Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity

v3.3.1.900
Stockholders' Equity
 12 Months Ended
Dec. 31, 2015
Equity [Abstract]  
Stockholders' Equity

(14)

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 5,153,451 and 5,653,529 shares of common stock issued and 5,147,647 and 5,646,119 shares outstanding on December 31, 2015 and 2014, respectively.

As of December 31, 2015, 354,569 shares of common stock were reserved for issuance in connection with incentive stock based awards and common stock to be granted to members of our board of directors, employees and third parties.

Stock Repurchase Program

Since December 2012, our board of directors approved for repurchase an aggregate of $8,000,000 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, 2015, our cumulative repurchases since December 2012 under our stock repurchase program totaled 1,783,496 shares for $6,301,140, and $1,698,860 remained available under our stock repurchase program.

The following table summarizes our share repurchase activity for the years ended:

 

 

 

December 31, 2015

 

 

December 31, 2014

 

 

December 31, 2013

 

Share Repurchase Type

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

Open Market and Privately Negotiated

   Repurchases (a)

 

 

524,222

 

 

$

2,015,947

 

 

 

422,965

 

 

$

1,426,428

 

 

 

476,546

 

 

$

1,602,360

 

Liberty Media (b)

 

 

—

 

 

 

—

 

 

 

92,889

 

 

 

340,000

 

 

 

43,712

 

 

 

160,000

 

May 2014 ASR Agreement (c)

 

 

—

 

 

 

—

 

 

 

151,846

 

 

 

506,404

 

 

 

—

 

 

 

—

 

August 2014 ASR Agreement (d)

 

 

—

 

 

 

—

 

 

 

71,316

 

 

 

250,000

 

 

 

—

 

 

 

—

 

Total Repurchases

 

 

524,222

 

 

$

2,015,947

 

 

 

739,016

 

 

$

2,522,832

 

 

 

520,258

 

 

$

1,762,360

 

 

 

(a)

As of December 31, 2015, $23,727 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.  Pursuant to this agreement, we repurchased 43,712 shares of our common stock for $160,000 from Liberty Media in 2013.  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 and $20,393 to Loss on change in value of derivatives in our consolidated statements of comprehensive income during the years ended December 31, 2014 and 2013, respectively.

(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 and $12,745 for the years ended December 31, 2014 and 2013, respectively.  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.  In January 2013, Liberty Media converted its remaining shares of the Series B Preferred Stock into 1,293,509 shares of our common stock.  There were no shares of preferred stock issued or outstanding as of December 31, 2015 and 2014.

Warrants

As of December 31, 2015, there were no warrants outstanding.  We have issued warrants to purchase shares of our common stock in connection with distribution and programming agreements.  As of December 31, 2014, 16,667 warrants were outstanding and fully vested.  During the year ended December 31, 2015, these 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, 2015, 2014 and 2013.  Warrants were included in our calculation of diluted net income per common share as the effect was dilutive for the years ended December 31, 2014 and 2013.