NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2017
1. BASIS OF PRESENTATION
Presentation
The consolidated financial statements included herein have been prepared by Entravision Communications Corporation (the “Company”), pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been omitted pursuant to such rules and regulations. These consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The unaudited information contained herein has been prepared on the same basis as the Company’s audited consolidated financial statements and, in the opinion of the Company’s management, includes all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the information for the periods presented. The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year ending December 31, 2017 or any other future period.
2. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
The Company is a leading global media company that reaches and engages U.S. Hispanics across acculturation levels and media channels, as well as consumers located primarily in Mexico and other markets in Latin America. The Company’s expansive portfolio encompasses integrated marketing and media solutions, comprised of television, radio and digital properties and data analytics services. The Company’s management has determined that the Company operates in three reportable segments as of September 30, 2017, based upon the type of advertising medium, which segments are television broadcasting, radio broadcasting, and digital media. The television broadcasting segment includes revenue generated from advertising, retransmission consent agreements and the monetization of the Company’s spectrum assets.
Revenue Recognition
Television and radio revenue related to the sale of advertising is recognized at the time of broadcast. Revenue for contracts with advertising agencies is recorded at an amount that is net of the commission retained by the agency. Revenue from contracts directly with the advertisers is recorded as gross revenue and the related commission or national representation fee is recorded in operating expense. Cash payments received prior to services rendered result in deferred revenue, which is then recognized as revenue when the advertising time or space is actually provided. Digital revenue is recognized when display or other digital advertisements record impressions on the websites of the Company’s third-party publishers or as the advertiser’s performance goals are delivered.
The Company generates revenue under arrangements that are sold on a stand-alone basis within a specific segment, and those that are sold on a combined basis across multiple segments. The Company has determined that in such revenue arrangements which contain multiple products and services, revenues are allocated based on the relative fair value of each delivered item and recognized in accordance with the applicable revenue recognition criteria for the specific unit of accounting.
In August 2008, the Company entered into a proxy agreement with Univision pursuant to which the Company granted Univision the right to negotiate retransmission consent agreements for its Univision- and UniMás-affiliated television station signals. Advertising related to carriage of the Company’s Univision- and UniMás-affiliated television station signals is recognized at the time of broadcast. See more details under “Related Party” below and Note 7 to Notes to Consolidated Financial Statements, “Subsequent Events”.
The Company also generates revenue from agreements associated with its television stations’ spectrum usage rights in order to accommodate the operations of telecommunications operators. These agreements modify or relinquish the spectrum usage rights of the Company such that the spectrum can be utilized by telecommunications operators free from interference. Revenue from such agreements is recognized when the Company has relinquished its permanent spectrum usage rights or has relinquished its rights to operate the station on the existing channel free from interference.
Restricted Cash
As of September 30, 2017, the Company’s balance sheet includes $231.1 million in restricted cash, which was deposited into the account of a qualified intermediary to comply with Internal Revenue Code Section 1031 requirements to execute a like-kind exchange.
7
Related Party
Substantially all of the Company’s stations are Univision- or UniMás-affiliated television stations. The Company’s network affiliation agreements, as amended, with Univision provide certain of its owned stations the exclusive right to broadcast Univision’s primary network and UniMás network programming in their respective markets. These long-term affiliation agreements each expire in 2021, and can be renewed for multiple, successive two-year terms at Univision’s option, subject to the Company’s consent. Under the Univision network affiliation agreement, the Company retains the right to sell no less than four minutes per hour of the available advertising time on Univision’s primary network, subject to adjustment from time to time by Univision. Under the UniMás network affiliation agreement, the Company retains the right to sell approximately four and a half minutes per hour of the available advertising time on the UniMás network, subject to adjustment from time to time by Univision.
Under the network affiliation agreements, Univision acts as the Company’s exclusive sales representative for the sale of national advertising on the Company’s Univision- and UniMás-affiliate television stations, and the Company pays certain sales representation fees to Univision relating to sales of all advertising for broadcast on the Company’s Univision- and UniMás-affiliate television stations. During the three-month periods ended September 30, 2017 and 2016, the amount the Company paid Univision in this capacity was $2.4 million and $2.6 million, respectively. During the nine-month periods ended September 30, 2017 and 2016, the amount the Company paid Univision in this capacity was $7.1 million and $7.4 million, respectively.
The Company also generates revenue under two marketing and sales agreements with Univision, which give the Company the right through 2021 to manage the marketing and sales operations of Univision-owned UniMás and Univision affiliates in six markets – Albuquerque, Boston, Denver, Orlando, Tampa and Washington, D.C.
In August 2008, the Company entered into a proxy agreement with Univision pursuant to which the Company granted Univision the right to negotiate the terms of retransmission consent agreements for its Univision- and UniMás-affiliated television stations for a term of six years, expiring in December 2014, which Univision and the Company have extended through September 30, 2017. Among other things, the proxy agreement provides terms relating to compensation to be paid to the Company by Univision with respect to retransmission consent agreements entered into with Multichannel Video Programming Distributors (“MVPDs”). The term of the proxy agreement extends with respect to any MVPD for the length of the term of any retransmission consent agreement in effect before the expiration of the proxy agreement. The Company has entered into multiple short-term extensions of the proxy agreement since its December 2014 expiration, and it is the Company’s current intention to negotiate with Univision one or more further extensions of the current proxy agreement or a new proxy agreement; however, no assurance can be given regarding the terms of any such extension or new agreement or that any such extension or new agreement will be entered into.
As of September 30, 2017, the amount due to the Company from Univision was $4.0 million related to the agreements for the carriage of its Univision and UniMás-affiliated television station signals. The term of the proxy agreement extends with respect to any MVPD for the length of the term of any retransmission consent agreement in effect before the expiration of the proxy agreement. See also Note 7 to Notes to Consolidated Financial Statements, “Subsequent Events”.
Univision currently owns approximately 10% of the Company’s common stock on a fully-converted basis. The Class U common stock held by Univision has limited voting rights and does not include the right to elect directors. As the holder of all of the Company’s issued and outstanding Class U common stock, so long as Univision holds a certain number of shares, the Company will not, without the consent of Univision, merge, consolidate or enter into another business combination, dissolve or liquidate the Company or dispose of any interest in any Federal Communications Commission, or FCC, license for any of its Univision-affiliated television stations, among other things. Each share of Class U common stock is automatically convertible into one share of Class A common stock (subject to adjustment for stock splits, dividends or combinations) in connection with any transfer to a third party that is not an affiliate of Univision.
Stock-Based Compensation
The Company measures all stock-based awards using a fair value method and recognizes the related stock-based compensation expense in the consolidated financial statements over the requisite service period. As stock-based compensation expense recognized in the Company’s consolidated financial statements is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures.
Stock-based compensation expense related to grants of stock options and restricted stock units was $1.1 million and $0.7 million for the three-month periods ended September 30, 2017 and 2016, respectively. Stock-based compensation expense related to grants of stock options and restricted stock units was $3.1 million and $2.6 million for the nine-month periods ended September 30, 2017 and 2016, respectively.
8
Stock Options
Stock-based compensation expense related to stock options is based on the fair value on the date of grant using the Black-Scholes option pricing model and is amortized over the vesting period, generally between 1 to 4 years.
As of September 30, 2017, there was approximately $0.1 million of total unrecognized compensation expense related to grants of stock options that is expected to be recognized over a weighted-average period of 1.0 years.
Restricted Stock Units
Stock-based compensation expense related to restricted stock units is based on the fair value of the Company’s stock price on the date of grant and is amortized over the vesting period, generally between 1 to 4 years.
The following is a summary of non-vested restricted stock units granted (in thousands, except grant date fair value data):
|
Nine-month Period
|
|
|
Ended September 30, 2017
|
|
|
Number
Granted
|
|
|
Weighted-Average
Fair
Value
|
|
Restricted stock units
|
|
61
|
|
|
$
|
5.75
|
|
As of September 30, 2017, there was approximately $3.0 million of total unrecognized compensation expense related to grants of restricted stock units that is expected to be recognized over a weighted-average period of 1.3 years.
Certain of the Company’s management-level employees were granted performance stock units that are contingent upon achievement of specified pre-established performance goals over the performance period, which is fiscal year 2017, and vesting over a period of three years, subject to the recipient's continued service with the Company. The performance goals are based on achievement of net revenue and/or EBITDA goals. Depending on the outcome of the performance goals, the recipient may ultimately earn performance restricted stock units between 0% and 200% of the number of performance restricted stock units granted. For the three- and nine-month periods ended September 30, 2017, there was no share-based compensation expense related to performance restricted stock units.
9
Income (Loss) Per Share
The following table illustrates the reconciliation of the basic and diluted income (loss) per share computations required by Accounting Standards Codification (ASC) 260-10, “Earnings per Share” (in thousands, except share and per share data):
|
Three-Month Period
|
|
|
Nine-Month Period
|
|
|
Ended September 30,
|
|
|
Ended September 30,
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Basic earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
$
|
157,208
|
|
|
$
|
5,415
|
|
|
$
|
163,321
|
|
|
$
|
13,402
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
90,517,492
|
|
|
|
89,590,135
|
|
|
|
90,370,679
|
|
|
|
89,208,732
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share
|
$
|
1.74
|
|
|
$
|
0.06
|
|
|
$
|
1.81
|
|
|
$
|
0.15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
$
|
157,208
|
|
|
$
|
5,415
|
|
|
$
|
163,321
|
|
|
$
|
13,402
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
90,517,492
|
|
|
|
89,590,135
|
|
|
|
90,370,679
|
|
|
|
89,208,732
|
|
Dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options and restricted stock units
|
|
1,643,616
|
|
|
|
1,899,840
|
|
|
|
1,615,267
|
|
|
|
1,980,226
|
|
Diluted shares outstanding
|
|
92,161,108
|
|
|
|
91,489,975
|
|
|
|
91,985,946
|
|
|
|
91,188,958
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share
|
$
|
1.71
|
|
|
$
|
0.06
|
|
|
$
|
1.78
|
|
|
$
|
0.15
|
|
Basic income (loss) per share is computed as net income (loss) divided by the weighted average number of shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution, if any, that could occur from shares issuable through stock options and restricted stock awards.
For the three- and nine-month periods ended September 30, 2017, a total of 277 and 11,346 shares of dilutive securities, respectively, were not included in the computation of diluted income per share because the exercise prices of the dilutive securities were greater than the average market price of the common shares. For the three- and nine-month periods ended September 30, 2016, a total of 509 and 14,331 shares of dilutive securities, respectively, were not included in the computation of diluted income per share because the exercise prices of the dilutive securities were greater than the average market price of the common shares.
Treasury Stock
Treasury stock is included as a deduction from equity in the Stockholders’ Equity section of the Consolidated Balance Sheets.
On July 13, 2017, the Board of Directors approved the repurchase of up to $15 million of the Company’s common stock. Under this share repurchase program, the Company is authorized to purchase shares from time to time through open market purchases or negotiated purchases, subject to market conditions and other factors. On the same date, the Board terminated the Company’s previous share repurchase program of up to $20 million of the Company’s common stock.
The Company repurchased 0.3 million shares of Class A common stock at an average price of $5.62, for an aggregate purchase price of approximately $1.8 million, during the three-month period ended September 30, 2017. All such repurchased shares were retired as of September 30, 2017.
10
Investments
During the first quarter of 2016, the Company entered into an agreement with a financial institution to purchase a nine-month certificate of deposit (the “CD”) for $30.0 million, which was recorded in “Short-term investments” on the consolidated balance sheets during the term of the CD. The CD matured during the third quarter of 2016 and the funds returned to “Cash and cash equivalents” on the consolidated balance sheet.
The Company made an investment in Chanclazo Studios, Inc. (“Chanclazo”), a digital production studio that creates and distributes short and long form 3D animation, virtual reality and augmented reality content for Hispanic audiences. The net investment in Chanclazo totals $1.0 million for a 12.5% ownership interest, as of September 30, 2017. The investment was recorded in “Other assets” on the consolidated balance sheet and is accounted for using the cost method.
The Company made an investment in Cocina Vista, LLC (“Cocina”), a digital media company focused on Spanish and Latin American food and cooking in the United States, Spain and Latin America, during the second quarter of 2017
.
The net investment in Cocina totaled $1.7 million for a 34.35% ownership interest. The Company is required to make a second investment of $1.5 million, for a total ownership interest of 51%, if Cocina achieves certain EBITDA goals. As of September 30, 2017, Cocina had not achieved those goals. The investment was recorded in “Other assets” on the consolidated balance sheet and is accounted for using the equity method.
2013 Credit Facility
On May 31, 2013, the Company entered into the 2013 Credit Facility pursuant to the 2013 Credit Agreement. The 2013 Credit Facility consists of a $20.0 million senior secured Term Loan A Facility (the “Term Loan A Facility”), a $375.0 million senior secured Term Loan B Facility (the “Term Loan B Facility”; and together with the Term Loan A Facility, the “Term Loan Facilities”) which was drawn on August 1, 2013 (the “Term Loan B Borrowing Date”), and a $30.0 million senior secured Revolving Credit Facility (the “Revolving Credit Facility”). In addition, the 2013 Credit Facility provides that the Company may increase the aggregate principal amount of the 2013 Credit Facility by up to an additional $100.0 million, subject to the Company satisfying certain conditions.
Borrowings under the Term Loan A Facility were used on the closing date of the 2013 Credit Facility (the “Closing Date”) (together with cash on hand) to (a) repay in full all of the outstanding obligations of the Company and its subsidiaries under the then outstanding credit facility (the “2012 Credit Agreement”) and to terminate the 2012 Credit Agreement, and (b) pay fees and expenses in connection with the 2013 Credit Facility. As discussed in more detail below, on August 1, 2013, the Company drew on the Company’s Term Loan B Facility to (a) repay in full all of the outstanding loans under the Term Loan A Facility and (b) redeem in full all of the then outstanding notes (the “Notes”). The Company intends to use any future borrowings under the Revolving Credit Facility to provide for working capital, capital expenditures and other general corporate purposes of the Company and from time to time fund a portion of certain acquisitions, in each case subject to the terms and conditions set forth in the 2013 Credit Agreement.
The 2013 Credit Facility is guaranteed on a senior secured basis by all of the Company’s existing and future wholly-owned domestic subsidiaries (the “Credit Parties”). The 2013 Credit Facility is secured on a first priority basis by the Company’s and the Credit Parties’ assets. Upon the redemption of the Notes, the security interests and guaranties of the Company and its Credit Parties under the indenture governing the Notes (the “Indenture”) and the Notes were terminated and released.
The Company’s borrowings under the 2013 Credit Facility bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to either: (i) the Base Rate (as defined in the 2013 Credit Agreement) plus the Applicable Margin (as defined in the 2013 Credit Agreement); or (ii) LIBOR (as defined in the 2013 Credit Agreement) plus the Applicable Margin (as defined in the 2013 Credit Agreement). As of September 30, 2017, the Company’s effective interest rate was 3.5%. The Term Loan A Facility expired on the Term Loan B Borrowing Date, which was August 1, 2013. The Term Loan B Facility expires on May 31, 2020 (the “Term Loan B Maturity Date”) and the Revolving Credit Facility expires on May 31, 2018 (the “Revolving Loan Maturity Date”).
As defined in the 2013 Credit Facility, “Applicable Margin” means:
(a) with respect to the Term Loans (i) if a Base Rate Loan, one and one half percent (1.50%) per annum and (ii) if a LIBOR Rate Loan, two and one half percent (2.50%) per annum; and
11
(b) with respect to the Revolving Loans:
(i) for the period commencing on the Closing Date through the last day of the calendar month during which financial statements for the fiscal quarter ending September 30, 2013 are delivered: (A) if a Base Rate Loan, one and one half percent (1.50%) per annum and (B) if a LIBOR Rate Loan, two and one half percent (2.50%) per annum; and
(ii) thereafter, the Applicable Margin for the Revolving Loans shall equal the applicable LIBOR margin or Base Rate margin in effect from time to time determined as set forth below based upon the applicable First Lien Net Leverage Ratio then in effect pursuant to the appropriate column under the table below:
First Lien Net Leverage Ratio
|
|
LIBOR Margin
|
|
|
Base Rate Margin
|
|
≥
4.50 to 1.00
|
|
|
2.50
|
%
|
|
|
1.50
|
%
|
< 4.50 to 1.00
|
|
|
2.25
|
%
|
|
|
1.25
|
%
|
In the event the Company engages in a transaction that has the effect of reducing the yield of any loans outstanding under the Term Loan B Facility within six months of the Term Loan B Borrowing Date, the Company will owe 1% of the amount of the loans so repriced or replaced to the Lenders thereof (such fee, the “Repricing Fee”). Other than the Repricing Fee, the amounts outstanding under the 2013 Credit Facility may be prepaid at the option of the Company without premium or penalty, provided that certain limitations are observed, and subject to customary breakage fees in connection with the prepayment of a LIBOR rate loan. The principal amount of the (i) Term Loan A Facility shall be paid in full on the Term Loan B Borrowing Date, (ii) Term Loan B Facility shall be paid in installments on the dates and in the respective amounts set forth in the 2013 Credit Agreement, with the final balance due on the Term Loan B Maturity Date and (iii) Revolving Credit Facility shall be due on the Revolving Loan Maturity Date.
Subject to certain exceptions, the 2013 Credit Agreement contains covenants that limit the ability of the Company and the Credit Parties to, among other things:
|
•
|
incur
additional indebtedness or change or amend the terms of any senior indebtedness, subject to certain conditions;
|
|
•
|
incur liens on the property or assets of the Company and the Credit Parties;
|
|
•
|
dispose of certain assets;
|
|
•
|
consummate any merger, consolidation or sale of substantially all assets;
|
|
•
|
make certain investments;
|
|
•
|
enter into transactions with affiliates;
|
|
•
|
use loan proceeds to purchase or carry margin stock or for any other prohibited purpose;
|
|
•
|
incur certain contingent obligations;
|
|
•
|
make certain restricted payments; and
|
|
•
|
enter new lines of business, change accounting methods or amend the organizational documents of the Company or any Credit Party in any materially adverse way to the agent or the lenders.
|
The 2013 Credit Agreement also requires compliance with a financial covenant related to total net leverage ratio (calculated as set forth in the 2013 Credit Agreement) in the event that the revolving credit facility is drawn.
The 2013 Credit Agreement also provides for certain customary events of default, including the following:
|
•
|
default for three (3) business days in the payment of interest on borrowings under the 2013 Credit Facility when due;
|
|
•
|
default in payment when due of the principal amount of borrowings under the 2013 Credit Facility;
|
|
•
|
failure by the Company or any Credit Party to comply with the negative covenants, financial covenants (provided, that, an event of default under the Term Loan Facilities will not have occurred due to a violation of the financial covenants until the revolving lenders have terminated their commitments and declared all obligations to be due and payable), and certain other covenants relating to maintenance of customary property insurance coverage, maintenance of books and accounting records and permitted uses of proceeds from borrowings under the 2013 Credit Facility, each as set forth in the 2013 Credit Agreement;
|
12
|
•
|
failure by the Company or any Credit Party to comply with any of the other agreements in the 2013 Credit Agr
eement and related loan documents that continues for thirty (30) days (or ten (10) days in the case of certain financial statement delivery obligations) after officers of the Company first become aware of such failure or first receive written notice of suc
h failure from any lender;
|
|
•
|
default in the payment of other indebtedness if the amount of such indebtedness aggregates to $15.0 million or more, or failure to comply with the terms of any agreements related to such indebtedness if the holder or holders of such indebtedness can cause such indebtedness to be declared due and payable;
|
|
•
|
failure of the Company or any Credit Party to pay, vacate or stay final judgments aggregating over $15.0 million for a period of thirty (30) days after the entry thereof;
|
|
•
|
certain events of bankruptcy or insolvency with respect to the Company or any Credit Party;
|
|
•
|
certain change of control events;
|
|
•
|
the revocation or invalidation of any agreement or instrument governing the Notes or any subordinated indebtedness, including the Intercreditor Agreement; and
|
|
•
|
any termination, suspension, revocation, forfeiture, expiration (without timely application for renewal) or material adverse amendment of any material media license.
|
In connection with the Company entering into the 2013 Credit Agreement, the Company and the Credit Parties also entered into an Amended and Restated Security Agreement, pursuant to which the Company and the Credit Parties each granted a first priority security interest in the collateral securing the 2013 Credit Facility for the benefit of the lenders under the 2013 Credit Facility.
On August 1, 2013, the Company drew on borrowings under the Company’s Term Loan B Facility. The borrowings were used to (i) repay in full all of the outstanding loans under the Company’s Term Loan A Facility; (ii) redeem in full and terminate all of its outstanding obligations (the “Redemption”) on August 2, 2013 (the “Redemption Date”) under the Indenture, in an aggregate principal amount of approximately $324 million, and (iii) pay any fees and expenses in connection therewith. The redemption price for the redeemed Notes was 106.563% of the principal amount, plus accrued and unpaid interest thereon to the Redemption Date.
The Redemption constituted a complete redemption of the Notes, such that no amount remained outstanding following the Redemption. Accordingly, the Indenture has been satisfied and discharged in accordance with its terms and the Notes have been cancelled, effective as of the Redemption Date.
Effective August 1, 2017, the Company entered into the First Amendment (the “Amendment”) to the 2013 Credit Agreement. Pursuant to this Amendment, among other things, the Company is allowed to make certain restricted payments in an amount not to exceed $40 million, plus, for each anniversary of the effective date of the Amendment, an additional $20 million so long as, in the case of restricted payments made in reliance on any such additional amounts, the total net leverage ratio would not exceed 5.5 to 1 after giving effect to the restricted payment.
The Amendment also makes certain technical and conforming changes to the terms of the 2013 Credit Agreement. All other provisions of the 2013 Credit Agreement remain in full force and effect unless expressly amended or modified pursuant to the Amendment.
In each of December 2014, 2015 and 2016, the Company made a prepayment of $20.0 million, to reduce the amount of loans outstanding under the Term Loan B Facility.
The carrying amount of the Term Loan B Facility as of September 30, 2017
was
$287.7 million, net of $2.3 million of unamortized debt issuance costs. The estimated fair value of the Term Loan B Facility as of September 30, 2017
was
$290.0 million. The estimated fair value is calculated using an income approach which projects expected future cash flows and discounts them using a rate based on industry and market yields.
Derivative Instruments
The Company uses derivatives in the management of its interest rate risk with respect to its variable rate debt. The Company‘s strategy is to eliminate the cash flow risk on a portion of its variable rate debt caused by changes in the benchmark interest rate (LIBOR). Derivative instruments are not entered into for speculative purposes.
13
As
required by the terms of the Company’s 2013
Credit Agreement, on December 16, 2013, the Company entered into three forward-starting interest rate swap agreements with an aggregate notional amount of $186.0 million at a fixed rate of 2.73%, resulting in an all-in fixed rate of 5.23%. The interest rat
e swap agreements took effect on December 31, 2015 with a maturity date on December 31, 2018. Under these interest rate swap agreements, the Company pays at a fixed rate and receives payments at a variable rate based on three-month LIBOR. The interest rate
swap agreements effectively fix the floating LIBOR-based interest of $186.0 million outstanding LIBOR-based debt. The interest rate swap agreements were designated and qualified as a cash flow hedge; therefore, the effective portion of the changes in fair
value is recorded in accumulated other comprehensive income. Any ineffective portions of the changes in fair value of the interest rate swap agreements will be immediately recognized directly to interest expense in the consolidated statement of operations
. The change in fair value of the interest rate swap agreements for the three-month periods ended
September 30, 2017 and 2016
was a gain of $0.5 million and $0.6 million, net of tax, respectively, and was included in “Other comprehensive income (loss)”. T
he change in fair value of the interest rate swap agreements for the nine-month periods ended
September 30, 2017 and 2016
was a gain of $1.3 million and a gain of $0.1 million, net of tax, respectively, and was included in “Other comprehensive income (loss
)”. The Company paid $0.7 million of interest related to the interest rate swap agreements
for the three-month period ended
September 30, 2017
.
The Company paid $2.2 million of interest related to the interest rate swap agreements
for the nine-month period
ended
September 30, 2017
.
As of
September 30, 2017
, the Company estimates that none
of the unrealized gains or losses included in accumulated other comprehensive income or loss related to these interest rate swap agreements will be realized and reported in earnings within the next twelve months.
The carrying amount of the interest rate swap agreements is recorded at fair value, including non-performance risk, when material. The fair value of each interest rate swap agreement is determined by using multiple broker quotes, adjusted for non-performance risk, when material, which estimate the future discounted cash flows of any future payments that may be made under such agreements.
The fair value of the interest rate swap liability as of September 30, 2017 was $2.7 million and was recorded in “Other long-term liabilities” on the consolidated balance sheets.
Fair Value Measurements
ASC 820, “Fair Value Measurements and Disclosures”, defines and establishes a framework for measuring fair value and expands disclosures about fair value measurements. In accordance with ASC 820, the Company has categorized its financial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below.
Level 1
– Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the company has the ability to access at the measurement date.
Level 2
– Assets and liabilities whose values are based on quoted prices for similar attributes in active markets; quoted prices in markets where trading occurs infrequently; and inputs other than quoted prices that are observable, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3
– Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.
If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
14
The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring ba
sis in the consolidated balance sheets (in millions):
|
|
September 30, 2017
|
|
|
|
Total Fair Value
and Carrying
Value on Balance
Sheet
|
|
|
Fair Value Measurement Category
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
Interest rate swap
|
|
$
|
2.7
|
|
|
$
|
-
|
|
|
$
|
2.7
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2016
|
|
|
|
Total Fair Value
and Carrying
Value on Balance
Sheet
|
|
|
Fair Value Measurement Category
|
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Interest rate swap
|
|
$
|
4.8
|
|
|
$
|
-
|
|
|
$
|
4.8
|
|
|
$
|
-
|
|
Accumulated Other Comprehensive Income (Loss)
Accumulated
other comprehensive income (loss) includes foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency and the cumulative gains and losses of derivative instruments that qualify as cash flow hedges. The following table provides a roll-forward of accumulated other comprehensive income (loss) for the nine-month periods ended
September 30, 2017
and 2016
(in millions):
|
2017
|
|
|
2016
|
|
Accumulated other comprehensive loss as of January 1,
|
$
|
(3.0
|
)
|
|
$
|
(4.1
|
)
|
Foreign currency translation (gain) loss
|
$
|
0.1
|
|
|
$
|
-
|
|
Change in fair value of interest rate swap agreements
|
$
|
2.1
|
|
|
$
|
0.1
|
|
Income tax (expense) benefit
|
$
|
(0.8
|
)
|
|
$
|
-
|
|
Other comprehensive income (loss), net of tax
|
$
|
1.4
|
|
|
$
|
0.1
|
|
Accumulated other comprehensive loss as of September 30,
|
$
|
(1.6
|
)
|
|
$
|
(4.0
|
)
|
Foreign Currency
The Company’s reporting currency is the U.S. dollar. All transactions initiated in foreign currencies are translated into U.S. dollars in accordance with ASC Topic 830, “Foreign Currency Matters” and the related rate fluctuation on transactions is included in the consolidated statements of operations.
For foreign operations with the local currency as the functional currency, assets and liabilities are translated from the local currencies into U.S. dollars at the exchange rate prevailing at the balance sheet date and equity is translated at historical rates. Revenues and expenses are translated at the average exchange rate for the period. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive (income) loss.
Cost of Revenue
The Company incurs cost of revenue in certain of its operations. In the digital media segment, cost of revenue consists primarily of the costs of online media acquired from third-party publishers. Media cost is classified as cost of revenue in the period in which the corresponding revenue is recognized.
In the television segment, cost of revenue consists primarily of the carrying value of spectrum usage rights surrendered in the FCC auction for broadcast spectrum.
15
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2014-09,
Revenue from Contracts with Customers (Topic 606)
which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08,
Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations
; ASU No. 2016-10,
Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing
; ASU No. 2016-12,
Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients
; and ASU No. 2016-20,
Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers
. The Company must adopt ASU 2016-08, ASU 2016-10, ASU 2016-1
2 and ASU 2016-20 with ASU 2014-09 (collectively, the “new revenue standards”). The new revenue standards are effective for public companies for annual reporting periods, and interim periods within those years beginning after December 15, 2017. The Company currently expects to adopt the new revenue standards in its first quarter of 2018. Based on the Company’s evaluation performed to date, the Company believes that its revenues will not be materially impacted by the new guidance. Specifically, its television and radio spot advertising contracts are short-term in nature with transaction price consideration agreed upon in advance. The Company expects revenue will continue to be recognized when commercials are aired. Further, the Company expects that revenue earned under retransmission agreements will be recognized under the licensing of intellectual property guidance in the standard, which will not have a material change to its current revenue recognition. The Company will continue to evaluate the impact to its online digital media revenue.
The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. The Company currently plans to adopt this ASU under the modified retrospective method.
In February 2016, the FASB issued ASU 2016-02,
Leases (Topic 842)
which specifies the accounting for leases. For operating leases, ASU 2016-02 requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. ASU 2016-02 is effective for public companies for annual reporting periods, and interim periods within those years beginning after December 15, 2018. Early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption of the ASU on its consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13,
Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
which requires entities to use a current expected credit loss (“CECL”) model which is a new impairment model based on expected losses rather than incurred losses. Under this model an entity would recognize an impairment allowance equal to its current estimate of all contractual cash flows that the entity does not expect to collect from financial assets measured at amortized cost. The entity's estimate would consider relevant information about past events, current conditions, and reasonable and supportable forecasts, which will result in recognition of life-time expected credit losses upon loan origination. ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted for annual reporting periods beginning after December 15, 2018. The Company is currently in the process of evaluating the impact of adoption of the ASU on its consolidated financial statements.
In August 2016, the FASB issued ASU 2016-15,
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)
which provides specific guidance on eight cash flow classification issues arising from certain cash receipts and cash payments. Currently, GAAP either is unclear or does not include specific guidance on the eight cash flow classification issues addressed in this topic. The objective is to reduce current and potential future diversity in practice. ASU 2016-15 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The Company does not expect the adoption of the ASU to have a material impact on its consolidated financial statements.
In October 2016, the FASB issued ASU 2016-16,
Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory
which allows entities to recognize the income tax consequences on an intra-entity transfer of an asset other than inventory when the transfer occurs. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. In addition, there has been diversity in the application of the current guidance for transfers of certain intangible and tangible assets. The objective is to reduce complexity in accounting standards. ASU 2016-16 is effective for annual reporting periods beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The Company is currently in the process of evaluating the impact of adoption of the ASU on its consolidated financial statements.
16
In January 2017, the FASB issued ASU 2017-01
, Business
Combinations (Topic 805) - Clarifying the Definition of a Business
to provide a more robust framework to use in determining when a set of assets and activities is considered a business. The objective is to add guidance to assist entities with evaluating w
hether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted only for certain transactio
ns. The Company does not expect the adoption of the ASU to have a material impact on its consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04,
Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,
which removes Step 2 from the goodwill impairment test. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. The objective is to reduce the cost and complexity of evaluating goodwill for impairment. ASU 2017-04 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of the ASU to have a material impact on its consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09,
Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting
, to clarify and reduce both (i) diversity in practice and (ii) cost and complexity when applying the guidance in Topic 718, to change the terms and conditions of a share-based payment award. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. ASU 2017-09 is
effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted.
The Company is currently in the process of evaluating the impact of adoption of the ASU on its consolidated financial statements
.
In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815), to expand an entity’s ability to apply hedge accounting for nonfinancial and financial risk components and allow for a simplified approach for fair value hedging of interest rate risk. ASU 2017-12 eliminates the need to separately measure and report hedge ineffectiveness and generally requires the entire change in fair value of a hedging instrument to be presented in the same income statement line as the hedged item. Additionally, ASU 2017-12 simplifies the hedge documentation and effectiveness assessment requirements under the previous guidance. ASU 2017-12 is effective for public companies for annual reporting periods, and interim periods within those years beginning after December 15, 2018. Early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption of the ASU on its consolidated financial statements.
Newly Adopted Accounting Standards
In March 2016, the FASB issued ASU 2016-09,
Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
which is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 requires companies to record excess tax benefits and tax deficiencies as a component of the provision for income taxes in the period in which they occur. The Company has adopted the provisions of ASU 2016-09 on a modified retrospective basis as of January 1, 2017, which resulted in a cumulative-effect adjustment of $2.4 million to “Deferred income taxes” and “Total stockholders’ equity” on the consolidated balance sheets. Additionally, during the three-month period ended September 30, 2017, the Company recorded a benefit in income tax expense of $0.6 million due to the adoption of this new standard. During the nine-month period ended September 30, 2017, the Company recorded a benefit in income tax expense of $0.8 million due to the adoption of this new standard.
In November 2016, the FASB issued ASU 2016-18,
Statement of Cash Flows (Topic 230): Restricted Cash a Consensus of the FASB Emerging Issues Task Force
to enhance and clarify the guidance on the classification and presentation of restricted cash in the statement of cash flows. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The objective is to reduce diversity in practice. The Company elected to early adopt the provisions of ASU 2016-18 in the third quarter of 2017, which caused $231.1 million of restricted cash to be included within end-of-period cash and cash equivalents on the statement of cash flows.
17
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported wit
hin the consolidated balance sheets that sum to the total of such amounts in the consolidated statements of cash flows:
|
|
|
September 30, 2017
|
|
|
December 31, 2016
|
Cash and cash equivalents
|
|
$
|
56.0
|
|
$
|
61.5
|
Restricted Cash
|
|
$
|
231.1
|
|
$
|
-
|
Cash, cash equivalents and restricted shown in the consolidated statements of cash flows
|
|
$
|
287.1
|
|
$
|
61.5
|
3. SEGMENT INFORMATION
The Company operates in three reportable segments, based upon the type of advertising medium: television broadcasting, radio broadcasting and digital media. The Company’s segments results reflect information presented on the same basis that is used for internal management reporting and it is also how the chief operating decision maker evaluates the business.
Television Broadcasting
The Company owns and/or operates 55 primary television stations located primarily in California, Colorado, Connecticut, Florida, Kansas, Massachusetts, Nevada, New Mexico, Texas and Washington, D.C. The Company generates revenue from advertising, retransmission consent agreements and the monetization of spectrum usage rights in these markets.
Radio Broadcasting
The Company owns and operates 49 radio stations (38 FM and 11 AM) located primarily in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas.
The Company owns and operates a national sales representation division, Entravision Solutions, through which the Company sells advertisements and syndicates radio programming to more than 300 stations across the United States.
Digital Media
The Company owns and operates digital media operations, offering mobile, digital and other interactive media platforms and services on Internet-connected devices, including local websites and social media, that provide users with news information and other content.
On April 4, 2017, the Company completed the acquisition of 100% of the stock of several entities collectively doing business as Headway (“Headway”), a provider of mobile, programmatic, data and performance digital marketing solutions primarily in the United States, Mexico and other markets in Latin America. See Note 5 to the Notes to the Consolidated Financial Statements.
18
Separate financial data for each of the Company’s operating segments are provided below. Segment operating profit (loss) is defined as op
erating profit (loss) before corporate expenses and foreign currency (gain) loss. The Company generated 3% and 5% of its revenue outside the United States during the three- and nine-month periods ended September 30, 2017, respectively. There were no signif
icant sources of revenue generated outside the United States during the three- and nine-month periods ended September 30, 2016. The Company evaluates the performance of its operating segments based on the following (in thousands):
|
Three-Month Period
|
|
|
|
|
|
|
Nine-Month Period
|
|
|
|
|
|
|
Ended September 30,
|
|
|
%
|
|
|
Ended September 30,
|
|
|
%
|
|
|
2017
|
|
|
2016
|
|
|
Change
|
|
|
2017
|
|
|
2016
|
|
|
Change
|
|
Net revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from advertising and retransmission consent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Television
|
$
|
36,547
|
|
|
$
|
40,363
|
|
|
|
(9
|
)%
|
|
$
|
112,021
|
|
|
$
|
116,143
|
|
|
|
(4
|
)%
|
Radio
|
|
16,934
|
|
|
|
19,169
|
|
|
|
(12
|
)%
|
|
|
49,816
|
|
|
|
55,605
|
|
|
|
(10
|
)%
|
Digital
|
|
17,131
|
|
|
|
5,749
|
|
|
|
198
|
%
|
|
|
36,794
|
|
|
|
16,475
|
|
|
|
123
|
%
|
Total
|
|
70,612
|
|
|
|
65,281
|
|
|
|
8
|
%
|
|
|
198,631
|
|
|
|
188,223
|
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from spectrum usage rights
|
|
263,943
|
|
|
|
-
|
|
|
*
|
|
|
|
263,943
|
|
|
|
-
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
334,555
|
|
|
|
65,281
|
|
|
|
412
|
%
|
|
|
462,574
|
|
|
|
188,223
|
|
|
|
146
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue - television (spectrum usage rights)
|
|
12,131
|
|
|
|
-
|
|
|
*
|
|
|
|
12,131
|
|
|
|
-
|
|
|
*
|
|
Cost of revenue - digital media
|
|
9,910
|
|
|
|
2,281
|
|
|
|
334
|
%
|
|
|
20,424
|
|
|
|
6,493
|
|
|
|
215
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Television
|
|
14,365
|
|
|
|
15,604
|
|
|
|
(8
|
)%
|
|
|
43,992
|
|
|
|
46,113
|
|
|
|
(5
|
)%
|
Radio
|
|
11,306
|
|
|
|
11,284
|
|
|
|
0
|
%
|
|
|
33,362
|
|
|
|
33,510
|
|
|
|
(0
|
)%
|
Digital
|
|
4,560
|
|
|
|
1,350
|
|
|
|
238
|
%
|
|
|
9,884
|
|
|
|
4,718
|
|
|
|
109
|
%
|
Consolidated
|
|
30,231
|
|
|
|
28,238
|
|
|
|
7
|
%
|
|
|
87,238
|
|
|
|
84,341
|
|
|
|
3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Television
|
|
5,796
|
|
|
|
5,547
|
|
|
|
4
|
%
|
|
|
16,524
|
|
|
|
16,186
|
|
|
|
2
|
%
|
Radio
|
|
4,647
|
|
|
|
5,138
|
|
|
|
(10
|
)%
|
|
|
13,932
|
|
|
|
14,976
|
|
|
|
(7
|
)%
|
Digital
|
|
2,370
|
|
|
|
1,264
|
|
|
|
88
|
%
|
|
|
5,587
|
|
|
|
3,632
|
|
|
|
54
|
%
|
Consolidated
|
|
12,813
|
|
|
|
11,949
|
|
|
|
7
|
%
|
|
|
36,043
|
|
|
|
34,794
|
|
|
|
4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Television
|
|
2,489
|
|
|
|
2,614
|
|
|
|
(5
|
)%
|
|
|
7,452
|
|
|
|
8,186
|
|
|
|
(9
|
)%
|
Radio
|
|
648
|
|
|
|
847
|
|
|
|
(23
|
)%
|
|
|
2,036
|
|
|
|
2,479
|
|
|
|
(18
|
)%
|
Digital
|
|
1,200
|
|
|
|
351
|
|
|
|
242
|
%
|
|
|
2,972
|
|
|
|
1,059
|
|
|
|
181
|
%
|
Consolidated
|
|
4,337
|
|
|
|
3,812
|
|
|
|
14
|
%
|
|
|
12,460
|
|
|
|
11,724
|
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment operating profit (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Television
|
|
265,709
|
|
|
|
16,598
|
|
|
|
1,501
|
%
|
|
|
295,865
|
|
|
|
45,658
|
|
|
|
548
|
%
|
Radio
|
|
333
|
|
|
|
1,900
|
|
|
|
(82
|
)%
|
|
|
486
|
|
|
|
4,640
|
|
|
|
(90
|
)%
|
Digital
|
|
(909
|
)
|
|
|
503
|
|
|
*
|
|
|
|
(2,073
|
)
|
|
|
573
|
|
|
*
|
|
Consolidated
|
|
265,133
|
|
|
|
19,001
|
|
|
|
1,295
|
%
|
|
|
294,278
|
|
|
|
50,871
|
|
|
|
478
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate expenses
|
|
8,209
|
|
|
|
5,728
|
|
|
|
43
|
%
|
|
|
19,695
|
|
|
|
16,625
|
|
|
|
18
|
%
|
Foreign currency transaction (gain) loss
|
|
(58
|
)
|
|
|
-
|
|
|
*
|
|
|
|
293
|
|
|
|
-
|
|
|
*
|
|
Operating income (loss)
|
|
256,982
|
|
|
|
13,273
|
|
|
|
1,836
|
%
|
|
|
274,290
|
|
|
|
34,246
|
|
|
|
701
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
$
|
(3,756
|
)
|
|
$
|
(3,894
|
)
|
|
|
(4
|
)%
|
|
$
|
(11,084
|
)
|
|
$
|
(11,619
|
)
|
|
|
(5
|
)%
|
Interest income
|
|
256
|
|
|
|
71
|
|
|
|
261
|
%
|
|
|
475
|
|
|
|
196
|
|
|
|
142
|
%
|
Income before income taxes
|
|
253,482
|
|
|
|
9,450
|
|
|
|
2,582
|
%
|
|
|
263,681
|
|
|
|
22,823
|
|
|
|
1,055
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Television
|
$
|
1,863
|
|
|
$
|
1,641
|
|
|
|
|
|
|
$
|
7,815
|
|
|
$
|
4,199
|
|
|
|
|
|
Radio
|
|
453
|
|
|
|
660
|
|
|
|
|
|
|
|
1,296
|
|
|
|
2,492
|
|
|
|
|
|
Digital
|
|
50
|
|
|
|
35
|
|
|
|
|
|
|
|
63
|
|
|
|
231
|
|
|
|
|
|
Consolidated
|
$
|
2,366
|
|
|
$
|
2,336
|
|
|
|
|
|
|
$
|
9,174
|
|
|
$
|
6,922
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
|
|
|
December 31,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Television
|
|
559,793
|
|
|
|
363,852
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radio
|
|
126,812
|
|
|
|
129,825
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Digital
|
|
77,816
|
|
|
|
24,244
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
$
|
764,421
|
|
|
$
|
517,921
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
Percentage not meaningful.
|
19
4. LITIGATION
The Company is subject to various outstanding claims and other legal proceedings that may arise in the ordinary course of business. In the opinion of management, any liability of the Company that may arise out of or with respect to these matters will not materially adversely affect the financial position, results of operations or cash flows of the Company.
5. ACQUISITION
On April 4, 2017, the Company completed the acquisition of 100% of the stock of Headway, a provider of mobile, programmatic, data and performance digital marketing solutions primarily in the United States, Mexico and other markets in Latin America. The Company acquired Headway in order to acquire additional digital media platforms that the Company believes will enhance its offerings to the U.S. Hispanic marketplace as well as expand the Company’s international footprint. The transaction was funded from the Company’s cash on hand, for an aggregate cash consideration of $7.5 million, net of $4.5 million of cash acquired, and contingent consideration with a fair value of $18.0 million as of the acquisition date.
The following is a summary of the initial purchase price allocation for the Company’s acquisition of Headway (unaudited; in millions):
Accounts receivable
|
$
|
20.1
|
|
Intangible assets subject to amortization
|
|
17.1
|
|
Goodwill
|
|
18.9
|
|
Current liabilities
|
|
(24.0)
|
|
Deferred Tax
|
|
(6.6)
|
|
|
|
|
|
The acquisition of Headway includes a contingent consideration arrangement that requires additional consideration to be paid by the Company to Headway based upon the achievement of certain annual performance benchmarks over a three-year period. The range of the total undiscounted amounts the Company could pay under the contingent consideration agreement over the three-year period is between $0 and $31.5 million. The fair value of the contingent consideration recognized on the acquisition date of $18.0 million was estimated by applying the real options approach. The agreement also includes a payment of approximately $2.0 million to certain key employees if they remain with the Company for a period of 18 months, which will be treated as post-acquisition compensation expense and accrued as earned.
The fair value of the assets acquired includes trade receivables of $20.1 million. The gross amount due under contract is $21.2 million, of which $1.1 million is expected to be uncollectable.
During the three-month period ended September 30, 2017, Headway generated net revenue of $12.7 million and a net loss of $0.2 million, which are included in the Consolidated Statements of Operations. During the nine-month period ended September 30, 2017, Headway generated net revenue of $23.8 million and a net loss of $0.7 million, which are included in the Consolidated Statements of Operations.
The goodwill, which is not expected to be deductible for tax purposes, is assigned to the digital media segment and is attributable to Headway’s workforce and expected synergies from combining Headway’s operations with those of the Company. The changes in the carrying amount of goodwill for each of the Company’s operating segments for the nine-month period ended September 30, 2017 are as follows (in thousands):
|
|
December 31,
|
|
|
|
|
|
|
|
September 30,
|
|
|
|
2016
|
|
|
|
Acquisition
|
|
|
|
2017
|
|
Television
|
$
|
35,912
|
|
|
$
|
-
|
|
|
$
|
35,912
|
|
Digital
|
|
14,169
|
|
|
|
18,961
|
|
|
|
33,130
|
|
Consolidated
|
$
|
50,081
|
|
|
$
|
18,961
|
|
|
$
|
69,042
|
|
The fair value of the acquired intangible assets and contingent consideration is provisional pending receipt of the final valuations for those assets.
20
The following unaudited pro forma information for the three- and nine-month periods ended September 3
0, 2017 and 2016 has been prepared to give effect to the acquisition of Headway as if the acquisition had occurred on January 1, 2016. This pro forma information does not purport to represent what the actual results of operations of the Company would have
been had this acquisition occurred on such date, nor does it purport to predict the results of operations for any future periods.
|
Three-Month Period
|
|
|
Nine-month Period
|
|
|
Ended September 30,
|
|
|
Ended September 30,
|
|
|
2017
|
|
|
2016
|
|
|
2017
|
|
|
2016
|
|
Pro Forma:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue
|
$
|
334,555
|
|
|
$
|
73,324
|
|
|
$
|
472,132
|
|
|
$
|
207,319
|
|
Net income (loss)
|
$
|
157,208
|
|
|
$
|
5,508
|
|
|
$
|
163,761
|
|
|
$
|
12,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share, basic
|
$
|
1.74
|
|
|
$
|
0.06
|
|
|
$
|
1.81
|
|
|
$
|
0.14
|
|
|
Net income per share, diluted
|
$
|
1.71
|
|
|
$
|
0.06
|
|
|
$
|
1.78
|
|
|
$
|
0.13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding, basic
|
|
90,517,492
|
|
|
|
89,590,135
|
|
|
|
90,370,679
|
|
|
|
89,208,732
|
|
Weighted average common shares outstanding, diluted
|
|
92,161,108
|
|
|
|
91,489,975
|
|
|
|
91,985,946
|
|
|
|
91,188,958
|
|
The unaudited pro forma information for the nine-month periods ended September 30, 2017 and 2016, was adjusted to exclude acquisition fees and costs of $0.5 million in 2017 and $0 in 2016, which were expensed in connection with the acquisition.
6
. SIGNIFICANT TRANSACTIONS
FCC Auction for Broadcast Spectrum
During the three- and nine-month periods ended September 30, 2017, the Company recognized revenue of $263.9 million related to its participation in the FCC auction for broadcast spectrum. This revenue reflects the relinquishment of the Company’s permanent spectrum usage rights related to four television stations: WMDO-CD serving the Washington, D.C. market, WJAL-TV serving the Hagerstown, Maryland market, KSMS-TV serving the Monterey-Salinas, California market, and WUVN-TV serving the Hartford, Connecticut market. The proceeds of the auction were
deposited into the account of a qualified intermediary to comply with Internal Revenue Code Section 1031 requirements to execute a like-kind exchange and are reflected in the Company’s Consolidated Balance Sheets as “Restricted cash” as of September 30, 2017.
The Company also recorded an expense of $12.1 million during the three- and nine-month periods ended September 30, 2017 to account for the write-off of the carrying value of spectrum usage rights surrendered. This expense is classified as “Cost of revenue – television (spectrum usage rights)” on the Consolidated Statements of Operations. The FCC has allowed auction participants up to six months after the relinquishment of their permanent spectrum usage rights to cease broadcasting. The company has treated this usage period as a sale-leaseback transaction in accordance with ASC 840-40 and recorded lease expense based on the fair market value.
WJAL-TV
In connection with the FCC auction for broadcast spectrum, in the second quarter of 2017 the Company exercised its rights under a channel sharing agreement to relocate its television station WJAL-TV serving the Hagerstown, Maryland market in exchange for payment from the Company of approximately $32.6 million. During the third quarter of 2017, the Company completed this relocation of television station WJAL-TV to the Washington, D.C. market.
7
. SUBSEQUENT EVENTS
Acquisition of Television Stations KMIR-TV and KPSE-LD
On November 1, 2017, the Company completed the acquisition of television stations KMIR-TV, the local NBC affiliate, and KPSE-LD, the local MyNetworkTV affiliate, both of which serve the Palm Springs, California area, for an aggregate $21 million.
21
New Univision Agreements
On October 2, 2017, the Company entered into an affiliation agreement which supersedes and replaces the Company’s prior affiliation agreements with Univision. Additionally, on the same date, the Company entered into a new proxy agreement and new marketing and sales agreements with Univision, each of which supersedes and replaces the Company’s prior such agreements with Univision. The term of each of these new agreements expires on December 31, 2026 for all of the Company’s Univision and UniMás network affiliate stations, except that each new agreement will expire on December 31, 2021 with respect to the Company’s Univision and UniMás network affiliate stations in Orlando, Florida; Tampa, Florida; and Washington, D.C.