Basis of Presentation and Summary of Significant Accounting Policies (Tables)
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9 Months Ended |
Sep. 30, 2017 |
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| Accounting Policies [Abstract] |
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| Schedule of assets by segment |
The Company’s total assets by segment were as follows (in thousands):
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September 30, 2017 |
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December 31, 2016 |
Segment Assets: |
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Media & Content |
$ |
371,894 |
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$ |
391,669 |
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Connectivity |
604,486 |
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|
690,463 |
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Total segment assets |
976,380 |
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|
1,082,132 |
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Corporate assets |
15,916 |
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|
17,303 |
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Total assets |
$ |
992,296 |
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$ |
1,099,435 |
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| Schedule of antidilutive securities |
The following weighted average common equivalent shares are excluded from the calculation of the Company’s net loss per share as their inclusion would have been anti-dilutive (in thousands):
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2017 |
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2016 |
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2017 |
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2016 |
Employee stock options |
5,686 |
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|
6,600 |
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|
6,133 |
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|
6,076 |
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Restricted stock units |
1,143 |
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|
147 |
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1,458 |
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|
253 |
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Equity warrants (1)
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— |
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1,163 |
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|
471 |
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1,163 |
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Public SPAC Warrants (2)
|
6,173 |
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|
6,173 |
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6,173 |
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6,173 |
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2.75% convertible senior notes due 2035 |
4,447 |
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4,447 |
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4,447 |
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4,447 |
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EMC deferred consideration (3)
|
1,439 |
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— |
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3,737 |
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|
503 |
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Contingently issuable shares (4)
|
900 |
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|
509 |
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|
900 |
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|
171 |
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(1) |
These are Legacy Row 44 warrants originally issuable for Row 44 common stock and Row 44 Series C preferred stock, later became issuable for our Common Stock. During the six months ended June 30, 2017, these Legacy Row 44 warrants expired. See Note 11. Common Stock, Share-Based Awards and Warrants.
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(3) |
In connection with the EMC Acquisition on July 27, 2016 (the “EMC Acquisition Date”), we were obligated to pay $25.0 million in cash or stock, at our option, on July 27, 2017, which we elected to pay in 5,080,049 newly issued shares of our common stock on that date. See Note 9. Commitments and Contingencies. This EMC deferred consideration represents those shares.
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(4) |
In connection with a Sound Recording Settlement, we are obligated to issue 500,000 shares of our common stock when and if the closing price of our common stock exceeds $10.00 per share, and 400,000 shares of our common stock when and if the closing price of our common stock exceeds $12.00 per share. See Note 9. Commitments and Contingencies.
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| Fair Value Measurements, Recurring and Nonrecurring |
The following tables summarize our financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2017 and December 31, 2016, respectively (dollar values in thousands, other than per-share values):
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September 30, 2017 |
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Quotes Prices in Active Markets
(Level 1)
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Significant Other Observable Inputs
(Level 2)
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Significant Other Unobservable Inputs
(Level 3)
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Liabilities: |
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Earn-out liability (1)
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$ |
284 |
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$ |
— |
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$ |
— |
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$ |
284 |
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Liability Warrants (2)
|
111 |
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— |
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— |
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|
111 |
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Contingently issuable shares (3)
|
2,196 |
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— |
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— |
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|
2,196 |
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Total |
$ |
2,591 |
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|
$ |
— |
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$ |
— |
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$ |
2,591 |
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December 31, 2016 |
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Quotes Prices in Active Markets
(Level 1)
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Significant Other Observable Inputs
(Level 2)
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Significant Other Unobservable Inputs
(Level 3)
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Liabilities: |
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Earn-out liability (1)
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$ |
1,987 |
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$ |
— |
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$ |
— |
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$ |
1,987 |
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Liability Warrants (2)
|
433 |
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— |
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— |
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|
433 |
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Contingently issuable shares (3)
|
4,545 |
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— |
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— |
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|
4,545 |
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Total |
$ |
6,965 |
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$ |
— |
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$ |
— |
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$ |
6,965 |
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(1) |
Represents aggregate earn-out liabilities for the Company’s acquisitions of WOI, RMG, navAero and masFlight assumed in business combinations for the year ended December 31, 2015. |
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(2) |
Includes 6,173,228 Public SPAC Warrants outstanding at September 30, 2017 and December 31, 2016.
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(3) |
In connection with the Sound-Recording Settlements, (as described below in Note 9. Commitments and Contingencies) the Company is obligated to issue to UMG (as defined in that Note) 500,000 shares of its common stock when and if the closing price of the Company's common stock exceeds $10.00 per share and an additional 400,000 shares of common stock when and if the closing price of the Company’s common stock exceeds $12.00 per share. Such contingently issuable shares are classified as liabilities and are re-measured to fair value each reporting period.
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| Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation |
The following table presents the fair value roll-forward reconciliation of Level 3 assets and liabilities measured at fair value basis for the nine months ended September 30, 2017 (in thousands):
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Liability Warrants |
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Contingently Issuable Shares |
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Earn-Out Liabilities |
Balance as of December 31, 2016 |
$ |
433 |
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|
$ |
4,545 |
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$ |
1,987 |
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Change in value |
(322 |
) |
|
(2,349 |
) |
|
64 |
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Payments |
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|
$ |
— |
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|
$ |
(1,767 |
) |
Balance as of September 30, 2017 |
$ |
111 |
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$ |
2,196 |
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$ |
284 |
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| Fair Value, by Balance Sheet Grouping |
The following table shows the carrying amounts and the fair values of our long-term debt in the condensed consolidated financial statements at September 30, 2017 and December 31, 2016, respectively (in thousands, except as stated in footnote 2 to the table below):
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September 30, 2017 |
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December 31, 2016 |
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Carrying Amount |
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Fair Value |
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Carrying Amount |
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Fair Value |
Senior secured first lien term loan facility, due July 2021 (*)(1)
|
— |
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— |
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$ |
256,004 |
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$ |
260,020 |
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Senior secured revolving credit facility, due July 2020 (*)(1)
|
— |
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— |
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|
53,891 |
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|
52,932 |
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Senior secured second lien term loan facility, due July 2022 (*)(1)
|
— |
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— |
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|
88,082 |
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|
88,780 |
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Senior secured term loan facility, due January 2023 (+)(1)
|
$ |
464,864 |
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$ |
483,875 |
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— |
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— |
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Senior secured revolving credit facility, due January 2022 (+)(1)
|
78,000 |
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78,000 |
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— |
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— |
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2.75% convertible senior notes due 2035 (1) (2)
|
69,544 |
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|
53,724 |
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|
69,024 |
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|
67,444 |
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Other debt (3)
|
2,669 |
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|
2,669 |
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|
3,299 |
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|
3,299 |
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(*) In connection with the EMC Acquisition, the Company assumed legacy EMC credit-agreement indebtedness, including this facility. This legacy EMC indebtedness was subsequently replaced by the 2017 Credit Agreement (as described in Note 8. Financing Arrangements).
(+) This facility is a component of the 2017 Credit Agreement
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(1) |
The estimated fair value is classified as Level 2 financial instrument and was determined based on the quoted prices of the instrument in an over-the-counter market. |
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(2) |
The fair value of the 2.75% convertible senior notes due 2035 is exclusive of the conversion feature therein, which was originally allocated for reporting purposes at $13.0 million, and is included in the condensed consolidated balance sheets within “Additional paid-in capital” (see Note 11. Common Stock, Stock-Based Awards and Warrants). The principal amount outstanding of the 2.75% convertible senior notes due 2035 was $82.5 million as of September 30, 2017, and the carrying amounts in the foregoing table reflect this outstanding principal amount net of debt issuance costs and discount associated with the equity component.
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(3) |
The estimated fair value is considered to approximate carrying value given the short-term maturity and is classified as Level 3 financial instruments. |
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