Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 07, 2017 | |
Entity Registrant Name | SPANISH BROADCASTING SYSTEM INC | |
Entity Central Index Key | 927,720 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | SBSAA | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Class A common stock | ||
Entity Common Stock, Shares Outstanding | 4,166,991 | |
Class B common stock | ||
Entity Common Stock, Shares Outstanding | 2,340,353 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 16,234 | $ 23,835 |
Receivables: | ||
Trade | 28,034 | 32,952 |
Barter | 162 | 270 |
Total Receivables | 28,196 | 33,222 |
Less allowance for doubtful accounts | 1,064 | 745 |
Net receivables | 27,132 | 32,477 |
Prepaid expenses and other current assets | 8,754 | 6,597 |
Total current assets | 52,120 | 62,909 |
Property and equipment, net of accumulated depreciation of $63,654 in 2017 and $61,735 in 2016 | 24,621 | 26,406 |
FCC broadcasting licenses | 322,197 | 323,961 |
Goodwill | 32,806 | 32,806 |
Other intangible assets, net of accumulated amortization of $1,164 in 2017 and $1,116 in 2016 | 1,384 | 1,432 |
Assets held for sale | 2,173 | 1,377 |
Deferred tax assets | 1,789 | 1,615 |
Other assets | 442 | 384 |
Total assets | 437,532 | 450,890 |
Current liabilities: | ||
Accounts payable and accrued expenses | 17,013 | 12,733 |
Accrued interest | 1,872 | 7,290 |
Unearned revenue | 975 | 1,325 |
Other liabilities | 4 | |
12.5% senior secured notes, net of unamortized discount of $0 in 2017 and $629 in 2016 and net of deferred financing costs of $0 in 2017 and $1,138 in 2016 (note 8). | 264,664 | 273,233 |
Current portion of other long-term debt | 11 | 4,616 |
10 3/4% Series B cumulative exchangeable redeemable preferred stock outstanding and dividends outstanding, $0.01 par value, liquidation value $1,000 per share. Authorized 280,000 shares: 90,549 shares issued and outstanding at June 30, 2017 and December 31, 2016 and $70,165 and $65,299 of dividends payable as of June 30, 2017 and December 31, 2016, respectively. | 160,714 | 155,848 |
Total current liabilities | 445,249 | 455,049 |
Other liabilities, less current portion | 3,143 | 2,955 |
Derivative instruments | 17 | |
Deferred income taxes | 111,301 | 106,986 |
Total liabilities | 559,693 | 565,007 |
Commitments and contingencies (note 6) | ||
Stockholders’ deficit: | ||
Additional paid-in capital | 526,124 | 525,999 |
Accumulated other comprehensive loss, net | (102) | |
Accumulated deficit | (648,289) | (640,018) |
Total stockholders’ deficit | (122,161) | (114,117) |
Total liabilities and stockholders’ deficit | 437,532 | 450,890 |
Series C convertible preferred stock | ||
Stockholders’ deficit: | ||
Series C convertible preferred stock, $0.01 par value and liquidation value. Authorized 600,000 shares; 380,000 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | $ 4 | $ 4 |
Unaudited Condensed Consolidat3
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Property and equipment, accumulated depreciation | $ 63,654 | $ 61,735 |
Other intangible assets, accumulated amortization | $ 1,164 | 1,116 |
12.5% Senior Secured Notes | ||
Interest rate on Senior secured notes | 12.50% | |
Senior secured notes, unamortized discount, current | $ 0 | 629 |
Deferred financing costs, current | $ 0 | $ 1,138 |
Series B Preferred Stock | ||
Cumulative exchangeable redeemable preferred stock dividend rate | 10.75% | 10.75% |
Preferred stock par value per share | $ 0.01 | $ 0.01 |
Preferred stock, liquidation value per share | $ 1,000 | $ 1,000 |
Preferred stock, shares authorized | 280,000 | 280,000 |
Preferred stock, shares issued | 90,549 | 90,549 |
Preferred stock, shares outstanding | 90,549 | 90,549 |
Preferred Stock, dividends outstanding | $ 70,165 | $ 65,299 |
Convertible preferred stock, liquidation value per share | $ 1,000 | |
Series C convertible preferred stock | ||
Convertible preferred stock, par value | 0.01 | $ 0.01 |
Convertible preferred stock, liquidation value per share | $ 0.01 | $ 0.01 |
Convertible preferred stock, shares authorized | 600,000 | 600,000 |
Convertible preferred stock, shares issued | 380,000 | 380,000 |
Convertible preferred stock, shares outstanding | 380,000 | 380,000 |
Class A common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 4,166,991 | 4,166,991 |
Common stock, shares outstanding | 4,166,991 | 4,166,991 |
Class B common stock | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 2,340,353 | 2,340,353 |
Common stock, shares outstanding | 2,340,353 | 2,340,353 |
Unaudited Condensed Consolidat4
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Net revenue | $ 34,181 | $ 35,260 | $ 65,531 | $ 66,873 |
Operating expenses: | ||||
Engineering and programming | 6,818 | 7,586 | 15,435 | 15,748 |
Selling, general and administrative | 16,563 | 12,978 | 31,050 | 28,433 |
Corporate expenses | 2,793 | 2,549 | 5,237 | 5,542 |
Depreciation and amortization | 1,111 | 1,165 | 2,243 | 2,415 |
Total operating expenses | 27,285 | 24,278 | 53,965 | 52,138 |
Gain on the disposal of assets, net of disposal costs | (12,826) | (12,827) | (3) | |
Recapitalization costs | 3,263 | 4,089 | ||
Other operating gains | (26) | (26) | ||
Operating income | 16,459 | 11,008 | 20,304 | 14,764 |
Other (expense) income: | ||||
Interest expense, net | (9,328) | (10,053) | (19,315) | (20,089) |
Dividends on Series B preferred stock classified as interest expense | (2,433) | (2,434) | (4,866) | (4,867) |
Income (loss) before income taxes | 4,698 | (1,479) | (3,877) | (10,192) |
Income tax expense | 2,131 | 2,300 | 4,394 | 4,903 |
Net income (loss) | $ 2,567 | $ (3,779) | $ (8,271) | $ (15,095) |
Basic and Diluted net income (loss) per common share | $ 0.35 | $ (0.52) | $ (1.14) | $ (2.08) |
Weighted average common shares outstanding: | ||||
Basic and Diluted | 7,267 | 7,267 | 7,267 | 7,267 |
Net income (loss) | $ 2,567 | $ (3,779) | $ (8,271) | $ (15,095) |
Other comprehensive income, net of taxes | 92 | 51 | 102 | 96 |
Total comprehensive income (loss) | $ 2,659 | $ (3,728) | $ (8,169) | $ (14,999) |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Statement of Changes in Stockholders' Deficit - 6 months ended Jun. 30, 2017 - USD ($) $ in Thousands | Total | Preferred StockSeries C convertible preferred stock | Common StockClass A common stock | Common StockClass B common stock | Additional paid-in capital | Accumulated other comprehensive loss, net | Accumulated deficit |
Beginning Balance at Dec. 31, 2016 | $ (114,117) | $ 4 | $ 525,999 | $ (102) | $ (640,018) | ||
Beginning Balance, Shares at Dec. 31, 2016 | 380,000 | 4,166,991 | 2,340,353 | ||||
Net loss | (8,271) | (8,271) | |||||
Stock-based compensation | 125 | 125 | |||||
Unrealized gain on derivative instrument | 102 | $ 102 | |||||
Ending Balance at Jun. 30, 2017 | $ (122,161) | $ 4 | $ 526,124 | $ (648,289) | |||
Ending Balance, Shares at Jun. 30, 2017 | 380,000 | 4,166,991 | 2,340,353 |
Unaudited Condensed Consolidat6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (8,271) | $ (15,095) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Dividends on Series B preferred stock classified as interest expense | 4,866 | 4,867 |
(Gain) loss on the disposal of assets | (12,827) | (3) |
Other operating gains | (26) | |
Stock-based compensation | 125 | 463 |
Depreciation and amortization | 2,243 | 2,415 |
Net barter loss | 94 | 172 |
Provision for trade doubtful accounts | 377 | (126) |
Amortization of deferred financing costs | 1,138 | 1,695 |
Amortization of original issued discount | 629 | 958 |
Deferred income taxes | 4,240 | 4,421 |
Unearned revenue-barter | (337) | 84 |
Changes in operating assets and liabilities: | ||
Trade receivables | 4,702 | 3,869 |
Prepaid expenses and other current assets | (1,998) | (1,332) |
Other assets | (58) | 70 |
Accounts payable and accrued expenses | 4,240 | (1,643) |
Accrued interest | (5,418) | 96 |
Other liabilities | 184 | 14 |
Net cash (used in) provided by operating activities | (6,071) | 899 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (450) | (1,752) |
Proceeds from the sale of property and equipment | 13,861 | |
Cash payment related to station exchange | (1,897) | |
Net cash provided by (used in) investing activities | 13,411 | (3,649) |
Cash flows from financing activities: | ||
Payments of other debt | (4,605) | (153) |
Net cash used in financing activities | (14,941) | (153) |
Net decrease in cash and cash equivalents | (7,601) | (2,903) |
Cash and cash equivalents at beginning of period | 23,835 | 19,443 |
Cash and cash equivalents at end of period | 16,234 | 16,540 |
Supplemental cash flows information: | ||
Interest paid | 22,971 | 17,347 |
Income tax paid | 28 | 105 |
Noncash investing and financing activities: | ||
Nonmonetary asset exchange | 2,794 | |
Unrealized gain on derivative instrument | 102 | $ 96 |
12.5% Senior Secured Notes | ||
Cash flows from financing activities: | ||
Paydown of 12.5% senior secured notes | $ (10,336) |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The unaudited condensed consolidated financial statements include the accounts of Spanish Broadcasting System, Inc. and its subsidiaries (the Company, we, us, our or SBS). All intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements as of June 30, 2017 and December 31, 2016 and for the three- and six-month periods ended June 30, 2017 and 2016 have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. They do not include all information and notes required by U.S. GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with our consolidated financial statements as of, and for the fiscal year ended December 31, 2016, included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, which are all of a normal and recurring nature, necessary for a fair presentation of the results of the interim periods. Additionally, we evaluated subsequent events after the balance sheet date of June 30, 2017 through the financial statements issuance date. The results of operations for the six-months ended June 30, 2017 are not necessarily indicative of the results for the entire year ending December 31, 2017, or for any other future interim or annual periods. Our consolidated financial statements have been prepared assuming we will continue as a going-concern, and do not include any adjustments that might result if we were unable to do so, and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. As of June 30, 2017 and December 31, 2016, we had a working capital deficit due primarily to the classification of our 10¾% Series B Cumulative Exchangeable Redeemable Preferred Stock (the “Series B preferred stock”) as a current liability and the classification of our 12.5% Senior Secured Notes (the “Notes”) as a current liability. Under Delaware law, our state of incorporation, the Series B preferred stock is deemed equity. Because the holders of the Series B preferred stock are not creditors, they do not have rights of, or remedies available to, creditors. Delaware law does not recognize a right of preferred stockholders to force redemptions or repurchases where the corporation does not have funds legally available. Currently, we do not have sufficient funds legally available to be able to redeem or repurchase the Series B preferred stock and its accumulated unpaid dividends. If we are successful in repaying or refinancing our Notes, and are able to generate legally available funds under Delaware law, we may be required to pay all or a portion of the accumulated preferred dividends and redeem all or a portion of the Series B preferred stock, to extent of the funds legally available. As discussed in Note 8, the Notes matured on April 15, 2017. Cash from operations or the sale of assets was not sufficient to repay the Notes when they became due. We are working with a team of financial and legal advisors in evaluating all options available to us in executing a comprehensive recapitalization plan. These options, include, but are not limited to, selling certain non-core assets (whose net proceeds would be used to repay a portion of outstanding Notes), new financings (including debt, equity-linked securities and equity offerings), an exchange offer with the holders of our Notes (the “Noteholders”), with or without exit consents to amend the terms of the indenture under which the Notes were issued (the “Indenture”), use of cash on hand and a combination of these options. We have been pursuing the sale of certain non-core assets, including certain of our television stations and real estate assets. As further described in Note 11, on June 9, 2017 we sold our Los Angeles real estate assets and used the net proceeds to pay down a portion of the Notes. We expect to continue to use the net proceeds of other significant asset sales to repay a portion of the Notes and thereby deleverage our balance sheet. In connection with our recapitalization plan, we continue conversations with representatives of the Noteholders and the holders of the Series B preferred stock regarding these matters. However, we cannot assure you that we will be successful in our recapitalization efforts. We did not repay the Notes at their maturity, as a result of which there was an event of default under the Indenture on April 17, 2017 (April 17, 2017 being the payment date following the Saturday, April 15, 2017 maturity date). On April 17, 2017, we made the interest payment due on the Notes. The Notes will continue to earn interest at the current rate of 12.5% per year after the maturity date but we are not required to pay any default interest under the Indenture. As further described in Note 8, the Company on May 8, 2017 entered into a forbearance agreement (the “Forbearance Agreement”) with an ad hoc group of more than 75% of the Notes (the “Supporting Holders”). Pursuant to the Forbearance Agreement, the Supporting Holders agreed to forbear from exercising any of their rights and remedies under the Indenture under which the Notes were issued, with respect to certain defaults from the effective date of the Forbearance Agreement until the earliest to occur of (a) the occurrence of any Event of Termination (as defined in the Forbearance Agreement) and (b) May 31, 2017 at 12:01 a.m. New York City time. The Forbearance Agreement expired and has not been extended, however the Company has continued to make monthly interest payments on the Notes on the 15 th The Company has incurred $3.3 and $4.1 million, respectively for the three and six-months ended June 30, 2017, of recapitalization costs, primarily due to professional fees related to the current process of evaluating all options available towards executing a comprehensive recapitalization plan. Also included in these amounts are the consent fees paid to the Supporting Holders of the Notes who entered into the Forbearance Agreement with the Company, as well as the legal and financial advisory fees incurred by the Supporting Holders. In the event we are unsuccessful in these efforts and one or more Noteholders seek to exercise remedies against us or our assets, we may be required to seek protection under Chapter 11 of the U.S. Bankruptcy Code, among other things, in order to maximize the value of our company for all of our constituents. While we believe that a Chapter 11 filing may create an avenue to successfully execute on our strategy, such a filing may also have several negative consequences to our business, including the costs and negative publicity that surrounds such a filing, reduced advertising revenue due to the uncertainty surrounding the filing, the potential need to sell assets (including the equity of our subsidiaries that own our FCC licenses) under distressed circumstances and the risk that we are unable to execute on a successful plan of reorganization. Management is responsible for evaluating whether there is substantial doubt about the organization’s ability to continue as a going concern and to provide related footnote disclosures, in accordance with the going concern accounting standard adopted in 2016. Our inability to obtain financing in adequate amounts and on acceptable terms necessary to operate our business, repay our Notes, redeem or refinance our Series B preferred stock or finance future acquisitions negatively impacts our business, financial condition, results of operations and cash flows and raises substantial doubt about our ability to continue as a going concern. The financial statements do not include adjustments, if any, that might arise from the outcome of this uncertainty. Recently Issued Accounting Pronouncements In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718), In February 2017, the FASB issued ASU 2017-05, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20), In January 2017, the FASB issued ASU 2017-04, Intangibles — Goodwill and Other (Topic 350) In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) In October 2016, the FASB issued ASU No. 2016-16, – Income Taxes (Topic 740) In August 2016, the FASB issued ASU No. 2016-15, Statements of Cash Flows (Topic 230). In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). In January 2016, the FASB issued ASU No. 2016-01, Accounting for Financial Instruments – Recognition and Measurement. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). . |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Deficit | 2. Stockholders’ Deficit (a) Series C Convertible Preferred Stock On December 23, 2004, in connection with the closing of the merger agreement, dated October 5, 2004, with CBS Radio Media Corporation (formerly known as Infinity Media Corporation, “CBS Radio”), an indirect wholly-owned subsidiary of CBS Corporation, Infinity Broadcasting Corporation of San Francisco (“Infinity SF”) and SBS Bay Area, LLC, a wholly-owned subsidiary of SBS, pursuant to which SBS acquired the FCC license of Infinity SF (the “CBS Radio Merger”), we issued to CBS Radio an aggregate of 380,000 shares of Series C convertible preferred stock, $0.01 par value per share (the “Series C preferred stock”). Each share of Series C preferred stock is convertible at the option of the holder into two fully paid and non-assessable shares of the Class A common stock. The shares of Series C preferred stock issued at the closing of the CBS Radio Merger are convertible into 760,000 shares of Class A common stock, subject to certain adjustments. In connection with the CBS Radio Merger, we also entered into a registration rights agreement with CBS Radio, pursuant to which CBS Radio may instruct us to file up to three registration statements, on a best efforts basis, with the SEC, providing for the registration for resale of the Class A common stock issuable upon conversion of the Series C preferred stock. In connection with the issuance of the Series C preferred stock, we entered into a Stockholder Agreement, dated October 5, 2004, with CBS Radio and Mr. Alarcón. Pursuant to the terms of the Stockholder Agreement, CBS Radio was given a right of first negotiation with respect to any radio station that we control in the New York and Miami markets after the date of such agreement. The negotiation right is required to stay open for a period of ten (10) business days. In addition, CBS Radio was also given a right to match any offer received by us with respect to any Miami radio station. Such matching right expired one year after the date of the Stockholder Agreement. We are required to pay holders of Series C preferred stock dividends on parity with our Class A common stock and Class B common stock, and each other class or series of our capital stock created after December 23, 2004. The Series C preferred stock holders have the same voting rights and powers as our Class A common stock on an as-converted basis, subject to certain adjustments. The Certificate of Designations for the Series C preferred stock does not contain a voting rights triggering event provision like the one found in the Certificate of Designations for the Series B preferred stock. Each holder of Series C preferred stock (i) has preemptive rights to purchase its pro rata share of any equity securities we may offer, subject to certain conditions, and (ii) may, at their option, convert each share of Series C preferred stock into two (2) shares of Class A common stock, subject to certain adjustments. The terms of the Certificate of Designations for our Series C preferred stock limits our ability to (i) enter into transactions with affiliates and certain merger transactions and (ii) create or adopt any shareholders rights plan. On August 8, 2016, CBS Radio entered into a Stock Purchase Agreement with the Company, AAA Trust and Mr. Alarcón (the “Stock Purchase Agreement”) to sell and assign its rights related to its 380,000 shares of Series C preferred stock to the AAA Trust for $3.8 million. AAA Trust is a Florida trust, of which Mr. Alarcón is the trustee. Pursuant to the Stock Purchase Agreement, CBS Radio agreed to assign the rights under the registration rights agreement and Stockholder Agreement to AAA Trust, which now holds such registration rights. The parties closed on the Stock Purchase Agreement on August 18, 2016. (b) Class A and B Common Stock The rights of the Class A common stockholders and Class B common stockholders are identical except with respect to their voting rights and conversion provisions. The Class A common stock is entitled to one vote per share and the Class B common stock is entitled to ten votes per share. The Class B common stock is convertible to Class A common stock on a share-for-share basis at the option of the holder at any time, or automatically upon a transfer of the Class B common stock to a person or entity which is not a permitted transferee (as described in our Certificate of Incorporation). Holders of each class of common stock are entitled to receive dividends and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders. Neither the holders of the Class A common stock nor the holders of the Class B common stock have preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to such shares. Each class of common stock is subordinate to our Series B preferred stock. The Series B preferred stock has a liquidation preference of $1,000 per share and is on parity with the Series C preferred stock with respect to dividend rights and rights upon liquidation, winding up and dissolution of SBS. (c) 2006 Omnibus Equity Compensation Plan In July 2006, we adopted an omnibus equity compensation plan (the “Omnibus Plan”) in which grants of Class A common stock could be made to participants in any of the following forms: (i) incentive stock options, (ii) nonqualified stock options, (iii) stock appreciation rights, (iv) stock units, (v) stock awards, (vi) dividend equivalents, and (vii) other stock-based awards. The Omnibus Plan authorized up to 350,000 shares of our Class A common stock for issuance, subject to adjustment in certain circumstances. The Omnibus Plan provided that the maximum aggregate number of shares of Class A common stock units, stock awards and other stock-based awards that may be granted, other than dividend equivalents, to any individual during any calendar year was 100,000 shares, subject to adjustments. The Omnibus Plan expired on July 17, 2016 and no further options can be granted under this plan. (d) Stock Options and Nonvested Share Activity Stock options have only been granted to employees or directors. Our stock options have various vesting schedules and are subject to the employees’ continuing service. A summary of the status of our stock options, as June 30, 2017 and March 31, 2017, and changes during the quarter ended June 30, 2017, is presented below (in thousands, except per share data and contractual life): Weighted Weighted Average Average Aggregate Remaining Exercise Intrinsic Contractual Shares Price Value Life (Years) Outstanding at March 31, 2017 408 $ 4.32 Granted — — Exercised — — Forfeited — — Outstanding at June 30, 2017 408 $ 4.32 $ 1,200 7.7 Exercisable at June 30, 2017 358 $ 4.50 $ 1,200 7.2 The following table summarizes information about our stock options outstanding and exercisable at June 30, 2017 (in thousands, except per share data and contractual life): Outstanding Exercisable Weighted Weighted Average Weighted Average Remaining Average Vested Unvested Exercise Contractual Number Exercise Range of Exercise Prices Options Options Price Life (Years) Exercisable Price $1.03 - 2.99 45 50 $ 2.68 8.9 45 $ 2.33 $3.00 - 4.99 273 - 3.21 8.1 273 3.21 $5.00 - 9.99 20 - 7.50 2.8 20 7.50 $10.00 - 49.99 20 - 24.03 1.0 20 24.03 358 50 $ 4.32 7.7 358 $ 4.50 As of June 30, 2017, there was $0.1 million of total unrecognized compensation costs related to nonvested stock-based compensation arrangements granted under all of our plans. The cost is expected to be recognized over a weighted average period of approximately 1.2 years. (e) Accumulated Other Comprehensive Loss Our accumulated other comprehensive loss was comprised of accumulated gains and losses on a derivative instrument (interest rate swap) that qualifies for cash flow hedge treatment. Our total comprehensive income (loss) consisted of our net income (loss) and a gain on our interest rate swap for the respective periods. The gain on the interest rate swap was shown net of taxes; however, there was no tax effect as a result of a full deferred tax asset valuation allowance related to the interest rate swap. The interest rate swap expired on January 3, 2017. For the three-months ended June 30, 2017 and 2016, we reclassified from other comprehensive loss to interest expense less than $0.1 million and $0.1 million, respectively. During the three-months ended June 30, 2017 and 2016, we recognized in other comprehensive income, net of taxes, an unrealized gain on derivative instrument of approximately $92 thousand and $51 thousand, respectively. For the six-months ended June 30, 2017 and 2016, we reclassified from other comprehensive loss to interest expense less than $0.1 million and $0.1 million, respectively. During the six-months ended June 30, 2017 and 2016, we recognized in other comprehensive income, net of taxes, an unrealized gain on derivative instrument of approximately $102 thousand and $96 thousand, respectively. |
Basic and Diluted Net Income (L
Basic and Diluted Net Income (Loss) Per Common Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (Loss) Per Common Share | 3. Basic and Diluted Net Income (Loss) Per Common Share Basic net income (loss) per common share was computed by dividing net income (loss) applicable to common stockholders by the weighted average number of shares of common stock and convertible preferred stock outstanding for each period presented, using the “if converted” method. Diluted net loss per common share is computed by giving effect to common stock equivalents as if they were outstanding for the entire period. The following is a reconciliation of the shares used in the computation of basic and diluted net income (loss) per share for the three- and six-month periods ended June 30, 2017 and 2016 (in thousands): Three-Months Ended Six-Months Ended June 30, June 30, 2017 2016 2017 2016 Basic weighted average shares outstanding 7,267 7,267 7,267 7,267 Effect of dilutive equity instruments — — — — Dilutive weighted average shares outstanding 7,267 7,267 7,267 7,267 Options to purchase shares of common stock and other stock-based awards outstanding which are not included in the calculation of diluted net income per share because their impact is anti-dilutive 408 399 399 409 |
Operating Segments
Operating Segments | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Operating Segments | 4. Operating Segments We have two reportable segments: radio and television. The following summary table presents separate financial data for each of our operating segments (in thousands): Three-Months Ended Six-Months Ended June 30, June 30, 2017 2016 2017 2016 Net revenue: Radio $ 31,279 $ 31,429 $ 59,503 $ 59,954 Television 2,902 3,831 6,028 6,919 Consolidated $ 34,181 $ 35,260 $ 65,531 $ 66,873 Engineering and programming expenses: Radio $ 5,672 $ 6,112 $ 11,871 $ 12,144 Television 1,146 1,474 3,564 3,604 Consolidated $ 6,818 $ 7,586 $ 15,435 $ 15,748 Selling, general and administrative expenses: Radio $ 14,932 $ 11,327 $ 28,068 $ 24,803 Television 1,631 1,651 2,982 3,630 Consolidated $ 16,563 $ 12,978 $ 31,050 $ 28,433 Corporate expenses: $ 2,793 $ 2,549 $ 5,237 $ 5,542 Depreciation and amortization: Radio $ 460 $ 475 $ 936 $ 963 Television 559 584 1,118 1,247 Corporate 92 106 189 205 Consolidated $ 1,111 $ 1,165 $ 2,243 $ 2,415 Gain on the disposal of assets, net of disposal costs: Radio $ (12,826 ) $ — $ (12,826 ) $ (3 ) Television — — (1 ) — Corporate — — — — Consolidated $ (12,826 ) $ — $ (12,827 ) $ (3 ) Recapitalization costs: Radio $ — $ — $ — $ — Television — — — — Corporate 3,263 — 4,089 — Consolidated $ 3,263 $ — $ 4,089 $ — Other operating gains: Radio $ — $ — $ — $ — Television — — — — Corporate — (26 ) — (26 ) Consolidated $ — $ (26 ) $ — $ (26 ) Operating income (loss): Radio $ 23,041 $ 13,515 $ 31,454 $ 22,047 Television (434 ) 122 (1,635 ) (1,562 ) Corporate (6,148 ) (2,629 ) (9,515 ) (5,721 ) Consolidated $ 16,459 $ 11,008 $ 20,304 $ 14,764 Capital expenditures: Radio $ 111 $ 897 $ 313 $ 1,279 Television 44 215 67 309 Corporate 19 63 70 164 Consolidated $ 174 $ 1,175 $ 450 $ 1,752 June 30, December 31, 2017 2016 Total Assets: Radio $ 378,929 $ 391,817 Television 56,109 56,554 Corporate 2,494 2,519 Consolidated $ 437,532 $ 450,890 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes We are calculating our effective income tax rate using a year-to-date income tax calculation, due to the full valuation allowance on the Company’s deferred tax assets, other than the net operating loss carryforwards of our U.S. Licensing companies and the U.S. AMT tax credits. In assessing the realizability of the deferred tax assets, management considers whether it is more likely than not that some portion or the entire deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. Due to the continued pre-tax operating losses reported through Q2 2017, management has not changed its valuation allowance position as of June 30, 2017, from December 31, 2016. Our income tax expense differs from the statutory federal tax rate of 35% and related statutory state tax rates primarily due to the tax amortization on certain indefinite-lived intangible assets that do not have any valuation allowance and the continued losses that cannot be realized due to the full valuation allowance. The gain on the sale of property in 2017 will be absorbed by operating losses for the current year, and as such, there is no incremental tax expense recorded for this transaction. We file federal, state and local income tax returns in the United States and Puerto Rico. The tax years that remain subject to assessment of additional liabilities by the United States federal tax authorities are 2013 through 2016. The tax years that remain subject to assessment of additional liabilities by state, local, and Puerto Rico tax authorities are 2012 through 2016. From time to time, we continue to be subject to state income tax audits, including an active audit by a State tax authority (the “State”) for the income tax years from December 31, 2010 through 2013. The audit is ongoing; however, the state has issued a “consent to field adjustments”, for which a resulting liability is probable. The liability is related to franchise taxes. The company has accrued $1.0 million for the liability expected to be paid. Based on our evaluation, we have concluded that there are no significant uncertain tax positions requiring recognition in our consolidated financial statements as of June 30, 2017 and December 31, 2016. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 6. Commitments and Contingencies We are subject to certain legal proceedings and claims that have arisen in the ordinary course of business and have not been fully adjudicated. In our opinion, we do not have a potential liability related to any current legal proceedings and claims that would individually or in the aggregate have a material adverse effect on our financial condition or operating results. However, the results of legal proceedings cannot be predicted with certainty. Should we fail to prevail in any of these legal matters or should all of these legal matters be resolved against us in the same reporting period, the operating results of a particular reporting period could be materially adversely affected. State Tax Assessment The company is periodically subject to state tax audits. Currently, the company is under audit by the State, which is challenging the company’s allocation of subsidiary capital and attributable liabilities, for the tax years from December 31, 2010 through 2013. The audit is ongoing; however, the state has issued a “consent to field adjustments”, for which a resulting liability is probable. The liability is related to franchise taxes. The company has accrued $1.0 million for the liability expected to be paid. Local Tax Assessment The company received an audit assessment (the “Assessment”) wherein it was proposed that the Company underpaid a local tax for the tax periods between June 1, 2005 and May 31, 2015 totaling $1,439,452 in underpaid tax, applicable interest and penalties. The Company disagrees with the assessment and related calculations but is developing a settlement strategy to discuss and pursue with the taxing jurisdiction with the hope of avoiding a lengthy litigation process. While we are uncertain as to whether the jurisdiction will accept this offer, an accrual of $391,000, based upon our current best estimate of probable loss, was charged to operations in the second quarter of 2016. However, if the settlement offer is not accepted by the jurisdiction, the amount of the ultimate loss to the Company, if any, may equal the entire amount of the Assessment sought by the taxing jurisdiction. Gutierrez-Ortiz Lawsuit We are a defendant in Aida Ivette Gutiérrez Ortiz et al. v. Municipio Autónomo de Bayamón, et al., a lawsuit involving the death of a man who was shot and killed at a concert co-promoted by us. Plaintiffs allege that we were negligent because we did not provide the necessary security to prevent the entry of firearms in the concert venue or its surrounding areas. Plaintiffs also allege we did not provide the necessary measures to control the venue and allege that we were negligent because we failed to provide the necessary medical assistance to aid the victim. Plaintiffs are seeking an estimated $3.5 million as indemnity. We intend to defend our self vigorously against this claim. At this stage, an estimate of loss cannot be made, however, we believe we have good defenses and it is not probable that the outcome of the litigation will result in a material loss or liability to us . |
Fair Value Measurement Disclosu
Fair Value Measurement Disclosures | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement Disclosures | 7. Fair Value Measurement Disclosures Fair Value of Financial Instruments Cash and cash equivalents, receivables, as well as accounts payable and accrued expenses, and other current liabilities, as reflected in the consolidated financial statements, approximate fair value because of the short-term maturity of these instruments. The estimated fair value of our other long-term debt instruments, approximate their carrying amounts as the interest rates approximate our current borrowing rate for similar debt instruments of comparable maturity, or have variable interest rates. Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. The fair value of the Notes is estimated using market quotes from a major financial institution taking into consideration the most recent activity and are considered Level 2 measurements within the fair value hierarchy. The fair value of the Series B preferred stock was based upon a weighted average analysis using the Black-Scholes method, an income approach, and the yield method resulting in a Level 3 classification. The Black-Scholes method utilized an estimate of the fair value of the SBS equity, volatility, an estimate of the time to liquidity, and a risk free rate in the determination of the SBS preferred fair value. Key assumptions for the income and yield methods included the expected yield on preferred stock, accrued dividends, the principal amount of the Series B preferred stock, and an estimate of the time to liquidity. A discount for lack of marketability of the Series B preferred stock was also utilized in the analysis. The fair value of the Series B preferred stock may be impacted by the Company’s ability to monetize certain non-core assets to generate cash proceeds which we could use to repay, refinance and/or restructure our short term obligations, as well as its ability to be able to successfully recapitalize its balance sheet. The fair value of the Series B Preferred Stock may be impacted by the potential monetization of non-core assets used to generate cash proceeds which the Company could use to repay, refinance and/or restructure its short term obligations, as well as its ability to be able to successfully recapitalize its balance sheet. The estimated fair values of our financial instruments are as follows (in millions): June 30, 2017 December 31, 2016 Fair Value Carrying Fair Carrying Fair Description Hierarchy Amount Value Amount Value 12.5% senior secured notes (note 8) Level 2 $ 264.7 279.9 $ 275.0 275.5 10 3 4 redeemable preferred stock (note 9) Level 3 160.7 49.1 155.8 60.5 Promissory note payable Level 3 — — 4.6 4.7 |
12.5% Senior Secured Notes
12.5% Senior Secured Notes | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
12.5% Senior Secured Notes | 8. 12.5% Senior Secured Notes On February 7, 2012 we closed our offering of $275 million in aggregate principal amount of our Notes, at an issue price of 97% of the principal amount. The Notes were offered solely by means of a private placement either to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act, or to certain persons outside the United States pursuant to Regulation S under the Securities Act. We used the net proceeds from the offering, together with some cash on hand, to repay and terminate our then existing senior credit facility term loan, and to pay the transaction costs related to the offering. The Notes matured on April 15, 2017. Because we did not have sufficient cash on hand and did not generate sufficient cash from operations or asset sales, we did not repay the Notes at their maturity on April 17, 2017 (being the payment date following the Saturday, April 15, 2017 maturity date), as a result the Company is in default of the covenant to repay the Notes at their maturity (which constitutes an event of default under the Indenture). See Note 1 elsewhere in these notes to the financial statements for additional detail regarding our recapitalization efforts and our failure to repay the Notes at maturity. In addition, one of our limited liability companies had not become a guarantor when formed in 2013, as required by a covenant under the Indenture and therefore we were in default under the Indenture from the formation of the limited liability company until we subsequently submitted documentation to the Trustee to have the limited liability company become an additional guarantor in April 2017. We were also required to amend the limited liability operating agreement to permit the trustee to more adequately perfect its security interest in the equity of the company. This default has subsequently been cured. On April 17, 2017, the Company timely made the interest payment due on the Notes. The Notes will continue to earn interest at the current rate of 12.5% per year after the maturity date. On May 8, 2017, the Company, and certain of its subsidiaries entered into the Forbearance Agreement with the Supporting Holders of more than 75% of the $275 million of outstanding Notes. The Forbearance Agreement became effective on May 17, 2017, after the Company complied with the conditions precedent to its effectiveness. Pursuant to the Forbearance Agreement, the Supporting Holders agreed to forbear from exercising any of their rights and remedies under the indenture under which the Notes were issued, with respect to certain defaults from the effective date of the Forbearance Agreement until the earliest to occur of (a) the occurrence of any Event of Termination (as defined in the Forbearance Agreement) and (b) May 31, 2017 at 12:01 a.m. New York City time. As part of the Forbearance Agreement, the Company agreed to make monthly (as opposed to semiannual) interest payments of $2,864,583 on the Notes for the 30 day periods ending on May 15, 2017 and June 15, 2017. The Company also agreed to pay a consent fee to the Supporting Holders equal to 0.35% of the principal amount of the Notes held by such parties and also agreed to pay the legal fees and financial advisor due diligence fees of the Supporting Holders. The Forbearance Agreement expired and has not been extended. As of the date of the filing of this Quarterly Report on Form 10Q, the Company had made all of the payments required to be made under the Forbearance Agreement and has continued to make the monthly interest payments on the Notes on the 15 th As further described in Note 11, on June 9, 2017 we sold our Los Angeles real estate assets and used the net proceeds to pay down a portion of the outstanding indebtedness on our Notes. On June 9, 2017, net proceeds of $10.3 million were delivered directly to the trustee in order to pay down our Notes. These monies were subsequently distributed to the Noteholders, by the trustee, on August 4, 2017. A summary of the outstanding balance of our Notes, as of March 31, 2017 and June 30, 2017, and changes during the quarter ended June 30, 2017, is presented below (in thousands and net of unamortized discount and deferred financing costs): 12.5% senior secured notes, net, as of March 31, 2017 $ 274,624 Amortization of discount and deferred financing cost 376 Redemption of Notes (10,336) 12.5% senior secured notes, net, as of June 30, 2017 $ 264,664 Interest The Notes accrue interest at a rate of 12.5% per year. Since April 17, 2017, interest has been payable, from time to time, on demand. We have been paying interest monthly since that date. Additional interest will be payable at a rate of 2.00% per annum (the “Additional Interest”) on (i) the unpaid principal amount of the Notes plus (ii) any amount of Additional Interest payable but unpaid in any prior interest period, to be paid in cash, at our election, on any acceleration of the Notes and any redemption of the Notes; provided that no Additional Interest will be payable if, for the applicable fiscal period, either (a) we record positive consolidated station operating income for our television segment for the most recent twelve-month period ending either June 30 or December 31or (b) our secured leverage ratio on a consolidated basis is less than 4.75 to 1.00. Although our secured leverage ratio was greater than 4.75 to 1.00, we recorded positive consolidated station operating income for our television segment for the twelve month period ending June 30, 2017. Collateral and Ranking The Notes and the guarantees are secured on a first-priority basis by a security interest in certain of the Company’s and the guarantors’ existing and future tangible and intangible assets (other than Excluded Assets (as defined in the Indenture)). The Notes and the guarantees are structurally subordinated to the obligations of our non-guarantor subsidiaries. The Notes and guarantees are senior to all of the Company’s and the guarantors’ existing and future unsecured indebtedness to the extent of the value of the collateral. The Indenture permits us, under specified circumstances, to incur additional debt; however, the occurrence and continuance of the Voting Rights Triggering Event (as defined in note 9 of the Notes to the Unaudited Condensed Consolidated Financial Statements) currently prevents us from incurring any such additional debt. The Notes are senior secured obligations of the Company that rank equally with all of our existing and future senior indebtedness and senior to all of our existing and future subordinated indebtedness. Subject to certain exceptions, the Notes are fully and unconditionally guaranteed by each of our existing and future wholly owned domestic subsidiaries (which excludes (i) our existing and future subsidiaries formed in Puerto Rico (the “Puerto Rican Subsidiaries”), (ii) our future subsidiaries formed under the laws of foreign jurisdictions and (iii) our existing and future subsidiaries, whether domestic or foreign, of the Puerto Rican Subsidiaries or foreign subsidiaries) and our other domestic subsidiaries that guarantee certain of our other debt. The Notes and guarantees are structurally subordinated to all existing and future liabilities (including trade payables) of our nonguarantor subsidiaries. Covenants and Other Matters The Indenture governing the Notes contains covenants that, among other things, limit our ability and the ability of the guarantors to: • incur or guarantee additional indebtedness; • pay dividends and make other restricted payments; • incur restrictions on the payment of dividends or other distributions from our restricted subsidiaries; • engage in sale-lease back transactions; • enter into new lines of business; • make certain payments to holders of Notes that consent to amendments to the Indenture governing the Notes without paying such amounts to all holders of Notes; • create or incur certain liens; • make certain investments and acquisitions; • transfer or sell assets; • engage in transactions with affiliates; and • merge or consolidate with other companies or transfer all or substantially all of our assets. As a result of our failure to pay the Notes at maturity, an event of default under the Indenture has occurred and is continuing. |
10 3_4% Series B Cumulative Exc
10 3/4% Series B Cumulative Exchangeable Redeemable Preferred Stock | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
10 3/4% Series B Cumulative Exchangeable Redeemable Preferred Stock | 9. 10 3 4 Voting Rights Triggering Event On October 30, 2003, we partially financed the purchase of a radio station with proceeds from the sale, through a private placement, of 75,000 shares of our 10 3/4% Series A cumulative exchangeable redeemable preferred stock, par value $0.01 per share, with a liquidation preference of $1,000 per share (the “Series A preferred stock”), without a specified maturity date. The gross proceeds from the issuance of the Series A preferred stock amounted to $75.0 million. On February 18, 2004, we commenced an offer to exchange registered shares of our 10 3/4% Series B preferred stock, par value $0.01 per share and liquidation preference of $1,000 per share for any and all shares of our outstanding unregistered Series A preferred stock. On April 5, 2004, we completed the exchange offer and exchanged 76,702 shares of our Series B preferred stock for all of our then outstanding shares of Series A preferred stock. Holders of the Series B preferred stock have customary protective provisions. The Certificate of Designations contains covenants that, among other things, limit our ability to: (i) pay dividends, purchase junior securities and make restricted investments other restricted payments; (ii) incur indebtedness, including refinancing indebtedness; (iii) merge or consolidate with other companies or transfer all or substantially all of our assets; and (iv) engage in transactions with affiliates. Upon a change of control, we will be required to make an offer to purchase these shares at a price of 101% of the aggregate liquidation preference of these shares plus accumulated and unpaid dividends to, but excluding the purchase date. We had the option to redeem all or some of the registered Series B preferred stock for cash on or after October 15, 2009 at 103.583%, October 15, 2010 at 101.792% and October 15, 2011 and thereafter at 100%, plus accumulated and unpaid dividends to the redemption date. On October 15, 2013, each holder of Series B preferred stock had the right to request that we repurchase (subject to the legal availability of funds under Delaware General Corporate Law) all or a portion of such holder’s shares of Series B preferred stock at a purchase price equal to 100% of the liquidation preference of such shares, plus all accumulated and unpaid dividends (as described in more detail below) on those shares to the date of repurchase. Under the terms of our Series B preferred stock, we are required to pay dividends at a rate of 10 3/4% per year of the $1,000 liquidation preference per share of Series B preferred stock. From October 30, 2003 to October 15, 2008, we had the option to pay these dividends in either cash or additional shares of Series B On October 15, 2013, holders of shares of our Series B preferred stock requested that we repurchase 92,223 shares of Series B preferred stock for an aggregate repurchase price of $126.9 million, which included accumulated and unpaid dividends on these shares as of October 15, 2013. We did not have sufficient funds legally available to repurchase all of the Series B preferred stock for which we received requests and instead used the limited funds legally available to us to repurchase 1,800 shares for a purchase price of approximately $2.5 million, which included accrued and unpaid dividends. Consequently, a “voting rights triggering event” occurred (the “Voting Rights Triggering Event”). During the continuation of a Voting Rights Triggering Event, certain of the covenants summarized above become more restrictive by their terms including (i) a prohibition on our ability to incur additional indebtedness, (ii) restrictions on our ability to make restricted payments and (iii) restrictions on our ability to merge or consolidate with other companies or transfer all or substantially all of our assets. In addition, the holders of the Series B preferred stock have the right to elect two members to our Board of Directors. At our Annual Meeting of Stockholders in 2014, the holders of the Series B preferred stock nominated and elected Alan Miller and Gary Stone to serve as the Series B preferred stock directors who have remained on the board since then. The Voting Rights Triggering Event shall continue until (i) all dividends in arrears shall have been paid in full and (ii) all other failures, breaches or defaults giving rise to such Voting Rights Triggering Event are remedied or waived by the holders of at least a majority of the shares of the then outstanding Series B preferred stock. We do not currently have sufficient funds legally available to be able to satisfy the conditions for terminating the Voting Rights Triggering Event. The terms of our Series B preferred stock require us, in the event of a change of control, to offer to repurchase all or a portion of a holder’s shares at an offer price in cash equal to 101% of the liquidation preference of the shares, plus an amount in cash equal to all accumulated and unpaid dividends on those shares up to but excluding the date of repurchase. We do not currently have sufficient funds legally available to be able to satisfy the conditions for terminating the Voting Rights Triggering Event or for repurchasing the shares in the event of a change of control. During the continuation of the Voting Rights Triggering Event, the Indenture governing our Notes prohibits us from paying dividends or from repurchasing the Series B preferred stock. Quarterly Dividends Under the terms of our Series B preferred stock, the holders of the outstanding shares of the Series B preferred stock are entitled to receive, when, as and if declared by the Board of Directors out of funds of the Company legally available therefor, dividends on the Series B preferred stock at a rate of 10 ¾% per year, of the $1,000 liquidation preference per share. All dividends are cumulative, whether or not earned or declared, and are payable quarterly in arrears on specified dividend payment dates. While the Voting Rights Triggering Event continues, we cannot pay dividends on the Series B preferred stock without causing a breach of covenants Indenture governing our Notes As of June 30, 2017, the aggregate cumulative unpaid dividends on the outstanding shares of the Series B preferred stock was approximately $70.2 million, which is accrued on our condensed consolidated balance sheet as 10 ¾% Series B cumulative exchangeable redeemable preferred stock. Redemption Date and Subsequent Accounting Treatment of the Preferred Stock Prior to October 15, 2013, the Series B preferred stock was considered “conditionally redeemable” because the redemption of the shares of Series B preferred stock was contingent on the Series B preferred stockholders requesting that their Series B preferred stock be repurchased on October 15, 2013. On October 15, 2013, almost all of the holders of the Series B preferred stock requested that we repurchase their shares of Series B preferred stock. As a result of their request, we assessed and determined that, under applicable accounting principles, the contingency had occurred, and the Series B preferred stock now met the definition of a “mandatorily redeemable” instrument under Accounting Standards Codification 480 “Distinguishing Liabilities from Equity” In addition, the Series B preferred stock will be measured at each reporting date as the amount of cash that would be paid pursuant to the contract, had settlement occurred on the reporting date, recognizing the resulting change in that amount from the previous reporting date as interest expense. Therefore, the accruing quarterly dividends of the Series B preferred stock is being recorded as interest expense (i.e. “Dividends on Series B preferred stock classified as interest expense”). |
Asset Exchange
Asset Exchange | 6 Months Ended |
Jun. 30, 2017 | |
Asset Exchange [Abstract] | |
Asset Exchange | 10. Asset Exchange On January 4, 2016, the Company completed an asset exchange with International Broadcasting Corp. under which the Company agreed to exchange certain assets used or useful in the operations of WIOA-FM, WIOC-FM, and WZET-FM in Puerto Rico for certain assets used or useful in the operations of WTCV (DT), WVEO (DT), and WVOZ (TV) in Puerto Rico previously owned and operated by International Broadcasting Corp. The asset exchange is being accounted for as a non-monetary exchange in accordance with ASC-845 Nonmonetary Transactions Business Combinations |
Asset Held for Sale
Asset Held for Sale | 6 Months Ended |
Jun. 30, 2017 | |
Assets Of Disposal Group Including Discontinued Operation [Abstract] | |
Asset Held for Sale | 11. Asset Held for Sale During 2016, the Company entered into listing agreements with brokers to sell two buildings and related improvements in New York City and Los Angeles which are part of our radio segment. The two properties have been reclassified from land, building and building improvements, as well as furniture and fixtures to assets held for sale as these assets were approved for immediate sale in their present condition, are expected to be sold within one year and management is actively working to locate buyers for these buildings and related improvements . As of December 31, 2016, the land, buildings and related improvements had a net book value of $1.4 million. On June 9, 2017, we closed on the sale of our Los Angeles facilities which had carrying values of $0.9 million of land and $0.1 million of property and equipment. These facilities are where we currently maintain our Los Angeles radio operations. We will continue to maintain our radio operations at the property pursuant to a separate office lease agreement which extends for a period of up to 12 months after the closing date and the Company has the option to unconditionally exit the lease by providing 30 days’ notice to the lessor. In accordance with ASC-840 Leases The $1.8 million Puerto Rico television spectrum for which the Company has received the cash proceeds of $4.7 million, described in note 10, is expected to be relinquished in its present condition during the fourth quarter 2017. A summary of assets held for sale as of June 30, 2017 and December 31, 2016 is as follows (in thousands): June 30, December 31, Description 2017 2016 Land $ — $ 850 Property and equipment, net 409 527 FCC licenses (Puerto Rico television spectrum) 1,764 — Assets held for sale $ 2,173 $ 1,377 |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718), In February 2017, the FASB issued ASU 2017-05, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20), In January 2017, the FASB issued ASU 2017-04, Intangibles — Goodwill and Other (Topic 350) In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805) In October 2016, the FASB issued ASU No. 2016-16, – Income Taxes (Topic 740) In August 2016, the FASB issued ASU No. 2016-15, Statements of Cash Flows (Topic 230). In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). In January 2016, the FASB issued ASU No. 2016-01, Accounting for Financial Instruments – Recognition and Measurement. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). . |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Summary of Stock Options | Stock options have only been granted to employees or directors. Our stock options have various vesting schedules and are subject to the employees’ continuing service. A summary of the status of our stock options, as June 30, 2017 and March 31, 2017, and changes during the quarter ended June 30, 2017, is presented below (in thousands, except per share data and contractual life): Weighted Weighted Average Average Aggregate Remaining Exercise Intrinsic Contractual Shares Price Value Life (Years) Outstanding at March 31, 2017 408 $ 4.32 Granted — — Exercised — — Forfeited — — Outstanding at June 30, 2017 408 $ 4.32 $ 1,200 7.7 Exercisable at June 30, 2017 358 $ 4.50 $ 1,200 7.2 |
Summary of Stock Options Outstanding and Exercisable | The following table summarizes information about our stock options outstanding and exercisable at June 30, 2017 (in thousands, except per share data and contractual life): Outstanding Exercisable Weighted Weighted Average Weighted Average Remaining Average Vested Unvested Exercise Contractual Number Exercise Range of Exercise Prices Options Options Price Life (Years) Exercisable Price $1.03 - 2.99 45 50 $ 2.68 8.9 45 $ 2.33 $3.00 - 4.99 273 - 3.21 8.1 273 3.21 $5.00 - 9.99 20 - 7.50 2.8 20 7.50 $10.00 - 49.99 20 - 24.03 1.0 20 24.03 358 50 $ 4.32 7.7 358 $ 4.50 |
Basic and Diluted Net Income 20
Basic and Diluted Net Income (Loss) Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Reconciliation of the Shares Used in the Computation of Basic and Diluted Net Income (Loss) Per Share | The following is a reconciliation of the shares used in the computation of basic and diluted net income (loss) per share for the three- and six-month periods ended June 30, 2017 and 2016 (in thousands): Three-Months Ended Six-Months Ended June 30, June 30, 2017 2016 2017 2016 Basic weighted average shares outstanding 7,267 7,267 7,267 7,267 Effect of dilutive equity instruments — — — — Dilutive weighted average shares outstanding 7,267 7,267 7,267 7,267 Options to purchase shares of common stock and other stock-based awards outstanding which are not included in the calculation of diluted net income per share because their impact is anti-dilutive 408 399 399 409 |
Operating Segments (Tables)
Operating Segments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Summary of Operating Segments | The following summary table presents separate financial data for each of our operating segments (in thousands): Three-Months Ended Six-Months Ended June 30, June 30, 2017 2016 2017 2016 Net revenue: Radio $ 31,279 $ 31,429 $ 59,503 $ 59,954 Television 2,902 3,831 6,028 6,919 Consolidated $ 34,181 $ 35,260 $ 65,531 $ 66,873 Engineering and programming expenses: Radio $ 5,672 $ 6,112 $ 11,871 $ 12,144 Television 1,146 1,474 3,564 3,604 Consolidated $ 6,818 $ 7,586 $ 15,435 $ 15,748 Selling, general and administrative expenses: Radio $ 14,932 $ 11,327 $ 28,068 $ 24,803 Television 1,631 1,651 2,982 3,630 Consolidated $ 16,563 $ 12,978 $ 31,050 $ 28,433 Corporate expenses: $ 2,793 $ 2,549 $ 5,237 $ 5,542 Depreciation and amortization: Radio $ 460 $ 475 $ 936 $ 963 Television 559 584 1,118 1,247 Corporate 92 106 189 205 Consolidated $ 1,111 $ 1,165 $ 2,243 $ 2,415 Gain on the disposal of assets, net of disposal costs: Radio $ (12,826 ) $ — $ (12,826 ) $ (3 ) Television — — (1 ) — Corporate — — — — Consolidated $ (12,826 ) $ — $ (12,827 ) $ (3 ) Recapitalization costs: Radio $ — $ — $ — $ — Television — — — — Corporate 3,263 — 4,089 — Consolidated $ 3,263 $ — $ 4,089 $ — Other operating gains: Radio $ — $ — $ — $ — Television — — — — Corporate — (26 ) — (26 ) Consolidated $ — $ (26 ) $ — $ (26 ) Operating income (loss): Radio $ 23,041 $ 13,515 $ 31,454 $ 22,047 Television (434 ) 122 (1,635 ) (1,562 ) Corporate (6,148 ) (2,629 ) (9,515 ) (5,721 ) Consolidated $ 16,459 $ 11,008 $ 20,304 $ 14,764 Capital expenditures: Radio $ 111 $ 897 $ 313 $ 1,279 Television 44 215 67 309 Corporate 19 63 70 164 Consolidated $ 174 $ 1,175 $ 450 $ 1,752 June 30, December 31, 2017 2016 Total Assets: Radio $ 378,929 $ 391,817 Television 56,109 56,554 Corporate 2,494 2,519 Consolidated $ 437,532 $ 450,890 |
Fair Value Measurement Disclo22
Fair Value Measurement Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Estimated Fair Values of Financial Instruments | The estimated fair values of our financial instruments are as follows (in millions): June 30, 2017 December 31, 2016 Fair Value Carrying Fair Carrying Fair Description Hierarchy Amount Value Amount Value 12.5% senior secured notes (note 8) Level 2 $ 264.7 279.9 $ 275.0 275.5 10 3 4 redeemable preferred stock (note 9) Level 3 160.7 49.1 155.8 60.5 Promissory note payable Level 3 — — 4.6 4.7 |
12.5% Senior Secured Notes (Tab
12.5% Senior Secured Notes (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Notes Balance | A summary of the outstanding balance of our Notes, as of March 31, 2017 and June 30, 2017, and changes during the quarter ended June 30, 2017, is presented below (in thousands and net of unamortized discount and deferred financing costs): 12.5% senior secured notes, net, as of March 31, 2017 $ 274,624 Amortization of discount and deferred financing cost 376 Redemption of Notes (10,336) 12.5% senior secured notes, net, as of June 30, 2017 $ 264,664 |
Asset Held for Sale (Tables)
Asset Held for Sale (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Assets Of Disposal Group Including Discontinued Operation [Abstract] | |
Summary of Asset Held for Sale | A summary of assets held for sale as of June 30, 2017 and December 31, 2016 is as follows (in thousands): June 30, December 31, Description 2017 2016 Land $ — $ 850 Property and equipment, net 409 527 FCC licenses (Puerto Rico television spectrum) 1,764 — Assets held for sale $ 2,173 $ 1,377 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) - USD ($) $ in Thousands | May 08, 2017 | Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Basis Of Presentation [Line Items] | ||||
Recapitalization costs | $ 3,263 | $ 4,089 | ||
Series B Preferred Stock | ||||
Basis Of Presentation [Line Items] | ||||
Cumulative exchangeable redeemable preferred stock dividend rate | 10.75% | 10.75% | ||
12.5% Senior Secured Notes | ||||
Basis Of Presentation [Line Items] | ||||
Interest rate on Senior secured notes | 12.50% | 12.50% | ||
Senior secured notes, maturity date | Apr. 15, 2017 | |||
12.5% Senior Secured Notes | Forbearance Agreement | ||||
Basis Of Presentation [Line Items] | ||||
Debt instrument frequency of periodic payment of interest | monthly | monthly interest payments on the Notes on the 15th of each month | ||
12.5% Senior Secured Notes | Forbearance Agreement | Minimum | ||||
Basis Of Presentation [Line Items] | ||||
Percentage of notes covered under agreement | 75.00% |
Stockholders' Deficit - Additio
Stockholders' Deficit - Additional Information (Details) $ / shares in Units, $ in Thousands | Aug. 08, 2016USD ($)shares | Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)RegistrationStatements$ / sharesshares | Jun. 30, 2016USD ($) | Dec. 31, 2016$ / sharesshares | Jul. 30, 2006shares | Dec. 23, 2004$ / sharesshares | Feb. 18, 2004$ / shares |
Class Of Stock [Line Items] | |||||||||
Number of registration statements filled | RegistrationStatements | 3 | ||||||||
Unrecognized compensation costs related to nonvested | $ | $ 100 | $ 100 | |||||||
Weighted average period over which unrecognized compensation is expected to be recognized | 1 year 2 months 12 days | ||||||||
Other comprehensive income, net of taxes- unrealized gain on derivative instrument | $ | 92 | $ 51 | $ 102 | $ 96 | |||||
Maximum | |||||||||
Class Of Stock [Line Items] | |||||||||
Amounts reclassified from other comprehensive loss to interest expense | $ | $ 100 | $ 100 | $ 100 | $ 100 | |||||
Interest Rate Swap | |||||||||
Class Of Stock [Line Items] | |||||||||
Expiration date | Jan. 3, 2017 | ||||||||
2006 Omnibus Equity Compensation Plan | |||||||||
Class Of Stock [Line Items] | |||||||||
Omnibus Plan authorized shares of Class A common stock for issuance, subject to adjustment in certain circumstances | 350,000 | ||||||||
Omnibus Plan provided that the maximum aggregate number of shares of Class A common stock units, stock awards and other stock-based awards that may be granted, other than dividend equivalent | 100,000 | ||||||||
Omnibus Plan expiration date | Jul. 17, 2016 | ||||||||
Number of options granted | 0 | ||||||||
Series C convertible preferred stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Preferred stock par value per share | $ / shares | $ 0.01 | ||||||||
Preferred Stock issued to CBS Radio | 380,000 | 380,000 | 380,000 | ||||||
Common stock shares to be issued to CBS Radio | 760,000 | ||||||||
Liquidation preference per share | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Series C convertible preferred stock | CBS Radio | |||||||||
Class Of Stock [Line Items] | |||||||||
Preferred Stock issued to CBS Radio | 380,000 | ||||||||
Preferred Stock, shares issuable upon conversion | 2 | ||||||||
Series C convertible preferred stock | CBS Radio | Stock Purchase Agreement | |||||||||
Class Of Stock [Line Items] | |||||||||
Number of shares sold | 380,000 | ||||||||
Number of shares sold, value | $ | $ 3,800 | ||||||||
Series C convertible preferred stock | Stockholder Agreement | CBS Radio | |||||||||
Class Of Stock [Line Items] | |||||||||
Negotiation right open period | 10 days | ||||||||
Matching right expiration period | 1 year | ||||||||
Series B Preferred Stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Preferred stock par value per share | $ / shares | $ 0.01 | ||||||||
Liquidation preference per share | $ / shares | $ 1,000 | $ 1,000 | $ 1,000 | ||||||
Class A common stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock voting right | one vote per share | ||||||||
Class B common stock | |||||||||
Class Of Stock [Line Items] | |||||||||
Common stock voting right | ten votes per share |
Stockholders' Deficit - Summary
Stockholders' Deficit - Summary of Stock Options (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | Jun. 30, 2017USD ($)$ / sharesshares | |
Summary of stock options | ||
Shares, Outstanding, Beginning Balance | shares | 408 | |
Shares, Outstanding, Ending Balance | shares | 408 | 408 |
Shares, Exercisable at June 30, 2017 | shares | 358 | 358 |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 4.32 | |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ / shares | 4.32 | $ 4.32 |
Weighted Average Exercise Price, Exercisable at June 30, 2017 | $ / shares | $ 4.50 | $ 4.50 |
Aggregate Intrinsic Value, Outstanding | $ | $ 1,200 | $ 1,200 |
Aggregate Intrinsic Value, Exercisable at June 30, 2017 | $ | $ 1,200 | $ 1,200 |
Weighted Average Remaining Contractual Life (Years), Outstanding | 7 years 8 months 12 days | 7 years 8 months 12 days |
Weighted Average Remaining Contractual Life (Years), Exercisable at June 30, 2017 | 7 years 2 months 12 days |
Stockholders' Deficit - Summa28
Stockholders' Deficit - Summary of Stock Options Outstanding and Exercisable (Details) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | |
Stock options outstanding and exercisable | |||
Stock options outstanding, Vested Options | 358 | 358 | |
Stock options outstanding, Unvested Options | 50 | 50 | |
Stock options outstanding, Weighted Average Exercise Price | $ 4.32 | $ 4.32 | $ 4.32 |
Weighted Average Remaining Contractual Life (Years), Outstanding | 7 years 8 months 12 days | 7 years 8 months 12 days | |
Stock options, Number Exercisable | 358 | 358 | |
Stock options, Exercisable, Weighted Average Exercise Price | $ 4.50 | $ 4.50 | |
1.03 - 2.99 | |||
Stock options outstanding and exercisable | |||
Range of Exercise Price, Lower Range | 1.03 | ||
Range of Exercise Price, Upper Range | $ 2.99 | ||
Stock options outstanding, Vested Options | 45 | 45 | |
Stock options outstanding, Unvested Options | 50 | 50 | |
Stock options outstanding, Weighted Average Exercise Price | $ 2.68 | $ 2.68 | |
Weighted Average Remaining Contractual Life (Years), Outstanding | 8 years 10 months 25 days | ||
Stock options, Number Exercisable | 45 | 45 | |
Stock options, Exercisable, Weighted Average Exercise Price | $ 2.33 | $ 2.33 | |
3.00 - 4.99 | |||
Stock options outstanding and exercisable | |||
Range of Exercise Price, Lower Range | 3 | ||
Range of Exercise Price, Upper Range | $ 4.99 | ||
Stock options outstanding, Vested Options | 273 | 273 | |
Stock options outstanding, Weighted Average Exercise Price | $ 3.21 | $ 3.21 | |
Weighted Average Remaining Contractual Life (Years), Outstanding | 8 years 1 month 6 days | ||
Stock options, Number Exercisable | 273 | 273 | |
Stock options, Exercisable, Weighted Average Exercise Price | $ 3.21 | $ 3.21 | |
5.00 - 9.99 | |||
Stock options outstanding and exercisable | |||
Range of Exercise Price, Lower Range | 5 | ||
Range of Exercise Price, Upper Range | $ 9.99 | ||
Stock options outstanding, Vested Options | 20 | 20 | |
Stock options outstanding, Weighted Average Exercise Price | $ 7.50 | $ 7.50 | |
Weighted Average Remaining Contractual Life (Years), Outstanding | 2 years 9 months 18 days | ||
Stock options, Number Exercisable | 20 | 20 | |
Stock options, Exercisable, Weighted Average Exercise Price | $ 7.50 | $ 7.50 | |
10.00 - 49.99 | |||
Stock options outstanding and exercisable | |||
Range of Exercise Price, Lower Range | 10 | ||
Range of Exercise Price, Upper Range | $ 49.99 | ||
Stock options outstanding, Vested Options | 20 | 20 | |
Stock options outstanding, Weighted Average Exercise Price | $ 24.03 | $ 24.03 | |
Weighted Average Remaining Contractual Life (Years), Outstanding | 1 year | ||
Stock options, Number Exercisable | 20 | 20 | |
Stock options, Exercisable, Weighted Average Exercise Price | $ 24.03 | $ 24.03 |
Basic and Diluted Net Income 29
Basic and Diluted Net Income (Loss) Per Common Share - Reconciliation of the Shares Used in the Computation of Basic and Diluted Net Income (Loss) Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Reconciliation of the shares used in the computation of basic and diluted net income per share | ||||
Basic weighted average shares outstanding | 7,267 | 7,267 | 7,267 | 7,267 |
Dilutive weighted average shares outstanding | 7,267 | 7,267 | 7,267 | 7,267 |
Options to purchase shares of common stock and other stock-based awards outstanding which are not included in the calculation of diluted net income per share because their impact is anti-dilutive | 408 | 399 | 399 | 409 |
Operating Segments - Additional
Operating Segments - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2017Segment | |
Segment Reporting [Abstract] | |
Number of reporting segment units | 2 |
Operating Segments - Summary of
Operating Segments - Summary of Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Net revenue: | |||||
Net revenue | $ 34,181 | $ 35,260 | $ 65,531 | $ 66,873 | |
Engineering and programming expenses: | |||||
Engineering and programming expenses | 6,818 | 7,586 | 15,435 | 15,748 | |
Selling, general and administrative expenses: | |||||
Selling, general and administrative expenses | 16,563 | 12,978 | 31,050 | 28,433 | |
Corporate expenses | 2,793 | 2,549 | 5,237 | 5,542 | |
Depreciation and amortization: | |||||
Depreciation and amortization | 1,111 | 1,165 | 2,243 | 2,415 | |
Gain on the disposal of assets, net of disposal costs: | |||||
Gain on the disposal of assets, net of disposal costs | (12,826) | (12,827) | (3) | ||
Recapitalization costs: | |||||
Recapitalization costs | 3,263 | 4,089 | |||
Other operating gains: | |||||
Other operating gains | (26) | (26) | |||
Operating income (loss): | |||||
Operating income (loss) | 16,459 | 11,008 | 20,304 | 14,764 | |
Capital expenditures: | |||||
Capital expenditures | 174 | 1,175 | 450 | 1,752 | |
Assets | |||||
Total Assets | 437,532 | 437,532 | $ 450,890 | ||
Operating Segments | Radio | |||||
Net revenue: | |||||
Net revenue | 31,279 | 31,429 | 59,503 | 59,954 | |
Engineering and programming expenses: | |||||
Engineering and programming expenses | 5,672 | 6,112 | 11,871 | 12,144 | |
Selling, general and administrative expenses: | |||||
Selling, general and administrative expenses | 14,932 | 11,327 | 28,068 | 24,803 | |
Depreciation and amortization: | |||||
Depreciation and amortization | 460 | 475 | 936 | 963 | |
Gain on the disposal of assets, net of disposal costs: | |||||
Gain on the disposal of assets, net of disposal costs | (12,826) | (12,826) | (3) | ||
Operating income (loss): | |||||
Operating income (loss) | 23,041 | 13,515 | 31,454 | 22,047 | |
Capital expenditures: | |||||
Capital expenditures | 111 | 897 | 313 | 1,279 | |
Assets | |||||
Total Assets | 378,929 | 378,929 | 391,817 | ||
Operating Segments | Television | |||||
Net revenue: | |||||
Net revenue | 2,902 | 3,831 | 6,028 | 6,919 | |
Engineering and programming expenses: | |||||
Engineering and programming expenses | 1,146 | 1,474 | 3,564 | 3,604 | |
Selling, general and administrative expenses: | |||||
Selling, general and administrative expenses | 1,631 | 1,651 | 2,982 | 3,630 | |
Depreciation and amortization: | |||||
Depreciation and amortization | 559 | 584 | 1,118 | 1,247 | |
Gain on the disposal of assets, net of disposal costs: | |||||
Gain on the disposal of assets, net of disposal costs | (1) | ||||
Operating income (loss): | |||||
Operating income (loss) | (434) | 122 | (1,635) | (1,562) | |
Capital expenditures: | |||||
Capital expenditures | 44 | 215 | 67 | 309 | |
Assets | |||||
Total Assets | 56,109 | 56,109 | 56,554 | ||
Corporate, Non-Segment | |||||
Selling, general and administrative expenses: | |||||
Corporate expenses | 2,793 | 2,549 | 5,237 | 5,542 | |
Depreciation and amortization: | |||||
Depreciation and amortization | 92 | 106 | 189 | 205 | |
Recapitalization costs: | |||||
Recapitalization costs | 3,263 | 4,089 | |||
Other operating gains: | |||||
Other operating gains | (26) | (26) | |||
Operating income (loss): | |||||
Operating income (loss) | (6,148) | (2,629) | (9,515) | (5,721) | |
Capital expenditures: | |||||
Capital expenditures | 19 | $ 63 | 70 | $ 164 | |
Assets | |||||
Total Assets | $ 2,494 | $ 2,494 | $ 2,519 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal income tax rate | 35.00% | |
Gain on sale of property, incremental tax expense | $ 0 | |
Income tax examination, liability related to franchise tax accrued and expected to be paid | 1,000,000 | |
Significant of uncertain tax positions requiring recognition | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2017 | |
Commitments And Contingencies [Line Items] | ||
Income tax examination, liability related to franchise tax accrued and expected to be paid | $ 1,000,000 | |
Gutierrez-Ortiz Lawsuit | ||
Commitments And Contingencies [Line Items] | ||
Estimated indemnity value | $ 3,500,000 | |
State Tax Assessment | ||
Commitments And Contingencies [Line Items] | ||
Tax assessment period, beginning date | Dec. 31, 2010 | |
Tax assessment period, ending year | 2,013 | |
Local Tax Assessment | ||
Commitments And Contingencies [Line Items] | ||
Tax assessment period, beginning date | Jun. 1, 2005 | |
Tax assessment period, ending date | May 31, 2015 | |
Proposed underpaid tax, applicable interest and penalties amount | $ 1,439,452 | |
Local tax assessment, estimated probable loss | $ 391,000 |
Fair Value Measurement Disclo34
Fair Value Measurement Disclosures - Estimated Fair Values of Financial Instruments (Details) - USD ($) $ in Millions | Jun. 30, 2017 | Dec. 31, 2016 |
Carrying Amount | Significant other observable inputs (Level 2) | 12.5% Senior Secured Notes | ||
Estimated fair values of financial instruments | ||
12.5% senior secured notes | $ 264.7 | $ 275 |
Carrying Amount | Significant unobservable inputs (Level 3) | ||
Estimated fair values of financial instruments | ||
Promissory note payable | 4.6 | |
Carrying Amount | Series B Preferred Stock | Significant unobservable inputs (Level 3) | ||
Estimated fair values of financial instruments | ||
10 3/4% Series B cumulative exchangeable redeemable preferred stock | 160.7 | 155.8 |
Fair Value | Significant other observable inputs (Level 2) | 12.5% Senior Secured Notes | ||
Estimated fair values of financial instruments | ||
12.5% senior secured notes | 279.9 | 275.5 |
Fair Value | Significant unobservable inputs (Level 3) | ||
Estimated fair values of financial instruments | ||
Promissory note payable | 4.7 | |
Fair Value | Series B Preferred Stock | Significant unobservable inputs (Level 3) | ||
Estimated fair values of financial instruments | ||
10 3/4% Series B cumulative exchangeable redeemable preferred stock | $ 49.1 | $ 60.5 |
12.5% Senior Secured Notes - Ad
12.5% Senior Secured Notes - Additional Information (Details) - 12.5% Senior Secured Notes - USD ($) | Jun. 09, 2017 | May 08, 2017 | Jun. 30, 2017 | Jun. 30, 2017 | Jun. 30, 2017 | Feb. 07, 2012 |
Debt Instrument [Line Items] | ||||||
Notes issued principal amount | $ 275,000,000 | |||||
Issue price percentage of principal amount | 97.00% | |||||
Senior secured notes, maturity date | Apr. 15, 2017 | |||||
Debt instrument, event of default description | On April 17, 2017 (being the payment date following the Saturday, April 15, 2017 maturity date), as a result the Company was in default of the covenant to repay the Notes at their maturity (which constitutes an event of default under the Indenture). See Note 1 elsewhere in these notes to the financial statements for additional detail regarding our recapitalization efforts and our failure to repay the Notes at maturity. | |||||
Pay down of senior secured notes | $ 10,300,000 | $ 10,336,000 | $ 10,336,000 | |||
Interest rate on Senior secured notes | 12.50% | 12.50% | 12.50% | |||
Additional interest rate | 2.00% | |||||
Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Secured leverage ratio | 4.75% | |||||
Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Secured leverage ratio | 4.75% | |||||
Forbearance Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Frequency of interest payment | monthly | monthly interest payments on the Notes on the 15th of each month | ||||
Debt instrument, periodic payment, interest | $ 2,864,583 | |||||
Debt instrument payment period | As part of the Forbearance Agreement, the Company agreed to make monthly (as opposed to semiannual) interest payments of $2,864,583 on the Notes for the 30 day periods ending on May 15, 2017 and June 15, 2017. | |||||
Percentage of principal amount agreed to pay as consent fee | 0.35% | |||||
Notes outstanding | $ 275,000,000 | |||||
Agreement effective date | May 17, 2017 | |||||
Forbearance Agreement | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Percentage of outstanding senior notes holders agreed to forbear from exercising rights | 75.00% |
12.5% Senior Secured Notes - Su
12.5% Senior Secured Notes - Summary of Outstanding Notes Balance (Details) - USD ($) $ in Thousands | Jun. 09, 2017 | Jun. 30, 2017 | Jun. 30, 2017 |
Debt Instrument [Line Items] | |||
12.5% senior secured notes, net, as of March 31, 2017 | $ 273,233 | ||
12.5% senior secured notes, net, as of June 30, 2017 | $ 264,664 | 264,664 | |
12.5% Senior Secured Notes | |||
Debt Instrument [Line Items] | |||
12.5% senior secured notes, net, as of March 31, 2017 | 274,624 | ||
Amortization of discount and deferred financing cost | 376 | ||
Redemption of Notes | $ (10,300) | (10,336) | (10,336) |
12.5% senior secured notes, net, as of June 30, 2017 | $ 264,664 | $ 264,664 |
10 3_4% Series B Cumulative E37
10 3/4% Series B Cumulative Exchangeable Redeemable Preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 15, 2013 | Oct. 15, 2011 | Oct. 15, 2010 | Oct. 15, 2009 | Apr. 05, 2004 | Oct. 30, 2003 | Jun. 30, 2017 | Dec. 31, 2016 | Oct. 30, 2008 | Feb. 18, 2004 |
Series A Preferred Stock | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Preferred stock par value per share | $ 0.01 | |||||||||
Liquidation preference per share | $ 1,000 | |||||||||
Gross proceeds from the issuance of Series A preferred Stock | $ 75,000 | |||||||||
Series A Preferred Stock | Private Placement | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Preferred stock, shares issued | 75,000 | |||||||||
Series B Preferred Stock | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Preferred stock, shares issued | 90,549 | 90,549 | ||||||||
Preferred stock par value per share | $ 0.01 | |||||||||
Liquidation preference per share | $ 1,000 | $ 1,000 | ||||||||
Shares of Series B preferred stock exchanged for Series A preferred stock | 76,702 | |||||||||
Purchase price percentage as of aggregate liquidation preference | 101.00% | |||||||||
Rate of redemption of Preferred stock for cash | 100.00% | 101.792% | 103.583% | |||||||
Rate of redemption of Preferred stock at purchase price | 100.00% | |||||||||
Dividends on the Series B preferred stock | 10.75% | 10.75% | ||||||||
Increase in carrying value of preferred stock | $ 17,300 | |||||||||
Stock requested to be repurchased | 92,223 | |||||||||
Purchase price of stock requested to be repurchased | $ 126,900 | |||||||||
Stock repurchased | 1,800 | |||||||||
Purchase price of stock repurchased | $ 2,500 | |||||||||
Offer price in cash as percentage of liquidation preference | 101.00% | |||||||||
Aggregate cumulative unpaid dividends on outstanding shares | $ 70,165 | $ 65,299 |
Asset Exchange - Additional Inf
Asset Exchange - Additional Information (Details) - USD ($) $ in Thousands | Jul. 21, 2017 | Jan. 04, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Asset Exchange [Line Items] | ||||
Fair value of assets received in asset exchange | $ 2,794 | |||
Additional cash payments | $ 1,897 | |||
FCC Broadcast Incentive Auction | ||||
Asset Exchange [Line Items] | ||||
Period for relinquish of spectrum | 90 days | |||
FCC Broadcast Incentive Auction | Subsequent Event | ||||
Asset Exchange [Line Items] | ||||
Cash proceeds from sale of spectrum | $ 4,700 | |||
Assets held for exchange | International Broadcasting Corp | ||||
Asset Exchange [Line Items] | ||||
Fair value of assets received in asset exchange | $ 2,900 | |||
Additional cash payments | 1,900 | |||
Assets held for exchange | International Broadcasting Corp | FCC Broadcasting License | ||||
Asset Exchange [Line Items] | ||||
Fair value difference of assets exchanged | $ 1,800 |
Asset Held for Sale - Additiona
Asset Held for Sale - Additional Information (Details) $ in Thousands | Jul. 21, 2017USD ($) | Jun. 09, 2017USD ($) | Dec. 31, 2016USD ($)Building | Jun. 30, 2017USD ($) |
Long Lived Assets Held For Sale [Line Items] | ||||
Land, building and improvements, net book value | $ 1,377 | $ 2,173 | ||
Disposal group including discontinued operation, television spectrum | 1,764 | |||
Assets held for sale | ||||
Long Lived Assets Held For Sale [Line Items] | ||||
Number of properties held for sale | Building | 2 | |||
Land, building and improvements, net book value | $ 1,400 | |||
Lease unconditionally exit notice to lessor | 30 days | |||
Purchase price under agreement | $ 14,700 | |||
Recognized gain, net of closing costs | 12,800 | |||
Recognized gain on financial reporting | 12,800 | |||
Disposal group including discontinued operation, television spectrum | $ 1,800 | |||
Assets held for sale | Subsequent Event | ||||
Long Lived Assets Held For Sale [Line Items] | ||||
Cash proceeds from sale of spectrum | $ 4,700 | |||
Assets held for sale | Los Angeles Facilities | ||||
Long Lived Assets Held For Sale [Line Items] | ||||
Sale of land at carrying value | 900 | |||
Sale of property and equipment at carrying value | 100 | |||
Net proceeds from sale of business | $ 10,300 | |||
Assets held for sale | Los Angeles Facilities | Maximum | ||||
Long Lived Assets Held For Sale [Line Items] | ||||
Lease agreement extended period | 12 months |
Asset Held for Sale - Summary o
Asset Held for Sale - Summary of Assets Held for Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Discontinued Operations And Disposal Groups [Abstract] | ||
Land | $ 850 | |
Property and equipment, net | $ 409 | 527 |
FCC licenses (Puerto Rico television spectrum) | 1,764 | |
Assets held for sale | $ 2,173 | $ 1,377 |