Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 06, 2017 | |
Entity Registrant Name | SPANISH BROADCASTING SYSTEM INC | |
Entity Central Index Key | 927,720 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
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 | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 11,843 | $ 23,835 |
Receivables: | ||
Trade | 29,758 | 32,952 |
Barter | 310 | 270 |
Total Receivables | 30,068 | 33,222 |
Less allowance for doubtful accounts | 1,149 | 745 |
Net receivables | 28,919 | 32,477 |
Prepaid expenses and other current assets | 8,420 | 6,597 |
Total current assets | 49,182 | 62,909 |
Property and equipment, net of accumulated depreciation of $64,718 in 2017 and $61,735 in 2016 | 24,018 | 26,406 |
FCC broadcasting licenses | 322,197 | 323,961 |
Goodwill | 32,806 | 32,806 |
Other intangible assets, net of accumulated amortization of $1,188 in 2017 and $1,116 in 2016 | 1,360 | 1,432 |
Assets held for sale | 2,173 | 1,377 |
Deferred tax assets | 2,005 | 1,615 |
Other assets | 713 | 384 |
Total assets | 434,454 | 450,890 |
Current liabilities: | ||
Accounts payable and accrued expenses | 15,300 | 12,733 |
Accrued interest | 1,797 | 7,290 |
Unearned revenue | 900 | 1,325 |
Other liabilities | 5,502 | 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 7). | 260,274 | 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 September 30, 2017 and December 31, 2016 and $72,599 and $65,299 of dividends payable as of September 30, 2017 and December 31, 2016, respectively. | 163,148 | 155,848 |
Total current liabilities | 446,932 | 455,049 |
Other liabilities, less current portion | 3,300 | 2,955 |
Derivative instruments | 17 | |
Deferred income taxes | 113,458 | 106,986 |
Total liabilities | 563,690 | 565,007 |
Commitments and contingencies (note 5) | ||
Stockholders’ deficit: | ||
Additional paid-in capital | 526,135 | 525,999 |
Accumulated other comprehensive loss, net | (102) | |
Accumulated deficit | (655,375) | (640,018) |
Total stockholders’ deficit | (129,236) | (114,117) |
Total liabilities and stockholders’ deficit | 434,454 | 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 September 30, 2017 and December 31, 2016, respectively | $ 4 | $ 4 |
Unaudited Condensed Consolidat3
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Property and equipment, accumulated depreciation | $ 64,718 | $ 61,735 |
Other intangible assets, accumulated amortization | $ 1,188 | 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 | $ 72,599 | $ 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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Net revenue | $ 32,791 | $ 35,635 | $ 98,322 | $ 102,508 |
Operating expenses: | ||||
Engineering and programming | 7,361 | 7,836 | 22,796 | 23,584 |
Selling, general and administrative | 14,941 | 14,211 | 45,991 | 42,644 |
Corporate expenses | 2,534 | 2,505 | 7,771 | 8,047 |
Depreciation and amortization | 1,087 | 1,133 | 3,330 | 3,548 |
Total operating expenses | 25,923 | 25,685 | 79,888 | 77,823 |
Gain on the disposal of assets, net of disposal costs | (12,827) | (3) | ||
Recapitalization costs | 1,085 | 5,174 | ||
Other operating gains | (26) | |||
Operating income | 5,783 | 9,950 | 26,087 | 24,714 |
Other expense: | ||||
Interest expense, net | (8,384) | (10,020) | (27,699) | (30,109) |
Dividends on Series B preferred stock classified as interest expense | (2,434) | (2,433) | (7,300) | (7,300) |
Loss before income taxes | (5,035) | (2,503) | (8,912) | (12,695) |
Income tax expense | 2,051 | 2,259 | 6,445 | 7,162 |
Net loss | $ (7,086) | $ (4,762) | $ (15,357) | $ (19,857) |
Basic and Diluted net loss per common share | $ (0.98) | $ (0.66) | $ (2.11) | $ (2.73) |
Weighted average common shares outstanding: | ||||
Basic and Diluted | 7,267 | 7,267 | 7,267 | 7,267 |
Net loss | $ (7,086) | $ (4,762) | $ (15,357) | $ (19,857) |
Other comprehensive income, net of taxes | 54 | 102 | 150 | |
Total comprehensive loss | $ (7,086) | $ (4,708) | $ (15,255) | $ (19,707) |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Statement of Changes in Stockholders' Deficit - 9 months ended Sep. 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 | (15,357) | (15,357) | |||||
Stock-based compensation | 136 | 136 | |||||
Unrealized gain on derivative instrument | 102 | $ 102 | |||||
Ending Balance at Sep. 30, 2017 | $ (129,236) | $ 4 | $ 526,135 | $ (655,375) | |||
Ending Balance, Shares at Sep. 30, 2017 | 380,000 | 4,166,991 | 2,340,353 |
Unaudited Condensed Consolidat6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (15,357) | $ (19,857) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Dividends on Series B preferred stock classified as interest expense | 7,300 | 7,300 |
Gain on the disposal of assets | (12,827) | (3) |
Other operating gains | (26) | |
Stock-based compensation | 136 | 559 |
Depreciation and amortization | 3,330 | 3,548 |
Net barter loss (income) | 26 | (45) |
Provision for trade doubtful accounts | 466 | (185) |
Amortization of deferred financing costs | 1,138 | 2,546 |
Amortization of original issued discount | 629 | 1,460 |
Deferred income taxes | 6,195 | 6,625 |
Unearned revenue-barter | (492) | 223 |
Changes in operating assets and liabilities: | ||
Trade receivables | 2,995 | 4,854 |
Prepaid expenses and other current assets | (1,685) | (1,302) |
Other assets | (329) | 104 |
Accounts payable and accrued expenses | 2,508 | (2,225) |
Accrued interest | (5,493) | 8,689 |
Other liabilities | 341 | (28) |
Net cash (used in) provided by operating activities | (11,119) | 12,237 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (905) | (2,130) |
Advance of spectrum sale proceeds | 5,502 | |
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 | 18,458 | (4,027) |
Cash flows from financing activities: | ||
Payments of other debt | (4,605) | (230) |
Net cash used in financing activities | (19,331) | (230) |
Net (decrease) increase in cash and cash equivalents | (11,992) | 7,980 |
Cash and cash equivalents at beginning of period | 23,835 | 19,443 |
Cash and cash equivalents at end of period | 11,843 | 27,423 |
Supplemental cash flows information: | ||
Interest paid | 31,434 | 17,424 |
Income tax paid | 28 | 168 |
Noncash investing and financing activities: | ||
Nonmonetary asset exchange | 2,794 | |
Unrealized gain on derivative instrument | 102 | $ 150 |
12.5% Senior Secured Notes | ||
Cash flows from financing activities: | ||
Paydown of 12.5% senior secured notes | $ (14,726) |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 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 September 30, 2017 and December 31, 2016 and for the three- and nine-month periods ended September 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 September 30, 2017 through the financial statements issuance date. The results of operations for the nine-months ended September 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 September 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. In addition, the Company has experienced negative cash flows from operating activities of $11.1 million for the nine-month period ended September 30, 2017 and is currently involved in litigation with the holders of the Series B preferred stock. See Note 5 elsewhere in these Notes to the Unaudited Condensed Consolidated Financial Statements for additional detail regarding the Series B Preferred Holder Litigation. As further discussed below, both of these recent developments could adversely affect our ability to continue as a going concern. As discussed in Note 7, 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 10, 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 7, 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 $1.1 and $5.2 million, respectively for the three and nine-months ended September 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. As a result of generating negative cash flows from operations for the nine-month period ended September 30, 2017, management has evaluated its cash requirements for next twelve-month period after the date of the filing of this quarterly report on Form 10-Q and determined that it anticipates generating sufficient cash flows, together with cash on hand, to meet its obligations through the ordinary course operating activities. 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. Although the Company expects to maintain cash on hand sufficient to meet its operating obligations, its 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, obtain a favorable resolution to the Series B Preferred Holder Litigation, 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 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). |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Common Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Common Share | 2. Basic and Diluted Net Loss Per Common Share Basic net loss per common share was computed by dividing net 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 loss per share for the three- and nine-month periods ended September 30, 2017 and 2016 (in thousands): Three-Months Ended Nine-Months Ended September 30, September 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 394 399 394 409 |
Operating Segments
Operating Segments | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Operating Segments | 3. 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 Nine-Months Ended September 30, September 30, 2017 2016 2017 2016 Net revenue: Radio $ 29,310 $ 32,055 $ 88,813 $ 92,009 Television 3,481 3,580 9,509 10,499 Consolidated $ 32,791 $ 35,635 $ 98,322 $ 102,508 Engineering and programming expenses: Radio $ 5,496 $ 5,853 $ 17,367 $ 17,997 Television 1,865 1,983 5,429 5,587 Consolidated $ 7,361 $ 7,836 $ 22,796 $ 23,584 Selling, general and administrative expenses: Radio $ 13,511 $ 12,712 $ 41,579 $ 37,515 Television 1,430 1,499 4,412 5,129 Consolidated $ 14,941 $ 14,211 $ 45,991 $ 42,644 Corporate expenses: $ 2,534 $ 2,505 $ 7,771 $ 8,047 Depreciation and amortization: Radio $ 453 $ 457 $ 1,389 $ 1,420 Television 557 568 1,675 1,815 Corporate 77 108 266 313 Consolidated $ 1,087 $ 1,133 $ 3,330 $ 3,548 Gain on the disposal of assets, net of disposal costs: Radio $ — $ — $ (12,826 ) $ (3 ) Television — — (1 ) — Corporate — — — — Consolidated $ — $ — $ (12,827 ) $ (3 ) Recapitalization costs: Radio $ — $ — $ — $ — Television — — — — Corporate 1,085 — 5,174 — Consolidated $ 1,085 $ — $ 5,174 $ — Other operating gains: Radio $ — $ — $ — $ — Television — — — — Corporate — — — (26 ) Consolidated $ — $ — $ — $ (26 ) Operating income (loss): Radio $ 9,850 $ 13,033 $ 41,304 $ 35,080 Television (371 ) (470 ) (2,006 ) (2,032 ) Corporate (3,696 ) (2,613 ) (13,211 ) (8,334 ) Consolidated $ 5,783 $ 9,950 $ 26,087 $ 24,714 Capital expenditures: Radio $ 345 $ 92 $ 658 $ 1,371 Television 62 204 129 513 Corporate 48 82 118 246 Consolidated $ 455 $ 378 $ 905 $ 2,130 September 30, December 31, 2017 2016 Total Assets: Radio $ 376,373 $ 391,817 Television 55,272 56,554 Corporate 2,809 2,519 Consolidated $ 434,454 $ 450,890 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 4. 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 Q3 2017, management has not changed its valuation allowance position as of September 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 2013 through 2016. Based on our evaluation, we have concluded that there are no significant uncertain tax positions requiring recognition in our consolidated financial statements as of September 30, 2017 and December 31, 2016. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 5. 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. Series B Preferred Holder Litigation On November 2, 2017, Cedarview Opportunities Master Fund, L.P, Cetus Capital III, L.P., Corrib Capital Management, L.P., Littlejohn Opportunities Master Fund L.P., Ravensource Fund, Stonehill Institutional Partners, L.P., Stonehill Master Fund Ltd., Stornoway Recovery Fund L.P., VSS Fund L.P., West Face Long Term Opportunities Global Master L.P., and Wolverine Flagship Fund Trading Limited, filed a claim against us in the Delaware Court of Chancery. The lawsuit alleges counts for breach of contract, breach of the implied covenant of good faith and fair dealing and specific performance. Specifically, it alleges that the forbearance agreement we entered into with certain Noteholders (which agreement expired on May 31, 2017) and certain payments pursuant thereto were barred by the Certificate of Designations governing the Series B Preferred Stock (because, among other things, the forbearance agreement allegedly constituted a “de facto” extension or restricting of the Senior Notes) due to the existence of a “Voting Rights Triggering Event,” as defined therein. The complaint requests relief including, among other things, an order interpreting and enforcing the Certificate of Designations, preventing us from making any additional payments on the Notes and requiring us to redeem the Series B Preferred Stock at face value plus accrued dividends (or approximately $163.1 million as of September 30, 2017), as well as unspecified money damages. We believe these claims are without merit, and we intend to defend ourselves vigorously. Although management believes these claims are without merit, given the uncertainty of litigation and the preliminary stage of this case, as of the date of this Quarterly Report on Form 10-Q we cannot reasonably project the ultimate outcome of this litigation nor can any possible loss or range of loss be reasonably estimated, at this time. Hurricanes Harvey, Irma and Maria In August and September 2017, Hurricanes Harvey, Irma and Maria caused widespread damage and disruption in our Houston, Miami and Puerto Rico markets. Currently, the operations in Miami and Houston are fully operational. In Puerto Rico, our San Juan area radio stations, which are the most significant part of our business operations on the island, are operational and the remaining areas of our local operations continue to improve every day. We are working to assess the full extent of the damage in these markets and are still estimating the impact to our properties and operations. At this time, the total amount of any potential loss cannot be reasonably estimated. We anticipate that insurance proceeds will be received to cover a portion of the losses to our operations, however, at this time, no assurances can be given as to the timing and amount of insurance proceeds we may ultimately recover. Telephone Consumer Protection Act Class Action Complaint On August 24, 2017, Adam Bugbee filed a putative class action against us in the United States District Court, for the Northern District of Illinois, alleging violations of the Telephone Consumer Protection Act (the “TCPA”) and related regulations, particularly the National Do-Not-Call provisions. The complaint asserts a violation of the TCPA for allegedly sending unsolicited automated telemarketing messages to the cellular telephones of the plaintiff and others, thereby invading their privacy. The complaint seeks class certification and statutory damages. In addition, the plaintiff seeks injunctive relief prohibiting the challenged conduct in the future. Given the preliminary stage of this litigation we cannot reasonably estimate the range of loss that may result from this action. Nevertheless, based on a preliminary assessment it is not probable that the outcome of the litigation will result in a material loss or liability to us. State Tax Assessment The company is periodically subject to state tax audits. Currently, the company is under audit by a State tax authority, 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. The Pretrial Conference was held on August 14, 2017 and a hearing to mark the evidence was scheduled for October 13 th |
Fair Value Measurement Disclosu
Fair Value Measurement Disclosures | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement Disclosures | 6. 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 estimated fair values of our financial instruments are as follows (in millions): September 30, 2017 December 31, 2016 Fair Value Carrying Fair Carrying Fair Description Hierarchy Amount Value Amount Value 12.5% senior secured notes (note 7) Level 2 $ 260.3 275.1 $ 275.0 275.5 10 3 4 redeemable preferred stock (note 8) Level 3 163.1 46.6 155.8 60.5 Promissory note payable Level 3 — — 4.6 4.7 |
12.5% Senior Secured Notes
12.5% Senior Secured Notes | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
12.5% Senior Secured Notes | 7. 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 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 monthly interest payments on the Notes on the 15 th As further described in Note 10, 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. As further described in Notes 9 and 10, on July 21, 2017, the Company received cash proceeds for the sale of television spectrum and used the net proceeds to pay down a portion of the outstanding indebtedness on our Notes. On August 23, 2017, net proceeds of $4.4 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 September 25, 2017. A summary of the outstanding balance of our Notes, as of December 31, 2016 and September 30, 2017, and changes through the quarter ended September 30, 2017, is presented below (in thousands and net of unamortized discount and deferred financing costs): 12.5% senior secured notes, net, as of December 31, 2016 $ 273,233 Amortization of discount and deferred financing cost 1,767 Redemption of Notes (June 9, 2017) (10,336) Redemption of Notes (August 23, 2017) (4,390) 12.5% senior secured notes, net, as of September 30, 2017 $ 260,274 Interest The Notes accrue interest at a rate of 12.5% per year. Since April 17, 2017, interest has been payable 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 31, or (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 most recent 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 8 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 | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
10 3/4% Series B Cumulative Exchangeable Redeemable Preferred Stock | 8. 10 3 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 and 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 remained on the board until their resignation on August 17, 2017. The holders of the Series B Preferred Stock have the right to elect two new directors to the Board of Directors to fill the seats vacated by Messrs. Miller and Stone for their unexpired terms at a special meeting of the holders of the Series B preferred stock. As of the date of the filing of this Quarterly Report on Form 10-Q, the holders of the Series B preferred stock have not elected any new directors to fill the vacated seats. The two vacancies on the Board of Directors will remain unfilled until such time as the holders of the Series B preferred stock appoint two new directors. 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 preferre On November 2, 2017, the holders of the Series B Preferred Stock filed a complaint against us alleging, among other things, breach of contract, breach of the implied covenant of good faith and fair dealing and specific performance. The complaint requests, among other things, to prevent us from making additional payments on the Notes and that we redeem the Series B Preferred Stock at face value plus accrued dividends, which is approximately $163.1 million as of September 30, 2017. For additional detail regarding the Series B Preferred Holder Litigation, see Note 5, Commitments and Contingencies, elsewhere in these Notes to the Unaudited Condensed Consolidated Financial Statements. 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 September 30, 2017, the aggregate cumulative unpaid dividends on the outstanding shares of the Series B preferred stock was approximately $72.6 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 | 9 Months Ended |
Sep. 30, 2017 | |
Asset Exchange [Abstract] | |
Asset Exchange | 9. 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 |
Assets Held for Sale
Assets Held for Sale | 9 Months Ended |
Sep. 30, 2017 | |
Assets Of Disposal Group Including Discontinued Operation [Abstract] | |
Assets Held for Sale | 10. Assets 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. The purchase price under the agreement was $14.7 million from which the Company recognized a gain of $12.8 million, net of closing costs. Additionally, the sale of the Los Angeles facilities resulted in net proceeds of $10.3 million to the Company, as defined by the Indenture governing our outstanding Notes, which is calculated differently than the recognized gain of $12.8 million for financial reporting purposes. The $1.8 million Puerto Rico television spectrum for which the Company has received the cash proceeds of $4.7 million, described in Note 9, is expected to be relinquished in its present condition during the fourth quarter 2017. Additionally, the sale of the television spectrum resulted in net proceeds of $4.4 million to the Company, as defined by the Indenture governing our outstanding Notes, which is calculated differently than the recognized gain that will be calculated once the television spectrum is relinquished. On October 31, 2017, subsequent to September 30, 2017, the due diligence period provided for in an agreement entered into by the Company, on September 12, 2017, to sell its New York facilities with a carrying value of $0.4 million expired. The purchase price under the agreement is $14.0 million, exclusive of closing costs, and is scheduled to close no later than June 30, 2018. The Company will repay a portion of the outstanding Notes with the resulting net proceeds, as defined by the Indenture governing our outstanding Notes. The net proceeds are calculated differently than the gain that will be recognized for financial reporting purposes at the time of closing. As related to the Los Angeles, Puerto Rico and New York asset sales, and in order to arrive at net proceeds as defined by the Indenture, the Company is permitted to hold back certain amounts related to taxes, relocation expenses and capital expenditures that are expected to become payable in the future. The net proceeds are used to repay a portion of the outstanding indebtedness on our Notes. A summary of assets held for sale as of September 30, 2017 and December 31, 2016 is as follows (in thousands): September 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) | 9 Months Ended |
Sep. 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 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). |
Basic and Diluted Net Loss Pe18
Basic and Diluted Net Loss Per Common Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Reconciliation of the Shares Used in the Computation of Basic and Diluted Net Loss Per Share | The following is a reconciliation of the shares used in the computation of basic and diluted net loss per share for the three- and nine-month periods ended September 30, 2017 and 2016 (in thousands): Three-Months Ended Nine-Months Ended September 30, September 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 394 399 394 409 |
Operating Segments (Tables)
Operating Segments (Tables) | 9 Months Ended |
Sep. 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 Nine-Months Ended September 30, September 30, 2017 2016 2017 2016 Net revenue: Radio $ 29,310 $ 32,055 $ 88,813 $ 92,009 Television 3,481 3,580 9,509 10,499 Consolidated $ 32,791 $ 35,635 $ 98,322 $ 102,508 Engineering and programming expenses: Radio $ 5,496 $ 5,853 $ 17,367 $ 17,997 Television 1,865 1,983 5,429 5,587 Consolidated $ 7,361 $ 7,836 $ 22,796 $ 23,584 Selling, general and administrative expenses: Radio $ 13,511 $ 12,712 $ 41,579 $ 37,515 Television 1,430 1,499 4,412 5,129 Consolidated $ 14,941 $ 14,211 $ 45,991 $ 42,644 Corporate expenses: $ 2,534 $ 2,505 $ 7,771 $ 8,047 Depreciation and amortization: Radio $ 453 $ 457 $ 1,389 $ 1,420 Television 557 568 1,675 1,815 Corporate 77 108 266 313 Consolidated $ 1,087 $ 1,133 $ 3,330 $ 3,548 Gain on the disposal of assets, net of disposal costs: Radio $ — $ — $ (12,826 ) $ (3 ) Television — — (1 ) — Corporate — — — — Consolidated $ — $ — $ (12,827 ) $ (3 ) Recapitalization costs: Radio $ — $ — $ — $ — Television — — — — Corporate 1,085 — 5,174 — Consolidated $ 1,085 $ — $ 5,174 $ — Other operating gains: Radio $ — $ — $ — $ — Television — — — — Corporate — — — (26 ) Consolidated $ — $ — $ — $ (26 ) Operating income (loss): Radio $ 9,850 $ 13,033 $ 41,304 $ 35,080 Television (371 ) (470 ) (2,006 ) (2,032 ) Corporate (3,696 ) (2,613 ) (13,211 ) (8,334 ) Consolidated $ 5,783 $ 9,950 $ 26,087 $ 24,714 Capital expenditures: Radio $ 345 $ 92 $ 658 $ 1,371 Television 62 204 129 513 Corporate 48 82 118 246 Consolidated $ 455 $ 378 $ 905 $ 2,130 September 30, December 31, 2017 2016 Total Assets: Radio $ 376,373 $ 391,817 Television 55,272 56,554 Corporate 2,809 2,519 Consolidated $ 434,454 $ 450,890 |
Fair Value Measurement Disclo20
Fair Value Measurement Disclosures (Tables) | 9 Months Ended |
Sep. 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): September 30, 2017 December 31, 2016 Fair Value Carrying Fair Carrying Fair Description Hierarchy Amount Value Amount Value 12.5% senior secured notes (note 7) Level 2 $ 260.3 275.1 $ 275.0 275.5 10 3 4 redeemable preferred stock (note 8) Level 3 163.1 46.6 155.8 60.5 Promissory note payable Level 3 — — 4.6 4.7 |
12.5% Senior Secured Notes (Tab
12.5% Senior Secured Notes (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Notes Balance | A summary of the outstanding balance of our Notes, as of December 31, 2016 and September 30, 2017, and changes through the quarter ended September 30, 2017, is presented below (in thousands and net of unamortized discount and deferred financing costs): 12.5% senior secured notes, net, as of December 31, 2016 $ 273,233 Amortization of discount and deferred financing cost 1,767 Redemption of Notes (June 9, 2017) (10,336) Redemption of Notes (August 23, 2017) (4,390) 12.5% senior secured notes, net, as of September 30, 2017 $ 260,274 |
Assets Held for Sale (Tables)
Assets Held for Sale (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Assets Of Disposal Group Including Discontinued Operation [Abstract] | |
Summary of Assets Held for Sale | A summary of assets held for sale as of September 30, 2017 and December 31, 2016 is as follows (in thousands): September 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 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Basis Of Presentation [Line Items] | |||||
Cash flows from operating activities | $ (11,119) | $ 12,237 | |||
Recapitalization costs | $ 1,085 | $ 5,174 | |||
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% |
Basic and Diluted Net Loss Pe24
Basic and Diluted Net Loss Per Common Share - Reconciliation of the Shares Used in the Computation of Basic and Diluted Net Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 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 | 394 | 399 | 394 | 409 |
Operating Segments - Additional
Operating Segments - Additional Information (Details) | 9 Months Ended |
Sep. 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 | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Net revenue: | |||||
Net revenue | $ 32,791 | $ 35,635 | $ 98,322 | $ 102,508 | |
Engineering and programming expenses: | |||||
Engineering and programming expenses | 7,361 | 7,836 | 22,796 | 23,584 | |
Selling, general and administrative expenses: | |||||
Selling, general and administrative expenses | 14,941 | 14,211 | 45,991 | 42,644 | |
Corporate expenses | 2,534 | 2,505 | 7,771 | 8,047 | |
Depreciation and amortization: | |||||
Depreciation and amortization | 1,087 | 1,133 | 3,330 | 3,548 | |
Gain on the disposal of assets, net of disposal costs: | |||||
Gain on the disposal of assets, net of disposal costs | (12,827) | (3) | |||
Recapitalization costs: | |||||
Recapitalization costs | 1,085 | 5,174 | |||
Other operating gains: | |||||
Other operating gains | (26) | ||||
Operating income (loss): | |||||
Operating income (loss) | 5,783 | 9,950 | 26,087 | 24,714 | |
Capital expenditures: | |||||
Capital expenditures | 455 | 378 | 905 | 2,130 | |
Assets | |||||
Total Assets | 434,454 | 434,454 | $ 450,890 | ||
Operating Segments | Radio | |||||
Net revenue: | |||||
Net revenue | 29,310 | 32,055 | 88,813 | 92,009 | |
Engineering and programming expenses: | |||||
Engineering and programming expenses | 5,496 | 5,853 | 17,367 | 17,997 | |
Selling, general and administrative expenses: | |||||
Selling, general and administrative expenses | 13,511 | 12,712 | 41,579 | 37,515 | |
Depreciation and amortization: | |||||
Depreciation and amortization | 453 | 457 | 1,389 | 1,420 | |
Gain on the disposal of assets, net of disposal costs: | |||||
Gain on the disposal of assets, net of disposal costs | (12,826) | (3) | |||
Operating income (loss): | |||||
Operating income (loss) | 9,850 | 13,033 | 41,304 | 35,080 | |
Capital expenditures: | |||||
Capital expenditures | 345 | 92 | 658 | 1,371 | |
Assets | |||||
Total Assets | 376,373 | 376,373 | 391,817 | ||
Operating Segments | Television | |||||
Net revenue: | |||||
Net revenue | 3,481 | 3,580 | 9,509 | 10,499 | |
Engineering and programming expenses: | |||||
Engineering and programming expenses | 1,865 | 1,983 | 5,429 | 5,587 | |
Selling, general and administrative expenses: | |||||
Selling, general and administrative expenses | 1,430 | 1,499 | 4,412 | 5,129 | |
Depreciation and amortization: | |||||
Depreciation and amortization | 557 | 568 | 1,675 | 1,815 | |
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) | (371) | (470) | (2,006) | (2,032) | |
Capital expenditures: | |||||
Capital expenditures | 62 | 204 | 129 | 513 | |
Assets | |||||
Total Assets | 55,272 | 55,272 | 56,554 | ||
Corporate, Non-Segment | |||||
Selling, general and administrative expenses: | |||||
Corporate expenses | 2,534 | 2,505 | 7,771 | 8,047 | |
Depreciation and amortization: | |||||
Depreciation and amortization | 77 | 108 | 266 | 313 | |
Recapitalization costs: | |||||
Recapitalization costs | 1,085 | 5,174 | |||
Other operating gains: | |||||
Other operating gains | (26) | ||||
Operating income (loss): | |||||
Operating income (loss) | (3,696) | (2,613) | (13,211) | (8,334) | |
Capital expenditures: | |||||
Capital expenditures | 48 | $ 82 | 118 | $ 246 | |
Assets | |||||
Total Assets | $ 2,809 | $ 2,809 | $ 2,519 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 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 | |
Significant of uncertain tax positions requiring recognition | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Nov. 02, 2017 | Jun. 30, 2016 | Sep. 30, 2017 | Dec. 31, 2016 |
Commitments And Contingencies [Line Items] | ||||
Redemption of Series B preferred stock at face value plus accrued dividends | $ 163,148,000 | $ 155,848,000 | ||
Income tax examination, liability related to franchise tax accrued and expected to be paid | $ 1,000,000 | |||
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 | |||
Series B Preferred Holder Litigation | ||||
Commitments And Contingencies [Line Items] | ||||
Redemption of Series B preferred stock at face value plus accrued dividends | 163,100,000 | |||
Series B Preferred Holder Litigation | Subsequent Event | ||||
Commitments And Contingencies [Line Items] | ||||
Loss contingency, name of plaintiffs | Cedarview Opportunities Master Fund, L.P, Cetus Capital III, L.P., Corrib Capital Management, L.P., Littlejohn Opportunities Master Fund L.P., Ravensource Fund, Stonehill Institutional Partners, L.P., Stonehill Master Fund Ltd., Stornoway Recovery Fund L.P., VSS Fund L.P., West Face Long Term Opportunities Global Master L.P., and Wolverine Flagship Fund Trading Limited | |||
Loss contingency, description of damages sought | The complaint requests relief including, among other things, an order interpreting and enforcing the Certificate of Designations, preventing us from making any additional payments on the Notes and requiring us to redeem the Series B Preferred Stock at face value plus accrued dividends (or approximately $163.1 million as of September 30, 2017), as well as unspecified money damages. | |||
Gutierrez-Ortiz Lawsuit | ||||
Commitments And Contingencies [Line Items] | ||||
Damages sought value | $ 3,500,000 |
Fair Value Measurement Disclo29
Fair Value Measurement Disclosures - Estimated Fair Values of Financial Instruments (Details) - USD ($) $ in Millions | Sep. 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 | $ 260.3 | $ 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 | 163.1 | 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 | 275.1 | 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 | $ 46.6 | $ 60.5 |
12.5% Senior Secured Notes - Ad
12.5% Senior Secured Notes - Additional Information (Details) - 12.5% Senior Secured Notes - USD ($) | Aug. 23, 2017 | Jun. 09, 2017 | May 08, 2017 | Sep. 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 | $ 14,726,000 | |||||
Interest rate on Senior secured notes | 12.50% | |||||
Additional interest rate | 2.00% | |||||
Redemption of Notes June 9, 2017 | ||||||
Debt Instrument [Line Items] | ||||||
Pay down of senior secured notes | $ 10,300,000 | $ 10,336,000 | ||||
Redemption of Notes August 23, 2017 | ||||||
Debt Instrument [Line Items] | ||||||
Pay down of senior secured notes | $ 4,400,000 | $ 4,390,000 | ||||
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 | Aug. 23, 2017 | Jun. 09, 2017 | Sep. 30, 2017 |
Debt Instrument [Line Items] | |||
12.5% senior secured notes, net, as of December 31, 2016 | $ 273,233 | ||
12.5% senior secured notes, net, as of September 30, 2017 | 260,274 | ||
12.5% Senior Secured Notes | |||
Debt Instrument [Line Items] | |||
12.5% senior secured notes, net, as of December 31, 2016 | 273,233 | ||
Amortization of discount and deferred financing cost | 1,767 | ||
Redemption of Notes | (14,726) | ||
12.5% senior secured notes, net, as of September 30, 2017 | 260,274 | ||
12.5% Senior Secured Notes | Redemption of Notes June 9, 2017 | |||
Debt Instrument [Line Items] | |||
Redemption of Notes | $ (10,300) | (10,336) | |
12.5% Senior Secured Notes | Redemption of Notes August 23, 2017 | |||
Debt Instrument [Line Items] | |||
Redemption of Notes | $ (4,400) | $ (4,390) |
10 3_4% Series B Cumulative E32
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 | Sep. 30, 2017 | Dec. 31, 2016 | Oct. 30, 2008 | Feb. 18, 2004 |
Class Of Stock [Line Items] | ||||||||||
Redemption of Series B preferred stock at face value plus accrued dividends | $ 163,148 | $ 155,848 | ||||||||
Series B Preferred Holder Litigation | ||||||||||
Class Of Stock [Line Items] | ||||||||||
Redemption of Series B preferred stock at face value plus accrued dividends | $ 163,100 | |||||||||
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 | $ 72,599 | $ 65,299 |
Asset Exchange - Additional Inf
Asset Exchange - Additional Information (Details) - USD ($) $ in Thousands | Jul. 21, 2017 | Jan. 04, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Asset Exchange [Line Items] | ||||
Fair value of assets received in asset exchange | $ 2,794 | |||
Additional cash payments | $ 1,897 | |||
Cash proceeds from sale of spectrum | $ 5,502 | |||
FCC Broadcast Incentive Auction | ||||
Asset Exchange [Line Items] | ||||
Period for relinquish of spectrum | 180 days | |||
FCC Broadcast Incentive Auction | Other Liabilities | ||||
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 |
Assets Held for Sale - Addition
Assets Held for Sale - Additional Information (Details) $ in Thousands | Oct. 31, 2017USD ($) | Jul. 21, 2017USD ($) | Jun. 09, 2017USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($)Building |
Long Lived Assets Held For Sale [Line Items] | |||||
Land, building and improvements, net book value | $ 2,173 | $ 1,377 | |||
Disposal group including discontinued operation, television spectrum | 1,764 | ||||
Cash proceeds from sale of spectrum | 5,502 | ||||
Carrying value of facilities | 409 | $ 527 | |||
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 | ||||
Purchase price under agreement | $ 14,700 | ||||
Recognized gain, net of closing costs | 12,800 | ||||
Recognized gain on financial reporting | 12,800 | ||||
Net proceeds from sale of business | 4,400 | ||||
Disposal group including discontinued operation, television spectrum | $ 1,800 | ||||
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 | New York Facilities | Subsequent Event | |||||
Long Lived Assets Held For Sale [Line Items] | |||||
Changes to plan of facilities sale, description | On October 31, 2017, subsequent to September 30, 2017, the due diligence period provided for in an agreement entered into by the Company, on September 12, 2017, to sell its New York facilities with a carrying value of $0.4 million expired. The purchase price under the agreement is $14.0 million, exclusive of closing costs, and is scheduled to close no later than June 30, 2018. The Company will repay a portion of the outstanding Notes with the resulting net proceeds, as defined by the Indenture governing our outstanding Notes. The net proceeds are calculated differently than the gain that will be recognized for financial reporting purposes at the time of closing. | ||||
Carrying value of facilities | $ 400 | ||||
Agreement entered date for sale of facilities | Sep. 12, 2017 | ||||
Purchase price of facilities, excluding closing costs | $ 14,000 | ||||
Assets held for sale | New York Facilities | Subsequent Event | Maximum | |||||
Long Lived Assets Held For Sale [Line Items] | |||||
Agreement closing date for sale of facilities | Jun. 30, 2018 |
Assets Held for Sale - Summary
Assets Held for Sale - Summary of Assets Held for Sale (Details) - USD ($) $ in Thousands | Sep. 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 |