Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity

v3.6.0.2
Stockholders' Equity
 12 Months Ended
Dec. 31, 2016
Equity [Abstract]  
Stockholders' Equity
Stockholders’ Equity
Common Stock, par value $0.001 per share
We are authorized to issue up to 9,000,000 shares of common stock. There were 4,746,047 and 5,153,451 shares of common stock issued and 4,740,947 and 5,147,647 shares outstanding on December 31, 2016 and 2015, respectively.
As of December 31, 2016, there were 362,541 shares of common stock reserved for issuance in connection with outstanding stock based awards and common stock to be granted to members of our board of directors, employees and third parties.
Dividend Declared, $0.01 per share
On October 26, 2016, our board of directors declared a dividend on our common stock in the amount of $0.01 per share of common stock to stockholders of record as of the close of business on November 9, 2016. The dividend was paid in cash on November 30, 2016 in the aggregate amount of $48,079.
Stock Repurchase Program
As of December 31, 2016, our board of directors had approved for repurchase an aggregate of $10,000,000 of our common stock.  Our board of directors did not establish an end date for this stock repurchase program.  Shares of common stock may be purchased from time to time on the open market, pursuant to pre-set trading plans meeting the requirements of Rule 10b5-1 under the Exchange Act, in privately negotiated transactions, including transactions with Liberty Media and its affiliates, or otherwise.  As of December 31, 2016, our cumulative repurchases since December 2012 under our stock repurchase program totaled 2,203,608 shares for $7,973,837, and $2,026,163 remained available under our stock repurchase program.
The following table summarizes our total share repurchase activity for the years ended:
 
 
December 31, 2016
 
December 31, 2015
 
December 31, 2014
Share Repurchase Type
 
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
Open Market (a)
 
420,111

 
$
1,672,697

 
524,222

 
$
2,015,947

 
422,965

 
$
1,426,428

Liberty Media (b)
 
—

 
—

 
—

 
—

 
92,889

 
340,000

May 2014 ASR Agreement (c)
 
—

 
—

 
—

 
—

 
151,846

 
506,404

August 2014 ASR Agreement (d)
 
—

 
—

 
—

 
—

 
71,316

 
250,000

Total Repurchases
 
420,111

 
$
1,672,697

 
524,222

 
$
2,015,947

 
739,016

 
$
2,522,832

(a)
As of December 31, 2016, $22,906 of common stock repurchases had not settled, nor been retired, and were recorded as Treasury stock within our consolidated balance sheets and consolidated statements of stockholders’ (deficit) equity.
(b)
On October 9, 2013, we entered into an agreement to repurchase $500,000 of our common stock from Liberty Media. In April 2014, we completed the final purchase installment and repurchased 92,889 shares of our common stock for $340,000 from Liberty Media at a price of $3.66 per share. As there were certain terms in the forward purchase contract with Liberty Media that could have caused the obligation not to be fulfilled, the instrument was classified as a liability and was marked to fair value with any gain or loss recorded to our consolidated statements of comprehensive income. We recognized $34,485 to Loss on change in value of derivatives in our consolidated statements of comprehensive income during the year ended December 31, 2014.
(c)
In May 2014, we entered into an accelerated share repurchase agreement (the “May 2014 ASR Agreement”) under which we prepaid $600,000 to a third-party financial institution to repurchase our common stock. Under the May 2014 ASR Agreement, we received 151,846 shares of our common stock which were retired upon receipt and the counterparty returned to us $93,596 for the unused portion of the original prepayment.
(d)
In August 2014, we entered into an accelerated share repurchase agreement (the “August 2014 ASR Agreement”) under which we prepaid $250,000 to a third-party financial institution to repurchase our common stock. Under the August 2014 ASR Agreement, we received an aggregate of 71,316 shares of our common stock that were retired upon receipt.
Share Lending Arrangements
To facilitate the offering of the Exchangeable Notes, we entered into share lending agreements with Morgan Stanley Capital Services Inc. and UBS AG London Branch in July 2008. All loaned shares were returned to us as of October 2011, and the share lending agreements were terminated.
We recorded interest expense related to the amortization of the costs associated with the share lending arrangement and other issuance costs for our Exchangeable Notes of $12,701 for the year ended December 31, 2014. These costs were fully amortized as of December 31, 2014 as the Exchangeable Notes matured on December 1, 2014.
Preferred Stock, par value $0.001 per share
We are authorized to issue up to 50,000 shares of undesignated preferred stock with a liquidation preference of $0.001 per share.  There were no shares of preferred stock issued or outstanding as of December 31, 2016 and 2015.
Warrants
As of December 31, 2016, there were no warrants outstanding. We have previously issued warrants to purchase shares of our common stock in connection with distribution and programming agreements. During the year ended December 31, 2015, warrants with an exercise price of $2.50 per share were exercised on a net settlement basis, resulting in the issuance of 6,010 shares of our common stock. Except for an insignificant amount of warrant expense associated with the extension of the warrants during the three months ended March 31, 2015, we did not incur warrant related expenses during the years ended December 31, 2016, 2015 and 2014. For the year ended December 31, 2014, 16,667 warrants were outstanding and fully vested. Warrants were included in our calculation of diluted net income per common share as the effect was dilutive for the year ended December 31, 2014.