10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED September 30, 2017

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM             TO             

COMMISSION FILE NUMBER 1-15997

ENTRAVISION COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	95-4783236
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2425 Olympic Boulevard, Suite 6000 West

Santa Monica, California 90404

(Address of principal executive offices) (Zip Code)

(310) 447-3870

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐

(Do not check if a smaller reporting company)  

Smaller reporting company	☐
Emerging growth company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ☐    No  ☒

As of November 7, 2017, there were 65,724,502 shares, $0.0001 par value per share, of the registrant’s Class A common stock outstanding, 14,927,613 shares, $0.0001 par value per share, of the registrant’s Class B common stock outstanding and 9,352,729 shares, $0.0001 par value per share, of the registrant’s Class U common stock outstanding.

ENTRAVISION COMMUNICATIONS CORPORATION

FORM 10-Q FOR THE THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2017

TABLE OF CONTENTS

		Page Number
	PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
	CONSOLIDATED BALANCE SHEETS (UNAUDITED) AS OF SEPTEMBER 30, 2017 AND DECEMBER 31, 2016	3
	CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2017 AND SEPTEMBER 30, 2016	4
	CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) FOR THE THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2017 AND SEPTEMBER 30, 2016	5
	CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2017 AND SEPTEMBER 30, 2016	6
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	22
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	38
ITEM 4.	CONTROLS AND PROCEDURES	39
	PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	40
ITEM 1A.	RISK FACTORS	40
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	40
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	40
ITEM 4.	MINE SAFETY DISCLOSURES	40
ITEM 5.	OTHER INFORMATION	40
ITEM 6.	EXHIBITS	41

1

Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. Some of the key factors impacting these risks and uncertainties include, but are not limited to:

• risks related to our substantial indebtedness or our ability to raise capital;

• provisions of our debt instruments, including the agreement dated as of May 31, 2013, or the 2013 Credit Agreement, which governs our current credit facility, or the 2013 Credit Facility, the terms of which restrict certain aspects of the operation of our business;

• our continued compliance with all of our obligations, including financial covenants and ratios, under the 2013 Credit Agreement;

• cancellations or reductions of advertising due to the then current economic environment or otherwise;

• advertising rates remaining constant or decreasing;

• rapid changes in digital media advertising;

• the impact of rigorous competition in Spanish-language media and in the general market advertising industry;

• the impact on our business, if any, as a result of changes in the way market share is measured by third parties;

• our relationship with Univision Communications Inc., or Univision;

• the extent to which we continue to generate revenue under retransmission consent agreements;

• subject to restrictions contained in the 2013 Credit Agreement, the overall success of our acquisition strategy and the integration of any acquired assets with our existing operations;

• industry-wide market factors and regulatory and other developments affecting our operations;

• economic uncertainty;

• the impact of any potential future impairment of our assets;

• risks related to changes in accounting interpretations;

• consequences of foreign currency exchange;  

• risks associated with operations located outside the United States; and

• the effect of proposed changes in broadcast transmission standards by the Advanced Television Systems Committee's 3.0 standard (ATSC 3.0), assuming they are adopted by the Federal Communications Commission, or FCC, that may impact our ability to monetize our spectrum assets

• the impact, including additional costs, of mandates and other obligations that may be imposed upon us as a result of new federal healthcare laws, including the Affordable Care Act, the rules and regulations promulgated thereunder, any executive or regulatory action with respect thereto, and any changes with respect to any of the foregoing in the 115^th Congress, including, without limitation, efforts to “repeal and replace” such laws.

For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see the section entitled “Risk Factors,” beginning on page 29 of our Annual Report on Form 10-K for the year ended December 31, 2016 and beginning on page 37 of our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2017.

2

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(In thousands, except share and per share data)

	September 30,			December 31,
	2017			2016
ASSETS
Current assets
Cash and cash equivalents	$	55,980		$	61,520
Restricted cash		231,096			-
Trade receivables, net of allowance for doubtful accounts of $3,474 and $2,550 (including related parties of $3,973 and $7,357)		72,651			65,072
Prepaid expenses and other current assets (including related parties of $274 and $274)		6,583			4,870
Total current assets		366,310			131,462
Property and equipment, net of accumulated depreciation of $178,237 and $204,343		56,606			55,368
Intangible assets subject to amortization, net of accumulated amortization of $86,300 and $81,770 (including related parties of $9,857 and $11,598)		25,691			13,120
Intangible assets not subject to amortization		241,298			220,701
Goodwill		69,042			50,081
Deferred income taxes		-			44,677
Other assets		5,474			2,512
Total assets	$	764,421		$	517,921
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt	$	3,750		$	3,750
Accounts payable and accrued expenses (including related parties of $3,780 and $3,886)		49,117			30,810
Total current liabilities		52,867			34,560
Long-term debt, less current maturities, net of unamortized debt issuance costs of $2,252 and $2,365		283,998			286,697
Other long-term liabilities		26,083			13,208
Deferred income taxes		59,720			-
Total liabilities		422,668			334,465
Commitments and contingencies (note 4)
Stockholders' equity
Class A common stock, $0.0001 par value, 260,000,000 shares authorized; shares issued and outstanding 2017 66,145,871; 2016 65,886,256		7			7
Class B common stock, $0.0001 par value, 40,000,000 shares authorized; shares issued and outstanding 2017 and 2016 14,927,613		2			2
Class U common stock, $0.0001 par value, 40,000,000 shares authorized; shares issued and outstanding 2017 and 2016 9,352,729		1			1
Additional paid-in capital		896,070			904,867
Accumulated deficit		(552,702	)		(718,444	)
Accumulated other comprehensive income (loss)		(1,625	)		(2,977	)
Total stockholders' equity		341,753			183,456
Total liabilities and stockholders' equity	$	764,421		$	517,921

See Notes to Consolidated Financial Statements

3

ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands, except share and per share data)

	Three-Month Period						Nine-Month Period
	Ended September 30,						Ended September 30,
	2017			2016			2017			2016
Net revenue:
Revenue from advertising and retransmission consent	$	70,612		$	65,281		$	198,631		$	188,223
Revenue from spectrum usage rights		263,943			-			263,943			-
Total Net Revenue		334,555			65,281			462,574			188,223
Expenses:
Cost of revenue - television (spectrum usage rights)		12,131			-			12,131			-
Cost of revenue - digital media		9,910			2,281			20,424			6,493
Direct operating expenses (including related parties of $2,404, $2,580, $7,116 and $7,427) (including non-cash stock-based compensation of $276, $79, $806 and $700)		30,231			28,238			87,238			84,341
Selling, general and administrative expenses		12,813			11,949			36,043			34,794
Corporate expenses (including non-cash stock-based compensation of $813, $665, $2,343 and $1,934)		8,209			5,728			19,695			16,625
Depreciation and amortization (includes direct operating of $2,221, $2,240, $6,825 and $6,989; selling, general and administrative of $1,798, $1,234, $4,663 and $3,663; and corporate of $318, $338, $972 and $1,072) (including related parties of  $580, $580, $1,741 and $1,740)		4,337			3,812			12,460			11,724
Foreign currency (gain) loss		(58	)		-			293			-
		77,573			52,008			188,284			153,977
Operating income		256,982			13,273			274,290			34,246
Interest expense		(3,756	)		(3,894	)		(11,084	)		(11,619	)
Interest income		256			71			475			196
Income before income taxes		253,482			9,450			263,681			22,823
Income tax expense		(96,167	)		(4,035	)		(100,185	)		(9,421	)
Income (loss) before equity in net income (loss) of nonconsolidated affiliate		157,315			5,415			163,496			13,402
Equity in net income (loss) of nonconsolidated affiliate, net of tax		(107	)		-			(175	)		-
Net income	$	157,208		$	5,415		$	163,321		$	13,402
Basic and diluted earnings per share:
Net income per share, basic	$	1.74		$	0.06		$	1.81		$	0.15
Net income per share, diluted	$	1.71		$	0.06		$	1.78		$	0.15
Cash dividends declared per common share	$	0.05		$	0.03		$	0.11		$	0.09
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

See Notes to Consolidated Financial Statements

4

ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(In thousands, except share and per share data)

	Three-Month Period				Nine-Month Period
	Ended September 30,				Ended September 30,
	2017		2016		2017		2016
Net income	$	157,208	$	5,415	$	163,321	$	13,402
Other comprehensive income (loss), net of tax:
Change in foreign currency translation		4		-		65		-
Change in fair value of interest rate swap agreements		451		612		1,287		66
Total other comprehensive income (loss)		455		612		1,352		66
Comprehensive income	$	157,663	$	6,027	$	164,673	$	13,468

See Notes to Consolidated Financial Statements

5

ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)

	Nine-Month Period
	Ended September 30,
	2017			2016
Cash flows from operating activities:
Net income	$	163,321		$	13,402
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		12,460			11,724
Cost of revenue - television (spectrum usage rights)		12,131			-
Deferred income taxes		99,514			8,887
Amortization of debt issue costs		595			579
Amortization of syndication contracts		311			289
Payments on syndication contracts		(300	)		(270	)
Equity in net income (loss) of nonconsolidated affiliate		175			-
Non-cash stock-based compensation		3,149			2,634
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		12,790			5,804
(Increase) decrease in prepaid expenses and other assets		(1,830	)		(952	)
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(8,862	)		(3,192	)
Net cash provided by operating activities		293,454			38,905
Cash flows from investing activities:
Purchases of short-term investments		-			(30,000	)
Proceeds from maturity of short term investments		-			30,000
Purchases of property and equipment		(9,639	)		(6,960	)
Purchases of intangible assets		(32,588	)		-
Purchases of investments		(2,200	)		(250	)
Deposits on acquisitions		(1,240	)		-
Purchase of a business, net of cash acquired		(7,489	)		-
Net cash used in investing activities		(53,156	)		(7,210	)
Cash flows from financing activities:
Net proceeds from stock option exercises		11			1,885
Payments on long-term debt		(2,813	)		(2,813	)
Dividends paid		(10,179	)		(8,371	)
Repurchase of Class A common stock		(1,778	)		-
Net cash used in financing activities		(14,759	)		(9,299	)
Effect of exchange rates on cash, cash equivalents and restricted cash		17			-
Net increase (decrease) in cash, cash equivalents and restricted cash		225,556			22,396
Cash, cash equivalents and restricted cash:
Beginning		61,520			47,924
Ending		287,076			70,320
Supplemental disclosures of cash flow information:
Cash payments for:
Interest		10,489			11,040
Income taxes		671			534
Supplemental disclosures of non-cash operating, investing and financing activities:
Capital expenditures financed through accounts payable, accrued expenses and other liabilities	$	604		$	775
Contingent consideration included in accounts payable, accrued expenses and other liabilities	$	18,026		$	-

See Notes to Consolidated Financial Statements

6

ENTRAVISION COMMUNICATIONS CORPORATION

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.

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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

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(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:

• incuradditional 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;

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• failure by the Company or any Credit Party to comply with any of the other agreements in the 2013 Credit Agreement 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 such 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.

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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 rate 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)”.  The 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.

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The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis 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.

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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 2016-12 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.

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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 whether 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 transactions. 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.

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The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within 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.

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Separate financial data for each of the Company’s operating segments are provided below. Segment operating profit (loss) is defined as operating 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 significant 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.

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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.

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The following unaudited pro forma information for the three- and nine-month periods ended September 30, 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. 

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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.  

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a leading global media company that reaches and engages U.S. Hispanics across acculturation levels and media channels as well as consumers primarily in Mexico and other markets in Latin America. Our expansive portfolio encompasses integrated marketing and media solutions, comprised of television, radio and digital properties and data analytics services.

We operate in three reportable segments, based upon the type of advertising medium: television broadcasting, radio broadcasting and digital media. Our net revenue for the three-month period ended September 30, 2017 was $334.6 million. Of that amount, revenue attributed to our television segment accounted for approximately 90%, revenue attributed to our radio segment accounted for approximately 5% and revenue attributed to our digital media segment accounted for approximately 5%.

As of the date of filing this report, we own and/or operate 55 primary television stations located primarily in California, Colorado, Connecticut, Florida, Kansas, Massachusetts, Nevada, New Mexico, Texas and Washington, D.C. We own and operate 49 radio stations in 18 U.S. markets. Our radio stations consist of 38 FM and 11 AM stations located in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas. We operate Entravision Solutions as our national sales representation division, through which we sell advertisements and syndicate radio programming to more than 300 stations across the United States. We also own and operate an online advertising platform that delivers digital advertising in a variety of formats to reach Hispanic audiences on Internet-connected devices.

We generate revenue primarily from sales of national and local advertising time on television stations, radio stations and digital media platforms, and from retransmission consent agreements that are entered into with MVPDs. Advertising rates are, in large part, based on each medium’s ability to attract audiences in demographic groups targeted by advertisers. We recognize advertising revenue when commercials are broadcast and when display or other digital advertisements record impressions on the websites of our third-party publishers or as the advertiser’s performance goals are delivered. We do not obtain long-term commitments from our advertisers and, consequently, they may cancel, reduce or postpone orders without penalties. We pay commissions to agencies for local, regional and national advertising. For contracts directly with agencies, we record net revenue from these agencies. Seasonal revenue fluctuations are common in our industry and are due primarily to variations in advertising expenditures by both local and national advertisers. Our first fiscal quarter generally produces the lowest net revenue for the year. In addition, advertising revenue is generally higher during presidential election years (2016, 2020, etc.), resulting from significant political advertising and, to a lesser degree, Congressional off-year elections (2018, 2022, etc.), resulting from increased political advertising, compared to other years.

We refer to the revenue generated by agreements with MVPDs as retransmission consent revenue, which represents payments from MVPDs for access to our television station signals so that they may rebroadcast our signals and charge their subscribers for this programming. We recognize retransmission consent revenue when it is accrued pursuant to the agreements we have entered into with respect to such revenue.

Our FCC licenses grant us spectrum usage rights within each of the television markets in which we operate. With the proliferation of mobile devices and advances in technology that have freed up excess spectrum capacity, the monetization of our spectrum usage rights has become an integral part of our business in recent years.  We generate revenue from agreements associated with these television stations’ spectrum usage rights from a variety of sources, including but not limited to entering into agreements with third parties to utilize excess spectrum for the broadcast of their multicast networks, charging fees to accommodate the operations of third parties, including moving channel positions or accepting interference with broadcasting operations, and modifying and/or relinquishing spectrum usage rights while continuing to broadcast through channel sharing or other arrangements.  Revenue from such agreements is recognized over the period of the lease or when we have relinquished all or a portion of our spectrum usage rights for a station or have relinquished our rights to operate a station on the existing channel free from interference.  In addition, we are considering strategic acquisitions of television stations to further this strategy, as well as additional monetization opportunities expected to arise as the television broadcast industry anticipates advances in broadcast technology (ATSC 3.0).  

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Our primary expenses are employee compensation, including commissions paid to our sales staff and amounts paid to our national representative firms, as well as expenses for marketing, promotion and selling, technical, local programming, engineering and general and administrative functions. Our local programming costs for television consist primarily of costs related to producing a local newscast in most of our markets. In addition, cost of revenue related to our digital media segment consists primarily of the costs of online media acquired from third-party publishers.

Highlights

During the third quarter of 2017, we recognized revenue of $263.9 million related to our participation in the FCC auction for broadcast spectrum. This revenue reflects the relinquishment of our 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.

Net revenue in our television segment increased to $300.5 million for the three-month period ended September 30, 2017 from $40.4 million for the three-month period ended September 30, 2016, an increase of $260.1 million. The increase was primarily due to $263.9 million of revenue related to our participation in the FCC auction for broadcast spectrum and an increase in retransmission consent revenue, offset by a decrease in local and national revenue and a decrease in political advertising revenue, which was not material in 2017. We generated a total of $8.5 million in retransmission consent revenue for the three-month period ended September 30, 2017 compared to $7.4 million for the three-month period ended September 30, 2016, an increase of $1.1 million.

Net revenue in our radio segment decreased to $16.9 million for the three-month period ended September 30, 2017 from $19.2 million for the three-month period ended September 30, 2016, a decrease of $2.3 million. The decrease was primarily due to decreases in local and national advertising revenue, and a decrease in political advertising revenue, which was not material in 2017.

Net revenue in our digital media segment increased to $17.1 million for the three-month period ended September 30, 2017 from $5.7 million for the three-month period ended September 30, 2016, an increase of $11.4 million. The increase was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to net revenue in prior periods. This increase was partially offset by a decrease in national revenue in our pre-existing digital business driven by shifts in the digital advertising industry toward video advertising and the increased use of automated buying platforms, referred to in our industry as programmatic revenue.  

Relationship with Univision

Substantially all of our television stations are Univision- or UniMás-affiliated television stations. Our network affiliation agreements with Univision provide certain of our owned stations the exclusive right to broadcast Univision’s primary network and UniMás network programming in their respective markets.

Under the Univision network affiliation agreements in effect during the three-month period ended September 30, 2017, we retained 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 in effect during the three-month period ended September 30, 2017, we retained 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 in effect during the three-month period ended September 30, 2017, Univision acted as our exclusive sales representative for the sale of national advertising on our Univision- and UniMás-affiliate television stations, and we paid certain sales representation fees to Univision relating to sales of all advertising for broadcast on our Univision- and UniMás-affiliate television stations. During the three-month periods ended September 30, 2017 and 2016, the amount we 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 we paid Univision in this capacity was $7.1 million and $7.4 million, respectively.

We also generated revenue under two marketing and sales agreements with Univision in effect during the three-month period ended September 30, 2017, which gave us the right to manage the marketing and sales operations of Univision-owned UniMás and Univision affiliates in six markets – Albuquerque, New Mexico; Boston, Massachusetts; Denver, Colorado; Orlando, Florida; Tampa, Florida and Washington, D.C.

The proxy agreement in effect during the three-month period ended September 30, 2017 with Univision granted Univision the right to negotiate the terms of retransmission consent agreements for our Univision- and UniMás-affiliated television station signals. Among other things, the proxy agreement provided terms relating to compensation to be paid to us by Univision with respect to retransmission consent agreements entered into with MVPDs. The term of the proxy agreement extended 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. As of September 30, 2017, the amount due to us from Univision was $4.0 million related to the agreements for the carriage of our Univision and UniMás-affiliated television station signals.

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On October 2, 2017, we entered into a new affiliation agreement which supersedes and replaces our prior affiliation agreements with Univision.  Additionally, on the same date, we entered into a new proxy agreement and new marketing and sales agreements with Univision, each of which supersedes and replaces the prior comparable agreements with Univision.  The term of each of these new agreements expires on December 31, 2026 for all of our Univision and UniMás network affiliate stations, except that each new agreement will expire on December 31, 2021 with respect to our Univision and UniMás network affiliate stations in Orlando, Florida; Tampa, Florida; and Washington, D.C.

Univision currently owns approximately 10% of our common stock on a fully-converted basis. Our 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 our 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 FCC license for any of our Univision-affiliated television stations, among other things. Each share of Class U common stock is automatically convertible into one share of our 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.

Critical Accounting Policies

For a description of our critical accounting policies, please refer to “Application of Critical Accounting Policies and Accounting Estimates” in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on March 10, 2017.

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 at 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 our third-party publishers or as the advertiser’s performance goals are delivered.

We generate 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. We have 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, we entered into a proxy agreement with Univision pursuant to which we granted Univision the right to negotiate retransmission consent agreements for its Univision- and UniMás-affiliated television station signals.  Advertising related to carriage of our Univision- and UniMás-affiliated television station signals is recognized at the time of broadcast. See more details in Note 2 to the Notes to the Consolidated Financial Statements under “Related Party”.

We also generate revenue from agreements associated with our television stations’ spectrum usage rights in order to accommodate the operations of telecommunications operators.  These agreements modify or relinquish our spectrum usage rights such that the spectrum can be utilized by telecommunications operators free from interference.  Revenue from such agreements is recognized when we have relinquished our permanent spectrum usage rights or have relinquished our rights to operate the station on the existing channel free from interference.  

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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 . We must adopt ASU 2016-08, ASU 2016-10, ASU 2016-12 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. We currently expect to adopt the new revenue standards in the first quarter of 2018. Based on our evaluation performed to date, we believe that our revenues will not be materially impacted by the new guidance. Specifically, our television spot advertising contracts are short-term in nature with transaction price consideration agreed upon in advance. We expect revenue will continue to be recognized when commercials are aired. Further, we expect 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 our current revenue recognition. We continue to evaluate the impact to our online digital and other services 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. We currently plan 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. We are currently in the process of evaluating the impact of adoption of the ASU on our 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. We are currently in the process of evaluating the impact of adoption of the ASU on our 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. We do not expect the adoption of the ASU to have a material impact on our 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. We are currently in the process of evaluating the impact of adoption of the ASU on our consolidated financial statements.

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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 whether 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 transactions. We do not expect the adoption of the ASU to have a material impact on our 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 interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We do not expect the adoption of the ASU to have a material impact on our 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. We are currently in the process of evaluating the impact of adoption of the ASU on our 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. We are currently in the process of evaluating the impact of adoption of the ASU on our consolidated financial statements.

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Three- and Nine-month Periods Ended September 30, 2017 and 2016

The following table sets forth selected data from our operating results for the three- and nine-month periods ended September 30, 2017 and 2016 (in thousands):

	Three-Month Period									Nine-Month Period
	Ended September 30,						%			Ended September 30,						%
	2017			2016			Change			2017			2016			Change
Statements of Operations Data:
Net revenue:
Revenue from advertising and retransmission consent	$	70,612		$	65,281			8	%	$	198,631		$	188,223			6	%
Revenue from spectrum usage rights		263,943			-		*				263,943			-		*
	$	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		30,231			28,238			7	%		87,238			84,341			3	%
Selling, general and administrative expenses		12,813			11,949			7	%		36,043			34,794			4	%
Corporate expenses		8,209			5,728			43	%		19,695			16,625			18	%
Depreciation and amortization		4,337			3,812			14	%		12,460			11,724			6	%
Foreign currency (gain) loss		(58	)		-		*				293			-		*
		77,573			52,008			49	%		188,284			153,977			22	%
Operating income		256,982			13,273			1836	%		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			2582	%		263,681			22,823			1055	%
Income tax expense		(96,167	)		(4,035	)		2283	%		(100,185	)		(9,421	)		963	%
Income (loss) before equity in net income (loss) of nonconsolidated affiliate		157,315			5,415			2805	%		163,496			13,402			1120	%
Equity in net income (loss) of nonconsolidated affiliate, net of tax		(107	)		-		*				(175	)		-		*
Net income	$	157,208		$	5,415			2803	%	$	163,321		$	13,402			1119	%
Other Data:
Capital expenditures		2,366			2,336						9,174			6,922
Consolidated adjusted EBITDA (adjusted for non-cash stock-based compensation) (1)											289,910			48,623
Net cash provided by operating activities											293,454			38,905
Net cash used in investing activities											(53,156	)		(7,210	)
Net cash used in financing activities											(14,759	)		(9,299	)

(1) Consolidated adjusted EBITDA means net income (loss) plus gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation included in operating and corporate expenses, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization less syndication programming payments. We use the term consolidated adjusted EBITDA because that measure is defined in our 2013 Credit Facility and does not include gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization and does include syndication programming payments.

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Since our ability to borrow from our 2013 Credit Facility is based on a consolidated adjusted EBITDA financial covenant, we believe that it is important to disclose consolidated adjusted EBITDA to our investors. Our 2013 Credit Facility contains a total net leverage ratio financial covenant in the event that the revolving credit facility is drawn. The total net leverage ratio, or the ratio of consolidated total debt (net of up to $20 million of unrestricted cash) to trailing-twelve-month consolidated adjusted EBITDA, affects both our ability to borrow from our 2013 Credit Facility and our applicable margin for the interest rate calculation. Under our 2013 Credit Facility, our maximum total leverage ratio may not exceed 6.25 to 1 in the event that the revolving credit facility is drawn. The total leverage ratio was as follows (in each case as of September 30): 2017, 0.9 to 1; 2016, 4.0 to 1. Therefore, we were in compliance with this covenant at each of those dates.

While many in the financial community and we consider consolidated adjusted EBITDA to be important, it should be considered in addition to, but not as a substitute for or superior to, other measures of liquidity and financial performance prepared in accordance with GAAP, such as cash flows from operating activities, operating income and net income. As consolidated adjusted EBITDA excludes non-cash gain (loss) on sale of assets, non-cash depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation expense, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization and includes syndication programming payments, consolidated adjusted EBITDA has certain limitations because it excludes and includes several important non-cash financial line items. Therefore, we consider both non-GAAP and GAAP measures when evaluating our business. Consolidated adjusted EBITDA is also used to make executive compensation decisions.

Consolidated adjusted EBITDA is a non-GAAP measure. The most directly comparable GAAP financial measure to consolidated adjusted EBITDA is cash flows from operating activities. A reconciliation of this non-GAAP measure to cash flows from operating activities follows (in thousands):

	Nine-Month Period
	Ended September 30,
		2017			2016
Consolidated adjusted EBITDA (1)	$	289,910		$	48,623
Interest expense		(11,084	)		(11,619	)
Interest income		475			196
Income tax expense		(100,185	)		(9,421	)
Amortization of syndication contracts		(311	)		(289	)
Payments on syndication contracts		300			270
Equity in net income (loss) of nonconsolidated affiliate		(175	)		-
Non-cash stock-based compensation included in direct operating expenses		(806	)		(700	)
Non-cash stock-based compensation included in corporate expenses		(2,343	)		(1,934	)
Depreciation and amortization		(12,460	)		(11,724	)
Net income		163,321			13,402
Depreciation and amortization		12,460			11,724
Cost of revenue - television (spectrum usage rights)		12,131			-
Deferred income taxes		99,514			8,887
Amortization of debt issue costs		595			579
Amortization of syndication contracts		311			289
Payments on syndication contracts		(300	)		(270	)
Equity in net income (loss) of nonconsolidated affiliate		175			-
Non-cash stock-based compensation		3,149			2,634
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		12,790			5,804
(Increase) decrease in prepaid expenses and other assets		(1,830	)		(952	)
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(8,862	)		(3,192	)
Cash flows from operating activities	$	293,454		$	38,905

Consolidated Operations

Revenue from Advertising and Retransmission Consent. Net revenue from advertising and retransmission consent increased to $70.6 million for the three-month period ended September 30, 2017 from $65.3 million for the three-month period ended September 30, 2016, an increase of $5.3 million. Of the overall increase, $11.4 million was attributable to our digital media segment and was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to net revenue in prior

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periods. The overall increase was partially offset by a decrease in our radio segment of $2.3 million due primarily to decreases in local and national advertising revenue, and a decrease in political advertising revenue, which was not material in 2017. Additionally, the overall increase was partially offset by a decrease in our television segment of $3.8 million due primarily to a decrease in local revenue and a decrease in political advertising revenue, which was not material in 2017, partially offset by an increase in retransmission consent revenue.

Net revenue from advertising and retransmission consent increased to $198.6 million for the nine-month period ended September 30, 2017 from $188.2 million for the nine-month period ended September 30, 2016, an increase of $10.4 million. Of the overall increase, $20.3 million was attributable to our digital media segment and was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to net revenue in prior periods. The overall increase was partially offset by a decrease in our radio segment of $5.8 million due primarily to decreases in local and national advertising revenue, and a decrease in political advertising revenue, which was not material in 2017. Additionally, the overall increase was partially offset by a decrease in our television segment of $4.1 million due primarily to a decrease in local revenue and a decrease in political advertising revenue, which was not material in 2017, partially offset by an increase in national advertising revenue and an increase in retransmission consent revenue.

Revenue from Spectrum Usage Rights. Net revenue from spectrum usage rights was $263.9 million for the three- and nine-month periods ended September 30, 2017. We did not have revenue from spectrum usage rights in 2016.

We currently anticipate that for the full year 2017, net revenue will increase from spectrum usage rights, digital media and retransmission consent revenue, whereas political advertising revenue will decrease compared to 2016.

Cost of revenue – Television (spectrum usage rights). Cost of revenue related to revenue from spectrum usage rights was $12.1 million for the three- and nine-month periods ended September 30, 2017. We did not have revenue from spectrum usage rights in 2016.

Cost of revenue - Digital. Cost of revenue in our digital media segment increased to $9.9 million for the three-month period ended September 30, 2017 from $2.3 million for the three-month period ended September 30, 2016, an increase of $7.6 million, primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to cost of revenue in prior periods.

Cost of revenue in our digital media segment increased to $20.4 million for the nine-month period ended September 30, 2017 from $6.5 million for the nine-month period ended September 30, 2016, an increase of $13.9 million, primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to cost of revenue in prior periods.

Direct Operating Expenses. Direct operating expenses increased to $30.2 million for the three-month period ended September 30, 2017 from $28.2 million for the three-month period ended September 30, 2016, an increase of $2.0 million. Of the overall increase, $3.2 million was attributable to our digital media segment and was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to direct operating expenses in prior periods. The overall increase was partially offset by a decrease in our television segment of $1.2 million due to a decrease in expenses associated with the decrease in advertising revenue and a decrease in rent expense, partially offset by an increase in salary expense. As a percentage of net revenue, direct operating expenses decreased to 9% for the three-month period ended September 30, 2017 from 43% for the three-month period ended September 30, 2016. The decrease in direct operating expenses as a percentage of net revenue is due to the revenue from spectrum usage rights recorded in the three-month period ended September 30, 2017.

Direct operating expenses increased to $87.2 million for the nine-month period ended September 30, 2017 from $84.3 million for the nine-month period ended September 30, 2016, an increase of $2.9 million. Of the overall increase, $5.2 million was attributable to our digital media segment and was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to direct operating expenses in prior periods. The overall increase was partially offset by a decrease in our television segment of $2.1 million due to a decrease in expenses associated with the decrease in advertising revenue and a decrease in expense for ratings services, and a decrease in our radio segment of $0.1 million due to a decrease in expenses associated with the decrease in advertising revenue, partially offset by an increase in salary expense. As a percentage of net revenue, direct operating expenses decreased to 19% for the nine-month period ended September 30, 2017 from 45% for the nine-month period ended September 30, 2016. The decrease in direct operating expenses as a percentage of net revenue is due to the revenue from spectrum usage rights recorded in the nine-month period ended September 30, 2017.

We believe that direct operating expenses will increase during 2017 primarily as a result of the operations of Headway, which we acquired in April 2017.

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Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $12.8 million for the three-month period ended September 30, 2017 from $11.9 million for the three-month period ended September 30, 2016, an increase of $0.9 million. Of the overall increase, approximately $1.1 million was attributable to our digital media segment and was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to selling, general and administrative expenses in prior periods. Additionally, $0.3 million of the overall increase was attributable to our television segment and was primarily due to an increase in promotional expenses. The overall increase was partially offset by a decrease of $0.5 million in our radio segment due to decreases in event expense and salary expense. As a percentage of net revenue, selling, general and administrative expenses decreased to 4% for the three-month period ended September 30, 2017 from 18% for the three-month period ended September 30, 2016. The decrease in selling, general and administrative expenses as a percentage of net revenue is due to the revenue from spectrum usage rights recorded in the three-month period ended September 30, 2017.

Selling, general and administrative expenses increased to $36.0 million for the nine-month period ended September 30, 2017 from $34.8 million for the nine-month period ended September 30, 2016, an increase of $1.2 million. Of the overall increase, $2.0 million was attributable to our digital media segment and was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to selling, general and administrative expenses in prior periods. Additionally, approximately $0.3 million of the overall increase was attributable to our television segment and was primarily due to an increase in promotional expenses. The overall increase was partially offset by a decrease of $1.1 million in our radio segment due to decreases in event expense and bad debt expense. As a percentage of net revenue, selling, general and administrative expenses decreased to 8% for the nine-month period ended September 30, 2017 from 18% for the nine-month period ended September 30, 2016. The decrease in selling, general and administrative expenses as a percentage of net revenue is due to the revenue from spectrum usage rights recorded in the nine-month period ended September 30, 2017.

We believe that selling, general and administrative expenses will increase during 2017 primarily as a result of the operations of Headway, which we acquired in April 2017.

Corporate Expenses. Corporate expenses increased to $8.2 million for the three-month period ended September 30, 2017 from $5.7 million for the three-month period ended September 30, 2016, an increase of $2.5 million. The increase was primarily due to an increase in expenses associated with the FCC auction for broadcast spectrum, an increase in salary expense and non-cash stock-based compensation expense. As a percentage of net revenue, corporate expenses decreased to 2% for the three-month period ended September 30, 2017 from 9% for the thee-month period ended September 30, 2016. The decrease in corporate expenses as a percentage of net revenue is due to the revenue from spectrum usage rights recorded in the three-month period ended September 30, 2017.

Corporate expenses increased to $19.7 million for the nine-month period ended September 30, 2017 from $16.6 million for the nine-month period ended September 30, 2016, an increase of $3.1 million. The increase was primarily due to expenses associated with the FCC auction for broadcast spectrum, legal and financial due diligence costs related to the Headway acquisition and non-cash stock-based compensation expense. As a percentage of net revenue, corporate expenses decreased to 4% for the nine-month period ended September 30, 2017 from 9% for the nine-month period ended September 30, 2016. The decrease in corporate expenses as a percentage of net revenue is due to the revenue from spectrum usage rights recorded in the nine-month period ended September 30, 2017.

We believe that corporate expenses will increase during 2017 primarily as a result of expense related to the FCC auction for broadcast spectrum.

Depreciation and Amortization. Depreciation and amortization increased to $4.3 million for the three-month period ended September 30, 2017 from $3.8 million for the three-month period ended September 30, 2016, an increase of $0.5 million. The increase was primarily due to amortization on the intangible assets from the Headway acquisition, partially offset by a decrease in depreciation as certain assets are now fully depreciated.

Depreciation and amortization increased to $12.5 million for the nine-month period ended September 30, 2017 from $11.7 million for the nine-month period ended September 30, 2016, an increase of $0.8 million. The increase was primarily due to amortization on the intangible assets from the Headway acquisition, partially offset by a decrease in depreciation as certain assets are now fully depreciated.

Operating Income. As a result of the above factors, operating income was $257.0 million for the three-month period ended September 30, 2017, compared to $13.3 million for the three-month period ended September 30, 2016. As a result of the above factors, operating income was $274.3 million for the nine-month period ended September 30, 2017, compared to $34.2 million for the nine-month period ended September 30, 2016.

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Interest Expense, net. Interest expense, net decreased to $3.5 million for the three-month period ended September 30, 2017 from $3.8 million for the three-month period ended September 30, 2016, a decrease of $0.3 million. This decrease was primarily due to the loan principal prepayment during the fourth quarter of 2016.

Interest expense, net decreased to $10.6 million for the nine-month period ended September 30, 2017 from $11.4 million for the nine-month period ended September 30, 2016, a decrease of $0.8 million. This decrease was primarily due to the loan principal prepayment during the fourth quarter of 2016.

Income Tax Expense.  Income tax expense for the nine-month period ended September 30, 2017 was $100.2 million, or 38% of our pre-tax income. Income tax expense for the nine-month period ended September 30, 2016 was $9.4 million, or 40% of our pre-tax income.  

Segment Operations

Television

Revenue from Advertising. Net revenue from advertising and retransmission consent in our television segment decreased to $36.5 million for the three-month period ended September 30, 2017 from $40.4 million for the three-month period ended September 30, 2016, a decrease of $3.9 million. The decrease was primarily due to a decrease in local revenue and a decrease in political advertising revenue, which was not material in 2017, partially offset by an increase in retransmission consent revenue. We generated a total of $8.5 million in retransmission consent revenue for the three-month period ended September 30, 2017 from $7.4 million for the three-month period ended September 30, 2016, an increase of $1.1 million.

Net revenue from advertising and retransmission consent in our television segment decreased to $112.0 million for the nine-month period ended September 30, 2017 from $116.1 million for the nine-month period ended September 30, 2016, a decrease of $4.1 million. The decrease was primarily due to a decrease in local revenue and a decrease in political advertising revenue, which was not material in 2017, partially offset by an increase in national advertising revenue and an increase in retransmission consent revenue. We generated a total of $23.9 million in retransmission consent revenue for the nine-month period ended September 30, 2017 from $22.3 million for the nine-month period ended September 30, 2016, an increase of $1.6 million.

Revenue from Spectrum Usage Rights. Net revenue from spectrum usage rights was $263.9 million for the three- and nine-month periods ended September 30, 2017. We did not have revenue from spectrum usage rights in 2016.

Cost of revenue – Spectrum Usage Rights. Cost of revenue related to revenue from spectrum usage rights was $12.1 million for the three- and nine-month periods ended September 30, 2017. Cost of revenue – spectrum usage rights consists primarily of the carrying value of spectrum usage rights surrendered in the FCC auction for broadcast spectrum. We did not have revenue from spectrum usage rights in 2016.

Direct Operating Expenses. Direct operating expenses in our television segment decreased to $14.4 million for the three-month period ended September 30, 2017 from $15.6 million for the three-month period ended September 30, 2016, a decrease of $1.2 million. The decrease was primarily attributable to a decrease in expenses associated with the decrease in advertising revenue and a decrease in rent expense, partially offset by an increase in salary expense.  

Direct operating expenses in our television segment decreased to $44.0 million for the nine-month period ended September 30, 2017 from $46.1 million for the nine-month period ended September 30, 2016, a decrease of $2.1 million. The decrease was primarily attributable to a decrease in expenses associated with the decrease in advertising revenue and a decrease in expense for ratings services, partially offset by an increase in salary expense.

Selling, General and Administrative Expenses. Selling, general and administrative expenses in our television segment increased to $5.8 million for the three-month period ended September 30, 2017 from $5.5 million for the three-month period ended September 30, 2016, an increase of $0.3 million. The increase was primarily due to an increase in promotional expenses.

Selling, general and administrative expenses in our television segment increased to $16.5 million for the nine-month period endedSeptember 30, 2017 from $16.2 million for the nine-month period ended September 30, 2016, an increase of $0.3 million. The increase was primarily due to an increase in promotional expenses.

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Radio

Net Revenue.  Net revenue in our radio segment decreased to $16.9 million for the three-month period ended September 30, 2017 from $19.2 million for the three-month period ended September 30, 2016, a decrease of $2.3 million. The decrease was primarily due to decreases in local and national advertising revenue, and a decrease in political advertising revenue, which was not material in 2017.

Net revenue in our radio segment decreased to $49.8 million for the nine-month period ended September 30, 2017 from $55.6 million for the nine-month period ended September 30, 2016, a decrease of $5.8 million. The decrease was primarily due to decreases in local and national advertising revenue, and a decrease in political advertising revenue, which was not material in 2017.

Direct Operating Expenses. Direct operating expenses in our radio segment were $11.3 million for each of the three-month periods ended September 30, 2017 and 2016.

Direct operating expenses in our radio segment decreased to $33.4 million for the nine-month period ended September 30, 2017 from $33.5 million for the nine-month period ended September 30, 2016, a decrease of $0.1 million. The decrease was primarily due to a decrease in expenses associated with the decrease in advertising revenue, partially offset by an increase in salary expense.

Selling, General and Administrative Expenses. Selling, general and administrative expenses in our radio segment decreased to $4.6 million for the three-month period ended September 30, 2017 from $5.1 million for the three-month period ended September 30, 2016, a decrease of $0.5 million. The decrease was primarily due to decreases in event expense and salary expense.

Selling, general and administrative expenses in our radio segment decreased to $13.9 million for the nine-month period ended September 30, 2017 from $15.0 million for the nine-month period ended September 30, 2016, a decrease of $1.1 million. The decrease was primarily due to decreases in event expense and salary expense.

Digital Media

Net Revenue.  Net revenue in our digital media segment increased to $17.1 million for the three-month period ended September 30, 2017 from $5.7 million for the three-month period ended September 30, 2016, an increase of $11.4 million. The increase was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to our results of operations in prior periods.  This increase was partially offset by a decrease in national revenue in our pre-existing digital business, driven by shifts in the digital advertising industry toward video advertising and the increased use of automated buying platforms, referred to in our industry as programmatic revenue.  The digital advertising industry is dynamic and undergoing rapid change, which includes the current shift toward programmatic revenue. We anticipate that this trend will continue in the digital advertising industry and that other trends may emerge, requiring us to respond to changing consumer demands, which might include, among other things, changing and adapting certain of our digital offerings, and closely monitoring the operations of our pre-existing digital media business.

Net revenue in our digital media segment increased to $36.8 million for the nine-month period ended September 30, 2017 from $16.5 million for the nine-month period ended September 30, 2016, an increase of $20.3 million. The increase was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to results of operations in prior periods.  This increase was partially offset by a decrease in national revenue in our pre-existing digital business, driven by shifts in the digital advertising industry toward video advertising and the increased use of automated buying platforms, referred to in our industry as programmatic revenue.  The digital advertising industry is dynamic and undergoing rapid change, which includes the current shift toward programmatic revenue. We anticipate that this trend will continue in the digital advertising industry and that other trends may emerge, requiring us to respond to changing consumer demands, which might include, among other things, changing and adapting certain of our digital offerings, and closely monitoring the operations of our pre-existing digital media business.

Cost of revenue.  Cost of revenue in our digital media segment increased to $9.9 million for the three-month period ended September 30, 2017 from $2.3 million for the three month period ended September 30, 2016, an increase of $7.6 million.  This increase was due to the acquisition of Headway during the second quarter of 2017, which did not contribute to our results of operations in prior periods.  Cost of revenue in our pre-existing digital business was constant.  Because of third party media costs, our margins tend to be smaller in our digital media segment than in our other broadcast segments. As a percentage of net revenue, cost of revenue increased to 58% for the three-month period ended September 30, 2017 from 40% for the three-month period ended September 30, 2016. The increase in cost of revenue as a percentage of digital revenue was primarily due to the acquisition of Headway and a higher percentage of programmatic revenue in our pre-existing digital business. Because of the high volume and relative efficiencies of these programmatic platforms, the margins tend to be lower.

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Cost of revenue in our digital media segment increased to $20.4 million for the nine-month period ended September 30, 2017 from $6.5 million for the nine-month period ended September 30, 2016, an increase of $13.9 million.  This increase was due to the acquisition of Headway during the second quarter of 2017, which did not contribute to our results of operations in prior periods.  Cost of revenue in our pre-existing digital business was constant. Because of third party media costs, our margins tend to be smaller in our digital media segment than in our other broadcast segments. As a percentage of net revenue, cost of revenue increased to 56% for the nine-month period ended September 30, 2017 from 39% for the nine-month period ended September 30, 2016. The increase in cost of revenue as a percentage of digital revenue was primarily due to the acquisition of Headway and a higher percentage of programmatic revenue in our pre-existing digital business. Because of the high volume and relative efficiencies of these programmatic platforms, the margins tend to be lower.

Direct operating expenses. Direct operating expenses in our digital media segment increased to $4.6 million for the three-month period ended September 30, 2017 from $1.4 million for the three-month period ended September 30, 2016, an increase of $3.2 million.  The increase was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to our results of operations in prior periods, partially offset by a decrease in our pre-existing digital business due to a decrease in expenses associated with the decrease in advertising revenue and a decrease in salary expense.

Direct operating expenses in our digital media segment increased to $9.9 million for the nine-month period ended September 30, 2017 from $4.7 million for the six-month period ended September 30, 2016, an increase of $5.2 million.  The increase was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to our results of operations in prior periods, partially offset by a decrease in our pre-existing digital business due to a decrease in expenses associated with the decrease in advertising revenue and a decrease in salary expense.

Selling, general and administrative expenses. Selling, general and administrative expenses in our digital media segment increased to $2.4 million for the three-month period ended September 30, 2017 from $1.3 million for the three-month period ended September 30, 2016, an increase of $1.1 million. The increase was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to our results of operations in prior periods, partially offset by a decrease in our pre-existing digital business due to a decrease in salary expense.

Selling, general and administrative expenses in our digital media segment increased to $5.6 million for the nine-month period ended September 30, 2017 from $3.6 million for the nine-month period ended September 30, 2016, an increase of $2.0 million. The increase was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to our results of operations in prior periods, partially offset by a decrease in our pre-existing digital business due to a decrease in salary expense.

Liquidity and Capital Resources

We had net income of approximately $20.4 million, $25.6 million, and $27.1 million for the years ended December 31, 2016, 2015 and 2014, respectively. We had positive cash flow from operations of $57.3 million, $62.3 million and $54.4 million for the years ended December 31, 2016, 2015 and 2014, respectively. We generated cash flow from operations of $293.5 million for the nine-month period ended September 30, 2017 and we expect to have positive cash flow from operations for the full 2017 fiscal year.  We expect to fund our working capital requirements, capital expenditures and payments of principal and interest on outstanding indebtedness, with cash on hand and cash flows from operations. We currently anticipate that cash flows from operations, cash on hand and available borrowings under our 2013 Credit Facility will be sufficient to meet our anticipated cash requirements for at least the next twelve months and for the foreseeable future.

2013 Credit Facility

On May 31, 2013, we entered into our 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, a $375.0 million senior secured Term Loan B Facility which was drawn on the Term Loan B Borrowing Date, and a $30.0 million senior secured Revolving Credit Facility. In addition, the 2013 Credit Facility provides that we may increase the aggregate principal amount of the 2013 Credit Facility by up to an additional $100.0 million, subject to us satisfying certain conditions.

Borrowings under the Term Loan A Facility were used on the Closing Date (together with cash on hand) to (a) repay in full all of our and our subsidiaries’ outstanding obligations under the 2012 Credit Agreement and to terminate the 2012 Credit Agreement, and (b) pay fees and expenses in connection the 2013 Credit Facility. As discussed in more detail below, on August 1, 2013, we drew on borrowings under our 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 Notes. We intend to use any future borrowings under the Revolving Credit Facility to provide for working capital, capital expenditures and other general corporate purposes and from time to time fund a portion of any acquisitions in which we may engage, in each case subject to the terms and conditions set forth in the 2013 Credit Agreement.

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The 2013 Credit Facility is guaranteed on a senior secured basis by the Credit Parties. The 2013 Credit Facility is secured on a first priority basis by our and the Credit Parties’ assets. Upon the redemption of the Notes, the security interests and guaranties of us and the Credit Parties under the Indenture and the Notes were terminated and released.

Our 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, our 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 the Term Loan B Maturity Date, which is May 31, 2020 and the Revolving Credit Facility expires on the Revolving Loan Maturity Date, which is May 31, 2018.

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

(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 we engage 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, we 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 our option 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 Facility contains covenants that limit the ability of us 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 us 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;

34

• make certain restricted payments; and

• enter new lines of business, change accounting methods or amend the organizational documents of us or any Credit Party in any materially adverse way to the agent or the lenders.

The 2013 Credit Facility 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 Facility 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 us 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;

• failure by us or any Credit Party to comply with any of the other agreements in the 2013 Credit Agreement 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 us first become aware of such failure or first receive written notice of such 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 us 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 us 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 our entering into the 2013 Credit Agreement, we and the Credit Parties also entered into an Amended and Restated Security Agreement, pursuant to which we 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, we drew on borrowings under our Term Loan B Facility. The borrowings were used to (i) repay in full all of the outstanding loans under our Term Loan A Facility; (ii) satisfy the Redemption on 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, we entered into the First Amendment dated as of August 1, 2017 (the “Amendment”) to the 2013 Credit Agreement.  Pursuant to this Amendment, among other things, we are 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.

35

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, we made a prepayment of $20.0 million, to reduce the amount of loans then outstanding under our Term Loan B Facility.

Derivative Instruments

We use derivatives in the management of interest rate risk with respect to interest expense on variable rate debt. Our current policy prohibits entering into derivative instruments for speculation or trading purposes. We are party to interest rate swap agreements with financial institutions that fix the variable benchmark component (LIBOR) of our interest rate on a portion of our term loan.

ASC 820, “Fair Value Measurements and Disclosures”, requires us to recognize all of our derivative instruments as either assets or liabilities in the consolidated balance sheet at fair value. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship. 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 a component of 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 carrying amount of our 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.

As required by the terms of our 2013 Credit Agreement, on December 16, 2013, we 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 rate swap agreements took effect on December 31, 2015 with a maturity date on December 31, 2018. Under these interest rate swap agreements, we pay at a fixed rate and receive 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 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 period ended September 30, 2017 was a gain of $0.5 million, net of tax, and was included in other comprehensive income (loss). The change in fair value of the interest rate swap agreements for the nine-month period ended September 30, 2017 was a gain of $1.3 million, net of tax, and was included in other comprehensive income (loss). We paid $0.7 million of interest related to the interest rate swap agreements for the three-month period ended September 30, 2017. We 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, we estimate 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.

Share Repurchase Program

On July 13, 2017, our Board of Directors approved a share repurchase of up to $15 million of our common stock.  Under this share repurchase program, we are 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 our previous share repurchase program of up to $20 million of our common stock.

We 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.

Consolidated Adjusted EBITDA

Consolidated adjusted EBITDA (as defined below) increase to $289.9 million for the nine-month period ended September 30, 2017 compared to $48.6 million for the nine-month period ended September 30, 2016. As a percentage of net revenue, consolidated adjusted EBITDA increased to 63% for the nine-month period ended September 30, 2017 compared to 26% for the nine-month period ended September 30, 2016.

36

Consolidated adjusted EBITDA means net income (loss) plus gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation included in operating and corporate expenses, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization less syndication programming payments. We use the term consolidated adjusted EBITDA because that measure is defined in our 2013 Credit Facility and does not include gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization and does include syndication programming payments.

Since our ability to borrow from our 2013 Credit Facility is based on a consolidated adjusted EBITDA financial covenant, we believe that it is important to disclose consolidated adjusted EBITDA to our investors. Our 2013 Credit Facility contains a total net leverage ratio financial covenant. The total net leverage ratio, or the ratio of consolidated total debt (net of up to $20 million of unrestricted cash) to trailing-twelve-month consolidated adjusted EBITDA, affects both our ability to borrow from our 2013 Credit Facility and our applicable margin for the interest rate calculation. Under our 2013 Credit Facility, our maximum total leverage ratio may not exceed 6.25 to 1 in the event that the revolving credit facility is drawn. The total leverage ratio was as follows (in each case as of September 30): 2017, 0.9 to 1; 2016, 4.0 to 1. Therefore, we were in compliance with this covenant at each of those dates.

While many in the financial community and we consider consolidated adjusted EBITDA to be important, it should be considered in addition to, but not as a substitute for or superior to, other measures of liquidity and financial performance prepared in accordance with GAAP, such as cash flows from operating activities, operating income and net income. As consolidated adjusted EBITDA excludes non-cash gain (loss) on sale of assets, non-cash depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation expense, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization and includes syndication programming payments, consolidated adjusted EBITDA has certain limitations because it excludes and includes several important non-cash financial line items. Therefore, we consider both non-GAAP and GAAP measures when evaluating our business. Consolidated adjusted EBITDA is also used to make executive compensation decisions.

Consolidated adjusted EBITDA is a non-GAAP measure. For a reconciliation of consolidated adjusted EBITDA to cash flows from operating activities, its most directly comparable GAAP financial measure, please see page 27.

Cash Flow

Net cash flow provided by operating activities was $293.5 million for the nine-month period ended September 30, 2017, compared to net cash flow provided by operating activities of $38.9 million for the nine-month period ended September 30, 2016. We had net income of $163.3 million for the nine-month period ended September 30, 2017, which was partially reduced by non-cash items, including depreciation and amortization expense of $12.5 million, deferred income taxes of $99.5 million, and non-cash stock-based compensation of $3.1 million. We had net income of $13.4  million for the nine-month period ended September 30, 2016, which was partially reduced by non-cash items, including depreciation and amortization expense of $11.7 million, deferred income taxes of $8.9 million, and non-cash stock-based compensation of $2.6 million. We expect to have positive cash flow from operating activities for the full year 2017.

Net cash flow used in investing activities was $53.2 million for the nine-month period ended September 30, 2017, compared to net cash flow used in investing activities of $7.2 million for the nine-month period ended September 30, 2016. During the nine-month period ended September 30, 2017, we spent $32.6 million on intangibles for the relocation of station WJAL-TV, purchased the business of Headway for $7.5 million, net of cash acquired, spent $9.6 million on net capital expenditures, spent $2.2 million on investments and made a deposits on potential future acquisitions of $1.2 million. During the nine-month period ended September 30, 2016, we spent $7.0 million on net capital expenditures. We anticipate that our capital expenditures will be approximately $13.0 million for the full year 2017. The amount of our anticipated capital expenditures may change based on future changes in business plans, our financial condition and general economic conditions. We expect to fund capital expenditures with cash on hand and net cash flow from operations.

Net cash flow used in financing activities was $14.8 million for the nine-month period ended September 30, 2017, compared to net cash flow used in financing activities of $9.3 million for the nine-month period ended September 30, 2016. During the nine-month period ended September 30, 2017, we made dividend payments of $10.2 million, debt repayments of principal in the amount of $2.8 million and spent $1.8 million on the repurchase of stock. During the nine-month period ended September 30, 2016, we made dividend payments of $8.4 million, debt repayments of principal in the amount of $2.8 million and received proceeds of $1.9 million related to the issuance of common stock upon the exercise of stock options.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General

Market risk represents the potential loss that may impact our financial position, results of operations or cash flows due to adverse changes in the financial markets. We are exposed to market risk from changes in the base rates on our Term Loan B Facility. Under our 2013 Credit Facility, within two years from its commencement, we were required to enter into derivative financial instrument transactions, such as swaps or interest rate caps, for at least half of the principal balance, in order to manage or reduce our exposure to risk from changes in interest rates. We do not enter into derivatives or other financial instrument transactions for speculative purposes. We are also exposed to market risk related to currency fluctuations in our international operations.

Interest Rates

As of September 30, 2017, we had $290.0 million of variable rate bank debt outstanding under our 2013 Credit Facility.  The debt bears interest at LIBOR plus a margin of 2.5%.  The LIBOR rate was 1.15%, higher than the 1.0% floor, resulting in an effective interest rate of 3.65% for the three-month period ended September 30, 2017. In the event LIBOR is below the floor rate we will still have to pay the floor rate plus the margin.  If LIBOR rises above the floor rate, we have to pay the prevailing LIBOR rate plus the margin for the portion of the debt that is not hedged. See further discussion below.

Because our debt is subject to interest at a variable rate, our earnings will be affected in future periods by changes in interest rates.  Hypothetically, if LIBOR were to increase by 100 basis points, or one percentage point, from its September 30, 2017 level, our annual interest expense under our term loan would increase, and cash flow from operations would decrease, by approximately $1.1 million, based on the outstanding balance of our term loan as of September 30, 2017.

As required by the terms of our 2013 Credit Agreement, on December 16, 2013, we entered into three forward-starting interest rate swap agreements with an aggregated 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 rate swap agreements took effect on December 31, 2015 with a maturity date on December 31, 2018. Under these interest rate swap agreements, we pay at a fixed rate and receive 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 period ended September 30, 2017, was a gain of $0.5 million, net of tax, and was included in other comprehensive income (loss). The change in fair value of the interest rate swap agreements for the nine-month period ended September 30, 2017, was a gain of $1.3 million, net of tax, and was included in other comprehensive income (loss). We paid $0.7 million of interest related to the interest rate swap agreements for the three-month period ended September 30, 2017. We 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, we estimate 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.

Foreign Currency

We have foreign currency risks related to our revenue and operating expenses denominated in currencies other than the U.S. dollar. Our historical revenues have primarily been denominated in U.S. dollars, and the majority of our current revenues continue to be, and are expected to remain, denominated in U.S. dollars. However, we expect an increasing portion of our future revenues to be denominated in currencies other than the U.S. dollar, primarily the Mexican peso, Argentine peso and various other Latin American currencies. The effect of an immediate and arbitrary 10% adverse change in foreign exchange rates on foreign-denominated accounts receivable at September 30, 2017 would not be material to our overall financial condition or consolidated results of operations. Our operating expenses are generally denominated in the currencies of the countries in which our operations are located, primarily the United States and, to a much lesser extent, Mexico, Argentina and other Latin American countries. Increases and decreases in our foreign-denominated revenue from movements in foreign exchange rates are partially offset by the corresponding decreases or increases in our foreign-denominated operating expenses.

As our operations grow, our risks associated with fluctuation in currency rates will become greater, and we will continue to reassess our approach to managing this risk. In addition, currency fluctuations or a weakening U.S. dollar can increase the costs of our international operations. To date, we have not entered into any foreign currency hedging contracts, since exchange rate fluctuations historically have not had a material impact on our operating results and cash flows.

38

ITEM 4. CONTROLS AND PROCEDURES

We conducted an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of the evaluation date, our disclosure controls and procedures were effective.

Our disclosure controls and procedures are designed to ensure that the information relating to our company, including our consolidated subsidiaries, required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure.

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

There have not been any changes in our internal control over financial reporting during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

39

PART II.

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We currently and from time to time are involved in litigation incidental to the conduct of our business, but we are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on us or our business.

ITEM 1A. RISK FACTORS

Changes in the competitive landscape or technology may impact our ability to monetize our spectrum assets

With the proliferation of mobile devices and advances in technology that have freed up excess spectrum capacity, the monetization of our spectrum usage rights has become an integral part of our business in recent years.  We rely on the demand to broadcast multicast networks and demand from telecommunications operators to operate interference free in our markets in order to monetize our spectrum. There are no assurances that this demand will continue in future periods.  Additionally, technology involving the utilization of spectrum is evolving rapidly. If we were not able, for technological, business or other reasons, to adapt to these changes in technology on a timely and effective basis, our ability to monetize our spectrum assets could be affected and have an adverse impact on our results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

On July 13, 2017, our Board of Directors approved a share repurchase of up to $15 million of our common stock.  Under this new share repurchase program, we are 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 our previous share repurchase program of up to $20 million of our common stock.

We 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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

40

ITEM 6. EXHIBITS

31.1*	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.
31.2*	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.
32*	Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase.

* Filed herewith.

41

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ENTRAVISION COMMUNICATIONS CORPORATION
By:	/s/ Christopher T. Young
	Christopher T. Young Executive Vice President, Treasurer and Chief Financial Officer

Date: November 9, 2017

42

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934

I, Walter F. Ulloa, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Entravision Communications Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2017

/s/ Walter F. Ulloa

Walter F. Ulloa

Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934

I, Christopher T. Young, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Entravision Communications Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2017

/s/ Christopher T. Young

Christopher T. Young

Chief Financial Officer

EX-32

Exhibit 32

Certification of Periodic Financial Report by the Chief Executive Officer and

Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Entravision Communications Corporation (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 9, 2017
	/s/ Walter F. Ulloa
	Walter F. Ulloa Chief Executive Officer
Date: November 9, 2017
	/s/ Christopher T. Young
	Christopher T. Young Chief Financial Officer

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 07, 2017
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q3
Trading Symbol	EVC
Entity Registrant Name	ENTRAVISION COMMUNICATIONS CORP
Entity Central Index Key	0001109116
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		65,724,502
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		14,927,613
Class U common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		9,352,729

XML

Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Current assets
Cash and cash equivalents	$ 55,980	$ 61,520
Restricted cash	231,096
Trade receivables, net of allowance for doubtful accounts of $3,474 and $2,550 (including related parties of $3,973 and $7,357)	72,651	65,072
Prepaid expenses and other current assets (including related parties of $274 and $274)	6,583	4,870
Total current assets	366,310	131,462
Property and equipment, net of accumulated depreciation of $178,237 and $204,343	56,606	55,368
Intangible assets subject to amortization, net of accumulated amortization of $86,300 and $81,770 (including related parties of $9,857 and $11,598)	25,691	13,120
Intangible assets not subject to amortization	241,298	220,701
Goodwill	69,042	50,081
Deferred income taxes		44,677
Other assets	5,474	2,512
Total assets	764,421	517,921
Current liabilities
Current maturities of long-term debt	3,750	3,750
Accounts payable and accrued expenses (including related parties of $3,780 and $3,886)	49,117	30,810
Total current liabilities	52,867	34,560
Long-term debt, less current maturities, net of unamortized debt issuance costs of $2,252 and $2,365	283,998	286,697
Other long-term liabilities	26,083	13,208
Deferred income taxes	59,720
Total liabilities	422,668	334,465
Commitments and contingencies (note 4)
Stockholders' equity
Additional paid-in capital	896,070	904,867
Accumulated deficit	(552,702)	(718,444)
Accumulated other comprehensive income (loss)	(1,625)	(2,977)
Total stockholders' equity	341,753	183,456
Total liabilities and stockholders' equity	764,421	517,921
Class A common stock
Stockholders' equity
Common stock	7	7
Class B common stock
Stockholders' equity
Common stock	2	2
Class U common stock
Stockholders' equity
Common stock	$ 1	$ 1

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Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Trade receivables, allowance for doubtful accounts	$ 3,474	$ 2,550
Trade receivables, related parties	3,973	7,357
Prepaid expenses and other current assets	6,583	4,870
Property and equipment, accumulated depreciation	178,237	204,343
Accumulated amortization of Intangible assets	86,300	81,770
Intangible assets subject to amortization, net	25,691	13,120
Accounts payable and accrued expenses	49,117	30,810
Unamortized debt issuance costs	2,252	2,365
Related Parties
Prepaid expenses and other current assets	274	274
Intangible assets subject to amortization, net	9,857	11,598
Accounts payable and accrued expenses	$ 3,780	$ 3,886
Class A common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	260,000,000	260,000,000
Common stock, shares issued	66,145,871	65,886,256
Common stock, shares outstanding	66,145,871	65,886,256
Class B common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	14,927,613	14,927,613
Common stock, shares outstanding	14,927,613	14,927,613
Class U common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	9,352,729	9,352,729
Common stock, shares outstanding	9,352,729	9,352,729

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Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Net revenue:
Revenue from advertising and retransmission consent	$ 70,612	$ 65,281	$ 198,631	$ 188,223
Revenue from spectrum usage rights	263,943		263,943
Total Net Revenue	334,555	65,281	462,574	188,223
Expenses:
Cost of revenue - television (spectrum usage rights)	12,131		12,131
Cost of revenue - digital media	9,910	2,281	20,424	6,493
Direct operating expenses (including related parties of $2,404, $2,580, $7,116 and $7,427) (including non-cash stock-based compensation of $276, $79, $806 and $700)	30,231	28,238	87,238	84,341
Selling, general and administrative expenses	12,813	11,949	36,043	34,794
Corporate expenses (including non-cash stock-based compensation of $813, $665, $2,343 and $1,934)	8,209	5,728	19,695	16,625
Depreciation and amortization (includes direct operating of $2,221, $2,240, $6,825 and $6,989; selling, general and administrative of $1,798, $1,234, $4,663 and $3,663; and corporate of $318, $338, $972 and $1,072) (including related parties of $580, $580, $1,741 and $1,740)	4,337	3,812	12,460	11,724
Foreign currency (gain) loss	(58)		293
Total expenses	77,573	52,008	188,284	153,977
Operating income	256,982	13,273	274,290	34,246
Interest expense	(3,756)	(3,894)	(11,084)	(11,619)
Interest income	256	71	475	196
Income before income taxes	253,482	9,450	263,681	22,823
Income tax expense	(96,167)	(4,035)	(100,185)	(9,421)
Income (loss) before equity in net income (loss) of nonconsolidated affiliate	157,315	5,415	163,496	13,402
Equity in net income (loss) of nonconsolidated affiliate, net of tax	(107)		(175)
Net income	$ 157,208	$ 5,415	$ 163,321	$ 13,402
Basic and diluted earnings per share:
Net income per share, basic	$ 1.74	$ 0.06	$ 1.81	$ 0.15
Net income per share, diluted	1.71	0.06	1.78	0.15
Cash dividends declared per common share	$ 0.05	$ 0.03	$ 0.11	$ 0.09
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

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Consolidated Statements of Operations (Parenthetical) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Direct operating expenses	$ 30,231	$ 28,238	$ 87,238	$ 84,341
Non-cash stock-based compensation			3,149	2,634
Depreciation and amortization	4,337	3,812	12,460	11,724
Related Parties
Direct operating expenses	2,404	2,580	7,116	7,427
Depreciation and amortization	580	580	1,741	1,740
Direct Operating Expenses
Non-cash stock-based compensation	276	79	806	700
Depreciation and amortization	2,221	2,240	6,825	6,989
Corporate Expenses
Non-cash stock-based compensation	813	665	2,343	1,934
Depreciation and amortization	318	338	972	1,072
Selling, General and Administrative Expenses
Depreciation and amortization	$ 1,798	$ 1,234	$ 4,663	$ 3,663

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Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Statement Of Income And Comprehensive Income [Abstract]
Net income	$ 157,208	$ 5,415	$ 163,321	$ 13,402
Other comprehensive income (loss), net of tax:
Change in foreign currency translation	4		65
Change in fair value of interest rate swap agreements	451	612	1,287	66
Total other comprehensive income (loss)	455	612	1,352	66
Comprehensive income	$ 157,663	$ 6,027	$ 164,673	$ 13,468

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Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net income	$ 163,321	$ 13,402
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	12,460	11,724
Cost of revenue - television (spectrum usage rights)	12,131
Deferred income taxes	99,514	8,887
Amortization of debt issue costs	595	579
Amortization of syndication contracts	311	289
Payments on syndication contracts	(300)	(270)
Equity in net income (loss) of nonconsolidated affiliate	175
Non-cash stock-based compensation	3,149	2,634
Changes in assets and liabilities:
(Increase) decrease in accounts receivable	12,790	5,804
(Increase) decrease in prepaid expenses and other assets	(1,830)	(952)
Increase (decrease) in accounts payable, accrued expenses and other liabilities	(8,862)	(3,192)
Net cash provided by operating activities	293,454	38,905
Cash flows from investing activities:
Purchases of short-term investments		(30,000)
Proceeds from maturity of short term investments		30,000
Purchases of property and equipment	(9,639)	(6,960)
Purchases of intangible assets	(32,588)
Purchases of investments	(2,200)	(250)
Deposits on acquisitions	(1,240)
Purchase of a business, net of cash acquired	(7,489)
Net cash used in investing activities	(53,156)	(7,210)
Cash flows from financing activities:
Net proceeds from stock option exercises	11	1,885
Payments on long-term debt	(2,813)	(2,813)
Dividends paid	(10,179)	(8,371)
Repurchase of Class A common stock	(1,778)
Net cash used in financing activities	(14,759)	(9,299)
Effect of exchange rates on cash, cash equivalents and restricted cash	17
Net increase (decrease) in cash, cash equivalents and restricted cash	225,556	22,396
Cash, cash equivalents and restricted cash:
Beginning	61,520	47,924
Ending	287,076	70,320
Cash payments for:
Interest	10,489	11,040
Income taxes	671	534
Supplemental disclosures of non-cash operating, investing and financing activities:
Capital expenditures financed through accounts payable, accrued expenses and other liabilities	604	$ 775
Contingent consideration included in accounts payable, accrued expenses and other liabilities	$ 18,026

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Basis of Presentation

9 Months Ended

Sep. 30, 2017

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Basis of Presentation

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.

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The Company and Significant Accounting Policies

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

The Company and Significant Accounting Policies

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.  

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.

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.

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.

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

(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:

• incuradditional 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;

• failure by the Company or any Credit Party to comply with any of the other agreements in the 2013 Credit Agreement 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 such 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.

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 rate 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)”.  The 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.

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis 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.

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 2016-12 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.

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 whether 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 transactions. 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.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within 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

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Segment Information

9 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

Segment Information

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.

Separate financial data for each of the Company’s operating segments are provided below. Segment operating profit (loss) is defined as operating 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 significant 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.

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Litigation

9 Months Ended

Sep. 30, 2017

Commitments And Contingencies Disclosure [Abstract]

Litigation

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.  

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Acquisition

9 Months Ended

Sep. 30, 2017

Business Combinations [Abstract]

Acquisition

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.

The following unaudited pro forma information for the three- and nine-month periods ended September 30, 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.

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Significant Transactions

9 Months Ended

Sep. 30, 2017

Significan Transactions [Abstract]

Significant Transactions

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.

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Subsequent Events

9 Months Ended

Sep. 30, 2017

Subsequent Events [Abstract]

Subsequent Events

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. 

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.  

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The Company and Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Revenue Recognition

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

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.  

Related Party

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

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.

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.

Income (Loss) Per Share

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

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.

Investments

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

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

(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:

• incuradditional 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;

• failure by the Company or any Credit Party to comply with any of the other agreements in the 2013 Credit Agreement 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 such 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

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.

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 rate 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)”.  The 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

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.

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis 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)

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

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

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.

Recent Accounting Pronouncements

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 2016-12 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.

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 whether 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 transactions. 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.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within 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

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The Company and Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2017

Accounting Policies [Abstract]

Summary of Nonvested Restricted Stock Units Granted

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

Reconciliation of Basic and Diluted 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

Margin for Revolving Loans

(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	%

Fair Value of Assets and Liabilities Measured on Recurring Basis

The following table presents the Company’s financial assets and liabilities measured at fair value on a recurring basis 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	$	-

Summary of Components of AOCI

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	)

Schedule of Reconciliation of Cash and Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within 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

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Segment Information (Tables)

9 Months Ended

Sep. 30, 2017

Segment Reporting [Abstract]

Separate Financial Data for Each of Company's Operating Segment

Separate financial data for each of the Company’s operating segments are provided below. Segment operating profit (loss) is defined as operating 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 significant 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.

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Acquisition (Tables)

9 Months Ended

Sep. 30, 2017

Business Combinations [Abstract]

Summary of Initial Purchase Price Allocation for Company's Acquisition of Headway

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)

Changes in Carrying Amount of Goodwill

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

Schedule of Unaudited Pro Forma Information

The following unaudited pro forma information for the three- and nine-month periods ended September 30, 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

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The Company and Significant Accounting Policies - Additional Information (Detail)			1 Months Ended			3 Months Ended			9 Months Ended
	Aug. 01, 2017 USD ($)	Aug. 02, 2013 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Sep. 30, 2017 USD ($) $ / shares shares	Sep. 30, 2016 USD ($) shares	Mar. 31, 2016 USD ($)	Sep. 30, 2017 USD ($) Segment shares	Sep. 30, 2016 USD ($) shares	Jul. 13, 2017 USD ($)	Jun. 30, 2017 USD ($)	Jan. 01, 2017 USD ($)	Dec. 16, 2013 USD ($) Derivative	May 31, 2013 USD ($)
Accounting Policies [Line Items]
Number of reportable segments | Segment									3
Restricted cash						$ 231,096,000			$ 231,096,000
Number of Class A common stock shares converted | shares									1
Share-based compensation expenses						1,100,000	$ 700,000		$ 3,100,000	$ 2,600,000
Total unrecognized compensation expense employee stock option plans						$ 100,000			$ 100,000
Shares of dilutive securities not included in computation of diluted income per share | shares						277	509		11,346	14,331
Amount approved under share purchase program											$ 15,000,000
Purchases of short-term investments										$ 30,000,000
Unamortized debt issuance costs			$ 2,365,000			$ 2,252,000			$ 2,252,000
Benefit in income tax expense due to adoption of new standard						(96,167,000)	$ (4,035,000)		(100,185,000)	(9,421,000)
Accounting Standards Update 2016-09
Accounting Policies [Line Items]
Cumulative-effect adjustment to deferred income taxes and total stockholders' equity													$ 2,400,000
Benefit in income tax expense due to adoption of new standard						600,000			800,000
Accounting Standards Update 2016-18
Accounting Policies [Line Items]
Restricted cash						231,100,000			$ 231,100,000
Interest Rate Swap Agreements
Accounting Policies [Line Items]
Number of forward-starting swap agreements | Derivative														3
Aggregated notional amount of interest swap agreements														$ 186,000,000
Derivative average Interest rate														2.73%
Derivative fixed Interest rate														5.23%
Interest rate swap effective date									Dec. 31, 2015
Interest rate swap expiration date									Dec. 31, 2018
Change in fair value of interest rate gain						500,000	600,000		$ 1,300,000	100,000
Interest paid related to interest rate swap						700,000			2,200,000
Unrealized gains or losses included in accumulated other comprehensive income or loss									0
Fair value of the interest rate swap liability			4,800,000			$ 2,700,000			$ 2,700,000
2013 Credit Facility
Accounting Policies [Line Items]
Effective interest rate						3.50%			3.50%
Interest rate on borrowings under 2013 Credit Facility									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;
Percentage of repricing fee									1.00%
Certain customary events of default, number of business days to default in the payment of interest on borrowings									3 days
Certain customary events of default, number of days default continue for compliance with other agreement									30 days
Certain customary events of default, number of days default continue for financial statement delivery obligations									10 days
Certain customary events of default, indebtedness aggregate amount									$ 15,000,000
Certain customary events of default, failure in payment of final judgments aggregate amount									$ 15,000,000
Certain customary events of default, failure in payment of final judgments aggregate amount period									30 days
Additional restricted payments allowed for each anniversary of effective date of amendment under credit facility	$ 20,000,000
Net leverage ratio upper limit	5.5
Net leverage ratio lower limit	1
2013 Credit Facility | Interest Rate Swap Agreements
Accounting Policies [Line Items]
Interest rate swap inception date									Dec. 16, 2013
2013 Credit Facility | Base Rate Margin
Accounting Policies [Line Items]
Variable interest rate basis spread on debt									1.50%
2013 Credit Facility | LIBOR Margin
Accounting Policies [Line Items]
Variable interest rate basis spread on debt									2.50%
Term Loan B Facility
Accounting Policies [Line Items]
Repayment of loans			$ 20,000,000	$ 20,000,000	$ 20,000,000
Term Loan B Facility | 2013 Credit Facility
Accounting Policies [Line Items]
Senior Secured debt															$ 375,000,000
Maturity date of revolving credit facility									May 31, 2020
Period considered for applicability of repricing fees									6 months
Principal amount repurchased		$ 324,000,000
Redemption price on principal amount with net proceeds, accrued and unpaid expense		106.563%
Carrying value of term loan						$ 287,700,000			$ 287,700,000
Unamortized debt issuance costs						2,300,000			2,300,000
Estimated fair value of term loan						290,000,000			$ 290,000,000
Senior Secured Revolving Credit Facility | 2013 Credit Facility
Accounting Policies [Line Items]
Senior Secured debt															30,000,000
Maturity date of revolving credit facility									May 31, 2018
Term Loan A | 2013 Credit Facility
Accounting Policies [Line Items]
Senior Secured debt															20,000,000
Maturity date of revolving credit facility									Aug. 01, 2013
Term Loan And Revolving Credit Facility | 2013 Credit Facility
Accounting Policies [Line Items]
Additional borrowing capacity															$ 100,000,000
Term Loan | 2013 Credit Facility
Accounting Policies [Line Items]
Interest rate on borrowings under 2013 Credit Facility									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;
Term Loan | 2013 Credit Facility | Base Rate Margin
Accounting Policies [Line Items]
Variable interest rate basis spread on debt									1.50%
Term Loan | 2013 Credit Facility | LIBOR Margin
Accounting Policies [Line Items]
Variable interest rate basis spread on debt									2.50%
Chanclazo Studios, Inc
Accounting Policies [Line Items]
Cost method investments						$ 1,000,000			$ 1,000,000
Cost method investment ownership percentage						12.50%			12.50%
Cocina Vista, LLC
Accounting Policies [Line Items]
Cost method investments												$ 1,700,000
Cost method investment ownership percentage												34.35%
Investment milestone description									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.
Certificate of Deposit
Accounting Policies [Line Items]
Purchases of short-term investments								$ 30,000,000
Second Investment | Cocina Vista, LLC
Accounting Policies [Line Items]
Cost method investments												$ 1,500,000
Cost method investment ownership percentage												51.00%
Class A common stock
Accounting Policies [Line Items]
Number of shares repurchased | shares						300,000
Average price of repurchased shares | $ / shares						$ 5.62
Aggregate purchase price of repurchased shares						$ 1,800,000
Employee Stock Options
Accounting Policies [Line Items]
Weighted average period for recognition of unrecognized compensation expense									1 year
Restricted Stock Units
Accounting Policies [Line Items]
Weighted average period for recognition of unrecognized compensation expense									1 year 3 months 19 days
Total unrecognized compensation expense related to grants of restricted stock units						3,000,000			$ 3,000,000
Performance Restricted Stock Units
Accounting Policies [Line Items]
Share-based compensation expenses						0			$ 0
Vesting period									3 years
Minimum | Employee Stock Options
Accounting Policies [Line Items]
Vesting period									1 year
Minimum | Restricted Stock Units
Accounting Policies [Line Items]
Vesting period									1 year
Minimum | Performance Restricted Stock Units
Accounting Policies [Line Items]
Share award grant percentage									0.00%
Maximum
Accounting Policies [Line Items]
Stock repurchase program terminated, amount											$ 20,000,000
Maximum | 2013 Credit Facility
Accounting Policies [Line Items]
Restricted payments allowed under credit facility	$ 40,000,000
Maximum | Employee Stock Options
Accounting Policies [Line Items]
Vesting period									4 years
Maximum | Restricted Stock Units
Accounting Policies [Line Items]
Vesting period									4 years
Maximum | Performance Restricted Stock Units
Accounting Policies [Line Items]
Share award grant percentage									200.00%
Univision
Accounting Policies [Line Items]
Expiry year of long-term affiliation agreements									2021
Renewal period of affiliation agreements									2 years
Affiliate advertising minutes per hour for which entity has right to sell									4 minutes
Payment of sales representation fees to television stations						2,400,000	$ 2,600,000		$ 7,100,000	$ 7,400,000
Period to grant television stations for terms of retransmission consent agreements									6 years
Retransmission consent agreements expiring date									Dec. 31, 2014
Retransmission consent agreements extended expiration date									Sep. 30, 2017
Amount due from television stations for carriage						$ 4,000,000			$ 4,000,000
Common stock percentage held by Univision						10.00%			10.00%
UniMas
Accounting Policies [Line Items]
Affiliate advertising minutes per hour for which entity has right to sell									4 minutes 30 seconds

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The Company and Significant Accounting Policies - Summary of Nonvested Restricted Stock Units Granted (Detail) shares in Thousands	9 Months Ended
	Sep. 30, 2017 $ / shares shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Number of Restricted stock units, Granted | shares	61
Weighted-Average Fair Value of Restricted stock units, Granted | $ / shares	$ 5.75

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The Company and Significant Accounting Policies - Reconciliation of Basic and Diluted Income (Loss) Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Earnings Per Share Basic And Diluted [Abstract]
Net income	$ 157,208	$ 5,415	$ 163,321	$ 13,402
Denominator:
Weighted average common shares outstanding, basic	90,517,492	89,590,135	90,370,679	89,208,732
Basic earnings per share:
Net income per share, basic	$ 1.74	$ 0.06	$ 1.81	$ 0.15
Denominator:
Weighted average common shares outstanding, basic	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
Weighted average common shares outstanding, diluted	92,161,108	91,489,975	91,985,946	91,188,958
Diluted earnings per share:
Net income per share, diluted	$ 1.71	$ 0.06	$ 1.78	$ 0.15

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The Company and Significant Accounting Policies - Margin for Revolving Loans (Detail)	9 Months Ended
	Sep. 30, 2017
Greater than or Equal to 4.50 to 1.00
Debt Instrument [Line Items]
First lien net leverage ratio upper limit	4.50
First lien net leverage ratio lower limit	1.0
Greater than or Equal to 4.50 to 1.00 | LIBOR Margin
Debt Instrument [Line Items]
Margin Rate	2.50%
Greater than or Equal to 4.50 to 1.00 | Base Rate Margin
Debt Instrument [Line Items]
Margin Rate	1.50%
Less than 4.50 to 1.00
Debt Instrument [Line Items]
First lien net leverage ratio upper limit	4.50
First lien net leverage ratio lower limit	1.0
Less than 4.50 to 1.00 | LIBOR Margin
Debt Instrument [Line Items]
Margin Rate	2.25%
Less than 4.50 to 1.00 | Base Rate Margin
Debt Instrument [Line Items]
Margin Rate	1.25%

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The Company and Significant Accounting Policies - Fair Value Assets and Liabilities Measured on Recurring Basis (Detail) - Interest Rate Swap - USD ($) $ in Millions	Sep. 30, 2017	Dec. 31, 2016
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	$ 2.7	$ 4.8
Level 2
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Liabilities	$ 2.7	$ 4.8

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The Company and Significant Accounting Policies - Summary of Components of AOCI (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Equity [Abstract]
Accumulated other comprehensive loss			$ (2,977)	$ (4,100)
Foreign currency translation (gain) loss			100
Change in fair value of interest rate swap agreements			2,100	100
Income tax (expense) benefit			(800)
Total other comprehensive income (loss)	$ 455	$ 612	1,352	66
Accumulated other comprehensive loss	$ (1,625)	$ (4,000)	$ (1,625)	$ (4,000)

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The Company and Significant Accounting Policies - Schedule of Reconciliation of Cash and Cash Equivalents and Restricted Cash (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016	Sep. 30, 2016	Dec. 31, 2015
Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents [Abstract]
Cash and cash equivalents	$ 55,980	$ 61,520
Restricted cash	231,096
Cash, cash equivalents and restricted shown in the consolidated statements of cash flows	$ 287,076	$ 61,520	$ 70,320	$ 47,924

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Segment Information - Additional Information (Detail)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017 Segment Station	Sep. 30, 2016	Apr. 04, 2017
Segment Reporting Information [Line Items]
Number of reportable segments | Segment			3
Percentage of revenue generated from outside the United States	3.00%	0.00%	5.00%	0.00%
Headway
Segment Reporting Information [Line Items]
Business acquisition date			Apr. 04, 2017
Ownership Interest acquired					100.00%
Television
Segment Reporting Information [Line Items]
Number of stations owned			55
Radio
Segment Reporting Information [Line Items]
Number of stations owned			49
Advertisements and Syndicates Radio Programming | Minimum
Segment Reporting Information [Line Items]
Number of stations owned			300

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Segment Information - Separate Financial Data for Each of Company's Operating Segment (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Segment Reporting Information [Line Items]
Revenue from advertising and retransmission consent	$ 70,612	$ 65,281	$ 198,631	$ 188,223
Revenue from spectrum usage rights	263,943		263,943
Net revenue	334,555	65,281	462,574	188,223
Cost of revenue - television (spectrum usage rights)	12,131		12,131
Cost of revenue - digital media	9,910	2,281	20,424	6,493
Direct operating expenses	30,231	28,238	87,238	84,341
Selling, general and administrative expenses	12,813	11,949	36,043	34,794
Depreciation and amortization	4,337	3,812	12,460	11,724
Operating income (loss)	256,982	13,273	274,290	34,246
Corporate expenses	8,209	5,728	19,695	16,625
Foreign currency transaction (gain) loss	(58)		293
Interest expense	(3,756)	(3,894)	(11,084)	(11,619)
Interest income	256	71	475	196
Income before income taxes	253,482	9,450	263,681	22,823
Capital expenditures	2,366	2,336	9,174	6,922
Total assets	$ 764,421		$ 764,421		$ 517,921
Percentage change in revenue from advertising and retransmission consent	8.00%		6.00%
Percentage change in net revenue	412.00%		146.00%
Percentage change in direct operating expenses	7.00%		3.00%
Percentage change in selling, general and administrative expenses	7.00%		4.00%
Percentage change in depreciation and amortization	14.00%		6.00%
Percentage change in segment operating profit (loss)	1295.00%		478.00%
Percentage change in corporate expenses	43.00%		18.00%
Percentage change in operating income (loss)	1836.00%		701.00%
Percentage change in interest expenses	(4.00%)		(5.00%)
Percentage change in interest income	261.00%		142.00%
Percentage change in income (loss) before income taxes	2582.00%		1055.00%
Operating Segments
Segment Reporting Information [Line Items]
Operating income (loss)	$ 265,133	19,001	$ 294,278	50,871
Corporate, Non-Segment
Segment Reporting Information [Line Items]
Corporate expenses	8,209	5,728	19,695	16,625
Television
Segment Reporting Information [Line Items]
Revenue from advertising and retransmission consent	36,547	40,363	112,021	116,143
Direct operating expenses	14,365	15,604	43,992	46,113
Selling, general and administrative expenses	5,796	5,547	16,524	16,186
Depreciation and amortization	2,489	2,614	7,452	8,186
Capital expenditures	1,863	1,641	7,815	4,199
Total assets	$ 559,793		$ 559,793		363,852
Percentage change in revenue from advertising and retransmission consent	(9.00%)		(4.00%)
Percentage change in direct operating expenses	(8.00%)		(5.00%)
Percentage change in selling, general and administrative expenses	4.00%		2.00%
Percentage change in depreciation and amortization	(5.00%)		(9.00%)
Percentage change in segment operating profit (loss)	1501.00%		548.00%
Television | Operating Segments
Segment Reporting Information [Line Items]
Operating income (loss)	$ 265,709	16,598	$ 295,865	45,658
Radio
Segment Reporting Information [Line Items]
Revenue from advertising and retransmission consent	16,934	19,169	49,816	55,605
Direct operating expenses	11,306	11,284	33,362	33,510
Selling, general and administrative expenses	4,647	5,138	13,932	14,976
Depreciation and amortization	648	847	2,036	2,479
Capital expenditures	453	660	1,296	2,492
Total assets	$ 126,812		$ 126,812		129,825
Percentage change in revenue from advertising and retransmission consent	(12.00%)		(10.00%)
Percentage change in direct operating expenses	0.00%		0.00%
Percentage change in selling, general and administrative expenses	(10.00%)		(7.00%)
Percentage change in depreciation and amortization	(23.00%)		(18.00%)
Percentage change in segment operating profit (loss)	(82.00%)		(90.00%)
Radio | Operating Segments
Segment Reporting Information [Line Items]
Operating income (loss)	$ 333	1,900	$ 486	4,640
Digital
Segment Reporting Information [Line Items]
Revenue from advertising and retransmission consent	17,131	5,749	36,794	16,475
Direct operating expenses	4,560	1,350	9,884	4,718
Selling, general and administrative expenses	2,370	1,264	5,587	3,632
Depreciation and amortization	1,200	351	2,972	1,059
Capital expenditures	50	35	63	231
Total assets	$ 77,816		$ 77,816		$ 24,244
Percentage change in revenue from advertising and retransmission consent	198.00%		123.00%
Percentage change in cost of revenue	334.00%		215.00%
Percentage change in direct operating expenses	238.00%		109.00%
Percentage change in selling, general and administrative expenses	88.00%		54.00%
Percentage change in depreciation and amortization	242.00%		181.00%
Digital | Operating Segments
Segment Reporting Information [Line Items]
Operating income (loss)	$ (909)	$ 503	$ (2,073)	$ 573

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Acquisition - Additional Information (Detail) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Apr. 04, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Business Acquisition [Line Items]
Business acquisition, net revenue generated		$ 334,555	$ 65,281	$ 462,574	$ 188,223
Business acquisition, net loss generated		(157,208)	$ (5,415)	$ (163,321)	(13,402)
Headway
Business Acquisition [Line Items]
Ownership Interest acquired	100.00%
Business acquisition date				Apr. 04, 2017
Aggregate cash consideration	$ 7,500
Cash acquired	4,500
Fair value of contingent consideration	$ 18,000
Contingent consideration agreement, payment period	3 years
Contingent consideration arrangements, minimum	$ 0
Contingent consideration arrangements, maximum	31,500
Contingent consideration, payment	$ 2,000
Contingent payment for key employees remain with the Company, requisite service period	18 months
Accounts receivables assets acquired, fair value	$ 20,100
Gross amount account receivables asset acquired	21,200
Amount due under contract expected to be uncollectible	$ 1,100
Business acquisition, net revenue generated		12,700		$ 23,800
Business acquisition, net loss generated		$ 200		700
Acquisition fees and costs				$ 500	$ 0

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Acquisition - Summary of Initial Purchase Price Allocation for Company's Acquisition of Headway (Detail) - USD ($) $ in Thousands	Sep. 30, 2017	Apr. 04, 2017	Dec. 31, 2016
Business Acquisition [Line Items]
Goodwill	$ 69,042		$ 50,081
Headway
Business Acquisition [Line Items]
Accounts receivable		$ 20,100
Intangible assets subject to amortization		17,100
Goodwill		18,900
Current liabilities		(24,000)
Deferred Tax		$ (6,600)

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Acquisition - Changes in Carrying Amount of Goodwill (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2017 USD ($)
Business Combination Segment Allocation [Line Items]
Goodwill, beginning balance	$ 50,081
Acquisition	18,961
Goodwill, ending balance	69,042
Television
Business Combination Segment Allocation [Line Items]
Goodwill, beginning balance	35,912
Goodwill, ending balance	35,912
Digital
Business Combination Segment Allocation [Line Items]
Goodwill, beginning balance	14,169
Acquisition	18,961
Goodwill, ending balance	$ 33,130

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Acquisition - Schedule of Unaudited Pro Forma Information (Detail) - Headway - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 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

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Significant Transactions - Additional Information (Detail) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017 USD ($)	Jun. 30, 2017 USD ($)	Sep. 30, 2017 USD ($) Station
Significant Transactions [Line Items]
Revenue from spectrum usage rights	$ 263,943		$ 263,943
Cost of revenue - television (spectrum usage rights)	12,131		12,131
Payment for relocation of television station		$ 32,600
FCC
Significant Transactions [Line Items]
Revenue from spectrum usage rights	263,900		263,900
Cost of revenue - television (spectrum usage rights)	$ 12,100		$ 12,100
Television | FCC
Significant Transactions [Line Items]
Number of stations owned from spectrum usage rights | Station			4

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Subsequent Events - Additional Information (Detail) - Subsequent Event - USD ($) $ in Millions	Nov. 01, 2017	Oct. 02, 2017
Univision
Subsequent Event [Line Items]
New affiliation agreement, commencement date		Oct. 02, 2017
Univision | All Univision and UniMas Network Affiliate Stations Except in Orlando, Florida; Tampa, Florida; and Washington, D.C
Subsequent Event [Line Items]
New proxy agreement and new marketing and sales agreements, expiration date		Dec. 31, 2026
Univision | Univision and UniMás Network Affiliate Stations in Orlando, Florida; Tampa, Florida; and Washington, D.C
Subsequent Event [Line Items]
New proxy agreement and new marketing and sales agreements, expiration date		Dec. 31, 2021
KMIR-TV and KPSE-LD
Subsequent Event [Line Items]
Business acquisition date	Nov. 01, 2017
Payment to acquire television stations	$ 21
Business acquisition description of acquired entity	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