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LONG-TERM DEBT: | 9 Months Ended
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Sep. 30, 2013
Debt Disclosure [Abstract] |
Debt Disclosure [Text Block] | 6. LONG-TERM DEBT:
|  | September 30, 2013 |  | December 31, 2012 |
|  | (Unaudited) |  |  |  |
|  | (In thousands) |
Senior bank term debt |  | $ | 374,416 |  | $ | 377,297 |
63/8% Senior Subordinated Notes due February 2013 |  |  | — |  |  | 747 |
121/2%/15% Senior Subordinated Notes due May 2016 |  |  | 327,034 |  |  | 327,034 |
10% Senior Secured TV One Notes due March 2016 |  |  | 119,000 |  |  | 119,000 |
Total debt |  |  | 820,450 |  |  | 824,078 |
Less: current portion |  |  | 3,840 |  |  | 4,587 |
Less: original issue discount |  |  | 4,242 |  |  | 5,360 |
Long-term debt, net |  | $ | 812,368 |  | $ | 814,131 |
Credit Facilities On March 31, 2011, the Company entered into a senior secured credit facility (the “2011 Credit Agreement”) with a syndicate of banks and simultaneously borrowed $386.0 million to retire all outstanding obligations under the Company’s previous amended and restated credit agreement and to fund our obligation with respect to a capital call initiated by TV One. The total amount available under the 2011 Credit Agreement is $411.0 million, consisting of a $386.0 million senior bank term debt that matures on March 31, 2016, and a $25.0 million revolving loan facility that matures on March 31, 2015. Borrowings under the credit facilities are subject to compliance with certain covenants including, but not limited to, certain financial covenants. Proceeds from the credit facilities can be used for working capital, capital expenditures made in the ordinary course of business, its common stock repurchase program, permitted direct and indirect investments and other lawful corporate purposes. On December 19, 2012, the Company entered into an amendment to the 2011 Credit Agreement (the “December 2012 Amendment”). The December 2012 Amendment: (i) modifies financial covenant levels with respect to the Company's total-leverage, secured-leverage, and interest-coverage ratios; (ii) increases the amount of cash the Company can net for determination of its net indebtedness tests; and (iii) extends the time for certain of the 2011 Credit Agreement’s call premium while reducing the time for its later and lower premium. The 2011 Credit Agreement, as amended, contains affirmative and negative covenants that the Company is required to comply with, including: (a) maintaining an interest coverage ratio of no less than:
§ |  | 1.10 to 1.00 on December 31, 2012, and the last day of each fiscal quarter through December 31, 2013;
§ |  | 1.20 to 1.00 on March 31, 2014, and the last day of each fiscal quarter through September 30, 2014;
§ |  | 1.25 to 1.00 on December 31, 2014, and the last day of each fiscal quarter through September 30, 2015; and
§ |  | 1.50 to 1.00 on December 31, 2015, and the last day of each fiscal quarter thereafter.
(b) maintaining a senior secured leverage ratio of no greater than:
§ |  | 4.50 to 1.00 on September 30, 2012, and the last day of each fiscal quarter through December 31, 2013;
§ |  | 4.25 to 1.00 on March 31, 2014, and the last day of each fiscal quarter through June 30, 2014;
§ |  | 4.00 to 1.00 on September 30, 2014;
§ |  | 3.75 to 1.00 on December 31, 2014;
§ |  | 3.25 to 1.00 on March 31, 2015, and the last day of each fiscal quarter through September 30, 2015; and
§ |  | 2.75 to 1.00 on December 31, 2015, and the last day of each fiscal quarter thereafter.
(c) maintaining a total leverage ratio of no greater than:
§ |  | 8.50 to 1.00 on December 31, 2012, and the last day of each fiscal quarter through December 31, 2013;
§ |  | 8.25 to 1.00 on March 31, 2014, and June 30, 2014;
§ |  | 8.00 to 1.00 on September 30, 2014;
§ |  | 7.50 to 1.00 on December 31, 2014;
§ |  | 6.50 to 1.00 on March 31, 2015, and the last day of each fiscal quarter through September 30, 2015; and
§ |  | 6.00 to 1.00 on December 31, 2015, and the last day of each fiscal quarter thereafter.
(d) limitations on:
§ |  | liens;
§ |  | sale of assets;
§ |  | payment of dividends; and
§ |  | mergers.
As of September 30, 2013, ratios calculated in accordance with the 2011 Credit Agreement, as amended, are as follows:
| As of September 30, 2013 |  |  | Covenant Limit |  |  | Excess Coverage |
Pro Forma Last Twelve Months Covenant EBITDA (In millions) | $ | 97.5 |  |  |  |  |  |  |
Pro Forma Last Twelve Months Interest Expense (In millions) | $ | 71.4 |  |  |  |  |  |  |
Senior Debt (In millions) | $ | 346.3 |  |  |  |  |  |  |
Total Debt (In millions) | $ | 673.3 |  |  |  |  |  |  |
Interest Coverage |  |  |  |  |  |  |  |  |
Covenant EBITDA / Interest Expense |  | 1.36 | x |  | 1.10 | x |  | 0.26 | x
Senior Secured Leverage |  |  |  |  |  |  |  |  |
Senior Secured Debt / Covenant EBITDA |  | 3.55 | x |  | 4.50 | x |  | 0.95 | x
Total Leverage |  |  |  |  |  |  |  |  |
Total Debt / Covenant EBITDA |  | 6.91 | x |  | 8.50 | x |  | 1.59 | x
EBITDA - Earnings before interest, taxes, depreciation and amortization |  |  |  |  |  |  |  |  |
In accordance with the 2011 Credit Agreement, as amended, the calculations for the ratios above do not include the operating results and related debt of TV One, but rather includes cash dividends from TV One for periods presented. As of September 30, 2013, the Company was in compliance with all of its financial covenants under the 2011 Credit Agreement, as amended. Under the terms of the 2011 Credit Agreement, as amended, interest on base rate loans is payable quarterly and interest on LIBOR loans is payable monthly or quarterly. The base rate is equal to the greater of: (i) the prime rate; (ii) the Federal Funds Effective Rate plus 0.50%; or (iii) the LIBOR Rate for a one-month period plus 1.00%. The applicable margin on the 2011 Credit Agreement is between (i) 4.50% and 5.50% on the revolving portion of the facility and (ii) 5.00% (with a base rate floor of 2.5% per annum) and 6.00% (with a LIBOR floor of 1.5% per annum) on the term portion of the facility. The average interest rate was 7.50% for the three months ended September 30, 2013. Quarterly installments of 0.25%, or $960,000, of the principal balance on the term loan are payable on the last day of each March, June, September and December. As of September 30, 2013, the Company had approximately $24.0 million of borrowing capacity under its revolving credit facility. After taking into consideration the financial covenants under the 2011 Credit Agreement, as amended, approximately $24.0 million was available to be borrowed. As of September 30, 2013, the Company had outstanding approximately $374.4 million on its term credit facility. During the three and nine months ended September 30, 2013, the Company repaid approximately $1.0 million and $2.9 million, respectively under the 2011 Credit Agreement, as amended. According to the terms of the Credit Agreement, as amended, there was no term loan principal repayment based on its December 31, 2012 excess cash flow calculation. The original issue discount is being reflected as an adjustment to the carrying amount of the debt obligation and amortized to interest expense over the term of the credit facility. Senior Subordinated Notes On November 24, 2010, we issued $286.8 million of our 121/2%/15% Senior Subordinated Notes due May 2016 (the “121/2%/15% Senior Subordinated Notes due May 2016”) in a private placement and exchanged and then cancelled approximately $97.0 million of $101.5 million in aggregate principal amount outstanding of our 8 7/8% senior subordinated notes due 2011 (the “2011 Notes”) and approximately $199.3 million of $200.0 million in aggregate principal amount outstanding of our 63/8% Senior Subordinated Notes that matured in February 2013 (the “2013 Notes” and the 2013 Notes together with the 2011 Notes, the “Prior Notes”). We entered into supplemental indentures in respect of each of the Prior Notes which waived any and all existing defaults and events of default that had arisen or may have arisen that may be waived and eliminated substantially all of the covenants in each indenture governing the Prior Notes, other than the covenants to pay principal and interest on the Prior Notes when due, and eliminated or modified the related events of default. Subsequently, all remaining outstanding 2011 Notes were repurchased pursuant to the indenture governing the 2011 Notes, effective as of December 24, 2010. As of September 30, 2013, the Company had outstanding $327.0 million of our 121/2%/15% Senior Subordinated Notes due May 2016. The 121/2%/15% Senior Subordinated Notes due May 2016 had a carrying value of $327.0 million and a fair value of approximately $331.5 million as of September 30, 2013. The fair values were determined based on the trading value of the instruments as of the reporting date. Interest payments under the terms of the 63/8% Senior Subordinated Notes that matured in February 2013, were due in February and August. Based on the $747,000 principal balance of the 63/8% Senior Subordinated Notes outstanding at December 31, 2012, interest payments of $24,000 were paid each February and August through February 2013. Interest on the 121/2%/15% Senior Subordinated Notes was initially payable in cash, or at our election, partially in cash and partially through the issuance of additional 121/2%/15% Senior Subordinated Notes (a “PIK Election”) on a quarterly basis in arrears on February 15, May 15, August 15 and November 15, commencing on February 15, 2011. We made a PIK Election with respect to interest accruing up to but not including May 15, 2012. With respect to interest accruing from and after May 15, 2012, such interest accrues at a rate of 121/2% payable in cash. Interest on the 121/2%/15% Senior Subordinated Notes due May 2016 accrued from the date of original issuance or, if interest had already been paid, from the date it was most recently paid. Interest accrues for each quarterly period at a rate of 121/2% for such quarterly period that interest is paid fully in cash. However, during the period the PIK Election was in effect, the interest paid in cash and the interest paid-in-kind (“PIK”) by issuance of additional 121/2%/15% Senior Subordinated Notes due May 2016 (“PIK Notes”) accrued for such quarterly period at 6.0% cash per annum and 9.0% PIK per annum. A PIK Election remained in effect until May 14, 2012. Beginning on May 15, 2012, interest accrued at a rate of 121/2% and was payable wholly in cash and the Company no longer had an option to pay any portion of its interest through the issuance of PIK Notes. During the year ended December 31, 2012, the Company issued approximately $14.2 million of additional 121/2%/15% Senior Subordinated Notes in accordance with the PIK Election that was in effect through May 14, 2012. The indentures governing the Company’s 121/2%/15% Senior Subordinated Notes also contain covenants that restrict, among other things, the ability of the Company to incur additional debt, purchase common stock, make capital expenditures, make investments or other restricted payments, swap or sell assets, engage in transactions with related parties, secure non-senior debt with assets, or merge, consolidate or sell all or substantially all of its assets. The Company conducts a portion of its business through its subsidiaries. Certain of the Company’s subsidiaries have fully and unconditionally guaranteed the Company’s 121/2%/15% Senior Subordinated Notes, the 63/8% Senior Subordinated Notes and the Company’s obligations under the 2011 Credit Agreement, as amended. TV One Senior Secured Notes On February 25, 2011, TV One issued $119.0 million in senior secured notes. The notes were issued in connection with the repurchase of equity interests from certain financial investors and TV One management. The notes bear interest at 10.0% per annum, which is payable monthly, and the entire principal amount is due on March 15, 2016. Future scheduled minimum principal payments of debt as of September 30, 2013, are as follows:
|  | Credit Facility |  | Senior Subordinated Notes |  | TV One Senior Secured Notes |  | Total |
October – December 2013 |  | $ | 960 |  | $ | — |  | $ | — |  | $ | 960 |
2014 |  |  | 3,840 |  |  | — |  |  | — |  |  | 3,840 |
2015 |  |  | 3,840 |  |  | — |  |  | — |  |  | 3,840 |
2016 |  |  | 365,776 |  |  | 327,034 |  |  | 119,000 |  |  | 811,810 |
Total Debt |  | $ | 374,416 |  | $ | 327,034 |  | $ | 119,000 |  | $ | 820,450 |
We continually evaluate opportunities based upon market conditions to refinance our outstanding indebtedness in order to reduce our borrowing costs, extend maturities and/or increase our operating flexibility. There can be no guarantee that any such refinancing opportunities will be available on acceptable terms or at all.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 19, 20, 22 -Article 5 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20,22) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 + Details
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