option | ' | ' | ' |
Weighted-average grant date fair value | ' | ' | ' |
Vesting period | '3 years | ' | ' |
Time-based option | Black-Scholes pricing model | ' | ' | ' |
Valuation assumptions | ' | ' | ' |
Risk-free interest rate, minimum (as a percent) | 0.93% | ' | ' |
Risk-free interest rate, maximum (as a percent) | 2.03% | ' | ' |
Volatility, minimum (as a percent) | 34.40% | ' | ' |
Volatility, maximum (as a percent) | 36.70% | ' | ' |
Weighted-average expected term | '6 years | ' | ' |
Time-based restricted stock | ' | ' | ' |
Weighted-average grant date fair value | ' | ' | ' |
Vesting period | '3 years | ' | ' |
Event-based restricted stock awards and option awards | Class A Common Stock | Maximum | ' | ' | ' |
Equity Incentive Plans | ' | ' | ' |
Closing price per share to be attained for vesting of awards to begin (in dollars per share) | $15 | ' | ' |
Event-based restricted stock awards and option awards | Class A Common Stock | Minimum | ' | ' | ' |
Equity Incentive Plans | ' | ' | ' |
Closing price per share to be attained for vesting of awards to begin (in dollars per share) | $12.50 | ' | ' |
Number of trading days on which the closing price per share should attain the specified price per share for vesting of awards to begin | 10 | ' | ' |
Event-based option | ' | ' | ' |
Aggregate intrinsic value | ' | ' | ' |
Unvested options | 300,000 | ' | ' |
Event-based option | Monte Carlo simulation model | ' | ' | ' |
Valuation assumptions | ' | ' | ' |
Risk-free interest rates (as a percent) | 1.78% | ' | ' |
Volatility (as a percent) | 36.70% | ' | ' |
Event-based option | Monte Carlo simulation model | Maximum | ' | ' | ' |
Valuation assumptions | ' | ' | ' |
Weighted-average expected term | '5 years 9 months 18 days | ' | ' |
Event-based option | Monte Carlo simulation model | Minimum | ' | ' | ' |
Valuation assumptions | ' | ' | ' |
Weighted-average expected term | '5 years 4 months 24 days | ' | ' |
Event-based restricted stock | ' | ' | ' |
Aggregate intrinsic value | ' | ' | ' |
Unvested options | 150,000 | ' | ' |
Event-based restricted stock | Monte Carlo simulation model | ' | ' | ' |
Valuation assumptions | ' | ' | ' |
Risk-free interest rates (as a percent) | 0.52% | ' | ' |
Volatility (as a percent) | 36.70% | ' | ' |
Event-based restricted stock | Monte Carlo simulation model | Maximum | ' | ' | ' |
Valuation assumptions | ' | ' | ' |
Weighted-average expected term | '1 year 3 months 18 days | ' | ' |
Event-based restricted stock | Monte Carlo simulation model | Minimum | ' | ' | ' |
Valuation assumptions | ' | ' | ' |
Weighted-average expected term | '7 months 6 days | ' | ' |
Stockholders_Equity_Details_3
Stockholders' Equity (Details 3) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
D | |
Warrants | ' |
Exercise price of warrants per half share | $6 |
Minimum number of warrants exercisable by holder (in shares) | 2 |
Exercise price of warrants (in dollars per share) | $12 |
Issued (in shares) | 14,700,000 |
Outstanding (in shares) | 14,700,000 |
Number of warrants that may be called for redemption (in shares) | 10,000,000 |
Number of trading days through which last sales price of common stock is reported for warrant redemption | 20 |
Period of aggregate number of trading days through which last sales price of common stock is reported for warrant redemption | '30 days |
Number of shares | ' |
Issued (in shares) | 7,333,000 |
Outstanding at the end of the period (in shares) | 14,700,000 |
Weighted-average exercise price | ' |
Issued (in dollars per share) | $12 |
Outstanding at the end of the period (in dollars per share) | $12 |
Weighted-average remaining contractual term | ' |
Outstanding at the beginning of the period | '4 years 3 months 18 days |
Issued | '4 years 3 months 18 days |
Outstanding at the end of the period | '4 years 3 months 18 days |
Class A Common Stock | ' |
Warrants | ' |
Number of shares entitles to warrant holders (as a percent) | 0.5 |
Exercise price of warrants (in dollars per share) | $12 |
Warrants exercisable into number of shares | 7,300,000 |
Trigger price of stock in order to provide for redemption of warrants at option of the Company (in dollars per share) | $18 |
Commitments_Details
Commitments (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Commitments | ' | ' | ' |
Rental expense | $300,000 | $200,000 | $100,000 |
Future minimum payments for operating leases | ' | ' | ' |
2014 | 218,000 | ' | ' |
2015 | 65,000 | ' | ' |
2016 | 7,000 | ' | ' |
Total | 290,000 | ' | ' |
Future minimum payments for other commitments | ' | ' | ' |
2014 | 6,481,000 | ' | ' |
2015 | 2,745,000 | ' | ' |
2016 | 1,704,000 | ' | ' |
2017 | 269,000 | ' | ' |
2018 and thereafter | 6,000 | ' | ' |
Total | 11,205,000 | ' | ' |
Future minimum payments for operating leases and other commitments | ' | ' | ' |
2014 | 6,699,000 | ' | ' |
2015 | 2,810,000 | ' | ' |
2016 | 1,711,000 | ' | ' |
2017 | 269,000 | ' | ' |
2018 and thereafter | 6,000 | ' | ' |
Total | $11,495,000 | ' | ' |
Retirement_Plans_Details
Retirement Plans (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Projected benefit obligation: | ' | ' | ' |
Balance, beginning of the year | $2,127 | $1,807 | $1,461 |
Service cost | 83 | 60 | 46 |
Interest cost | 84 | 90 | 84 |
Actuarial loss | -157 | 298 | 143 |
Benefits paid to participants | -23 | -128 | ' |
Plan amendment | ' | ' | 73 |
Balance, end of year | 2,114 | 2,127 | 1,807 |
Funded status of the plan | ' | ' | ' |
Excess of benefit obligation over the value of plan assets | -2,114 | -2,127 | -1,807 |
Unrecognized net actuarial gain | 473 | 666 | 389 |
Unrecognized prior service cost | 103 | 122 | 143 |
Accrued benefit cost | -1,538 | -1,339 | -1,275 |
Net amounts recognized in the consolidated balance sheets | ' | ' | ' |
Accrued benefit cost | -2,114 | -2,127 | ' |
Accumulated other comprehensive loss | 576 | 788 | ' |
Accrued benefit cost | -1,538 | -1,339 | -1,275 |
Benefits expected to be paid in each of the next five years and thereafter | ' | ' | ' |
2014 | 40 | ' | ' |
2015 | 51 | ' | ' |
2016 | 85 | ' | ' |
2017 | 124 | ' | ' |
2018 | 210 | ' | ' |
2019 through 2023 | 802 | ' | ' |
Total | 1,312 | ' | ' |
Weighted-average rates used | ' | ' | ' |
Discount rate on the benefit obligation (as a percent) | 4.95% | 4.05% | 5.03% |
Rate of employee compensation increase (as a percent) | 4.00% | 4.00% | 4.00% |
Pension expense | ' | ' | ' |
Service cost | 83 | 60 | 46 |
Interest cost | 84 | 90 | 84 |
Amortization of prior service cost | 19 | 21 | 56 |
Net loss amortization | 36 | 21 | 11 |
Net periodic benefit cost | $222 | $192 | $197 |
Retirement_Plans_Details_2
Retirement Plans (Details 2) (WAPA PR, USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
item | |||
Multiemployer pension | ' | ' | ' |
Ownership interest (as a percent) | 100.00% | ' | ' |
Multiemployer pension | ' | ' | ' |
Multiemployer pension | ' | ' | ' |
Number of collective bargaining agreements | 2 | ' | ' |
Period beginning on the effective date of the MOA during which withdrawal from the plan would result in additional contribution due to the unfunded vested benefits | '5 years | ' | ' |
Surcharge in the initial year (as a percent) | 5.00% | ' | ' |
Surcharge for each successive year, thereafter, the plan is in critical status (as a percent) | 10.00% | ' | ' |
Contributions | $144 | $113 | $108 |
Multiemployer pension | Beginning on January 1, 2013 | ' | ' | ' |
Multiemployer pension | ' | ' | ' |
Increase in the contribution rate agreed by the company under the "preferred schedule" of the Rehabilitation Plan (as a percent) | 0.03 | ' | ' |
Multiemployer pension | Beginning on January 1, 2014 | ' | ' | ' |
Multiemployer pension | ' | ' | ' |
Increase in the contribution rate agreed by the company under the "preferred schedule" of the Rehabilitation Plan (as a percent) | 0.03 | ' | ' |
Multiemployer pension | Beginning on January 1, 2015 | ' | ' | ' |
Multiemployer pension | ' | ' | ' |
Increase in the contribution rate agreed by the company under the "preferred schedule" of the Rehabilitation Plan (as a percent) | 0.03 | ' | ' |
Quarterly_Financial_Data_Unaud2
Quarterly Financial Data (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Quarterly Financial Data (Unaudited) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net revenues | $25,876 | $23,705 | $22,929 | $13,495 | $23,091 | $17,544 | $17,228 | $13,505 | $86,005 | $71,367 | $60,797 |
Operating (loss) income | 5,019 | 4,110 | -1,292 | -117 | 8,971 | 3,651 | 5,457 | 2,788 | 7,722 | 20,866 | 15,402 |
Net (loss) income | $2,639 | ($3,985) | ($2,426) | ($525) | $6,550 | $956 | $2,651 | $873 | ($4,297) | $11,030 | $7,604 |
(Loss) earnings per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in dollars per share) | $0.06 | ($0.09) | ($0.06) | ($525) | $6,550 | $956 | $2,651 | $873 | ($0.14) | $11,030 | $7,604 |
Dilutive (in dollars per share) | $0.06 | ($0.09) | ($0.06) | ($525) | $6,550 | $956 | $2,651 | $873 | ($0.14) | $11,030 | $7,604 |
Subsequent_Event_Details
Subsequent Event (Details) (Subsequent event, Media World, Scenario forecast, USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Jan. 22, 2014 |
item | |
Subsequent event | Media World | Scenario forecast | ' |
Subsequent event | ' |
Number of Spanish-language cable television networks whose assets are acquired | 3 |
Assets acquired in cash | $102.20 |