Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 05, 2018 | |
Entity Registrant Name | HEMISPHERE MEDIA GROUP, INC. | |
Entity Central Index Key | 1,567,345 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Common Class A | ||
Entity Common Stock, Shares Outstanding | 19,624,028 | |
Common Class B | ||
Entity Common Stock, Shares Outstanding | 19,720,381 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash | $ 95,932 | $ 124,299 |
Accounts receivable, net of allowance for doubtful accounts of $2,501 and $2,327, respectively | 27,489 | 20,007 |
Due from related parties | 2,834 | 2,169 |
Programming rights | 10,400 | 7,723 |
Prepaids and other current assets | 10,499 | 12,517 |
Total current assets | 147,154 | 166,715 |
Programming rights, net of current portion | 14,327 | 11,520 |
Property and equipment, net | 32,372 | 24,433 |
Broadcast license | 41,356 | 41,356 |
Goodwill | 164,887 | 164,887 |
Other intangibles, net | 41,790 | 51,661 |
Deferred income taxes | 4,822 | 4,802 |
Equity method investments | 46,619 | 30,907 |
Interest rate swap | 3,302 | 773 |
Other assets | 774 | 832 |
Total Assets | 497,403 | 497,886 |
Current Liabilities | ||
Accounts payable | 4,236 | 3,465 |
Due to related parties | 3,881 | 1,885 |
Accrued agency commissions | 3,175 | 4,064 |
Accrued compensation and benefits | 5,510 | 5,540 |
Accrued marketing | 5,602 | 4,997 |
Other accrued expenses | 4,072 | 3,795 |
Programming rights payable | 3,454 | 2,920 |
Investee losses in excess of investment | 8,853 | 2,806 |
Current portion of long-term debt | 1,601 | 2,133 |
Total current liabilities | 40,384 | 31,605 |
Programming rights payable, net of current portion | 3,760 | 1,101 |
Long-term debt, net of current portion | 204,345 | 205,509 |
Deferred income taxes | 19,089 | 18,763 |
Defined benefit pension obligation | 2,139 | 2,004 |
Total Liabilities | 269,717 | 258,982 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 50,000,000 shares authorized; 0 shares issued and outstanding at September 30, 2018 and December 31, 2017 | ||
Additional paid-in capital | 268,316 | 265,329 |
Treasury stock, at cost 5,591,680 and 5,390,107 at September 30, 2018 and December 31, 2017, respectively | (59,747) | (57,303) |
Retained earnings | 16,682 | 30,401 |
Accumulated other comprehensive income | 2,430 | 472 |
Total Stockholders' Equity | 227,686 | 238,904 |
Total Liabilities and Stockholders' Equity | 497,403 | 497,886 |
Common Class A | ||
Stockholders' Equity | ||
Common stock | 3 | 3 |
Treasury stock, at cost 5,591,680 and 5,390,107 at September 30, 2018 and December 31, 2017, respectively | (24,000) | |
Common Class B | ||
Stockholders' Equity | ||
Common stock | $ 2 | $ 2 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Accounts receivable, allowance for doubtful accounts | $ 2,501 | $ 2,327 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock, shares | 5,591,680 | 5,390,107 |
Common Class A | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 24,831,256 | 25,171,433 |
Treasury stock, shares | 1,900,000 | |
Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 33,000,000 | 33,000,000 |
Common stock, shares issued | 19,720,381 | 20,800,998 |
Common stock, shares outstanding | 19,720,381 | 20,800,998 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Condensed Consolidated Statements of Operations | ||||
Net revenues | $ 37,239 | $ 32,173 | $ 101,065 | $ 100,512 |
Operating Expenses: | ||||
Cost of revenues | 11,039 | 9,883 | 31,300 | 30,426 |
Selling, general and administrative | 11,095 | 9,510 | 32,787 | 28,845 |
Depreciation and amortization | 4,023 | 4,041 | 12,040 | 12,223 |
Other expenses | 193 | 332 | 967 | 3,056 |
(Gain) from FCC repack and other (gain) loss | (936) | (974) | 2 | |
Total operating expenses | 25,414 | 23,766 | 76,120 | 74,552 |
Operating income | 11,825 | 8,407 | 24,945 | 25,960 |
Other (expenses) income: | ||||
Interest expense, net | (3,073) | (2,863) | (8,976) | (8,089) |
Loss on equity method investments | (8,657) | (2,571) | (27,278) | (2,450) |
Gain from insurance proceeds | 2,080 | 2,080 | ||
Loss on impairment of fixed assets | (533) | (533) | ||
Total other expenses, net | (9,650) | (5,967) | (34,174) | (11,072) |
Income (loss) before income taxes | 2,175 | 2,440 | (9,229) | 14,888 |
Income tax expense | (3,229) | (1,758) | (4,490) | (6,280) |
Net (loss) income | $ (1,054) | $ 682 | $ (13,719) | $ 8,608 |
(Loss) earnings per share: | ||||
Basic (in dollars per share) | $ (0.03) | $ 0.02 | $ (0.35) | $ 0.21 |
Diluted (in dollars per share) | $ (0.03) | $ 0.02 | $ (0.35) | $ 0.21 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 38,969 | 40,398 | 38,982 | 40,515 |
Diluted (in shares) | 38,969 | 40,925 | 38,982 | 40,831 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Condensed Consolidated Statement of Comprehensive (Loss) Income | ||||
Net (loss) income | $ (1,054) | $ 682 | $ (13,719) | $ 8,608 |
Change in fair value of interest rate swap, net of income taxes | 321 | 132 | 1,958 | (208) |
Comprehensive (loss) income | $ (733) | $ 814 | $ (11,761) | $ 8,400 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity - 9 months ended Sep. 30, 2018 - USD ($) shares in Thousands, $ in Thousands | Common StockCommon Class A | Common StockCommon Class B | Additional Paid-In Capital | Treasury StockCommon Class A | Retained Earnings | Accumulated Other Comprehensive Income | Total |
Balance at the beginning of the period at Dec. 31, 2017 | $ 3 | $ 2 | $ 265,329 | $ (57,303) | $ 30,401 | $ 472 | $ 238,904 |
Balance at the beginning of the period (in shares) at Dec. 31, 2017 | 25,171 | 20,801 | |||||
Condensed Consolidated Statements of Changes in Stockholders' Equity | |||||||
Net loss | (13,719) | (13,719) | |||||
Stock-based compensation | 2,967 | 2,967 | |||||
Vesting of restricted stock | $ 0 | 0 | (326) | (326) | |||
Vesting of restricted stock (in shares) | 199 | ||||||
Repurchase of Class A common stock | (2,104) | (2,104) | |||||
Forfeiture of common stock earnouts | $ 0 | $ 0 | 0 | ||||
Forfeiture of common stock earnouts (in shares) | (544) | (1,081) | |||||
Exercise of warrants | $ 0 | 20 | 20 | ||||
Exercise of warrants (in shares) | 2 | ||||||
Other comprehensive income, net of tax | 1,958 | 1,958 | |||||
Exercise of options | $ 0 | 0 | (14) | (14) | |||
Exercise of options (in shares) | 3 | ||||||
Balance at the end of the period at Sep. 30, 2018 | $ 3 | $ 2 | $ 268,316 | $ (59,747) | $ 16,682 | $ 2,430 | $ 227,686 |
Balance at the end of the period (in shares) at Sep. 30, 2018 | 24,831 | 19,720 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Reconciliation of Net (Loss) Income to Net Cash Provided by Operating Activities: | ||
Net (loss) income | $ (13,719) | $ 8,608 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Depreciation and amortization | 12,040 | 12,223 |
Program amortization | 8,957 | 9,572 |
Amortization of deferred financing costs and original issue discount | 440 | 475 |
Stock-based compensation | 2,967 | 3,104 |
Provision for bad debts | 174 | 48 |
(Gain) loss on disposition of assets | (43) | 2 |
Loss on equity method investments | 27,278 | 2,450 |
Deferred tax expense | (265) | (192) |
Loss on impairment of fixed assets | 533 | |
Gain on insurance proceeds | (2,080) | |
Gain from FCC repack | (566) | |
Decrease (increase) in: | ||
Accounts receivable | (7,656) | 275 |
Programming rights | (14,441) | (13,446) |
Prepaids and other assets | 2,076 | (345) |
(Decrease) increase in: | ||
Accounts payable | 771 | 1,509 |
Due to related parties, net | 1,331 | 439 |
Accrued expenses | (728) | (5,210) |
Programming rights payable | 3,193 | 1,376 |
Taxes payable | 691 | (1,583) |
Other liabilities | 135 | (249) |
Net cash provided by operating activities | 20,555 | 19,589 |
Cash Flows From Investing Activities: | ||
Funding of equity method investments | (36,947) | (26,856) |
Capital expenditures | (10,064) | (1,979) |
Insurance proceeds | 2,080 | |
FCC repack proceeds | 566 | |
Net cash used in investing activities | (44,365) | (28,835) |
Cash Flows From Financing Activities: | ||
Repayments of long-term debt | (2,133) | (1,600) |
Financing fees | (1,114) | |
Purchase of treasury stock | (2,444) | (11,020) |
Proceeds from exercise of warrants | 20 | 211 |
Net cash used in financing activities | (4,557) | (13,523) |
Net decrease in cash | (28,367) | (22,769) |
Cash: | ||
Beginning | 124,299 | 163,090 |
Ending | 95,932 | 140,321 |
Cash payments for: | ||
Interest | 8,564 | 7,654 |
Income taxes | $ 8 | $ 8,268 |
Nature of business
Nature of business | 9 Months Ended |
Sep. 30, 2018 | |
Nature of business | |
Nature of business | Note 1. Nature of business Nature of business: The accompanying Unaudited Condensed 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 Holdings”), and HMTV Cable, Inc., the parent company of the entities for the acquired networks consisting of Pasiones, Television Dominicana, and Centroamerica TV. Hemisphere was incorporated in Delaware on January 16, 2013, and consummated its initial public offering on April 4, 2013. In these notes, the terms “Company,” “we,” “us” or “our” mean Hemisphere and all subsidiaries included in our Unaudited Condensed Consolidated Financial Statements. Basis of presentation: The accompanying Unaudited Condensed Consolidated Financial Statements for Hemisphere and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. Our financial condition as of, and operating results, for the three and nine months ended September 30, 2018 are not necessarily indicative of the financial condition or results that may be expected for any future interim period or for the year ending December 31, 2018. These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017. Net (loss) earnings per common share: Basic (loss) earnings per share (“EPS”) are computed by dividing income 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, except per share amounts ): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Numerator for (loss) earnings per common share calculation: Net (loss) income $ (1,054) $ 682 $ (13,719) $ 8,608 Denominator for (loss) earnings per common share calculation: Weighted-average common shares, basic 38,969 40,398 38,982 40,515 Effect of dilutive securities Stock options, restricted stock and warrants — 527 — 316 Weighted-average common shares, diluted 38,969 40,925 38,982 40,831 (Loss) earnings per share Basic $ (0.03) $ 0.02 $ (0.35) $ 0.21 Diluted $ (0.03) $ 0.02 $ (0.35) $ 0.21 We apply the treasury stock method to measure the dilutive effect of our outstanding warrants (for the nine months ended September 30, 2018), stock options and restricted stock awards and include the respective common share equivalents in the denominator of our diluted income per common share calculation. Per the Accounting Standards Codification (“ASC”) 260 accounting guidance, under the treasury stock method, the incremental shares (difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation (ASC 260-10-45-23). The assumed exercise only occurs when the securities are “In the Money” (exercise price is lower than the average market price for the period). If the securities are “Out of the Money” (exercise price is higher than the average market price for the period), the exercise is not assumed since the result would be anti-dilutive. Potentially dilutive securities representing 1.2 million and 1.7 million shares of common stock as of the three and nine months ended September 30,2018, respectively, were excluded from the computation of diluted income per common share for this period because their effect would have been anti-dilutive. The net (loss) income per share amounts are the same for our Class A common stock, par value $0.0001 per share (“Class A common stock”) and Class B common stock, par value $0.0001 per share (“Class B common stock”), because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. As a result of the net loss for the three and nine months ended September 30, 2018, 0.3 million outstanding awards were not included in the computation of diluted earnings per share because their effect was anti-dilutive. Use of estimates: In preparing these 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 sheet dates, and the reported revenues and expenses for the three and nine months ended September 30, 2018 and 2017. 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. Recently adopted Accounting Standards: On January 1, 2018, we adopted, on a modified retrospective basis, Financial Accounting Standards Board (the “FASB”) ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) (the “new revenue standard”), which provides accounting guidance that establishes a new revenue recognition framework in GAAP for all companies and industries. The core principle of the new revenue framework is that an entity should recognize revenue from the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to receive for those goods or services. The revenue framework includes a five-step model to determine the timing and amount of revenue to recognize related to contracts with customers. In addition, this revenue framework requires new or expanded disclosures related to the amounts of revenue recognized and judgments made by companies when following this framework. The adoption of the new accounting guidance did not result in changes in the way the Company records affiliate fees, advertising revenue or content licensing fees. Guidance pertaining to the evaluation of whether revenue should be presented on a gross or net basis was changed in connection with the new revenue standard and the application of such change has been made in the presentation of revenues in the consolidated financial statements. The adoption of the new revenue standard did not have a material impact to our unaudited statement of operations for the three and nine months ended September 30, 2018, and did not have a material impact to our unaudited consolidated balance sheet as of September 30, 2018. For more information, see Note 2, “Revenue Recognition” of Notes to Unaudited Condensed Consolidated Financial Statements. Accounting guidance not yet adopted: In June 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-07–Compensation –Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this ASU apply to any entity that enters into share-based payment transactions with nonemployees. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2018. Early adoption is permitted, but no earlier than an entity’s adoption date of ASC 606. We are currently evaluating the impact of this Update on our consolidated financial statements. In February 2018, the FASB issued ASU 2018-02—Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of certain tax effects from Accumulated other comprehensive income. The amendments in this ASU apply to any entity that has items of other comprehensive income (“OCI”) for which the related tax effects are presented in OCI, as previously required by GAAP. This ASU allows a one time reclassification from OCI to Retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act enacted on December 22, 2017. The amendments in this ASU are effective for all entities for annual periods beginning after December 31, 2018. Early adoption is permitted and the effect of the adoption should be reflected as of the beginning of the fiscal year of adoption. We are currently evaluating the impact of this Update on our consolidated financial statements. In August 2017, the FASB issued ASU 2017-12 — Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The amendments in this ASU apply to any entity that elects to apply hedge accounting and is intended to better align an entity’s risk management activities and financial reporting for hedging relationships. The ASU amends effectiveness testing requirements, income statement presentation and disclosures and permits additional risk management strategies to qualify for hedge accounting. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019. Early application is permitted; the effect of the adoption should be reflected as of the beginning of the fiscal year of adoption. We are currently evaluating the impact of this Update on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02—Leases (Topic 842). ASU 2016-02 amends the FASB ASC, creating Topic 842, Leases. Topic 842 affects any entity that enters into a lease, with specified scope exemptions, and supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases, including operating leases. The recognition, measurement and presentation of expenses and cash flows from a lease by a lessee have not changed significantly from previous GAAP. The principle difference from previous guidance is that the assets and liabilities arising from an operating lease should be recognized in the statement of financial position. The guidance will be effective for the first interim period of our 2019 fiscal year. Early application of the amendments in this update is permitted. We are currently evaluating the impact of this Update on our consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2018 | |
Revenue Recognition | |
Revenue Recognition | Note 2. Revenue Recognition We transitioned to the FASB ASC 606, from ASC 605, Revenue Recognition, on January 1, 2018 using the modified retrospective method. Our condensed consolidated financial statements reflect the application of ASC 606 guidance beginning January 1, 2018, while our condensed consolidated financial statements for prior periods were prepared under ASC 605 guidance. There were no cumulative effects of our transition to ASC 606. For more information, see Note 1, “Basis of Presentation” of Notes to Unaudited Condensed Consolidated Financial Statements. The following table presents the revenues disaggregated by revenue source (amounts in thousands): Three months ended September 30, Revenues by type 2018 2017 Affiliate fees $ 20,287 $ 19,021 Advertising revenue 15,855 12,518 Other revenue 1,097 634 Total revenue $ 37,239 $ 32,173 Nine months ended September 30, Revenues by type 2018 2017 Affiliate fees $ 58,231 $ 58,008 Advertising revenue 40,539 40,962 Other revenue 2,295 1,542 Total revenue $ 101,065 $ 100,512 The following is a description of principal activities from which we generate our revenue: Affiliate fees: We enter into arrangements with multi-channel video distributors, such as cable, satellite and telecommunications companies (referred to as “MVPDs”) to provide a continuous feed of our programming generally based on a per subscriber fee pursuant to multi-year contracts, referred to as “affiliation agreements”, which typically provide for annual rate increases. We have used the practical expedient related to the right to invoice and recognize revenue at the amount to which we have the right to invoice for services performed. The specific affiliate fees we earn vary from period to period, distributor to distributor and also vary among our Networks, but are generally based upon the number of each distributor’s paying subscribers who receive our Networks. Changes in affiliate fees are primarily derived from changes in contractual per subscriber rates charged for our Networks and changes in the number of subscribers. MVPDs report their subscriber numbers to us generally on a two month lag. We record revenue based on estimates of the number of subscribers utilizing the most recently received remittance reporting of each MVPD, which is consistent with our past practice and industry practice. Revenue is recognized on a month by month basis when the performance obligations to provide service to the MVPDs is satisfied. Payment is typically received within sixty days. Advertising revenue: Advertising revenues are generated from the sale of commercial time, which is typically sold pursuant to sale orders with advertisers providing for an agreed upon commitment and price per spot. We recognize revenue from the sale of advertising as performance obligations are satisfied upon airing of the advertising; therefore, revenue is recognized at a point in time when each advertising spot is transmitted. Agency fees are calculated based on a stated percentage applied to gross billing revenue for our advertising inventory and are reported as a reduction of advertising revenue. Payment is typically due and received within thirty days. Other revenue: Other revenues are derived primarily through the licensing of our content. We enter into agreements to license content and recognize revenue when the performance obligation is satisfied and control is transferred, which is generally upon delivery of the content. Comparison to amounts if ASC 605 had been in effect The following table reflects the impact of adoption of ASC 606 on our condensed consolidated statements of operations for the three and nine months ended September 30, 2018, and the amounts as if ASC 605 was still in effect (“ASC 605 Presentation”) (amounts in thousands): Three months ended September 30, 2018 ASC 605 ASC 606 Reported Reclassification Presentation Net revenues $ 37,239 $ (993) $ 36,246 Operating expenses 25,414 (993) 24,421 Operating income $ 11,825 $ — $ 11,825 Nine months ended September 30, 2018 ASC 605 ASC 606 Reported Reclassification Presentation Net revenues $ 101,065 $ (2,684) $ 98,381 Operating expenses 76,120 (2,684) 73,436 Operating income $ 24,945 $ — $ 24,945 |
Related party transactions
Related party transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related party transactions | |
Related party transactions | Note 3. Related party transactions The Company has various agreements with MVS, a Mexican media and television conglomerate, which has directors and stockholders in common with the Company 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 closed captioning, and other support services (the “Satellite and Support Services Agreement”). This agreement was amended on May 20, 2015, to expand the services MVS provides to Cinelatino to include commercial insertion and editing services to support advertising sales on Cinelatino’s U.S. feed. We continue to operate under the terms of this agreement while we negotiate the renewal. Expenses incurred under this agreement are included in cost of revenues in the accompanying unaudited condensed consolidated statements of operations. Total expenses incurred were $0.6 million for each of the three months ended September 30, 2018 and 2017, and $2.0 million and $1.9 million for the nine months ended September 30, 2018 and 2017, respectively. Amounts due to MVS pursuant to the agreements noted above amounted to $3.9 million and $1.9 million at September 30, 2018 and December 31, 2017, respectively. · An affiliation agreement through August 1, 2017, for the distribution and exhibition of Cinelatino’s programming service through Dish Mexico (d/b/a Comercializadora de Frecuencias Satelitales, S. de R.L. de C.V.), an MVS affiliate that transmits television programming services throughout Mexico. We continue to operate under the terms of this agreement while we negotiate the renewal. Total revenues recognized were $0.5 million for each of the three months ended September 30, 2018 and 2017, and $1.4 million and $1.6 million for the nine months ended September 30, 2018 and 2017, respectively. Amounts due from Dish Mexico amounted to $0.3 million at September 30, 2018 and December 31, 2017. · In 2017, we granted MVS the non-exclusive right to duplicate, distribute and exhibit Cinelatino’s service via cable, satellite or by any other means in Mexico. Pursuant to the arrangement, Cinelatino receives revenues net of MVS’s distribution fee, which is presently equal to 13.5% of all license fees collected from third party distributors managed by MVS to the extent that distribution is not owned by MVS . Total revenues recognized were $0.3 million for each of the three months ended September 30, 2018 and 2017. Total revenues recognized were $0.8 million and $1.3 million for the nine months ended September 30, 2018 and 2017, respectively. Amounts due from MVS pursuant to the agreements noted above amounted to $2.5 million and $1.8 million at September 30, 2018 and December 31, 2017, respectively. We renewed a three-year consulting agreement effective April 9, 2016 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. Total expenses incurred under this agreement are included in selling, general and administrative expenses and amounted to $0.1 million for each of the three months ended September 30, 2018 and 2017, and $0.4 million for each of the nine months ended September 30, 2018 and 2017. No amounts were due to this related party at September 30, 2018 and December 31, 2017. We entered into agreements effective February 1, 2015, to license the rights to motion pictures from Lions Gate Films, Inc. (“Lionsgate”) for a total license fee of $1.0 million. Some of the titles are owned or controlled by Pantelion Films, LLC (“Pantelion”), for which Lionsgate acts as Pantelion’s exclusive licensing agent. Pantelion is a joint venture made up of several organizations, including Panamax (an entity owned by James M. McNamara), Lionsgate and Grupo Televisa. Fees paid by Cinelatino to Lionsgate may be remunerated to Pantelion in accordance with their financial arrangements. Expenses incurred under this agreement are included in cost of revenues in the accompanying unaudited condensed consolidated statements of operations, and amounted to $0.0 million and $0.1 million for the three months ended September 30, 2018 and 2017, respectively, and $0.1 million and $0.2 million for the nine months ended September 30, 2018 and 2017, respectively. At September 30, 2018 and December 31, 2017, $0.0 million and $0.1 million, respectively, is included in programming rights in the accompanying condensed consolidated balance sheets. We have entered into an output agreement with Pantelion for the licensing of movie titles. Expenses incurred under this agreement are included in cost of revenues in the accompanying unaudited condensed consolidated statements of operations and amounted to $0.0 million for each of the three and nine months ended September 30, 2018. At September 30, 2018, $0.1 million is included in programming rights in the accompanying condensed consolidated balance sheets related to these agreements. |
Goodwill and intangible assets
Goodwill and intangible assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and intangible assets | |
Goodwill and intangible assets | Note 4. Goodwill and intangible assets Goodwill and intangible assets consist of the following as of September 30, 2018 and December 31, 2017 ( amounts in thousands ): September 30, December 31, 2018 2017 Broadcast license $ 41,356 $ 41,356 Goodwill 164,887 164,887 Other intangibles 41,790 51,661 Total intangible assets $ 248,033 $ 257,904 A summary of changes in the Company’s goodwill and other indefinite-lived intangible assets, on a net basis, for the nine months ended September 30, 2018 is as follows (amounts in thousands) : Net Balance at Net Balance at December 31, 2017 Additions Impairment September 30, 2018 Broadcast license $ 41,356 $ — $ — $ 41,356 Goodwill 164,887 — — 164,887 Brands 15,986 — — 15,986 Other intangibles 700 — — 700 Total indefinite-lived intangibles $ 222,929 $ — $ — $ 222,929 A summary of the changes in the Company’s other amortizable intangible assets for the nine months ended September 30, 2018 is as follows (amounts in thousands) : Net Balance at Net Balance at December 31, 2017 Additions Amortization September 30, 2018 Affiliate relationships $ 32,343 $ — $ (9,053) $ 23,290 Advertiser relationships 1,240 — (412) 828 Non-compete agreement 1,235 — (412) 823 Other intangibles 157 65 (59) 163 Total finite-lived intangibles $ 34,975 $ 65 $ (9,936) $ 25,104 The aggregate amortization expense of the Company’s amortizable intangible assets was $3.3 million for each of the three months ended September 30, 2018 and 2017, and $9.9 million and $10.0 million for the nine months ended September 30, 2018 and 2017, respectively. The weighted average remaining amortization period is 3.0 years at September 30, 2018. Future estimated amortization expense is as follows (amounts in thousands) : Year Ending December 31, Amount Remainder of 2018 $ 3,311 2019 8,508 2020 6,080 2021 5,767 2022 and thereafter 1,438 Total $ 25,104 |
Equity method investments
Equity method investments | 9 Months Ended |
Sep. 30, 2018 | |
Equity method investments | |
Equity method investments | Note 5. Equity method investments The Company makes investments that support its underlying business strategy and enable it to enter new markets. The carrying values of the Company’s equity method investments are typically consistent with its ownership in the underlying net assets of the investees, with the exception of Canal 1 and Pantaya. Due to losses in excess of capital contributions, the Company has recorded nearly 100% of the losses on Canal 1. The Company has recorded losses in excess of the amount invested in Pantaya. Certain of the Company’s equity investments are variable interest entities, for which the Company is not the primary beneficiary. On November 3, 2016, we acquired a 25% interest in Pantaya, a newly formed joint venture with Lionsgate, to launch a Spanish-language OTT movie service. The service launched on August 1, 2017. The investment is deemed a variable interest entity (“VIE”) that is accounted for under the equity method. As of September 30, 2018, we have not funded any capital contributions to Pantaya. In accordance with U.S. GAAP, since we are committed to provide future capital contributions to Pantaya, we continue to record our proportionate share of losses on a one quarter lag. For the three and nine months ended September 30, 2018, we have recorded $1.6 million and $6.0 million, respectively in loss on equity method investments related to Pantaya, which is presented as a liability in the accompanying condensed consolidated balance sheets. For each of the three and nine months ended September 30, 2017, we recorded $0.4 million in Loss on equity method investments related to Pantaya, which is presented as a liability in the accompanying condensed consolidated balance sheets. The net balance recorded in investee losses in excess of investment related to Pantaya joint venture was $8.9 million and $2.8 million at September 30, 2018 and December 31, 2017, respectively, and is included in investee losses in excess of investment in the accompanying condensed consolidated balance sheets. On November 30, 2016, we, in partnership with Colombian content producers, Radio Television Interamericana S.A., Compania de Medios de Informacion S.A.S. and NTC Nacional de Television y Comunicaciones S.A., were awarded a ten (10) year renewable television broadcast concession license for Canal 1 in Colombia. Canal 1 is one of only three national broadcast television networks in Colombia. The partnership began operating Canal 1 on May 1, 2017. On February 7, 2018, Colombian regulatory authorities approved an increase in our ownership in the joint venture to 40%. The joint venture is deemed a VIE that is accounted for under the equity method. We earn a preferred return on the capital funded, which is recorded quarterly as an offset to the loss on the investment. As of September 30, 2018, we have recorded $71.9 million in equity method investments related to Canal 1. We record the income or loss on investment on a one quarter lag. For the three and nine months ended September 30, 2018, we recorded $7.1 million and $21.1 million, net of preferred return, in loss on equity method investments, respectively. For the three and nine months ended September 30, 2017, we recorded $2.3 million and $2.2 million, net of preferred return, in loss on equity method investments, respectively. The Canal 1 joint venture losses to date have exceeded the capital contributions of the common equity partners and in accordance with equity method accounting, equity losses in excess of the common equity have been recorded against the next layer of the capital structure, in this case, preferred equity. The Company is currently the sole preferred equity holder in Canal 1 and therefore, the Company has recorded nearly 100% of the losses of the joint venture. For the three and nine months ended September 30, 2018, we recorded $2.3 million and $5.6 million of income, as an offset to losses incurred in loss on equity method investments, respectively. For the three and nine months ended September 30, 2017, we recorded $0.6 million and $0.8 million of income, as an offset to losses incurred in loss on equity method investments, respectively. The net balance recorded in equity method investments related to Canal 1 joint venture was $41.7 million and $25.9 million at September 30, 2018 and December 31, 2017, respectively, and is included in equity method investments in the accompanying condensed consolidated balance sheets. On April 28, 2017, we acquired a 25.5% interest in REMEZCLA, a digital media company targeting English speaking and bilingual U.S. Hispanic millennials through innovative content. As of September 30, 2018, we have recorded $5.0 million in equity method investments related to REMEZCLA. We record the income or loss on investment on a one quarter lag. Additionally, we earn a preferred return on the capital funded, which is recorded quarterly as an offset to the loss on the investment.For the three months ended September 30, 2018, we recorded a $0.0 million gain inclusive of the preferred return, as an offset to loss on equity method investment. For the nine months ended September 30, 2018, we recorded a $0.1 million loss, net of preferred return, in loss on equity method investment. For each of the three and nine months ended September 30, 2017, we have recorded a $0.1 million gain inclusive of preferred return as an offset to loss on equity method investment related to this investment. For the three and nine months ended September 30, 2018, we recorded $0.2 million and $0.5 million of preferred return, as an offset to the Loss on equity method investments, respectively. For each of the three and nine months ended September 30, 2017, we recorded $0.3 million of preferred return, as an offset to the Loss on equity method investments. The net investment recorded in Equity method investments was $4.9 million and $5.0 million at September 30, 2018 and December 31, 2017, respectively, and is included in equity method investments in the accompanying condensed consolidated balance sheets. We have no additional commitment to fund the operations of the venture, which limits the maximum exposure to loss on our investment in Remezcla to our investment of $5.0 million. The Company records the income or loss on investments on a one quarter lag. Summary unaudited financial data for our equity investments in the aggregate as of and for the nine months ended June 30, 2018 are included below (amounts in thousands): Total Equity Investees Current assets $ 16,777 Non-current assets $ 54,253 Current liabilities $ 50,424 Non-current liabilities $ 77,381 Redeemable stock and noncontrolling interests $ 14,187 Net revenue $ 14,763 Operating loss $ (46,729) Net loss $ (53,359) |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income taxes | |
Income taxes | Note 6. Income taxes The 2017 Tax Cut and Jobs Act (“Tax Act”) was signed into law on December 22, 2017. The Tax Act revised the U.S. corporate income tax by, among other things, lowering the statutory corporate tax rate from 35% to 21% in 2018, eliminating certain deductions, imposing a mandatory one-time transition tax, or deemed repatriation tax on accumulated earnings of foreign subsidiaries as of 2017 that were previously tax deferred. The Company generates income in higher tax rate foreign locations, which result in foreign tax credits. The lower federal corporate tax rate reduces the likelihood or our utilization of foreign tax credits created by income taxes paid in Puerto Rico and Latin America, resulting in a valuation allowance. For the nine months ended September 30, 2018 and 2017, our income tax expense has been computed utilizing the estimated annual effective rates of 41.6% and 36.1%, respectively. The difference between the annual effective rate of 41.6% and the statutory Federal income tax rate of 21% in the nine month period ended September 30, 2018, is primarily due to the impact of the Tax Act and the related impact to the valuation allowance on foreign tax credits. The annual effective tax rate related to income generated in the U.S. is 22.4%. Due to the reduced U.S. tax rate, the Company determined that a portion of its foreign income, which is taxed at a higher rate, will result in the generation of excess foreign tax credits that will not be available to offset U.S. tax. As a result, 19.2% of the annual effective rate relates to the required valuation allowance against the excess foreign tax credits, bringing the annual effective tax rate for the nine month period ended September 30, 2018 to 41.6%. The difference between the annual effective rate of 36.1% and the statutory Federal income tax rate of 35% in the nine month period ended September 30, 2017, was primarily due to foreign withholding taxes and foreign permanent differences, which were offset by foreign tax credits. The Company evaluated the impact of the interest income limitation from the Tax Act and does not expect that there will be a limitation on the ability to deduct interest expense for tax purposes for the year ended December 31, 2018. Income tax expense was $3.2 million and $1.8 million for the three month period ended September 30, 2018 and 2017, respectively. Income tax expense was $4.5 million and $6.3 million for the nine months ended September 30, 2018 and 2017, respectively. The income tax expense for the current year period includes a discrete tax benefit of $0.5 million related to adjustments to the 2017 filed tax returns primarily related to hurricane relief credits and an increase to foreign tax credit utilization. |
Long-term debt
Long-term debt | 9 Months Ended |
Sep. 30, 2018 | |
Long-term debt | |
Long-term debt | Note 7. Long-term debt Long-term debt as of September 30, 2018 and December 31, 2017 consists of the following (amounts in thousands) : September 30, 2018 December 31, 2017 Senior Notes due February 2024 $ 205,946 $ 207,642 Less: Current portion 1,601 2,133 $ 204,345 $ 205,509 On February 14, 2017 (the “Closing Date”), the Borrowers amended the Term Loan Facility (the “Second Amended Term Loan Facility”). The Second Amended Term Loan Facility provides for a $213.3 million senior secured term loan B facility, which matures on February 14, 2024. The Second Amended Term Loan Facility, bears interest at the Borrowers’ option of either (i) London Inter-bank Offered Rate (“LIBOR’) plus a margin of 3.50% (decreased from a margin of 4.00% under the Term Loan Facility) or (ii) an Alternate Base Rate (“ABR”) plus a margin of 2.50% (decreased from a margin of 3.00% under the Term Loan Facility). There is no LIBOR floor (a decrease from a LIBOR floor of 1.00% under the Term Loan Facility). The Second Amended Term Loan Facility, among other terms, provides for an uncommitted incremental loan option (the “Incremental Facility”) allowing for increases for borrowings under the Second Amended Term Loan Facility and borrowing of new tranches of term loans, up to an aggregate principal amount equal to (i) $65.0 million plus (ii) an additional amount (the “Incremental Facility Increase”) provided, that after giving effect to such Incremental Facility Increase (as well as any other additional term loans), on a pro forma basis, the First Lien Net Leverage Ratio (as defined in the Second Amended Term Loan Facility) for the most recent four consecutive fiscal quarters does not exceed 4.00:1.00 and the Total Net Leverage Ratio (as defined in the Second Amended Term Loan Facility) for the most recent four consecutive fiscal quarters does not exceed 6.00:1.00. The First Lien Net Leverage Ratio and the Total Net Leverage Ratio each cap the cash netted against debt up to a maximum amount of $60.0 million (increased from $45.0 million under the Term Loan Facility). Additionally, the Second Amended Term Loan Facility also provides for an uncommitted incremental revolving loan option (the “Incremental Revolving Facility”) allowing for an aggregate principal amount of up to $30.0 million, which will be secured on a pari passu basis by the collateral securing the Second Amended Term Loan Facility. The Second Amended Term Loan Facility requires the Borrowers to make amortization payments (in quarterly installments) equal to 1.00% per annum with respect to the Second Amended Term Loan Facility with any remaining amount due at final maturity. The Second Amended Term Loan Facility principal payments commenced on March 31, 2017, with a final installment due on February 14, 2024. Voluntary prepayments are permitted, in whole or in part, subject to certain minimum prepayment requirements. In addition, pursuant to the terms of the Second Amended Term Loan Facility, within 90 days after the end of each fiscal year, the Borrowers are required to make a prepayment of the loan principal in an amount equal to a percentage of the excess cash flow of the most recently completed fiscal year. Excess cash flow is generally defined as net (loss) income plus depreciation and amortization expense, less mandatory prepayments of the term loan, 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. Pursuant to the terms of the Second Amended Term Loan Facility, our net leverage ratio was 2.95x at December 31, 2017, resulting in an excess cash flow percentage of 25% and therefore, an excess cash flow payment of $2.1 million was made in March 2018. As permitted under the Second Amended Term Loan Facility, the excess cash flow payment was allocated in direct order of maturity, accordingly, we were not required to make the scheduled quarterly loan amortization payment in the current quarter and will not be required to make the full amount of the scheduled payment at the end of next quarter. As of September 30, 2018, the original issue discount balance was $1.8 million, net of accumulated amortization of $1.7 million and was recorded as a reduction to the principal amount of the Second Amended Term Loan Facility outstanding as presented on the unaudited condensed consolidated balance sheet and will be amortized as a component of interest expense over the term of the Second Amended Term Loan Facility. In accordance with ASU 2015-15 Interest—Imputation of Interest (Subtopic 835-30) Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line of Credit Arrangements, deferred financing fees of $1.3 million, net of accumulated amortization of $2.0 million, are presented as a reduction to the Second Amended Term Loan Facility outstanding at September 30, 2018 as presented on the unaudited condensed consolidated balance sheet, and will be amortized as a component of interest expense over the term of the Second Amended Term Loan Facility. The carrying value of the long-term debt approximates fair value at September 30, 2018 and December 31, 2017 and was derived from quoted market prices by independent dealers (Level 2 in the fair value hierarchy under ASC 820, Fair Value Measurements and Disclosures ). The following are the maturities of our long-term debt as of September 30, 2018 ( amounts in thousands ): Year Ending December 31, Amount Remainder of 2018 $ — 2019 2,133 2020 2,133 2021 2,133 2022 and thereafter 202,682 Total $ 209,081 |
Derivative instruments
Derivative instruments | 9 Months Ended |
Sep. 30, 2018 | |
Derivative instruments | |
Derivative instruments | Note 8. Derivative instruments We use derivative financial instruments in the management of our interest rate exposure. Our strategy is to eliminate the cash flow risk on a portion of the variable rate debt caused by changes in the designated benchmark interest rate, LIBOR. The Company does not enter into or hold derivative financial instruments for speculative trading purposes. On May 4, 2017, we entered into two identical pay-fixed, receive-variable, interest rate swaps with two different counter parties, to hedge the variability in the LIBOR interest payments on an aggregate notional value of $100.0 million of our Second Amended Term Loan Facility beginning May 31, 2017, through the expiration of the swaps on June 30, 2022. At inception, these interest rate swaps were designated as cash flow hedges of interest rate risk, and as such, the effective portion of unrealized changes in market value is recorded in Accumulated other comprehensive income (“AOCI”). Any losses from hedge ineffectiveness will be recognized in current operations. The change in the fair value of the interest rate swap agreements for the three and nine months ended September 30, 2018, resulted in an unrealized gain of $0.4 million and $2.5 million, respectively, and was included in AOCI net of taxes. The Company received $0.0 million of net interest on the settlement of the interest rate swap agreements for the three months ended September 30, 2018. The Company paid $0.0 million of net interest on the settlement of the interest rate swap agreements for the nine months ended September 30, 2018. As of September 30, 2018, the Company estimates that none of the unrealized gain included in AOCI related to these interest rate swap agreements will be realized and reported in operations within the next twelve months. No gain or loss was recorded in operations for the three or nine months ended September 30, 2018. The aggregate fair value of the interest rate swaps was $3.3 million and $0.8 million as of September 30, 2018 and December 31, 2017, respectively. These were recorded in Swap assets in non-current assets on the accompanying condensed consolidated balance sheets. By entering into derivative instrument contracts, we are exposed to counterparty credit risk. Counterparty credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is in an asset position, the counterparty has a liability to us, which creates credit risk for us. We attempt to minimize this risk by selecting counterparties with investment grade credit ratings and regularly monitoring our market position with each counterparty. Our derivative instruments do not contain any credit‑risk related contingent features. |
Fair value measurements
Fair value measurements | 9 Months Ended |
Sep. 30, 2018 | |
Fair value measurements | |
Fair value measurements | Note 9. Fair Value Measurements Our derivatives are valued using a discounted cash flow analysis that incorporates observable market parameters, such as interest rate yield curves, classified as Level 2 within the valuation hierarchy. Derivative valuations incorporate credit risk adjustments that are necessary to reflect the probability of default by us or the counterparty. The following table presents our assets and liabilities measured at fair value on a recurring basis and the levels of inputs used to measure fair value, which include derivatives designated as cash flow hedging instruments, as well as their location on our accompanying condensed consolidated balance sheets as of September 30, 2018 and December 31, 2017 (amounts in thousands) : Estimated Fair Value September 30, 2018 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Cash flow hedges: Interest rate swap Interest rate swap - Asset — $ 3,302 — $ 3,302 Estimated Fair Value December 31, 2017 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Cash flow hedges: Interest rate swap Interest rate swap - Asset — $ 773 — $ 773 Certain non-financial assets and liabilities are measured at fair value on a nonrecurring basis. These assets and liabilities are not measured at fair value on an ongoing basis but are subject to periodic impairment tests. These items primarily include long-lived assets, goodwill and other intangible assets. As of September 30, 2018, there were no assets and liabilities measured at fair value on a nonrecurring basis. 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, is pre-payable, and is at terms currently available to the Company. |
Stockholders' equity
Stockholders' equity | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' equity | |
Stockholders' equity | Note 10. Stockholders’ equity Capital stock As of September 30, 2018, the Company had 19,628,969 shares of Class A common stock, and 19,720,381 shares of Class B common stock, issued and outstanding. On June 20, 2017, the Company announced that its Board of Directors authorized the repurchase of up to $25.0 million of the Company’s Class A common stock, par value $0.0001 per share (“Class A common stock”). Under the Company’s stock repurchase program, management is authorized to purchase shares of the Company’s common stock from time to time through open market purchases at prevailing prices, subject to stock price, business and market conditions and other factors. During the nine months ended September 30, 2018, the Company repurchased 172,105 shares of Class A common stock under the repurchase program for an aggregate purchase price of $2.1 million. As of September 30, 2018, the Company repurchased 1.9 million shares of Class A common stock under the repurchase program for an aggregate purchase price of $24.0 million, and was recorded as treasury stock on the unaudited condensed consolidated balance sheet. As of September 30, 2018, the Company had $1.0 million remaining for future repurchases under the existing stock repurchase program, which expires on November 17, 2018. On August 15, 2018, the Company announced that its Board of Directors authorized the repurchase of up to an additional $25.0 million of the Company’s Class A common stock. Equity incentive plans Effective May 16, 2016, the stockholders of all classes of capital stock of the Company approved at the annual stockholder meeting the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan (the “2013 Equity Incentive Plan”) to increase the number of shares of Class A common stock that may be delivered under the 2013 Equity Incentive Plan to an aggregate of 7.2 million shares of our Class A common stock. At September 30, 2018, 2.7 million shares remained available for issuance of stock options or other stock-based awards under our 2013 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, which are available for re-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, or a committee thereof, 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; and (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 upon the Company’s Class A common stock attaining a $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. Other event-based restricted stock awards granted to certain members of our Board vest on the day preceding the Company’s annual stockholder meeting. Stock-based compensation Stock-based compensation expense relates to both stock options and restricted stock . Stock-based compensation expense was $1.0 million for each of the three months ended September 30, 2018 and 2017, and $3.0 million and $3.1 million for the nine months ended September 30, 2018 and 2017, respectively. At September 30, 2018, there was $1.0 million of total unrecognized compensation cost related to unvested stock options, which is expected to be recognized over a weighted-average period of 1.1 years. At September 30, 2018, there was $1.7 million of total unrecognized compensation cost related to unvested restricted stock, which is expected to be recognized over a weighted-average period of 1.0 years. Stock options The fair value of stock options granted is estimated at the date of grant using the Black-Scholes option 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 granted 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. Nine Months Ended Year Ended Black-Scholes Option Valuation Assumptions September 30, 2018 December 31, 2017 Risk-free interest rate 2.7% - 2.8 % 2.2 % Dividend yield — — Volatility 39.0 % 25.8 % Weighted-average expected term (years) 6.0 6.0 The following table summarizes stock option activity for the nine months ended September 30, 2018 (shares and intrinsic value in thousands) : Weighted-average Weighted-average remaining contractual Aggregate intrinsic Number of shares exercise price term value Outstanding at December 31, 2017 2,898 $ 11.62 6.5 $ 1,738 Granted 49 11.42 6.0 — Exercised (67) 13.38 — — Forfeited (24) 12.30 — — Expired (6) 12.10 — — Outstanding at September 30, 2018 2,850 $ 11.57 5.8 $ 7,169 Vested at September 30, 2018 2,143 $ 11.70 5.4 $ 5,196 Exercisable at September 30, 2018 2,143 $ 11.70 5.4 $ 5,196 The weighted average grant date fair value of options granted for the nine months ended September 30, 2018 was $4.80. At September 30, 2018, 0.3 million 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. The following table summarizes restricted share activity for the nine months ended September 30, 2018 ( shares in thousands ): Weighted-average Number of shares grant date fair value Outstanding at December 31, 2017 504 $ 10.23 Granted 93 11.85 Vested (199) 11.50 Forfeited (9) 11.85 Outstanding at September 30, 2018 389 $ 9.93 At September 30, 2018, 0.2 million shares of restricted stock issued were unvested, event-based shares. Warrants In the nine months ended September 30, 2018, all 12.1 million Warrants expired. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Contingencies | |
Contingencies | Note 11. Contingencies We are involved in various legal actions, generally related to our operations. Management believes, based on advice from legal counsel, that the outcomes of such legal actions will not adversely affect our financial condition. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2018 | |
Commitments | |
Commitments | Note 12. Commitments We have entered into certain rental property contracts with third parties, which are accounted for as operating leases. Rental expense was $0.6 million for each of the three months ended September 30, 2018 and 2017, and $1.7 million and $0.6 million for the nine months ended September 30, 2018, and 2017, respectively. We have certain commitments including various operating leases. Future minimum payments for these commitments and other commitments, primarily programming, are as follows (amounts in thousands): Other Year Ending December 31, Operating Leases Commitments Total Remainder of 2018 $ 533 $ 6,661 $ 7,194 2019 1,502 10,435 11,937 2020 363 6,148 6,511 2021 348 4,185 4,533 2022 and thereafter 658 489 1,147 Total $ 3,404 $ 27,918 $ 31,322 |
Subsequent events
Subsequent events | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent events | |
Subsequent events | Note 13. Subsequent events During October 2018, we received $5.5 million in connection with our business interruption claims related to Hurricane Irma and Maria. |
Nature of business (Policies)
Nature of business (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Nature of business | |
Basis of presentation: | Basis of presentation: The accompanying Unaudited Condensed Consolidated Financial Statements for Hemisphere and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and note disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to those rules and regulations, although we believe that the disclosures made are adequate to make the information not misleading. In our opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement have been included. Our financial condition as of, and operating results, for the three and nine months ended September 30, 2018 are not necessarily indicative of the financial condition or results that may be expected for any future interim period or for the year ending December 31, 2018. These Unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2017. |
Net (loss) earnings per common share: | Net (loss) earnings per common share: Basic (loss) earnings per share (“EPS”) are computed by dividing income 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, except per share amounts ): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Numerator for (loss) earnings per common share calculation: Net (loss) income $ (1,054) $ 682 $ (13,719) $ 8,608 Denominator for (loss) earnings per common share calculation: Weighted-average common shares, basic 38,969 40,398 38,982 40,515 Effect of dilutive securities Stock options, restricted stock and warrants — 527 — 316 Weighted-average common shares, diluted 38,969 40,925 38,982 40,831 (Loss) earnings per share Basic $ (0.03) $ 0.02 $ (0.35) $ 0.21 Diluted $ (0.03) $ 0.02 $ (0.35) $ 0.21 We apply the treasury stock method to measure the dilutive effect of our outstanding warrants (for the nine months ended September 30, 2018), stock options and restricted stock awards and include the respective common share equivalents in the denominator of our diluted income per common share calculation. Per the Accounting Standards Codification (“ASC”) 260 accounting guidance, under the treasury stock method, the incremental shares (difference between the number of shares assumed issued and the number of shares assumed purchased) shall be included in the denominator of the diluted EPS computation (ASC 260-10-45-23). The assumed exercise only occurs when the securities are “In the Money” (exercise price is lower than the average market price for the period). If the securities are “Out of the Money” (exercise price is higher than the average market price for the period), the exercise is not assumed since the result would be anti-dilutive. Potentially dilutive securities representing 1.2 million and 1.7 million shares of common stock as of the three and nine months ended September 30,2018, respectively, were excluded from the computation of diluted income per common share for this period because their effect would have been anti-dilutive. The net (loss) income per share amounts are the same for our Class A common stock, par value $0.0001 per share (“Class A common stock”) and Class B common stock, par value $0.0001 per share (“Class B common stock”), because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. As a result of the net loss for the three and nine months ended September 30, 2018, 0.3 million outstanding awards were not included in the computation of diluted earnings per share because their effect was anti-dilutive. |
Use of estimates: | Use of estimates: In preparing these 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 sheet dates, and the reported revenues and expenses for the three and nine months ended September 30, 2018 and 2017. 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. |
Recently adopted Accounting Standards and Accounting guidance not yet adopted : | Recently adopted Accounting Standards: On January 1, 2018, we adopted, on a modified retrospective basis, Financial Accounting Standards Board (the “FASB”) ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) (the “new revenue standard”), which provides accounting guidance that establishes a new revenue recognition framework in GAAP for all companies and industries. The core principle of the new revenue framework is that an entity should recognize revenue from the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to receive for those goods or services. The revenue framework includes a five-step model to determine the timing and amount of revenue to recognize related to contracts with customers. In addition, this revenue framework requires new or expanded disclosures related to the amounts of revenue recognized and judgments made by companies when following this framework. The adoption of the new accounting guidance did not result in changes in the way the Company records affiliate fees, advertising revenue or content licensing fees. Guidance pertaining to the evaluation of whether revenue should be presented on a gross or net basis was changed in connection with the new revenue standard and the application of such change has been made in the presentation of revenues in the consolidated financial statements. The adoption of the new revenue standard did not have a material impact to our unaudited statement of operations for the three and nine months ended September 30, 2018, and did not have a material impact to our unaudited consolidated balance sheet as of September 30, 2018. For more information, see Note 2, “Revenue Recognition” of Notes to Unaudited Condensed Consolidated Financial Statements. Accounting guidance not yet adopted: In June 2018, the FASB issued Accounting Standards Update (“ASU”) 2018-07–Compensation –Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this ASU apply to any entity that enters into share-based payment transactions with nonemployees. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2018. Early adoption is permitted, but no earlier than an entity’s adoption date of ASC 606. We are currently evaluating the impact of this Update on our consolidated financial statements. In February 2018, the FASB issued ASU 2018-02—Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of certain tax effects from Accumulated other comprehensive income. The amendments in this ASU apply to any entity that has items of other comprehensive income (“OCI”) for which the related tax effects are presented in OCI, as previously required by GAAP. This ASU allows a one time reclassification from OCI to Retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act enacted on December 22, 2017. The amendments in this ASU are effective for all entities for annual periods beginning after December 31, 2018. Early adoption is permitted and the effect of the adoption should be reflected as of the beginning of the fiscal year of adoption. We are currently evaluating the impact of this Update on our consolidated financial statements. In August 2017, the FASB issued ASU 2017-12 — Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The amendments in this ASU apply to any entity that elects to apply hedge accounting and is intended to better align an entity’s risk management activities and financial reporting for hedging relationships. The ASU amends effectiveness testing requirements, income statement presentation and disclosures and permits additional risk management strategies to qualify for hedge accounting. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019. Early application is permitted; the effect of the adoption should be reflected as of the beginning of the fiscal year of adoption. We are currently evaluating the impact of this Update on our consolidated financial statements. In February 2016, the FASB issued ASU 2016-02—Leases (Topic 842). ASU 2016-02 amends the FASB ASC, creating Topic 842, Leases. Topic 842 affects any entity that enters into a lease, with specified scope exemptions, and supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases, including operating leases. The recognition, measurement and presentation of expenses and cash flows from a lease by a lessee have not changed significantly from previous GAAP. The principle difference from previous guidance is that the assets and liabilities arising from an operating lease should be recognized in the statement of financial position. The guidance will be effective for the first interim period of our 2019 fiscal year. Early application of the amendments in this update is permitted. We are currently evaluating the impact of this Update on our consolidated financial statements. |
Nature of business (Tables)
Nature of business (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Nature of business | |
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, except per share amounts ): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Numerator for (loss) earnings per common share calculation: Net (loss) income $ (1,054) $ 682 $ (13,719) $ 8,608 Denominator for (loss) earnings per common share calculation: Weighted-average common shares, basic 38,969 40,398 38,982 40,515 Effect of dilutive securities Stock options, restricted stock and warrants — 527 — 316 Weighted-average common shares, diluted 38,969 40,925 38,982 40,831 (Loss) earnings per share Basic $ (0.03) $ 0.02 $ (0.35) $ 0.21 Diluted $ (0.03) $ 0.02 $ (0.35) $ 0.21 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue Recognition | |
Schedule of disaggregation of revenue | The following table presents the revenues disaggregated by revenue source (amounts in thousands): Three months ended September 30, Revenues by type 2018 2017 Affiliate fees $ 20,287 $ 19,021 Advertising revenue 15,855 12,518 Other revenue 1,097 634 Total revenue $ 37,239 $ 32,173 Nine months ended September 30, Revenues by type 2018 2017 Affiliate fees $ 58,231 $ 58,008 Advertising revenue 40,539 40,962 Other revenue 2,295 1,542 Total revenue $ 101,065 $ 100,512 |
Schedule of application of changes in the presentation of revenues in the consolidated financial statements. | The following table reflects the impact of adoption of ASC 606 on our condensed consolidated statements of operations for the three and nine months ended September 30, 2018, and the amounts as if ASC 605 was still in effect (“ASC 605 Presentation”) (amounts in thousands): Three months ended September 30, 2018 ASC 605 ASC 606 Reported Reclassification Presentation Net revenues $ 37,239 $ (993) $ 36,246 Operating expenses 25,414 (993) 24,421 Operating income $ 11,825 $ — $ 11,825 Nine months ended September 30, 2018 ASC 605 ASC 606 Reported Reclassification Presentation Net revenues $ 101,065 $ (2,684) $ 98,381 Operating expenses 76,120 (2,684) 73,436 Operating income $ 24,945 $ — $ 24,945 |
Goodwill and intangible assets
Goodwill and intangible assets (Table) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and intangible assets | |
Schedule of goodwill and intangible assets | Goodwill and intangible assets consist of the following as of September 30, 2018 and December 31, 2017 ( amounts in thousands ): September 30, December 31, 2018 2017 Broadcast license $ 41,356 $ 41,356 Goodwill 164,887 164,887 Other intangibles 41,790 51,661 Total intangible assets $ 248,033 $ 257,904 |
Summary of the changes in goodwill and other indefinite-lived intangible assets | A summary of changes in the Company’s goodwill and other indefinite-lived intangible assets, on a net basis, for the nine months ended September 30, 2018 is as follows (amounts in thousands) : Net Balance at Net Balance at December 31, 2017 Additions Impairment September 30, 2018 Broadcast license $ 41,356 $ — $ — $ 41,356 Goodwill 164,887 — — 164,887 Brands 15,986 — — 15,986 Other intangibles 700 — — 700 Total indefinite-lived intangibles $ 222,929 $ — $ — $ 222,929 |
Summary of the changes in other amortizable intangible assets | A summary of the changes in the Company’s other amortizable intangible assets for the nine months ended September 30, 2018 is as follows (amounts in thousands) : Net Balance at Net Balance at December 31, 2017 Additions Amortization September 30, 2018 Affiliate relationships $ 32,343 $ — $ (9,053) $ 23,290 Advertiser relationships 1,240 — (412) 828 Non-compete agreement 1,235 — (412) 823 Other intangibles 157 65 (59) 163 Total finite-lived intangibles $ 34,975 $ 65 $ (9,936) $ 25,104 |
Schedule of future estimated amortization expense | Future estimated amortization expense is as follows (amounts in thousands) : Year Ending December 31, Amount Remainder of 2018 $ 3,311 2019 8,508 2020 6,080 2021 5,767 2022 and thereafter 1,438 Total $ 25,104 |
Equity method investments (Tabl
Equity method investments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity method investments | |
Schedule of financial data of equity method investments | The Company records the income or loss on investments on a one quarter lag. Summary unaudited financial data for our equity investments in the aggregate as of and for the nine months ended June 30, 2018 are included below (amounts in thousands): Total Equity Investees Current assets $ 16,777 Non-current assets $ 54,253 Current liabilities $ 50,424 Non-current liabilities $ 77,381 Redeemable stock and noncontrolling interests $ 14,187 Net revenue $ 14,763 Operating loss $ (46,729) Net loss $ (53,359) |
Long-term debt (Tables)
Long-term debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Long-term debt | |
Schedule of long-term debt | Long-term debt as of September 30, 2018 and December 31, 2017 consists of the following (amounts in thousands) : September 30, 2018 December 31, 2017 Senior Notes due February 2024 $ 205,946 $ 207,642 Less: Current portion 1,601 2,133 $ 204,345 $ 205,509 |
Schedule of maturities of long-term debt | The carrying value of the long-term debt approximates fair value at September 30, 2018 and December 31, 2017 and was derived from quoted market prices by independent dealers (Level 2 in the fair value hierarchy under ASC 820, Fair Value Measurements and Disclosures ). The following are the maturities of our long-term debt as of September 30, 2018 ( amounts in thousands ): Year Ending December 31, Amount Remainder of 2018 $ — 2019 2,133 2020 2,133 2021 2,133 2022 and thereafter 202,682 Total $ 209,081 |
Fair value measurements (Tables
Fair value measurements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair value measurements | |
Schedule of assets and liabilities that are measured at fair value on a recurring basis | The following table presents our assets and liabilities measured at fair value on a recurring basis and the levels of inputs used to measure fair value, which include derivatives designated as cash flow hedging instruments, as well as their location on our accompanying condensed consolidated balance sheets as of September 30, 2018 and December 31, 2017 (amounts in thousands) : Estimated Fair Value September 30, 2018 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Cash flow hedges: Interest rate swap Interest rate swap - Asset — $ 3,302 — $ 3,302 Estimated Fair Value December 31, 2017 Category Balance Sheet Location Level 1 Level 2 Level 3 Total Cash flow hedges: Interest rate swap Interest rate swap - Asset — $ 773 — $ 773 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' equity | |
Summary of stock option activity | The following table summarizes stock option activity for the nine months ended September 30, 2018 (shares and intrinsic value in thousands) : Weighted-average Weighted-average remaining contractual Aggregate intrinsic Number of shares exercise price term value Outstanding at December 31, 2017 2,898 $ 11.62 6.5 $ 1,738 Granted 49 11.42 6.0 — Exercised (67) 13.38 — — Forfeited (24) 12.30 — — Expired (6) 12.10 — — Outstanding at September 30, 2018 2,850 $ 11.57 5.8 $ 7,169 Vested at September 30, 2018 2,143 $ 11.70 5.4 $ 5,196 Exercisable at September 30, 2018 2,143 $ 11.70 5.4 $ 5,196 |
Summary of restricted share activity | The following table summarizes restricted share activity for the nine months ended September 30, 2018 ( shares in thousands ): Weighted-average Number of shares grant date fair value Outstanding at December 31, 2017 504 $ 10.23 Granted 93 11.85 Vested (199) 11.50 Forfeited (9) 11.85 Outstanding at September 30, 2018 389 $ 9.93 |
Time Based Stock Option | Black Scholes Pricing Model | |
Stockholders' equity | |
Schedule of valuation assumptions | Nine Months Ended Year Ended Black-Scholes Option Valuation Assumptions September 30, 2018 December 31, 2017 Risk-free interest rate 2.7% - 2.8 % 2.2 % Dividend yield — — Volatility 39.0 % 25.8 % Weighted-average expected term (years) 6.0 6.0 |
Commitments (Tables)
Commitments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments | |
Future minimum payments for these commitments and other commitments, primarily programming | Future minimum payments for these commitments and other commitments, primarily programming, are as follows (amounts in thousands): Other Year Ending December 31, Operating Leases Commitments Total Remainder of 2018 $ 533 $ 6,661 $ 7,194 2019 1,502 10,435 11,937 2020 363 6,148 6,511 2021 348 4,185 4,533 2022 and thereafter 658 489 1,147 Total $ 3,404 $ 27,918 $ 31,322 |
Nature of business (Details)
Nature of business (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Numerator for (loss) earnings per common share calculation: | |||||
Net (loss) income | $ (1,054) | $ 682 | $ (13,719) | $ 8,608 | |
Denominator for (loss) earnings per common share calculation: | |||||
Weighted-average common shares, basic | 38,969 | 40,398 | 38,982 | 40,515 | |
Effect of dilutive securities: | |||||
Stock options, restricted stock and warrants | 527 | 316 | |||
Weighted-average common shares, diluted | 38,969 | 40,925 | 38,982 | 40,831 | |
(Loss) earnings per share | |||||
Basic (in dollars per share) | $ (0.03) | $ 0.02 | $ (0.35) | $ 0.21 | |
Diluted (in dollars per share) | $ (0.03) | $ 0.02 | $ (0.35) | $ 0.21 | |
Shares excluded from the computation of diluted income per common share | 1,200 | 1,700 | |||
Outstanding awards excluded from computation of diluted earnings per share | 300 | 300 | |||
Common Class A | |||||
(Loss) earnings per share | |||||
Par value of common stock (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common Class B | |||||
(Loss) earnings per share | |||||
Par value of common stock (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenues | ||||
Total revenue | $ 37,239 | $ 32,173 | $ 101,065 | $ 100,512 |
Affiliate fees | ||||
Revenues | ||||
Total revenue | 20,287 | 19,021 | 58,231 | 58,008 |
Advertising revenue | ||||
Revenues | ||||
Total revenue | 15,855 | 12,518 | 40,539 | 40,962 |
Other | ||||
Revenues | ||||
Total revenue | $ 1,097 | $ 634 | $ 2,295 | $ 1,542 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-09-30 | Affiliate fees | ||||
Revenues | ||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 60 days | 60 days | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-09-30 | Advertising revenue | ||||
Revenues | ||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 30 days | 30 days |
Revenue Recognition - Compariso
Revenue Recognition - Comparison to Amounts if ASC 605 Had Been in Effect (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Comparison to Amounts if ASC 605 Had Been in Effect | ||||
Total revenue | $ 37,239 | $ 32,173 | $ 101,065 | $ 100,512 |
Operating expenses | 25,414 | 23,766 | 76,120 | 74,552 |
Operating income | 11,825 | $ 8,407 | 24,945 | $ 25,960 |
ASU 2014-09 | ASC 605 Presentation | ||||
Comparison to Amounts if ASC 605 Had Been in Effect | ||||
Total revenue | 36,246 | 98,381 | ||
Operating expenses | 24,421 | 73,436 | ||
Operating income | 11,825 | 24,945 | ||
ASU 2014-09 | Reclassification | ||||
Comparison to Amounts if ASC 605 Had Been in Effect | ||||
Total revenue | (993) | (2,684) | ||
Operating expenses | $ (993) | $ (2,684) |
Related Party Transactions (Det
Related Party Transactions (Details) $ in Millions | Apr. 09, 2016 | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)item | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) |
MVS Multivision Digital Sde RLde CV and Affiliates | Satellite and Support Services Agreement | Cinelatino | ||||||
Related party transactions | ||||||
Number of channel feeds delivered through satellite | item | 2 | |||||
Total expense | $ 0.6 | $ 0.6 | $ 2 | $ 1.9 | ||
Due to related parties | 3.9 | 3.9 | $ 1.9 | |||
MVS Multivision Digital Sde RLde CV and Affiliates | Master License Agreement | Cinelatino | ||||||
Related party transactions | ||||||
Revenue recognized from related party | 0.3 | 0.3 | 0.8 | 1.3 | ||
Distribution fee as a percentage of revenue earned | 13.50% | |||||
Due from related parties | 2.5 | 2.5 | $ 1.8 | |||
MVS Multivision Digital Sde RLde CV and Affiliates | Affiliation Agreement | ||||||
Related party transactions | ||||||
Revenue recognized from related party | 0.5 | 0.5 | 1.4 | 1.6 | ||
Due from related parties | 0.3 | 0.3 | 0.3 | |||
Director | Consulting Agreement with Director | ||||||
Related party transactions | ||||||
Total expense | 0.1 | 0.1 | 0.4 | 0.4 | ||
Term of agreement | 3 years | |||||
Due to related parties | 0 | 0 | 0 | |||
Pantelion Films | Movie License Agreement | ||||||
Related party transactions | ||||||
Total expense | 0 | |||||
Programming rights | 0.1 | 0.1 | ||||
Lionsgate | Movie License Agreement | Cinelatino | ||||||
Related party transactions | ||||||
Total expense | 0 | $ 0.1 | 0.1 | $ 0.2 | ||
Programming rights | 0 | 0 | $ 0.1 | |||
License fee under agreement with related party | $ 1 | $ 1 |
Goodwill and intangible asset_2
Goodwill and intangible assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Goodwill and intangible assets | ||
Broadcast license | $ 41,356 | $ 41,356 |
Goodwill | 164,887 | 164,887 |
Other intangibles | 41,790 | 51,661 |
Total intangible assets | $ 248,033 | $ 257,904 |
Goodwill and intangible Asset_3
Goodwill and intangible Assets - Indefinite Lived Net Balance (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Changes in the goodwill | |
Net balance at the beginning of the period | $ 164,887 |
Net balance at the end of the period | 164,887 |
Changes in the goodwill and other indefinite lived intangible assets, on a net basis | |
Net balance at the beginning of the period | 222,929 |
Net balance at the end of the period | 222,929 |
Broadcast license | |
Changes in other indefinite-lived intangible assets | |
Net balance at the beginning of the period | 41,356 |
Net balance at the end of the period | 41,356 |
Brands | |
Changes in other indefinite-lived intangible assets | |
Net balance at the beginning of the period | 15,986 |
Net balance at the end of the period | 15,986 |
Other intangibles | |
Changes in other indefinite-lived intangible assets | |
Net balance at the beginning of the period | 700 |
Net balance at the end of the period | $ 700 |
Goodwill and intangible asset_4
Goodwill and intangible assets - Other Amortizable Intangible (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | |
Changes in other amortizable intangible assets | |||||
Balance at the beginning of the period | $ 34,975 | ||||
Additions | 65 | ||||
Amortization | $ (3,300) | $ (3,300) | (9,936) | $ (10,000) | |
Net balance at the end of the period | 25,104 | 25,104 | |||
Future estimated amortization expense | |||||
Remainder of 2018 | $ 3,311 | ||||
2,019 | 8,508 | ||||
2,020 | 6,080 | ||||
2,021 | 5,767 | ||||
2022 and thereafter | 1,438 | ||||
Total | 25,104 | $ 34,975 | 25,104 | ||
Remaining amortization period | 3 years | ||||
Affiliate relationships | |||||
Changes in other amortizable intangible assets | |||||
Balance at the beginning of the period | $ 32,343 | ||||
Amortization | (9,053) | ||||
Net balance at the end of the period | 23,290 | 23,290 | |||
Future estimated amortization expense | |||||
Total | 23,290 | 32,343 | 23,290 | ||
Advertiser relationships | |||||
Changes in other amortizable intangible assets | |||||
Balance at the beginning of the period | 1,240 | ||||
Amortization | (412) | ||||
Net balance at the end of the period | 828 | 828 | |||
Future estimated amortization expense | |||||
Total | 828 | 1,240 | 828 | ||
Non-compete agreement | |||||
Changes in other amortizable intangible assets | |||||
Balance at the beginning of the period | 1,235 | ||||
Amortization | (412) | ||||
Net balance at the end of the period | 823 | 823 | |||
Future estimated amortization expense | |||||
Total | 823 | 1,235 | 823 | ||
Other intangibles | |||||
Changes in other amortizable intangible assets | |||||
Balance at the beginning of the period | 157 | ||||
Additions | 65 | ||||
Amortization | (59) | ||||
Net balance at the end of the period | 163 | 163 | |||
Future estimated amortization expense | |||||
Total | $ 163 | $ 157 | $ 163 |
Equity method investments - (De
Equity method investments - (Details) $ in Thousands | Nov. 30, 2016item | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Feb. 07, 2018 | Dec. 31, 2017USD ($) | Apr. 28, 2017 | Nov. 03, 2016 |
Equity method investments | |||||||||
Equity method investments | $ 46,619 | $ 46,619 | $ 30,907 | ||||||
Loss on equity method investments | 8,657 | $ 2,571 | 27,278 | $ 2,450 | |||||
Net balance of investee losses in excess of investment | 8,853 | 8,853 | 2,806 | ||||||
PANTAYA | |||||||||
Equity method investments | |||||||||
Ownership Percentage | 25.00% | ||||||||
Loss on equity method investments | 1,600 | 400 | 6,000 | 400 | |||||
Net balance of investee losses in excess of investment | 8,900 | 8,900 | 2,800 | ||||||
Canal 1 | |||||||||
Equity method investments | |||||||||
Equity method investments | 71,900 | 71,900 | |||||||
Loss on equity method investments | 7,100 | 2,300 | $ 21,100 | 2,200 | |||||
Percentage of losses recorded | 100.00% | ||||||||
Return on capital equity investment | 2,300 | 600 | $ 5,600 | 800 | |||||
Net equity method investments | 41,700 | 41,700 | 25,900 | ||||||
Colombian content producers, Radio television and NTC nacional | Television broadcast license | |||||||||
Equity method investments | |||||||||
Ownership Percentage | 40.00% | ||||||||
License life (in years) | 10 years | ||||||||
Number of national broadcast television networks | item | 3 | ||||||||
REMEZCLA | |||||||||
Equity method investments | |||||||||
Ownership Percentage | 25.50% | ||||||||
Equity method investments | 5,000 | 5,000 | |||||||
Loss on equity method investments | 0 | (100) | 100 | (100) | |||||
Return on capital equity investment | 200 | $ 300 | 500 | $ 300 | |||||
Net equity method investments | $ 4,900 | 4,900 | $ 5,000 | ||||||
Maximum exposure to loss | $ 5,000 |
Equity Method Investments - Sum
Equity Method Investments - Summarized unaudited financial data (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Summary financial information of equity method investments | |
Current assets | $ 16,777 |
Non-current assets | 54,253 |
Current liabilities | 50,424 |
Non-current liabilities | 77,381 |
Redeemable stock and noncontrolling interests | 14,187 |
Net revenue | 14,763 |
Operating loss | (46,729) |
Net loss | $ (53,359) |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Effective tax rates reconciliation | |||||
Annual income tax rate (as a percent) | 41.60% | 36.10% | |||
Statutory federal income tax rate (as a percent) | 21.00% | 35.00% | |||
Annual effective rate relates to the required valuation allowance (as a percent) | 19.20% | ||||
Income tax expense | $ 3,229 | $ 1,758 | $ 4,490 | $ 6,280 | |
Discrete tax benefit | $ 500 | ||||
U.S. | |||||
Effective tax rates reconciliation | |||||
Annual income tax rate (as a percent) | 22.40% |
Long-term debt (Details)
Long-term debt (Details) $ in Thousands | Feb. 14, 2017USD ($)item | Jul. 31, 2014 | Mar. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($)item |
Long-term debt | |||||
Less: Current portion | $ (1,601) | $ (2,133) | |||
Long-term debt less current portion | 204,345 | 205,509 | |||
Deferred financing costs | 1,300 | ||||
Maturities of long-term debt | |||||
2,019 | 2,133 | ||||
2,020 | 2,133 | ||||
2,021 | 2,133 | ||||
2022 and thereafter | 202,682 | ||||
Total maturities | 209,081 | ||||
Senior Notes due February 2024 | |||||
Long-term debt | |||||
Long-term Debt | 205,946 | $ 207,642 | |||
Second Amended Term Loan Facility | |||||
Long-term debt | |||||
Amount of term loan | $ 213,300 | ||||
Amortization payments (in percentage) | 1.00% | ||||
OID | 1,800 | ||||
Accumulated amortization of original issue discount | 1,700 | ||||
Accumulated amortization | $ 2,000 | ||||
Second Amended Term Loan Facility | First Lien and Total Net Leverage Ratio | |||||
Long-term debt | |||||
Debt caps amount | $ 60,000 | ||||
Second Amended Term Loan Facility | LIBOR | |||||
Long-term debt | |||||
Interest rate margin (as a percent) | 3.50% | ||||
Interest rate floor (as a percent) | 0.00% | ||||
Second Amended Term Loan Facility | Alternate Base Rate (ABR) | |||||
Long-term debt | |||||
Interest rate margin (as a percent) | 2.50% | ||||
Amended Term Loan Facility | |||||
Long-term debt | |||||
Debt caps amount | $ 45,000 | ||||
Borrowing capacity | $ 30,000 | ||||
Amended Term Loan Facility | First Lien Net Leverage Ratio | |||||
Long-term debt | |||||
Number of consecutive fiscal quarters | item | 4 | ||||
Uncommitted accordion option multiplier of net leverage ratio | item | 4 | ||||
Amended Term Loan Facility | Total Net Leverage Ratio | |||||
Long-term debt | |||||
Number of consecutive fiscal quarters | item | 4 | ||||
Uncommitted accordion option multiplier of net leverage ratio | item | 6 | ||||
Existing Senior Secured Term Loan B Facility | |||||
Long-term debt | |||||
Uncommitted accordion option base amount | $ 65,000 | ||||
Uncommitted accordion option multiplier of net leverage ratio | item | 2.95 | ||||
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% | ||||
Payment of excess cash flow | $ 2,100 | ||||
Existing Senior Secured Term Loan B Facility | LIBOR | |||||
Long-term debt | |||||
Interest rate margin (as a percent) | 4.00% | ||||
Interest rate floor (as a percent) | 1.00% | ||||
Existing Senior Secured Term Loan B Facility | Alternate Base Rate (ABR) | |||||
Long-term debt | |||||
Interest rate margin (as a percent) | 3.00% |
Derivative instruments (Details
Derivative instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | May 31, 2017 | |
Derivative | ||||
Net change in fair value of cash flow hedge | $ 400 | $ 2,500 | ||
Interest rate swap | 3,302 | 3,302 | $ 773 | |
Gain loss in fair value | 0 | 0 | ||
Interest Rate Swap | ||||
Derivative | ||||
Interest rate expense | 0 | 0 | ||
Interest rate swap | $ 3,300 | $ 3,300 | $ 800 | |
LIBOR | Nondesignated | Interest Rate Swap | ||||
Derivative | ||||
Notional amount | $ 100,000 |
Fair value measurements (Detail
Fair value measurements (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Fair value measurements | ||
Interest rate swap | $ 3,302 | $ 773 |
Cash flow hedges | Interest rate swap | ||
Fair value measurements | ||
Interest rate swap | 3,302 | 773 |
Cash flow hedges | Interest rate swap | Level 2 | ||
Fair value measurements | ||
Interest rate swap | $ 3,302 | $ 773 |
Stockholders' equity - Capital
Stockholders' equity - Capital stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |||
Sep. 30, 2018 | Aug. 15, 2018 | Dec. 31, 2017 | Jun. 20, 2017 | |
Capital stock | ||||
Amount of stock repurchased | $ 2,104 | |||
Treasury stock, shares | 5,591,680 | 5,390,107 | ||
Treasury stock, value | $ 59,747 | $ 57,303 | ||
Common Class B | ||||
Capital stock | ||||
Common stock shares issued, including forfeiture | 19,720,381 | |||
Common stock shares outstanding, including forfeiture | 19,720,381 | |||
Common Class A | ||||
Capital stock | ||||
Common stock shares issued, including forfeiture | 19,628,969 | |||
Common stock shares outstanding, including forfeiture | 19,628,969 | |||
Authorized repurchase amount | $ 25,000 | |||
Stock repurchase price (in dollars per share) | $ 0.0001 | |||
Treasury stock, shares | 1,900,000 | |||
Treasury stock, value | $ 24,000 | |||
Remaining authorization for future repurchases | $ 1,000 | |||
Additional authorized repurchase amount | $ 25,000 | |||
Common Class A | Treasury Stock | ||||
Capital stock | ||||
Number of shares repurchased | 172,105 | |||
Amount of stock repurchased | $ 2,104 |
Stockholders' equity - Other (D
Stockholders' equity - Other (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018USD ($)Ditem$ / sharesshares | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)Ditem$ / sharesshares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | |
Stockholders' equity | |||||
Shares available for issuance | 2,700 | 2,700 | |||
Valuation assumptions | |||||
Risk-free interest rate, minimum (as a percent) | 2.70% | ||||
Risk-free interest rate, maximum (as a percent) | 2.80% | ||||
Common Class A | |||||
Stockholders' equity | |||||
Shares authorized for issuance | 7,200 | 7,200 | |||
Stock option and restricted stock | |||||
Stock-based compensation | |||||
Stock-based compensation expense (in dollars) | $ | $ 1,000 | $ 1,000 | $ 3,000 | $ 3,100 | |
Stock options | |||||
Stock-based compensation | |||||
Unrecognized compensation cost related to unvested stock options (in dollars) | $ | $ 1,000 | $ 1,000 | |||
Weighted-average periods over which unrecognized compensation cost recognized | 1 year 1 month 6 days | ||||
Estimated forfeitures (as a percent) | 1.50% | 1.50% | |||
Valuation assumptions | |||||
Dividend yield (as a percent) | 0.00% | ||||
Number of shares | |||||
Outstanding at the beginning of the period (in shares) | 2,898 | ||||
Granted (in shares) | 49 | ||||
Exercised (in shares) | (67) | ||||
Forfeited (in shares) | (24) | ||||
Expired (in shares) | (6) | ||||
Outstanding at the end of the period (in shares) | 2,850 | 2,850 | 2,898 | ||
Vested at the end of the period (in shares) | 2,143 | 2,143 | |||
Exercisable at the end of the period (in shares) | 2,143 | 2,143 | |||
Weighted-average exercise price | |||||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 11.62 | ||||
Granted (in dollars per share) | $ / shares | 11.42 | ||||
Exercised (in dollars per share) | $ / shares | 13.38 | ||||
Forfeited (in dollars per share) | $ / shares | 12.30 | ||||
Expired (in dollars per share) | $ / shares | 12.10 | ||||
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 11.57 | 11.57 | $ 11.62 | ||
Vested at the end of the period (in dollars per share) | $ / shares | 11.70 | 11.70 | |||
Exercisable at the end of the period (in dollars per share) | $ / shares | $ 11.70 | $ 11.70 | |||
Weighted-average remaining contractual term | |||||
Outstanding | 5 years 9 months 18 days | 6 years 6 months | |||
Granted | 6 years | ||||
Vested at the end of the period | 5 years 4 months 24 days | ||||
Exercisable at the end of the period | 5 years 4 months 24 days | ||||
Aggregate intrinsic value | |||||
Outstanding at the beginning of the period (in dollars) | $ | $ 1,738 | ||||
Outstanding at the end of the period (in dollars) | $ | $ 7,169 | 7,169 | $ 1,738 | ||
Vested at the end of the period (in dollars) | $ | 5,196 | 5,196 | |||
Exercisable at the end of the period (in dollars) | $ | 5,196 | $ 5,196 | |||
Weighted-average grant date fair value of options granted (in dollars per share) | $ / shares | $ 4.80 | ||||
Restricted Stock | |||||
Stock-based compensation | |||||
Unrecognized compensation cost related to unvested restricted stock (in dollars) | $ | $ 1,700 | $ 1,700 | |||
Weighted-average periods over which unrecognized compensation cost recognized | 1 year | ||||
Number of shares | |||||
Outstanding at the beginning of the period (in shares) | 504 | ||||
Granted (in shares) | 93 | ||||
Vested (in shares) | (199) | ||||
Forfeited (in shares) | (9) | ||||
Outstanding at the end of the period (in shares) | 389 | 389 | 504 | ||
Weighted-average grant date fair value | |||||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 10.23 | ||||
Granted (in dollars per share) | $ / shares | 11.85 | ||||
Vested (in dollars per share) | $ / shares | 11.50 | ||||
Forfeited (in dollars per share) | $ / shares | 11.85 | ||||
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 9.93 | $ 9.93 | $ 10.23 | ||
Time Based Restricted Stock and Stock Option | |||||
Stockholders' equity | |||||
Number of equal annual installments for vesting of awards | item | 3 | 3 | |||
Time Based Stock Option | Black Scholes Pricing Model | |||||
Valuation assumptions | |||||
Risk-free interest rate (as a percent) | 2.20% | ||||
Volatility (as a percent) | 39.00% | 25.80% | |||
Weighted-average expected term(years) | 6 years | 6 years | |||
Time Based Restricted Stock | |||||
Weighted-average grant date fair value | |||||
Vesting period | 3 years | ||||
Event Based Restricted Stock and Stock Option | Common Class A | |||||
Stockholders' equity | |||||
Closing price per share to be attained for vesting of awards to begin (in dollars per share) | $ / shares | $ 15 | ||||
Event Based Restricted Stock and Stock Option | Common Class A | Minimum | |||||
Stockholders' equity | |||||
Number of trading days on which the closing price per share should attain the specified price per share for vesting of awards to begin | D | 10 | 10 | |||
Event Based Stock Option | |||||
Aggregate intrinsic value | |||||
Unvested options | 300 | 300 | |||
Event Based Restricted Stock | |||||
Aggregate intrinsic value | |||||
Unvested options | 200 | 200 |
Stockholders' equity - Warrants
Stockholders' equity - Warrants (Details). shares in Millions | 9 Months Ended |
Sep. 30, 2018shares | |
Stockholders' equity | |
Number of warrants expired | 12.1 |
Commitments (Details)
Commitments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Commitments | ||||
Rental expense | $ 600 | $ 600 | $ 1,700 | $ 600 |
Future minimum payments for operating leases | ||||
Remainder of 2018 | 533 | 533 | ||
2,019 | 1,502 | 1,502 | ||
2,020 | 363 | 363 | ||
2,021 | 348 | 348 | ||
2022 and thereafter | 658 | 658 | ||
Total | 3,404 | 3,404 | ||
Future minimum payments for other commitments | ||||
Remainder of 2018 | 6,661 | 6,661 | ||
2,019 | 10,435 | 10,435 | ||
2,020 | 6,148 | 6,148 | ||
2,021 | 4,185 | 4,185 | ||
2022 and thereafter | 489 | 489 | ||
Total | 27,918 | 27,918 | ||
Future minimum payments for operating leases and other commitments | ||||
Remainder of 2018 | 7,194 | 7,194 | ||
2,019 | 11,937 | 11,937 | ||
2,020 | 6,511 | 6,511 | ||
2,021 | 4,533 | 4,533 | ||
2022 and thereafter | 1,147 | 1,147 | ||
Total | $ 31,322 | $ 31,322 |
Subsequent events (Details)
Subsequent events (Details) $ in Millions | 1 Months Ended |
Oct. 31, 2018USD ($) | |
Subsequent events | |
Subsequent events | |
Business interruption claims received for Hurricane Irma and Maria | $ 5.5 |