Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Jun. 30, 2014 | Feb. 20, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SALM | ||
Entity Registrant Name | SALEM MEDIA GROUP, INC. /DE/ | ||
Entity Central Index Key | 1050606 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $85,498,373 | ||
Class A Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 19,783,365 | ||
Class B Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,553,696 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $33,000 | $65,000 |
Trade accounts receivable (net of allowances of $10,809 in 2013 and $12,727 in 2014) | 34,781,000 | 37,627,000 |
Other receivables | 3,546,000 | 720,000 |
Inventories (net of reserves of $1,227 in 2014) | 572,000 | |
Prepaid expenses | 5,580,000 | 4,049,000 |
Deferred income taxes | 8,153,000 | 6,876,000 |
Assets held for sale | 1,700,000 | 1,700,000 |
Assets of discontinued operations | 8,000 | |
Total current assets | 54,365,000 | 51,045,000 |
Notes receivable (net of allowance of $548 in 2013 and $539 in 2014) | 228,000 | 1,866,000 |
Fair value of interest rate swap | 475,000 | 3,177,000 |
Property and equipment (net of accumulated depreciation of $145,215 in 2013 and $155,495 in 2014) | 99,227,000 | 98,928,000 |
Broadcast licenses | 385,726,000 | 381,836,000 |
Goodwill | 24,684,000 | 22,374,000 |
Other indefinite-lived intangible assets | 833,000 | 868,000 |
Amortizable intangible assets (net of accumulated amortization of $27,933 in 2013 and $34,130 in 2014) | 12,395,000 | 8,793,000 |
Deferred financing costs | 3,166,000 | 4,130,000 |
Other assets | 2,060,000 | 2,096,000 |
Total assets | 583,159,000 | 575,113,000 |
Current liabilities: | ||
Accounts payable | 2,964,000 | 3,960,000 |
Accrued expenses | 12,704,000 | 7,888,000 |
Accrued compensation and related expenses | 8,777,000 | 6,913,000 |
Accrued interest | 48,000 | 37,000 |
Deferred revenue | 13,205,000 | 9,721,000 |
Income tax payable | 154,000 | 142,000 |
Current portion of long-term debt and capital lease obligations | 1,898,000 | 3,121,000 |
Total current liabilities | 39,750,000 | 31,782,000 |
Long-term debt and capital lease obligations, less current portion | 275,607,000 | 287,672,000 |
Deferred income taxes | 49,109,000 | 43,457,000 |
Deferred revenue | 10,576,000 | 9,965,000 |
Other liabilities | 4,123,000 | 452,000 |
Total liabilities | 379,165,000 | 373,328,000 |
Commitments and contingencies (Note 10) | ||
Stockholders' Equity: | ||
Additional paid-in capital | 240,493,000 | 237,579,000 |
Accumulated deficit | -2,770,000 | -2,062,000 |
Treasury stock, at cost (2,317,650 shares at December 31, 2013 and 2014) | -34,006,000 | -34,006,000 |
Total stockholders' equity | 203,994,000 | 201,785,000 |
Total liabilities and stockholders' equity | 583,159,000 | 575,113,000 |
Class A Common Stock [Member] | ||
Stockholders' Equity: | ||
Common stock | 221,000 | 218,000 |
Class B Common Stock [Member] | ||
Stockholders' Equity: | ||
Common stock | $56,000 | $56,000 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Trade accounts receivable, allowances | $12,727,000 | $10,809,000 |
Inventories, reserves | 1,227,000 | |
Notes receivable, allowance | 539,000 | 548,000 |
Property and equipment, accumulated depreciation | 155,495,000 | 145,215,000 |
Amortizable intangible assets, accumulated amortization | $34,130,000 | $27,933,000 |
Treasury stock, shares | 2,317,650 | 2,317,650 |
Class A Common Stock [Member] | ||
Common stock, par value | $0.01 | $0.01 |
Common stock, authorized | 80,000,000 | 80,000,000 |
Common stock, issued | 22,082,140 | 21,803,303 |
Common stock, outstanding | 19,764,490 | 19,485,653 |
Class B Common Stock [Member] | ||
Common stock, par value | $0.01 | $0.01 |
Common stock, authorized | 20,000,000 | 20,000,000 |
Common stock, issued | 5,553,696 | 5,553,696 |
Common stock, outstanding | 5,553,696 | 5,553,696 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | |||
Net broadcast revenue | $192,923,000 | $188,544,000 | $187,640,000 |
Net digital media revenue | 46,862,000 | 35,156,000 | 28,166,000 |
Net publishing revenue | 26,751,000 | 13,234,000 | 13,373,000 |
Total net revenue | 266,536,000 | 236,934,000 | 229,179,000 |
Operating expenses: | |||
Broadcast operating expenses, exclusive of depreciation and amortization shown below (including $1,357, $1,428 and $1,454 for the years ended December 31, 2012, 2013 and 2014, respectively, paid to related parties) | 138,564,000 | 129,857,000 | 126,514,000 |
Digital media operating expenses, exclusive of depreciation and amortization shown below | 36,232,000 | 25,741,000 | 22,848,000 |
Publishing operating expenses exclusive of depreciation and amortization shown below | 26,143,000 | 14,280,000 | 13,339,000 |
Unallocated corporate expenses, exclusive of depreciation and amortization shown below (including $386, $239 and $274 for the years ended December 31, 2012, 2013 and 2014, respectively, paid to related parties) | 17,092,000 | 16,081,000 | 14,396,000 |
Depreciation | 12,629,000 | 12,448,000 | 12,343,000 |
Amortization | 6,196,000 | 2,814,000 | 2,304,000 |
Change in the estimated fair value of contingent earn-out consideration | 734,000 | ||
Impairment of indefinite-lived long-term assets other than goodwill | 34,000 | 1,006,000 | 88,000 |
Impairment of goodwill | 45,000 | 438,000 | |
Impairment of long-lived assets | 6,808,000 | ||
(Gain) loss on the sale or disposal of assets | 251,000 | -264,000 | 49,000 |
Total operating expenses | 237,920,000 | 202,401,000 | 198,689,000 |
Operating income from continuing operations | 28,616,000 | 34,533,000 | 30,490,000 |
Other income (expense): | |||
Interest income | 45,000 | 68,000 | 106,000 |
Interest expense (including $427, $154 and $0 for the years ended December 31, 2012, 2013 and 2014, respectively, due to related parties) | -15,993,000 | -16,892,000 | -24,911,000 |
Change in the fair value of interest rate swap | -2,702,000 | 3,177,000 | |
Loss on early retirement of long-term debt | -391,000 | -27,795,000 | -1,088,000 |
Net miscellaneous income and (expenses) | 665,000 | 18,000 | 79,000 |
Income (loss) from continuing operations before income taxes | 10,240,000 | -6,891,000 | 4,676,000 |
Provision for (benefit from) income taxes | 4,765,000 | -4,192,000 | 153,000 |
Income (loss) from continuing operations | 5,475,000 | -2,699,000 | 4,523,000 |
Loss from discontinued operations, net of tax | -37,000 | -95,000 | |
Net income (loss) | $5,475,000 | ($2,736,000) | $4,428,000 |
Basic earnings (loss) per share data: | |||
Earnings (loss) per share from continuing operations | $0.21 | ($0.11) | $0.18 |
Earnings (loss) per share from discontinued operations | |||
Basic earnings (loss) per share | $0.21 | ($0.11) | $0.18 |
Diluted earnings (loss) per share data: | |||
Earnings (loss) per share from continuing operations | $0.21 | ($0.11) | $0.18 |
Earnings (loss) from discontinued operations | |||
Diluted earnings (loss) per share | $0.21 | ($0.11) | $0.18 |
Distributions per share | $0.24 | $0.21 | $0.14 |
Basic weighted average shares outstanding | 25,336,809 | 24,938,075 | 24,577,605 |
Diluted weighted average shares outstanding | 26,081,175 | 24,938,075 | 24,986,966 |
CONSOLIDATED_STATEMENTS_OF_OPE1
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Broadcast operating expenses exclusive of depreciation and amortization | $138,564 | $129,857 | $126,514 |
Unallocated corporate expenses exclusive of depreciation and amortization | 17,092 | 16,081 | 14,396 |
Related Party [Member] | |||
Broadcast operating expenses exclusive of depreciation and amortization | 1,454 | 1,428 | 1,357 |
Unallocated corporate expenses exclusive of depreciation and amortization | 274 | 239 | 386 |
Interest expense on related party debt | $0 | $154 | $427 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Class A Common Stock [Member] | Class B Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Treasury Stock [Member] |
In Thousands, except Share data | ||||||
Beginning Balance at Dec. 31, 2011 | $203,048 | $210 | $56 | $231,972 | $4,816 | ($34,006) |
Beginning Balance (in shares) at Dec. 31, 2011 | 21,051,305 | 5,553,696 | ||||
Stock-based compensation | 1,368 | 1,368 | ||||
Options exercised (in shares) | 261,205 | 261,205 | ||||
Options exercised | 409 | 3 | 406 | |||
Tax benefit related to stock options exercised | 228 | 228 | ||||
Cash distributions | -3,412 | -3,412 | ||||
Net income (loss) | 4,428 | 4,428 | ||||
Ending Balance at Dec. 31, 2012 | 206,069 | 213 | 56 | 233,974 | 5,832 | -34,006 |
Ending Balance (in shares) at Dec. 31, 2012 | 21,312,510 | 5,553,696 | ||||
Stock-based compensation | 1,849 | 1,849 | ||||
Lapse of restricted shares | 79,810 | |||||
Options exercised (in shares) | 410,983 | 410,983 | ||||
Options exercised | 1,422 | 5 | 1,417 | |||
Tax benefit related to stock options exercised | 339 | 339 | ||||
Cash distributions | -5,158 | -5,158 | ||||
Net income (loss) | -2,736 | -2,736 | ||||
Ending Balance at Dec. 31, 2013 | 201,785 | 218 | 56 | 237,579 | -2,062 | -34,006 |
Ending Balance (in shares) at Dec. 31, 2013 | 21,803,303 | 5,553,696 | ||||
Stock-based compensation | 1,576 | 1,576 | ||||
Options exercised (in shares) | 278,837 | 278,837 | ||||
Options exercised | 1,221 | 3 | 1,218 | |||
Tax benefit related to stock options exercised | 120 | 120 | ||||
Cash distributions | -6,183 | -6,183 | ||||
Net income (loss) | 5,475 | 5,475 | ||||
Ending Balance at Dec. 31, 2014 | $203,994 | $221 | $56 | $240,493 | ($2,770) | ($34,006) |
Ending Balance (in shares) at Dec. 31, 2014 | 22,082,140 | 5,553,696 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
OPERATING ACTIVITIES | |||
Income (loss) from continuing operations | $5,475,000 | ($2,699,000) | $4,523,000 |
Adjustments to reconcile income (loss) from continuing operations to net cash provided by continuing operating activities: | |||
Non-cash stock-based compensation | 1,576,000 | 1,849,000 | 1,368,000 |
Tax benefit related to stock options exercised | 120,000 | 339,000 | 228,000 |
Depreciation and amortization | 18,825,000 | 15,262,000 | 14,647,000 |
Amortization of bond issue costs and bank loan fees | 643,000 | 853,000 | 1,291,000 |
Amortization and accretion of financing items | 187,000 | 194,000 | 179,000 |
Accretion of acquisition-related deferred payments and contingent consideration | 576,000 | ||
Provision for bad debts | 3,026,000 | 3,456,000 | 2,554,000 |
Deferred income taxes | 4,375,000 | -4,764,000 | -329,000 |
Impairment of indefinite-lived long-term assets other than goodwill | 34,000 | 1,006,000 | 88,000 |
Impairment of goodwill | 45,000 | 438,000 | |
Impairment of long-lived assets | 6,808,000 | ||
Change in the fair value of interest rate swaps | 2,702,000 | -3,177,000 | |
Change in the estimated fair value of contingent earn-out consideration | 734,000 | ||
(Gain) loss on the sale or disposal of assets | 251,000 | -264,000 | 49,000 |
Loss on early retirement of debt | 391,000 | 27,795,000 | 1,088,000 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 4,756,000 | -3,049,000 | -2,556,000 |
Prepaid expenses and other current assets | 210,000 | -50,000 | 118,000 |
Accounts payable and accrued expenses | 4,041,000 | -4,733,000 | 3,291,000 |
Deferred revenue | -4,929,000 | -3,688,000 | -2,240,000 |
Other liabilities | -1,125,000 | ||
Income taxes payable | 12,000 | -33,000 | -30,000 |
Net cash provided by continuing operating activities | 41,925,000 | 28,735,000 | 31,077,000 |
INVESTING ACTIVITIES | |||
Capital expenditures | -10,074,000 | -10,639,000 | -8,549,000 |
Deposits (release) of cash held in escrow pursuant to acquisition and sale activity | -65,000 | 81,000 | -725,000 |
Purchases of broadcast assets and radio stations | -6,195,000 | -5,500,000 | -3,330,000 |
Proceeds from the sale of assets | 1,370,000 | 477,000 | 907,000 |
Restricted cash | 110,000 | ||
Other | -283,000 | -179,000 | -114,000 |
Net cash used in investing activities of continuing operations | -21,734,000 | -17,737,000 | -19,066,000 |
FINANCING ACTIVITIES | |||
Payments to redeem Terminated 9 5/8% Notes | -213,500,000 | -21,500,000 | |
Payments of bond premium in connection with early redemptions and repurchases of the Terminated 95/8% Notes | -22,677,000 | -645,000 | |
Payments of costs related to bank credit facility | -13,000 | -4,394,000 | -149,000 |
Proceeds from borrowings under terminated credit facilities and subordinated debt | 46,747,000 | 154,169,000 | |
Payments under terminated credit facilities and subordinated debt | -87,220,000 | -144,669,000 | |
Proceeds from Terminated Subordinated Debt due to Related Parties | 27,000,000 | ||
Payments to Terminated Subordinated Debt due to Related Parties | -15,000,000 | -21,000,000 | |
Payments of contingent earn-out consideration | -300,000 | ||
Payment of seller financed note | -2,000,000 | ||
Proceeds from exercise of stock options | 1,221,000 | 1,422,000 | 409,000 |
Payment of cash distribution on common stock | -6,183,000 | -5,158,000 | -3,412,000 |
Payments on capital lease obligations | -130,000 | -122,000 | -125,000 |
Book overdraft | -1,352,000 | 876,000 | -1,775,000 |
Net cash used in financing activities | -20,223,000 | -11,276,000 | -11,697,000 |
CASH FLOWS FROM DISCONTINUED OPERATIONS | |||
Operating cash flows | -37,000 | -1,000 | |
Total cash outflows from discontinued operations | -37,000 | -1,000 | |
Net increase (decrease) in cash and cash equivalents | -32,000 | -315,000 | 313,000 |
Cash and cash equivalents at beginning of period | 65,000 | 380,000 | 67,000 |
Cash and cash equivalents at end of period | 33,000 | 65,000 | 380,000 |
Cash paid during the period for: | |||
Cash paid for interest net of capitalized interest (including $322, $296 and $0 for the years ended December 31, 2012, 2013 and 2014, respectively, paid to related parties) | 14,518,000 | 16,747,000 | 23,448,000 |
Cash paid for income taxes | 257,000 | 242,000 | 220,000 |
Other supplemental disclosures of cash flow information: | |||
Trade revenue | 6,227,000 | 5,917,000 | 5,270,000 |
Trade expense | 6,052,000 | 4,897,000 | 5,309,000 |
Non-cash investing and financing activities: | |||
Present value of advertising credit payable | 2,427,000 | ||
Seller financed note due directly to seller of station assets | 2,000,000 | ||
Estimated present value of contingent earn-out consideration | 2,047,000 | 616,000 | |
Deferred payments due 2014 under asset purchase agreement | 600,000 | 300,000 | |
Present value of deferred cash payments (due 2015) | 893,000 | ||
Present value of deferred cash payments (due 2016) | 2,289,000 | ||
Assets acquired under capital leases | 64,000 | 118,000 | 27,000 |
Internet [Member] | |||
INVESTING ACTIVITIES | |||
Purchases of businesses and assets | -3,713,000 | -1,977,000 | -7,365,000 |
Publishing [Member] | |||
INVESTING ACTIVITIES | |||
Purchases of businesses and assets | -2,774,000 | ||
Term Loan B [Member] | |||
Adjustments to reconcile income (loss) from continuing operations to net cash provided by continuing operating activities: | |||
Amortization of bond issue costs and bank loan fees | 300,000 | 300,000 | |
Loss on early retirement of debt | -100,000 | ||
FINANCING ACTIVITIES | |||
Proceeds from borrowings under Term Loan B and Revolver | 298,500,000 | ||
Payments under Term Loan B and Revolver | -15,250,000 | -8,750,000 | |
Revolver [Member] | |||
FINANCING ACTIVITIES | |||
Proceeds from borrowings under Term Loan B and Revolver | 56,510,000 | 30,961,000 | |
Payments under Term Loan B and Revolver | ($54,726,000) | ($30,961,000) |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract] | |||
Debt, interest rate | 9.63% | 9.63% | 9.63% |
Cash paid for interest, capitalized interest paid to related parties | $0 | $296 | $322 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||||||
Basis of Presentation | |||||||||||||||||||||
The accompanying consolidated financial statements of Salem Media Group, Inc. (“Salem” “we,” “us,” “our” or the “company”) include the company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. | |||||||||||||||||||||
Description of Business | |||||||||||||||||||||
Salem is a diversified multi-media company with integrated operations including radio broadcasting, digital media, and publishing. Our programming is intended for audiences interested in Christian and family-themed content and conservative news talk. | |||||||||||||||||||||
Our foundational business is the ownership and operation of radio stations in large metropolitan markets. We also own and operate Salem Radio Network® (“SRN”), SRN News Network (“SNN”), Salem Music Network (“SMN”), Solid Gospel Network (“SGN”), Salem Media Representatives (“SMR”) and Vista Media Representatives (“VMR”). SRN, SNN, SMN and SGN are networks that develop, produce and syndicate a broad range of programming specifically targeted to Christian and family-themed talk stations, music stations and general News Talk stations throughout the United States, including Salem owned and operated stations. SMR a national advertising sales firm with offices in 11 U.S. cities, specializes in placing national advertising on religious and other commercial radio stations. As of December 2014, we merged Vista Media Representatives (“VMR”), our national advertising sales firm established for non-Christian format stations, into SMR as our SMR and VMR sales teams consistently pursue advertising for all station formats. | |||||||||||||||||||||
Web based and digital content has been a significant growth area for Salem and continues to be a focus of future development. Salem Web Network™ (“SWN”) and our other web based businesses provide Christian and conservative-themed content, audio and video streaming, and other resources digitally through the web. SWN's web portals include Christian content websites: OnePlace.com, Christianity.com, Crosswalk.com®, GodVine.com, Jesus.org and BibleStudyTools.com. Our conservative opinion websites, collectively known as Townhall Media, include Townhall.com™, HotAir.com, Twitchy.com, HumanEvents.com and RedState.com. We also issue digital newsletters, including Eagle Financial Publications, that provide market analysis and investment advice for individual subscribers from financial commentators. Church product websites including WorshipHouseMedia.com, SermonSpice.com, and ChurchStaffing.com offer downloads and service platforms to pastors and other educators. Our web content is accessible through all of our radio station websites that feature content of interest to local listeners throughout the United States. | |||||||||||||||||||||
E-commerce sites include Salem Consumer Products (”SCP”), an e-commerce business that sells books, DVD's and editorial content developed by our on-air personalities, Eagle Wellness, an online site offering complimentary health advice and sales of nutritional products. | |||||||||||||||||||||
Our acquisition of Regnery Publishing on January 10, 2014, represented a major shift in our publishing operating segment. Regnery Publishing is a publisher of conservative books that was founded in 1947. Regnery has published dozens of bestselling books by leading conservative authors and personalities, including Ann Coulter, Newt Gingrich, Michelle Malkin, David Limbaugh, Ed Klein, Laura Ingraham, Mark Steyn and Dinesh D'Souza. | |||||||||||||||||||||
Our publishing operating segment also includes Salem Publishing™ and Xulon Press. Salem Publishing™ produces and distributes numerous Christian and conservative opinion print magazines, including: Homecoming® The Magazine, YouthWorker Journal™, Singing News®, FaithTalk Magazine™, and Preaching Magazine™. Through December 2014, we also printed and produced Townhall Magazine™. Xulon Press™ is a print-on-demand self-publishing service for Christian authors. | |||||||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||||||
We consider all highly liquid debt instruments, purchased with an initial maturity of three-months or less, to be cash equivalents. The carrying value of our cash equivalents approximated fair value at each balance sheet date. | |||||||||||||||||||||
Restricted Cash | |||||||||||||||||||||
Restricted cash includes amounts that are contractually restricted in connection with a security agreement between the company and Traveler's Insurance. | |||||||||||||||||||||
Trade Accounts Receivable | |||||||||||||||||||||
Trade accounts receivable represent receivables from customers for the sale of advertising, block program time, sponsorships and events, product sales, royalties, video and graphic downloads, subscriptions, book sales and author fees. Our receivables are recorded as invoiced and represent claims that will be settled in cash. The carrying value of our receivables, net of the allowance for doubtful accounts and estimated sales returns, represents their estimated net realizable value. | |||||||||||||||||||||
Allowance for Doubtful Accounts | |||||||||||||||||||||
We evaluate the balance reserved in our allowance for doubtful accounts on a quarterly basis based on our historical collection experience, the age of the receivables, specific customer information and current economic conditions. Past due balances are generally are not written-off until all of our collection efforts have been unsuccessful, including use of a collections agency. A considerable amount of judgment is required in assessing the likelihood of ultimate realization of these receivables including the current creditworthiness of each customer. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. | |||||||||||||||||||||
Sales Returns | |||||||||||||||||||||
We provide for estimated returns for products sold with the right of return, primarily book sales associated with Regnery Publishing and nutritional products sold through Eagle Wellness. We record an estimate of these product returns as a reduction of revenue in the period of the sale. Our estimates are based upon historical sales returns, the amount of current period sales, economic trends and any changes in customer demand and acceptance of our products. We regularly monitor actual performance to estimated return rates and make adjustments as necessary. Estimated return rates utilized for establishing estimated returns reserves have approximated actual returns experience. However, actual returns may differ significantly, either favorably or unfavorably, from these estimates if factors such as the historical data we used to calculate these estimates do not properly reflect future returns or as a result of changes in economic conditions of the customer and/or its market. | |||||||||||||||||||||
Revenue Recognition | |||||||||||||||||||||
Revenue is recognized as it is earned in accordance with applicable guidelines. We consider amounts to be earned once evidence of an arrangement has been obtained, services are performed, fees are fixed or determinable and collectability is reasonably assured. | |||||||||||||||||||||
We account for broadcast revenue from the sale of airtime for programs or spots as the program or advertisement is broadcast. Revenues are reported net of agency commissions, which are calculated as a stated percentage applied to gross billings. Digital revenue is recognized upon delivery of page-views, delivery of impressions as specified in the contract, delivery of the digital newsletter or email, or upon delivery of the advertisement or programming content via streaming. Revenues are reported net of agency commissions, which are calculated as a stated percentage applied to gross billings. Revenue from product sales and book sales are recognized upon shipment net of distribution fees and an allowance for sales returns. Revenues from advertisements in our print magazines are recognized upon delivery of the publication net of agency commissions, which are calculated as a stated percentage applied to gross billings. Subscription revenue from our print magazines and digital newsletters is recognized over the life of the related subscription. | |||||||||||||||||||||
Multiple-Deliverables | |||||||||||||||||||||
We may enter bundled advertising agreements that include spot advertisements on our radio stations, digital banner placements, print magazine advertisements and sponsorship promotions such as booth space at a station event, or some combination thereof. The multiple deliverables contained in each agreement are accounted for separately over their respective delivery period provided that they are separate units of accounting. The selling price used for each deliverable is based on vendor specific objective evidence if available or estimated selling price if vendor specific objective evidence is not available. Objective evidence of fair value includes the price charged for each element when it is sold separately. The estimated selling price is the price that we would transact if the deliverable was sold regularly on a standalone basis. Arrangement consideration is allocated at the inception of each arrangement to all deliverables using the relative selling price method. The relative selling price method allocates any discount in the arrangement proportionally to each deliverable on the basis of each deliverable's selling price. | |||||||||||||||||||||
Barter Transactions | |||||||||||||||||||||
We may provide advertising time in exchange for certain products, supplies and services. The terms of the exchanges generally permit for the preemption of such broadcast time in favor of advertisers who purchase time on regular terms. We include the value of such exchanges in both net broadcasting revenues and broadcast operating expenses. The value recorded for barter revenues is based upon management's estimate of the fair value of the products, supplies and services received. | |||||||||||||||||||||
Advertising time that our radio stations exchange for goods and or services is recorded as barter revenue when the advertisement is broadcast at an amount equal to our estimate fair value of what was received. The value of the goods or services received in such barter transactions is charged to expense as used. Barter advertising revenue included in broadcast revenue for the years ended December 31, 2012, 2013 and 2014 was approximately $5.3 million, $5.6 million and $6.0 million, respectively. Barter expenses included in broadcast operating expense for the years ended December 31, 2012, 2013 and 2014 was approximately $5.3 million, $4.8 million and $6.0 million. | |||||||||||||||||||||
Accounting for Stock-Based Compensation | |||||||||||||||||||||
We account for stock-based compensation under the provisions of FASB ASC Topic 718 “Compensation—Stock Compensation.” We record equity awards with stock-based compensation measured at the fair value of the award as of the grant date. We determine the fair value of our options using the Black-Scholes option-pricing model that requires the input of highly subjective assumptions, including the expected stock price volatility and expected term of the options granted. The exercise price for options is equal to the closing market price of Salem Media Group common stock as of the date of grant. | |||||||||||||||||||||
We use the straight-line attribution method to recognize share-based compensation costs over the service period of the award. Upon exercise, cancellation, forfeiture, or expiration of stock options, or upon vesting or forfeiture of restricted stock awards, deferred tax assets for options and restricted stock awards with multiple vesting dates are eliminated for each vesting period on a first-in, first-out basis as if each vesting period was a separate award. To calculate the excess tax benefits available as of the date of adoption for use in offsetting future tax shortfalls, we followed the alternative transition method discussed in the FASB ASC Topic 718. | |||||||||||||||||||||
Accounting for Acquisitions and Upgrades of Radio Station and Other Assets | |||||||||||||||||||||
A majority of our radio station acquisitions have consisted primarily of the FCC licenses to broadcast in a particular market. We often do not acquire the existing format, or we change the format upon acquisition when we find it beneficial. As a result, a substantial portion of the purchase price for the assets of a radio station is allocated to the broadcast license. We may retain a third-party appraiser to estimate the fair value of these radio stations and networks assets. As part of the valuation and appraisal process, the third-party appraiser prepares a report assigning estimated fair values to the various asset categories in our financial statements. The estimated fair value assigned to the FCC license and other assets are subjective in nature and require careful consideration and judgment. Management reviews the third party reports for reasonableness of the assigned values. We believe that these valuations and analysis provide appropriate estimates of the fair value for net assets acquired. | |||||||||||||||||||||
Property and equipment are recorded at their estimated fair value and depreciated on a straight-line basis over their estimated useful lives. Finite-lived intangible assets are recorded at their estimated fair value and amortized on a straight-line basis over their estimated useful lives. Goodwill, which represents the organizational systems and procedures in place to ensure the effective operation of the entity, may also be recorded and tested for impairment. Costs associated with acquisitions, such as consulting and legal fees, are expensed as incurred in corporate operating expenses. | |||||||||||||||||||||
We undertake projects from time to time to upgrade our radio station technical facilities and/or FCC broadcast licenses. Our policy is to capitalize costs incurred up to the point where the project is complete, at which time we transfer the costs to the appropriate fixed asset and/or intangible asset categories. When the completion of a project is contingent upon FCC or other regulatory approval, we assess the probable future benefit of the asset at the time that it is recorded and monitor it through the FCC or other regulatory approval process. In the event the required approval is not considered probable or the project is abandoned, we write-off the capitalized costs of the project. | |||||||||||||||||||||
Accounting for Acquisitions | |||||||||||||||||||||
We account for business acquisitions in accordance with the acquisition method of accounting as specified in FASB ASC Topic 805 Business Combinations. The total acquisition consideration is allocated to assets acquired and liabilities assumed based on their estimated fair values as of the date of the transaction. Estimates of the fair value include discounted estimated cash flows to be generated by the assets and their expected useful lives based on historical experience, market trends and any synergies believed to be achieved from the acquisition. Acquisitions may include contingent consideration, the fair value of which is estimated as of the acquisition date as the present value of the expected contingent payments as determined using weighted probabilities of the payment amounts. We may retain a third-party appraiser to estimate the fair value of the acquired net assets as of the acquisition date. As part of the valuation and appraisal process, the third-party appraiser prepares a report assigning estimated fair values to the various asset categories in our financial statements. These fair value estimates are subjective in nature and require careful consideration and judgment. Management reviews the third party reports for reasonableness of the assigned values. We believe that these valuations and analysis provide appropriate estimates of the fair value for net assets acquired. | |||||||||||||||||||||
Property and equipment are recorded at the estimated fair value and depreciated on a straight-line basis over their estimated useful lives. Finite-lived intangible assets are recorded at their estimated fair value and amortized on a straight-line basis over their estimated useful lives. Goodwill, which represents the organizational systems and procedures in place to ensure the effective operation of the entity, may also be recorded and tested for impairment. Costs associated with acquisitions, such as consulting and legal fees, are expensed as incurred in corporate operating expenses. | |||||||||||||||||||||
Accounting for Contingent Consideration | |||||||||||||||||||||
Our acquisitions may include contingent consideration as part of the purchase price. The fair value of the contingent consideration is estimated as of the acquisition date based on the present value of the contingent payments to be made using a weighted probability of possible payments. The unobservable inputs used in the determination of the fair value of the contingent consideration include managements assumptions about the likelihood of payment based on the established benchmarks and discount rates based on internal rate of return analysis. The fair value measurement includes inputs that are Level 3 measurement as discussed in Note 8 to our consolidated financial statements included in this annual report on Form 10-K. Should actual results increase or decrease as compared to the assumption used in our analysis, the fair value of the contingent consideration obligations will increase or decrease, up to the contracted limit, as applicable. Changes in the fair value of the contingent earn-out consideration could cause a material impact and volatility in our operating results. | |||||||||||||||||||||
Accounting for Discontinued Operations | |||||||||||||||||||||
We regularly review underperforming assets to determine if a sale or disposal might be a better way to monetize the assets. When a station, group of stations, or other asset group is considered for sale or disposal, we review the transaction to determine if or when the entity qualifies as a discontinued operation in accordance with the criteria of FASB ASC Topic 205-20 “Discontinued Operations.” In April 2014, the FASB issued authoritative guidance which raises the threshold for disposals to qualify as discontinued operations. Under the new guidance, a discontinued operation is (1) a component of an entity or group of components that have been disposed of or are classified as held for sale and represent a strategic shift that has or will have a major effect on an entity's operations and financial results, or (2) an acquired business that is classified as held for sale on the acquisition date. | |||||||||||||||||||||
For our radio stations, we define a cluster as a group of radio stations operating in the same geographic market, sharing the same building, equipment, and managed by a single general manager. The cluster level is the lowest level for which discrete financial information and cash flows are available and the level reviewed by management to analyze operating results. General Managers are compensated based on the results of their cluster as a whole, not the results of any individual radio stations. We have determined that a radio market qualifies for a discontinued operation when management, having the authority to approve the action, commits to a plan to sell the asset (disposal group), the sale is probable, and the sale will result in the exit of a particular geographic market. | |||||||||||||||||||||
During the 4th quarter of 2011, based on operating results that did not meet expectations, we ceased operating Samaritan Fundraising as of December 31, 2011. Samaritan Fundraising, was reported in our Digital Media operations, was a web-based fundraising products company operating from a single facility in Fairfax, VA, under the control of one general manager. As a result of our decision to close operations, there were no material cash flows associated with this entity and we have no ongoing or further involvement in the operations of this entity. We reported the operating results and net assets of this entity as a discontinued operation for all periods presented based on authoritative guidance at that time. | |||||||||||||||||||||
We elected to early-adopt the FASB guidance for discontinued operations issued in April 2014. As of December 2014, we determined that we will no longer produce or distribute TownHall.com magazine. The last issue was delivered in December 2014. Under the new guidance, the ceasing of this publication does not represent a strategic shift in our operations and does not qualify as a discontinued operation. | |||||||||||||||||||||
The markets and entities that we have accounted for as a discontinued operation are explained in more fully in “Note 4 – Acquisitions and Recent Transactions.” | |||||||||||||||||||||
Accounting for Property and Equipment | |||||||||||||||||||||
Property and equipment are recorded at cost less accumulated depreciation. Cost represents the historical cost of acquiring the asset, including the costs necessarily incurred to bring it to the condition and location necessary for its intended use. For assets constructed for our own use, such as towers and buildings that are discrete projects for which costs are separately accumulated and for which construction takes considerable time, we record capitalized interest. The amount capitalized is the cost that could have been avoided had the asset not been constructed and is based on the average accumulated expenditures incurred over the capitalization period at the weighted average rate applicable to our outstanding variable rate debt. We capitalized interest of $0.1 million and $0.2 million during the years ended December 31, 2013 and 2014, respectively. Repair and maintenance costs are charged to expense as incurred. Improvements are capitalized when they extend the life of the asset or enhance the quality or ability of the asset to benefit operations. Depreciation is computed using the straight-line method over estimated useful lives as follows: | |||||||||||||||||||||
Life | |||||||||||||||||||||
Category | |||||||||||||||||||||
Buildings | 40 years | ||||||||||||||||||||
Office furnishings and equipment | 5-10 years | ||||||||||||||||||||
Antennae, towers and transmitting equipment | 10-20 years | ||||||||||||||||||||
Studio and production equipment | 7-10 years | ||||||||||||||||||||
Computer software and website development costs | 3 years | ||||||||||||||||||||
Record and tape libraries | 3 years | ||||||||||||||||||||
Automobiles | 5 years | ||||||||||||||||||||
Leasehold improvements | Lesser of 15 years or life of lease | ||||||||||||||||||||
The carrying value of property and equipment is evaluated periodically in relation to the operating performance and anticipated future cash flows of the underlying radio stations and business units for indicators of impairment. When indicators of impairment are present, and the cash flows estimated to be generated from these assets is less than the carrying value, an adjustment to reduce the carrying value to the fair market value of the assets is recorded. | |||||||||||||||||||||
Based on changes in management's planned usage, we classified land in Covina, California as held for sale as of June 2012. We evaluated the land for impairment in accordance with guidance for impairment of long-lived assets held for sale. We determined that the carrying value of the land exceeded the estimated fair value less costs to sell. We recorded an impairment charge of $5.6 million associated with the land based on our estimated sale price. In December 2012, after several purchase offers for the land were terminated, we obtained a third party valuation for the land. Based on the fair value determined by the third-party, we recorded an additional impairment charge of $1.2 million associated with the land. | |||||||||||||||||||||
There were no indications of impairment present during the periods ending December 31, 2013 and 2014 and it is our intent to continue to pursue the sale of this land. | |||||||||||||||||||||
The table below presents the fair value measurements used to value this asset. | |||||||||||||||||||||
Fair Value Measurements Using: | |||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Description | As of December 31, | Quoted prices in | Significant Other | Significant | Total Gains | ||||||||||||||||
2014 | active markets | Observable Inputs | Unobservable | (Losses) | |||||||||||||||||
(Level 1) | (Level 2) | Inputs (Level 3) | |||||||||||||||||||
Long-Lived Asset Held for Sale | $ | 1,700 | $ | 1,700 | $ | - | |||||||||||||||
Accounting for Internally Developed Software and Website Development Costs | |||||||||||||||||||||
We capitalize costs incurred during the application development stage related to the development of internal-use software as specified in FASB ASC Topic 350-40 “Internal-Use Software.” Capitalized costs are generally amortized over the estimated useful life of three years. Costs incurred related to the conceptual design and maintenance of internal-use software are expensed as incurred. Website development activities include planning, design and development of graphics and content for new websites and operation of existing sites. Costs incurred that involve providing additional functions and features to the website are capitalized. Costs associated with website planning, maintenance, content development and training are expensed as incurred. Capitalized costs are generally amortized over the estimated useful life of three years. We capitalized $2.3 million, $1.5 million and $3.9 million during the years ended December 31, 2012, 2013 and 2014, respectively, related to internally developed software and website development costs. Amortization expense of amounts capitalized was $2.1 million, $2.3 million and $2.4 million for the years ended December 31, 2012, 2013 and 2014, respectively. | |||||||||||||||||||||
Accounting for Advertising and Promotional Cost | |||||||||||||||||||||
Costs of media advertising and associated production costs are expensed as incurred and amounted to approximately $10.5 million, $10.0 million and $10.2 million for each of the years ending December 31, 2012, 2013, and 2014, respectively. | |||||||||||||||||||||
Accounting for Amortizable Intangible Assets | |||||||||||||||||||||
Intangible assets are recorded at cost less accumulated amortization. Typically, intangible assets are acquired in conjunction with the acquisition of radio stations, Internet businesses and publishing entities. These intangibles are amortized using the straight-line method over the following estimated useful lives: | |||||||||||||||||||||
Category | Life | ||||||||||||||||||||
Customer lists and contracts | Lesser of 5 years or life of contract | ||||||||||||||||||||
Favorable and assigned leases | Life of the lease | ||||||||||||||||||||
Domain and brand names | 5 to 7 years | ||||||||||||||||||||
Internally developed software | 3 to 5 years | ||||||||||||||||||||
Customer relationships | 1 to 3 years | ||||||||||||||||||||
Other amortizable intangible assets | 5 to 10 years | ||||||||||||||||||||
The carrying value of our amortizable intangible assets are evaluated periodically in relation to the operating performance and anticipated future cash flows of the underlying radio stations and businesses for indicators of impairment. In accordance with FASB ASC Topic 360 “Property, Plant and Equipment,” when indicators of impairment are present and the undiscounted cash flows estimated to be generated from these assets are less than the carrying amounts of these assets, an adjustment to reduce the carrying value to the fair market value of these assets is recorded, if necessary. No adjustments to the carrying amounts of our amortizable intangible assets were necessary during the years ended December 31, 2012, 2013 or 2014. | |||||||||||||||||||||
Goodwill and Other Indefinite-Lived Intangible Assets | |||||||||||||||||||||
Approximately 71% of our total assets as of December 31, 2014 consist of indefinite-lived intangible assets, such as broadcast licenses, goodwill and mastheads, the value of which depends significantly upon the operating results of our businesses. In the case of our radio stations, we would not be able to operate the properties without the related FCC license for each property. Broadcast licenses are renewed with the FCC every eight years for a nominal cost that is expensed as incurred. We continually monitor our stations' compliance with the various regulatory requirements. Historically, all of our broadcast licenses have been renewed at the end of their respective periods, and we expect that all broadcast licenses will continue to be renewed in the future. Accordingly, we consider our broadcast licenses to be indefinite-lived intangible assets in accordance with FASB ASC Topic 350, Intangibles – Goodwill and Other. Broadcast licenses account for approximately 94% of our indefinite-lived intangible assets. Goodwill and magazine mastheads account for the remaining 6%. We do not amortize goodwill or other indefinite-lived intangible assets, but rather test for impairment at least annually or more frequently if events or circumstances indicate that an asset may be impaired. | |||||||||||||||||||||
We complete our annual impairment tests in the fourth quarter of each year. We believe that our estimate of the value of our broadcast licenses, mastheads, and goodwill is a critical accounting estimate as the value is significant in relation to our total assets, and our estimates incorporate variables and assumptions that are based on past experiences and judgment about future operating performance of our markets and business segments. If actual future results are less favorable than the assumptions and estimates we used, we are subject to future impairment charges, the amount of which may be material. The fair value measurements for our indefinite-lived intangible assets use significant unobservable inputs that reflect our own assumptions about the estimates that market participants would use in measuring fair value including assumptions about risk. The unobservable inputs are defined in FASB ASC Topic 820 Fair Value Measurements and Disclosures as Level 3 inputs discussed in detail in Note 8 to our consolidated financial statements included in this annual report on Form 10-K. | |||||||||||||||||||||
Gain or Loss on the Sale or Disposal of Assets | |||||||||||||||||||||
We record gains or losses on the sale or disposal of assets equal to the proceeds, if any, as compared to the net book value. Exchange transactions are accounted for in accordance with FASB ASC Topic 845 “Non-Monetary Transactions.” For the year ended December 31, 2012, we recorded a $0.2 million pre-tax gain on the sale of WBZS-AM in Pawtucket, Rhode Island and a $0.6 million gain from insurance proceeds for repairs of storm damage in our New York market , partially offset by various fixed asset and equipment disposals including an additional loss associated with the write-off of a receivable from a prior station sale. For the year ended December 31, 2013, we recorded a $0.4 million pre-tax gain on the partial sale of land in our Cleveland market and $0.1 million of insurance proceeds for damages at one of our stations offset by various fixed asset and equipment disposals. For the year ended December 31, 2014, we recorded a $0.3 million pre-tax loss which included a $0.2 million loss associated with the write-off of a receivable from a prior station sale, a $0.2 million loss from the sale of land and building in our Miami market, a $0.1 million loss due to the relocation of our office and studio facility in our San Francisco market offset by $0.1 million of insurance proceeds from a claim associated with one of our markets as well as other various fixed asset and equipment disposals. | |||||||||||||||||||||
Leases | |||||||||||||||||||||
We lease various facilities including broadcast tower and transmitter sites. When we enter a lease agreement, we review the terms to determine the appropriate classification of the lease as a capital lease or operating lease based on the factors listed in FASB ASC Topic 840 “Leases.” Our current lease terms generally range from one to twenty-five years with rent expense recorded on a straight-line basis for financial reporting purposes. We also sublease towers that we own under various agreements with other broadcasters. Subleases generally cover a sixty-year term, over which time we recognize rental income on a straight-line basis. Deferred rent revenue was $4.5 million and $4.4 million at December 31, 2013 and 2014, respectively. | |||||||||||||||||||||
Leasehold Improvements | |||||||||||||||||||||
We may elect to construct or otherwise invest in leasehold improvements to properties. We capitalize the cost of the improvements that are then amortized over the shorter of the useful life of the improvement or the remaining lease term. | |||||||||||||||||||||
Deferred Financing Costs | |||||||||||||||||||||
Deferred financing costs consist of bank loan fees incurred upon entering our Term Loan B and Revolver as of September 30, 2013. The costs are being amortized over the seven year term of the Term Loan B and the five year term of the Revolver as an adjustment to interest expense. During the year ended December 31, 2014, approximately $0.3 million of bank loan fees were written off in conjunction with the early retirement of the Term Loan B. Deferred financing costs were $4.1 million and $3.2 million at December 31, 2013 and 2014, respectively. | |||||||||||||||||||||
Partial Self-Insurance on Employee Health Plan | |||||||||||||||||||||
We provide health insurance benefits to eligible employees under a self-insured plan whereby the company pays actual medical claims subject to certain stop loss limits. We record self-insurance liabilities based on actual claims filed and an estimate of those claims incurred but not reported. Any projection of losses concerning our liability is subject to a high degree of variability. Among the causes of this variability are unpredictable external factors such as future inflation rates, changes in severity, benefit level changes, medical costs and claim settlement patterns. Should the actual amount of claims increase or decrease beyond what was anticipated, we may adjust our future reserves. Our self-insurance liability was $0.5 million and $0.9 million at December 31, 2013 and 2014, respectively. | |||||||||||||||||||||
Local Programming and Marketing Agreement Fees | |||||||||||||||||||||
We may enter into a Local Marketing Agreement (“LMA”) or Time Brokerage Agreement (“TBA”) in connection with acquisitions of radio stations that are pending FCC regulatory approval of transfer of the broadcast licenses. Under the terms of these agreements, we make specified periodic payments to the owner in exchange for the right to program and sell advertising for a specified portion of the station's inventory of broadcast time. We record revenues and expenses associated with the portion of the station's inventory of broadcast time it manages. Nevertheless, as the holder of the FCC license, the owner-operator retains control and responsibility for the operation of the station, including responsibility over all programming broadcast on the station. We also enter into LMA's in connection with dispositions of radio stations. In such cases, we may receive periodic payments in exchange for allowing the buyer to program and sell advertising for a portion of the station's inventory of broadcast time. | |||||||||||||||||||||
Derivative Instruments | |||||||||||||||||||||
We are exposed to fluctuations in interest rates. We actively monitor these fluctuations and use derivative instruments from time to time to manage the related risk. In accordance with our risk management strategy, we may use derivative instruments only for the purpose of managing risk associated with an asset, liability, committed transaction, or probable forecasted transaction that is identified by management. Our use of derivative instruments may result in short-term gains or losses that may increase the volatility of our earnings. | |||||||||||||||||||||
Under FASB ASC Topic 815 Derivatives and Hedging the effective portion of the gain or loss on a derivative instrument designated and qualifying as a cash flow hedging instrument shall be reported as a component of other comprehensive income (outside earnings) and reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. The remaining gain or loss on the derivative instrument, if any, shall be recognized currently in earnings. | |||||||||||||||||||||
On March 27, 2013, we entered into an interest rate swap agreement with Wells Fargo Bank, N.A. that began on March 28, 2014 with a notional principal amount of $150.0 million. The agreement was entered to offset risks associated with the variable interest rate on our Term Loan B. Payments on the swap are due on a quarterly basis with a LIBOR floor of 0.625%. The swap expires on March 28, 2019 at a fixed rate of 1.645%. The interest rate swap agreement was not designated as a cash flow hedge, and as a result, all changes in the fair value are recognized in the current period statement of operations rather than through other comprehensive income. We recorded an asset of $0.5 million as of December 31, 2014, representing the change in the fair value of the interest rate swap agreement. The swap was valued based on observable inputs for similar assets and liabilities and other observable inputs for interest rates and yield curves, which are classified within Level 2 inputs in the fair value hierarchy described below and in Note 8 to our consolidated financial statements included in this annual report on Form 10-K. | |||||||||||||||||||||
Fair Value Accounting | |||||||||||||||||||||
FASB ASC Topic 820 Fair Value Measurements and Disclosures established a single definition of fair value in generally accepted accounting principles and expanded disclosure requirements about fair value measurements. The provision applies to other accounting pronouncements that require or permit fair value measurements. We adopted the fair value provisions for financial assets and financial liabilities effective January 1, 2008. The adoption had a material impact on our consolidated financial position, results of operations or cash flows. We adopted fair value provisions for nonfinancial assets and nonfinancial liabilities effective January 1, 2009. This includes applying the fair value concept to (i) nonfinancial assets and liabilities initially measured at fair value in business combinations; (ii) reporting units or nonfinancial assets and liabilities measured at fair value in conjunction with goodwill impairment testing; (iii) other nonfinancial assets measured at fair value in conjunction with impairment assessments; and (iv) asset retirement obligations initially measured at fair value. The adoption of the fair value provisions of FASB ASC Topic 820 to nonfinancial assets and nonfinancial liabilities did not have a material impact on our consolidated financial position, results of operations or cash flows. | |||||||||||||||||||||
The fair value provisions include guidance on how to estimate the fair value of assets and liabilities in the current economic environment and reemphasizes that the objective of a fair value measurement remains an exit price. If we were to conclude that there has been a significant decrease in the volume and level of activity of the asset or liability in relation to normal market activities, quoted market values may not be representative of fair value and we may conclude that a change in valuation technique or the use of multiple valuation techniques may be appropriate. | |||||||||||||||||||||
The degree of judgment utilized in measuring the fair value of financial instruments generally correlates to the level of pricing observability. Pricing observability is affected by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market, and the characteristics specific to the transaction. Financial instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of pricing observability and a lesser degree of judgment utilized in measuring fair value. Conversely, financial instruments rarely traded or not quoted will generally have less (or no) pricing observability and a higher degree of judgment utilized in measuring fair value. | |||||||||||||||||||||
FASB ASC Topic 820 established a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring fair value. This framework defined three levels of inputs to the fair value measurement process and requires that each fair value measurement be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety. The three broad levels of inputs defined by the FASB ASC Topic 820 hierarchy are as follows: | |||||||||||||||||||||
• | Level 1 Inputs—quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; | ||||||||||||||||||||
• | Level 2 Inputs—inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability; and | ||||||||||||||||||||
• | Level 3 Inputs—unobservable inputs for the asset or liability. These unobservable inputs reflect the entity's own assumptions about the assumptions that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity's own data). | ||||||||||||||||||||
As of December 31, 2014, the carrying value of cash and cash equivalents, trade accounts receivables, accounts payable, accrued expenses and accrued interest approximates fair value due to the short-term nature of such instruments. The carrying value of other long-term liabilities approximates fair value as the related interest rates approximate rates currently available to the company. The following table summarizes the fair value of our financial assets and liabilities that are measured at fair value: | |||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||
Total Fair Value and | Fair Value Measurement Category | ||||||||||||||||||||
Carrying Value on | |||||||||||||||||||||
Balance Sheet | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 33 | $ | 33 | $ | — | $ | — | |||||||||||||
Trade accounts receivable, net | 34,781 | 34,781 | — | — | |||||||||||||||||
Fair value of interest rate swap | 475 | — | 475 | — | |||||||||||||||||
Liabilities: | |||||||||||||||||||||
Accounts payable | 2,964 | 2,964 | — | — | |||||||||||||||||
Accrued expenses including estimated fair value of contingent earn-out consideration | 12,704 | 11,129 | — | 1,575 | |||||||||||||||||
Accrued interest | 48 | 48 | — | — | |||||||||||||||||
Long term liabilities including estimated fair value of contingent earn-out consideration | 4,123 | 2,413 | — | 1,710 | |||||||||||||||||
Long-term debt | 277,505 | 277,505 | — | — | |||||||||||||||||
Long-term Debt and Debt Covenant Compliance | |||||||||||||||||||||
Our classification of outstanding borrowings on our Term Loan B as long-term debt on our balance sheet is based on our assessment that, under the terms of our Credit Agreement and after considering our projected operating results and cash flows for the coming year, no principal payments are required to be made. The Term Loan B has a term of seven years, maturing in March 2020. We are required to make principal payments of $750,000 per quarter, which began on September 30, 2013. Prepayments may be made against the outstanding balance of our Term Loan B. Each repayment of the Term Loan B is applied ratably to each of the next four principal installments thereof in the direct order of maturity and thereafter to the remaining principal balance in reverse order of maturity. | |||||||||||||||||||||
Our projections of operating results and cash flows for the coming year are estimates dependent upon a number of factors including but not limited to developments in the markets in which we are operating in and varying economic and political factors. Accordingly, these projections are inherently uncertain and our actual results could differ from these estimates. | |||||||||||||||||||||
Income Taxes and Uncertain Tax Positions | |||||||||||||||||||||
We account for income taxes in accordance with FASB ASC Topic 740 “Income Taxes.” Deferred income taxes are determined based on the difference between the consolidated financial statement and income tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Our evaluation was performed for tax years that remain subject to examination by major tax jurisdictions, which range from 2010 through 2013. | |||||||||||||||||||||
Upon the adoption of the provisions on January 1, 2007, we had $3.0 million in liabilities related to uncertain tax positions, including $0.9 million recognized under FASB ASC Topic 450 “Contingencies” and carried forward from prior years and $2.1 million recognized upon adoption of the tax provision changes as a reduction to retained earnings. Included in the $2.1 million accrual was $0.1 million in related interest, net of federal income tax benefits. During 2014, we recognized a net decrease of $0.4 million in liabilities and at December 31, 2014, had $0.5 million in liabilities for unrecognized tax benefits. Included in this liability amount is $3.000 of accrued interest, net of federal income tax benefits and the related penalties recorded in income tax expense on our consolidated financial statements included in this annual report on Form 10-K. Management expects an additional reduction of $0.4 million in the reserve over the next twelve months due to statute expirations. | |||||||||||||||||||||
A summary of the changes in the gross amount of unrecognized tax benefits is as follows: | |||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Balance at January 1, 2014 | $ | 916 | |||||||||||||||||||
Additions based on tax positions related to the current year | — | ||||||||||||||||||||
Additions based on tax positions related to prior years | — | ||||||||||||||||||||
Reductions related to tax positions of prior years | — | ||||||||||||||||||||
Decrease due to statute expirations | (405 | ) | |||||||||||||||||||
Related interest and penalties, net of federal tax benefits | (3 | ) | |||||||||||||||||||
Balance as of December 31, 2014 | $ | 508 | |||||||||||||||||||
Valuation Allowance (deferred taxes) | |||||||||||||||||||||
For financial reporting purposes, we recorded a valuation allowance of $3.0 million as of December 31, 2014 to offset a portion of the deferred tax assets related to the state net operating loss carryforwards. We regularly review our financial forecasts in an effort to determine our ability to utilize the net operating loss carryforwards for tax purposes. Accordingly, the valuation allowance is adjusted periodically based on our estimate of the benefit the company will receive from such carryforwards. | |||||||||||||||||||||
Royalty Advances to Authors | |||||||||||||||||||||
Royalties due to book authors are paid in advance and capitalized. Royalties are expensed as the related book revenues are earned or when we determine that future recovery of the royalty is not likely. We reviewed historical data associated with royalty advances, earnings and recoverability based on actual results of Regnery Publishing. Historically, the longer the unearned portion of an advance remains outstanding, the less likely it is that we will recover the advance through the sale of the book. We apply this historical experience to outstanding royalty advances to estimate the likelihood of recovery. A provision was established to expense the balance of any unearned advance which we believe is not recoverable. Our analysis also considers other discrete factors, such as death of an author, any decision to not pursue publication of a title, poor market demand or other relevant factors. | |||||||||||||||||||||
Inventory | |||||||||||||||||||||
Our inventory on hand consists of published books and wellness products. Inventory is recorded at the lower of cost or market as determined on a First-In First-Out (“FIFO”) cost method. | |||||||||||||||||||||
Inventory Reserves | |||||||||||||||||||||
We reviewed historical data associated with book and wellness product inventories held by Regnery Publishing and Eagle Wellness, respectively. We utilized this historical data associated with sales returns and allowances and royalty reserves, as well as overall economic conditions and product demand, to estimate the fair value of inventory on hand. A provision has been established to expense the balance of unsold inventory for which we believe the cost to be unrecoverable. | |||||||||||||||||||||
Basic and Diluted Net Earnings Per Share | |||||||||||||||||||||
Basic net earnings per share has been computed using the weighted average number of Class A and Class B shares of common stock outstanding during the period. Diluted net earnings per share is computed using the weighted average number of shares of Class A and Class B common stock outstanding during the period plus the dilutive effects of stock options. | |||||||||||||||||||||
Options to purchase 1,927,099, 2,162,067 and 1,816,204 shares of Class A common stock were outstanding at December 31, 2012, 2013 and 2014, respectively. Diluted weighted average shares outstanding exclude outstanding stock options whose exercise price is in excess of the average price of the company's stock price. These options are excluded from the respective computations of diluted net income or loss per share because their effect would be anti-dilutive. The number of anti-dilutive shares as of December 31, 2012, 2013 and 2014 was 480,825, nil and 589,437, respectively. | |||||||||||||||||||||
The following table sets forth the shares used to compute basic and diluted net earnings per share for the periods indicated: | |||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||
Weighted average shares | 24,577,605 | 24,938,075 | 25,336,809 | ||||||||||||||||||
Effect of dilutive securities - stock options | 409,361 | — | 744,366 | ||||||||||||||||||
Weighted average shares adjusted for dilutive securities | 24,986,966 | 24,938,075 | 26,081,175 | ||||||||||||||||||
Segments | |||||||||||||||||||||
We have two reportable segments, radio broadcasting and digital media. Digital media (formerly “Internet and e-commerce”) became a reportable segment as of the first quarter of 2011 upon the realization of organic and acquisition related revenue growth. Our acquisition of Eagle Publishing on January 10, 2014, which included Regnery Publishing, Eagle Financial Publications, Eagle Wellness, Human Events and Red State, resulted in operational changes in our business and a realignment of our operating segments. We have three operating segments: (1) Broadcast, (2) Digital Media, and (3) Publishing. We changed the composition of our operating segments to reflect management's view of the operating results for each segment. | |||||||||||||||||||||
Our operating segments reflect how our chief operating decision makers, which we define as a collective group of senior executives, assesses the performance of each operating segment and determines the appropriate allocations of resources to each segment. Our operating segments do not all meet the quantitative thresholds to qualify as reportable segments; however, we have elected to disclose the results of these non-reportable operating segments as we believe this information is useful to readers of our financial statements. We continue to review our operating segment classifications to align with operational changes in our business and may make future changes as necessary. | |||||||||||||||||||||
We measure and evaluate results of our operating segments based on income and expenses that do not include allocations of costs related to corporate functions, such as accounting and finance, human resources, legal, tax and treasury; nor do they include costs such as amortization, depreciation, taxes or interest expense. Changes to our operating segments did not impact the reporting units used to test non-amortizable assets for impairment. All prior periods presented have been updated to reflect the new composition of our operating segments. | |||||||||||||||||||||
We present our segment operating results in Note 16 to our consolidated financial statements included in this annual report on Form 10-K. | |||||||||||||||||||||
Variable Interest Entities | |||||||||||||||||||||
We account for entities qualifying as variable interest entities (“VIEs”) in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation which requires VIEs to be consolidated by the primary beneficiary. The primary beneficiary is the entity that holds the majority of the beneficial interests in the VIE. A VIE is an entity for which the primary beneficiary's interest in the entity can change with variations in factors other than the amount of investment in the entity. | |||||||||||||||||||||
We may enter into Local Marketing Agreements (“LMAs”) contemporaneously with entering an Asset Purchase Agreement (“APA”) to acquire or sell a radio station. We may also enter into Time Brokerage Agreements (“TBAs”). Typically, both LMAs and TBAs are contractual agreements under which the station owner/licensee makes airtime available to a programmer/licensee in exchange for a fee and reimbursement of certain expenses. LMAs and TBAs are subject to compliance with the antitrust laws and the communications laws, including the requirement that the licensee must maintain independent control over the station and, in particular, its personnel, programming, and finances. The FCC has held that such agreements do not violate the communications laws as long as the licensee of the station receiving programming from another station maintains ultimate responsibility for, and control over, station operations and otherwise ensures compliance with the communications laws. | |||||||||||||||||||||
The requirements of FASB ASC Topic 810 may apply to entities under LMAs or TBAs, depending on the facts and circumstances related to each transaction. As of December 31, 2014 we did not consolidate any entities with which we entered into LMAs or TBAs under the guidance in FASB ASC Topic 810. | |||||||||||||||||||||
Concentrations of Business Risks | |||||||||||||||||||||
We derive a substantial part of our total revenues from the sale of advertising. For the years ended December 31, 2012, 2013 and 2014, 41.3%, 40.8% and 40.2% of our total revenues, respectively, were generated from the sale of broadcast advertising. We are particularly dependent on revenue from stations in the Los Angeles and Dallas markets, which generated 16.1% and 23.5% for the year ended December 31, 2012, 15.1% and 25.4% for the year ended December 31, 2013 and 14.3% and 23.9% for the year ended December 31, 2014. Because substantial portions of our revenues are derived from local advertisers in these key markets, our ability to generate revenues in those markets could be adversely affected by local or regional economic downturns. | |||||||||||||||||||||
Concentrations of Credit Risks | |||||||||||||||||||||
Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents; trade accounts receivable and derivative instruments. We place our cash and cash equivalents with high quality financial institutions. Such balances may be in excess of FDIC insured limits. To manage the related credit exposure, we continually monitor the credit worthiness of the financial institutions where we have deposits. Concentrations of credit risk with respect to trade accounts receivable are limited due to the wide variety of customers and markets in which we provide services, as well as the dispersion of our operations across many geographic areas. We perform ongoing credit evaluations of our customers, but generally do not require collateral to support customer receivables. We establish an allowance for doubtful accounts based on various factors including the credit risk of specific customers, age of receivables outstanding, historical trends, economic conditions and other information. Historically, our bad debt expense has been within management's expectations. | |||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant areas for which management uses estimates include: (1) asset impairments, including broadcasting licenses, goodwill and other indefinite-lived intangible assets; (2) income tax valuation allowances; (3) uncertain tax positions; (4) allowance for doubtful accounts; (5) inventory reserves; (6) reserves for royalty advances; (7) self-insurance reserves; (8) fair value of equity awards; (9) estimated lives for tangible and intangible assets; (10) fair value measurements; (11) contingency reserves; (12) probabilities associated with the potential for contingent earn-out consideration; and (13) sales returns and allowances. These estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The estimates will change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update our assumptions and estimates on an ongoing basis and we may consult outside experts to assist as considered necessary. | |||||||||||||||||||||
Reclassifications | |||||||||||||||||||||
Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. These reclassifications include: (1) the separation of our non-broadcast operating segment into two operating segments as of the first quarter of 2011, (2) the reporting of discontinued operations, and (3) the change in composition of our operating segments based on our acquisition of Eagle Publishing during 2014 to conform to how our chief operating decision makers, who we define as a collective group of senior executives, assesses the performance of each operating segment and determines the appropriate allocations of resources to each segment. | |||||||||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||||||||
Changes to accounting principles are established by the FASB in the form of accounting standards updates (“ASU's”) to the FASB's Accounting Standards Codification. We consider the applicability and impact of all ASU's. ASU's not listed below were assessed and determined to be not applicable to our financial position or results of operations. | |||||||||||||||||||||
In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entities Ability to Continue as a Going Concern, which requires management to assess a company's ability to continue as a going concern and to provide related footnote disclosures. The new standard provides management with specific guidance on the assessments and related disclosures as well as provides a longer look-forward period as one year from the financial statement issuance date. The new standard is effective for the annual period ending after December 15, 2016, with early adoption permitted. The adoption of this ASU is not expected to have a material impact on our financial position, results of operations, cash flows, or presentation thereof. | |||||||||||||||||||||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The new standard is effective as of the first interim period within annual reporting periods beginning on or after December 15, 2016, and will replace most existing revenue recognition guidance in U.S. GAAP. Early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of this ASU on our financial position, results of operations, cash flows, or presentation thereof. | |||||||||||||||||||||
In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 limits the requirement to report discontinued operations to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity's operations and financial results. The amendments also require expanded disclosures concerning discontinued operations and disclosures of certain financial results attributable to a disposal of a significant component of an entity that does not qualify for discontinued operations reporting. These amendments are effective prospectively for reporting periods beginning on or after December 15, 2014, with early adoption permitted. The adoption of this ASU is not expected to have a material impact on our financial position, results of operations, cash flows, or presentation thereof. | |||||||||||||||||||||
In July 2013, the FASB issued ASU 2013-11, Presentation of Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, an amendment to FASB ASC Topic 740, Income Taxes, (“FASB ASU 2013-11”). This update clarifies that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In situations where a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. Retrospective application is permitted. The adoption of this ASU did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof. | |||||||||||||||||||||
In July 2013, the FASB issued ASU 2013-10, Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes, an amendment to FASB ASC Topic 815, Derivatives and Hedging ("FASB ASC Topic 815"). The update permits the use of the Fed Funds Effective Swap Rate to be used as a US benchmark interest rate for hedge accounting purposes under FASB ASC Topic 815, in addition to the interest rates on direct Treasury obligations of the US government (“UST”) and the London Interbank Offered Rate (“LIBOR”). The update also removes the restriction on using different benchmark rates for similar hedges. This ASU is effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The adoption of this ASU did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof. | |||||||||||||||||||||
In February 2013, the FASB issued ASU 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date, an amendment to FASB ASC Topic 405, Liabilities (“FASB ASC Topic 405”). The update requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed as of the reporting date as the sum of the obligation the entity agreed to pay among its co-obligors and any additional amount the entity expects to pay on behalf of its co-obligors. This ASU is effective for annual and interim periods beginning after December 15, 2013 and is required to be applied retrospectively to all prior periods presented for those obligations that existed upon adoption of the ASU. The adoption of this ASU did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof. |
IMPAIRMENT_OF_GOODWILL_AND_OTH
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS [Abstract] | ||||||||||||||||||||||
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS | NOTE 2. IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS | |||||||||||||||||||||
Goodwill and indefinite-lived intangible assets | ||||||||||||||||||||||
We account for goodwill and other indefinite-lived intangible assets in accordance with FASB ASC Topic 350 “Intangibles—Goodwill and Other.” Approximately 71% of our total assets as of December 31, 2014, consist of indefinite-lived intangible assets, such as broadcast licenses, goodwill and mastheads, the value of which depends significantly upon the operating results of our businesses. Broadcast licenses account for approximately 94% of our indefinite-lived intangible assets. Goodwill and mastheads account for the remaining 6%. We believe that our estimate of the value of our broadcast licenses, mastheads, and goodwill is a critical accounting estimate as the value is significant in relation to our total assets, and our estimates incorporate variables and assumptions that are based on experiences and judgment about future operating performance of our markets and business segments. | ||||||||||||||||||||||
We do not amortize goodwill or other indefinite-lived intangible assets, but rather test for impairment annually or more frequently if events or circumstances indicate that an asset may be impaired. We complete our annual impairment tests in the fourth quarter of each year. The fair value measurements for our indefinite-lived intangible assets use significant unobservable inputs that reflect our own assumptions about the estimates that market participants would use in measuring fair value including assumptions about risk. The unobservable inputs are defined in FASB ASC Topic 820 “Fair Value Measurements and Disclosures” as Level 3 inputs discussed in detail in Note 8 to our Consolidated Financial Statements. | ||||||||||||||||||||||
In July 2012, the FASB issued Accounting Standards Update (“ASU”) 2012-02, “Intangibles – Goodwill and Other (Topic 350).” Under ASU 2012-02, we have the option to assess whether it is more likely than not that an indefinite-lived intangible asset is impaired. If it is more likely than not that impairment exists, we are required to perform a quantitative analysis to estimate the fair value of the assets. The qualitative assessment requires significant judgment in considering events and circumstances that may affect the estimated fair value of our indefinite-lived intangible assets and to weigh these events and circumstances by what we believe to be the strongest to weakest indicator of potential impairment. We adopted the provisions of ASU 2012-02 as of our 2012 annual testing period. | ||||||||||||||||||||||
ASU 2012-02 provides examples of events and circumstances that could affect the estimated fair value of indefinite-lived intangible assets; however, the examples are not all-inclusive and are not by themselves indicators of impairment. We considered these events and circumstances, as well as other external and internal considerations. Our analysis, in order of what we consider to be the strongest to weakest indicators of impairment include: (1) the difference between any recent fair value calculations and the carrying value; (2) financial performance, such as station operating income, including performance as compared to projected results used in prior estimates of fair value; (3) macroeconomic economic conditions, including limitations on accessing capital that could affect the discount rates used in prior estimates of fair value; (4) industry and market considerations such as a declines in market-dependent multiples or metrics, a change in demand, competition, or other economic factors; (5) operating cost factors, such as increases in labor, that could have a negative effect on future expected earnings and cash flows; (6) legal, regulatory, contractual, political, business, or other factors; (7) other relevant entity-specific events such as changes in management or customers; and (8) any changes to the carrying amount of the indefinite-lived intangible asset. | ||||||||||||||||||||||
Broadcast licenses | ||||||||||||||||||||||
In the case of our broadcast radio stations, we would not be able to operate the properties without the related FCC broadcast license for each property. Broadcast licenses are renewed with the FCC every eight years for a nominal cost that is expensed as incurred. We continually monitor our stations' compliance with the various regulatory requirements that are necessary for FCC renewal. Historically, all of our broadcast licenses have been renewed at the end of their respective periods, and we expect all broadcast licenses to be renewed in the future. Accordingly, we consider our broadcast licenses to be indefinite-lived intangible assets. | ||||||||||||||||||||||
The unit of accounting we use to test broadcast licenses is the cluster level, which we define as a group of radio stations operating in the same geographic market, sharing the same building and equipment and managed by a single general manager. The cluster level is the lowest level for which discrete financial information and cash flows are available and the level reviewed by management to analyze operating results. | ||||||||||||||||||||||
We perform a qualitative assessment for each of our broadcast market clusters. We review the significant assumptions and key estimates applicable to our prior year valuations of the estimated fair value to assess if events and circumstances have occurred that could affect these assumptions and key estimates. The significant assumptions and key estimates used in the fair value estimates assume a hypothetical start-up station with industry specific market assumptions such as forecasted revenue, operating margins, forecasted growth rates, estimated start-up costs, losses expected to be incurred in the early years, competition within the market, the effective tax rate, future terminal values, a risk-adjusted discount rate, future economic and market conditions, and market comparables. We also review internal benchmarks and economic performance for each of our markets to conclude if reasonably reliance can be placed upon the prior year fair value estimates and assumptions as a starting point to our qualitative analysis. | ||||||||||||||||||||||
We selected eleven of our market clusters for further testing as we have not performed an independent third party fair value appraisal in the last two annual testing periods. The table below shows the percentage within a range by which our estimated fair value exceeded the carrying value of our broadcasting licenses for these eleven market clusters: | ||||||||||||||||||||||
Geographic Market Clusters as of December 31, 2014 | ||||||||||||||||||||||
Tested in current year based on length of time from prior valuation | ||||||||||||||||||||||
≤ 5% | >2%-10% | >11% to 40% | > than 40% | |||||||||||||||||||
Number of accounting units | — | 3 | 3 | 5 | ||||||||||||||||||
Broadcast license carrying value (in thousands) | $ | — | $ | 13,408 | $ | 20,214 | $ | 18,040 | ||||||||||||||
The first step of our qualitative assessment is to calculate the excess fair value, or the amount by which our prior year estimated fair value exceeds the current year carrying value. We believe based on our analysis and review, including the financial performance of each market, that a 25% excess fair value margin is conservative and reasonable in the qualitative analysis. Markets with an excess fair value of 25% or more are not likely to be impaired. Fifteen of the eighteen markets for which a fair value appraisal was obtained in the prior year were subject to further testing. The table below presents the percentage within a range by which our prior year start-up income estimated fair value exceeds the current year carrying value of our broadcasting licenses: | ||||||||||||||||||||||
Geographic Market Clusters as of December 31, 2014 | ||||||||||||||||||||||
Percentage Range By Which 2013 Estimated Fair Value Exceeds 2014 Carrying Value | ||||||||||||||||||||||
≤ 25% | >26%-50% | >50% to 75% | > than 75% | |||||||||||||||||||
Number of accounting units | 15 | — | — | 4 | ||||||||||||||||||
Broadcast license carrying value (in thousands) | $ | 255,883 | $ | — | $ | — | $ | 45,034 | ||||||||||||||
The second step of our qualitative review consists of a review of the financial operating results for each market cluster. Radio stations are often sold on the basis of a multiple of projected cash flow, or station operating income less station operating expenses (“SOI”). Numerous trade organizations and analysts review these radio stations sales to track SOI multiples applicable to each transaction. Based on published reports and analysis of market transactions, we believe industry benchmarks to be in the six to seven times cash flow range. We elected an SOI benchmark of four as a conservative indicator of fair value. Using the SOI multiple to estimate fair value, we determined that three of our remaining market cluster were subject to further testing. The table below presents the percentage within a range by which our estimated fair value as a multiple of SOI exceeded the carrying value of our broadcasting licenses for these market clusters: | ||||||||||||||||||||||
Geographic Market Clusters as of December 31, 2014 | ||||||||||||||||||||||
Percentage Range By Which SOI Estimated Fair Value Exceeds Carrying Value | ||||||||||||||||||||||
≤ 5% | >2%-10% | >11% to 40% | > than 40% | |||||||||||||||||||
Number of accounting units | 3 | — | — | — | ||||||||||||||||||
Broadcast license carrying value (in thousands) | $ | 33,120 | $ | — | $ | — | $ | — | ||||||||||||||
We engaged an independent third-party appraisal and valuation firm to assist us in estimating the fair value of our broadcast licenses that were subject to further testing. Bond & Pecaro prepared valuations of the estimated fair value for the testing period ending December 31, 2012 and 2013. Noble Financial Capital Markets prepared the valuations for the testing period ending December 31, 2014. | ||||||||||||||||||||||
In each of these years, the estimated fair value was determined using an income approach that measures the expected economic benefits that the broadcast licenses provide. These future economic benefits are discounted using a discounted cash flow analysis that assumes that the broadcast licenses are held by hypothetical start-up station. The values yielded by the discounted cash flow analysis represent the portion of the stations value attributable solely to the broadcast license. The discounted cash flow projection period for years 2012 and 2013 was determined to be ten years; which is typically the time radio station operators and investors expect to recover their investments as widely used by industry analysts in their forecasts. For 2014, cash flows were developed using a five year projection period, which represents the typical time required for a new broadcast station to reach normalized operations and profitability. For cash flows beyond the projection period, a terminal value was calculated using the Gordon constant growth model and long-term industry growth rate assumptions based on long-term industry growth and GDP inflation rates. | ||||||||||||||||||||||
The key estimates and assumptions used in the start-up income valuation for our broadcast licenses were as follows: | ||||||||||||||||||||||
Broadcast Licenses | 31-Dec-12 | 31-Dec-13 | 31-Dec-14 | |||||||||||||||||||
Risk adjusted discount rate | 9.00% | 9.00% | 8.00% | |||||||||||||||||||
Operating profit margin ranges | 5.1% - 35.5% | 4.1% - 37.5% | (13.9%) - 30.8% | |||||||||||||||||||
Long-term market revenue growth rate ranges | 0.3% - 15.0% | 1.0% - 2.5% | 1.5% - 2.5% | |||||||||||||||||||
The discount rate reflects the weighted average cost of capital (WACC) developed based on data from same or similar industry participants and publicly available market data as of the valuation date. Similar industry participants included those broadcast entities for which 70% or more of their operation were comprised of radio broadcasting. The decrease in the WACC for 2014 as compared to 2013 was largely attributable to decreases in the risk free rate and corporate borrowing interest rates.We performed a sensitivity analysis of certain key assumptions including reducing the long-term revenue growth rate and increasing the weighted average cost of capital by 100 basis point to determine that such changes would have no incremental impact to the carrying value of our broadcast licenses. | ||||||||||||||||||||||
The table below presents the results of our impairment testing under the income approach for the 2014 annual testing period: | ||||||||||||||||||||||
Excess Fair Value | ||||||||||||||||||||||
Market Cluster | 2014 Estimate | |||||||||||||||||||||
Atlanta, GA | 33.47 | % | ||||||||||||||||||||
Boston, MA | 4.68 | % | ||||||||||||||||||||
Chicago, IL | 3.89 | % | ||||||||||||||||||||
Cleveland, OH | 42.93 | % | ||||||||||||||||||||
Columbus, OH | 84.59 | % | ||||||||||||||||||||
Dallas, TX | 16.93 | % | ||||||||||||||||||||
Denver, CO | 1230.65 | % | ||||||||||||||||||||
Detroit, MI | 25.72 | % | ||||||||||||||||||||
Honolulu, HI | 163.9 | % | ||||||||||||||||||||
Houston, TX | 1283.46 | % | ||||||||||||||||||||
Louisville, KY | 33.17 | % | ||||||||||||||||||||
Miami FL | 56.03 | % | ||||||||||||||||||||
Nashville, TN | 383.65 | % | ||||||||||||||||||||
New York, NY | 644.52 | % | ||||||||||||||||||||
Omaha NE | 59.06 | % | ||||||||||||||||||||
Orlando FL | 22.86 | % | ||||||||||||||||||||
Philadelphia, PA | 134.44 | % | ||||||||||||||||||||
Phoenix, AZ | 11.85 | % | ||||||||||||||||||||
Pittsburgh, PA | 443.24 | % | ||||||||||||||||||||
Portland, OR | 2.13 | % | ||||||||||||||||||||
Sacramento, CA | 24.55 | % | ||||||||||||||||||||
San Antonio, TX | 284.24 | % | ||||||||||||||||||||
San Diego, CA | 44.28 | % | ||||||||||||||||||||
San Francisco, CA | 69.34 | % | ||||||||||||||||||||
Seattle, WA | 487.01 | % | ||||||||||||||||||||
Tampa, FL | 24.4 | % | ||||||||||||||||||||
Washington, D.C. | 137.27 | % | ||||||||||||||||||||
Based on our review and analysis we determined that no impairment charges were necessary to the carrying value of our broadcast licenses as of the annual testing period ending December 31, 2014. Based on prior tests, we determined that no impairments of our broadcast licenses were necessary for years ending December 31, 2013 and 2012, respectively. | ||||||||||||||||||||||
Mastheads | ||||||||||||||||||||||
Mastheads consist of the graphic elements that identify our publications to readers and advertisers. These include customized typeset page headers, section headers, and column graphics as well as other name and identity stylized elements within the body of each publication. We test the value of mastheads as a single combined publishing entity as our print magazines operate from one shared facility under one general manager with operating results and cash flows reported on a combined basis for all publications. This is the lowest level for which discrete financial information and cash flows are available and the level reviewed by management to analyze operating results. | ||||||||||||||||||||||
We have regularly performed quantitative reviews of our mastheads based on the low margin by which our estimated fair values have exceeded our carrying value and actual operating results that do not meet or exceed our expectations. We engaged an independent third-party appraisal firm to assist us in estimating the fair value of our mastheads using a relief from royalty method, which is a form of the income approach. Bond & Pecaro prepared valuations of the estimated fair value for the testing period ending December 31, 2012 and 2013. Noble Financial Capital Markets prepared the valuations for the testing period ending December 31, 2014. | ||||||||||||||||||||||
The relief from royalty method estimates the fair value of mastheads through use of a discounted cash flow model that incorporates a hypothetical “royalty rate” that a third-party owner would be willing to pay in lieu of owning the asset. The royalty rate used is based on observed royalty rates for comparable assets as of the valuation date. When determining the future cash flow estimates, we must estimate future net sales and a fair market royalty rate at an appropriate discount rate to measure the present value of the anticipated cash flows. The key estimates and assumptions to which are as follows: | ||||||||||||||||||||||
Mastheads | Interim June 30, | December 31, | Interim June 30, | December 31, | December 31, | |||||||||||||||||
2012 | 2012 | 2013 | 2013 | 2014 | ||||||||||||||||||
Risk adjusted discount rate | 8.50% | 8.50% | 9.00% | 9.50% | 8.00% | |||||||||||||||||
Projected revenue growth ranges | 1.5% - 2.50% | 1.5% - 3.0% | 1.0% - 2.8% | 1.2% - 2.5% | (4.8%)–1.4% | |||||||||||||||||
Royalty growth rate | 3.00% | 3.00% | 3.00% | 2.00% | 3.00% | |||||||||||||||||
As of our June 2012 interim testing period, the estimated fair value of our mastheads exceeded our carrying value by 1.7%. As of our 2012 annual testing, we recorded an impairment charge associated with mastheads of $0.1 million driven by a reduction in projected net revenues. For the interim testing performed as of June 2013, projected revenue growth rates were lowered based on failure of the print magazine segment to achieve the amounts previously projected. Based on these lower actual and projected growth rates. we recorded an impairment of $0.3 million as of June 2013. During our 2013 annual testing, our royalty rate was lowered to 2.0% from the 3.0% industry standard based on gross margins associated with the segment. Additionally, the discount rate was raised from 9.0% to 9.5% based on risks associated with print magazines. We recorded an additional $0.3 million impairment charge associated with mastheads because of these changes. We performed a sensitivity analysis of certain key assumptions including reducing the long-term revenue growth rate and increasing the weighted average cost of capital by 100 basis point to determine that such changes would have no incremental impact to the carrying value of our mastheads. | ||||||||||||||||||||||
During our annual testing for 2014, which coincided with our budget and financial forecasts process for the following year, we decided to cease publishing Townhall Magazine as of December 2014 and we may cease other publications in the future. We lowered our projected net revenues for the reductions in the number of publications. Although we expect to realize cost savings with the planned reductions, we do not expect to realize net income within the next twelve months. Based on these revised projections we recorded an impairment loss of $34,000 associated with magazine mastheads. | ||||||||||||||||||||||
These impairments were driven by reductions in projected net revenues and a reduction in the number of publications produced. The growth of digital-only publications, that are often free to readers or at a significantly reduced cost to readers has hindered the ability of the publishing industry to recover from the economic recession that began in 2008. We believe that the impairments are indicative of trends in the publishing industry as a whole and are not unique to our company or operations. | ||||||||||||||||||||||
Goodwill - Broadcast | ||||||||||||||||||||||
The unit of accounting we use to test broadcast licenses is the cluster level, which we define as a group of radio stations operating in the same geographic market, sharing the same building and equipment and managed by a single general manager. Fourteen of our 33 market clusters and our networks have goodwill associated with them as of our annual testing period ending December 31, 2014 compared to eleven of our 32 markets as of the annual testing period ending December 31, 2013. | ||||||||||||||||||||||
We perform a qualitative assessment to determine if events and circumstances have occurred that indicate it is more likely than not that the fair value of the assets in each of our market clusters are less than their carrying values. We review the significant inputs used in our prior year fair value estimates to determine if any changes to those inputs should be made. We estimate fair value using a market and income approach and compare. We compare the estimated fair value of each market cluster to its carrying value, including goodwill. Under the market approach, we apply a multiple of four to each market clusters' station operating income (“SOI”) to estimate the fair value. We believe that an SOI benchmark of four is a conservative indicator of fair value as described above. Under the income approach, we utilize a discounted cash flow method to calculate the estimated fair value of the accounting unit. The discounted cash flow method incorporates the cumulative present value of the net after-tax cash flows projected for each market assuming that it is a hypothetical start-up station. If the carrying amount, including goodwill, exceeds the estimated fair value of the market cluster, an indication exists that the amount of goodwill attributed to that market cluster may be impaired. When we have indication of impairment, we engage an independent third-party appraisal and valuation firm to assist us with determining the enterprise value. Bond & Pecaro prepared valuations of the estimated fair value for the testing periods ending December 31, 2012 and 2013. Noble Financial Capital Markets prepared the valuations for the testing period ending December 31, 2014. | ||||||||||||||||||||||
The enterprise valuation assumes that the subject assets are installed as part of an operating business rather than as a hypothetical start-up. We performed a sensitivity analysis of certain key assumptions including reducing the long-term revenue growth rate and increasing the weighted average cost of capital by 100 basis point to determine that such changes would have no incremental impact to the carrying value of goodwill associated with our broadcast entities. | ||||||||||||||||||||||
The key estimates and assumptions used for our enterprise valuations are as follows: | ||||||||||||||||||||||
31-Dec-12 | 31-Dec-13 | 31-Dec-14 | ||||||||||||||||||||
Enterprise Valuations | Broadcast Markets | Broadcast Markets | Broadcast Markets | |||||||||||||||||||
Risk adjusted discount rate | 9.0% | 9.0% | 8.0% | |||||||||||||||||||
Operating profit margin ranges | 16.9% - 49.2% | 11.9% - 44.7% | 8.4% - 46.1% | |||||||||||||||||||
Long-term revenue market growth rate ranges | 1.0% - 3.5% | 1.0%—2.5% | 1.0% - 5.0% | |||||||||||||||||||
Based on our review and analysis we determined that no impairment charges were necessary to the carrying value of our broadcast goodwill as of the annual testing period ending December 31, 2014. Based on prior tests, we determined that no impairments of our broadcast goodwill were necessary for years ending December 31, 2012 and 2011, respectively. The estimated fair value of our networks exceeded the carrying value by 64%, 63%, and 113.0% for each of the annual testing periods ending December 31, 2014, 2013 and 2012, respectively. The tables below present the percentage within a range by which the estimated fair value exceeded the carrying value of each of our market clusters, including goodwill: | ||||||||||||||||||||||
Broadcast Market Clusters as of December 31, 2014 | ||||||||||||||||||||||
Percentage Range By Which Estimated Fair Value Exceeds Carrying Value Including | ||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||
< 10% | >10% to 20% | >20% to 50% | > than 50% | |||||||||||||||||||
Number of accounting units | 5 | — | 2 | 7 | ||||||||||||||||||
Carrying value including goodwill (in thousands) | $ | 81,507 | $ | — | $ | 27,636 | $ | 254,645 | ||||||||||||||
Broadcast Market Clusters as of December 31, 2013 | ||||||||||||||||||||||
Percentage Range By Which Estimated Fair Value Exceeds Carrying Value Including | ||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||
< 1% | >10% to 20% | >20% to 50% | > than 50% | |||||||||||||||||||
Number of accounting units | 4 | 1 | 3 | 3 | ||||||||||||||||||
Carrying value including goodwill (in thousands) | $ | 28,952 | $ | 17,978 | $ | 45,375 | $ | 45,152 | ||||||||||||||
Broadcast Market Clusters as of December 31, 2012 | ||||||||||||||||||||||
Percentage Range By Which Estimated Fair Value Exceeds Carrying Value Including | ||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||
< 10% | >10% to 20% | >20% to 50% | > than 50% | |||||||||||||||||||
Number of accounting units | 2 | 1 | 1 | 5 | ||||||||||||||||||
Carrying value including goodwill (in thousands) | $ | 18,836 | $ | 1,423 | $ | 10,506 | $ | 132,645 | ||||||||||||||
Goodwill – Digital Media | ||||||||||||||||||||||
The unit of accounting we use to test goodwill in our digital media segment is the entity level, which includes Salem Web Network, Townhall.com, Eagle Financial Publications and Eagle Wellness. The financial statements for Salem Web Network reflect the operating results and cash flows for all of our Internet sites and our church product sites exclusive of Townhall.com. The financial statements for Townhall.com reflect the operating results for each of our conservative opinion sites. Eagle Wellness includes only the results of the e-commerce site for nutritional products. | ||||||||||||||||||||||
We perform a qualitative assessment to determine if events and circumstances have occurred that indicate it is more likely than not that the fair value of the assets in each of our digital media entities are less than their carrying values. We review the significant inputs used in our prior year fair value estimates to determine if any changes to those inputs should be made. We estimate fair value using a market and income approach and compare. We compare the estimated fair value of each entity to its carrying value, including goodwill. Under the market approach, we apply a multiple of four to each entities operating income to estimate the fair value. We believe that a multiple of four is a conservative indicator of fair value as described above. Under the income approach, we utilize a discounted cash flow method to calculate the estimated fair value of the accounting unit. The discounted cash flow method incorporates the cumulative present value of the net after-tax cash flows projected for each unit assuming that it is a hypothetical start-up station. | ||||||||||||||||||||||
If the carrying amount, including goodwill, exceeds the estimated fair value of the entity, an indication exists that the amount of goodwill attributed to that entity may be impaired. When we have indication of impairment, we engage an independent third-party appraisal and valuation firm to assist us with determining the enterprise value. Bond & Pecaro prepared valuations of the estimated fair value for the testing period ending December 31, 2012 and 2013. Noble Financial Capital Markets prepared the valuations for the testing period ending December 31, 2014. | ||||||||||||||||||||||
We performed a sensitivity analysis of certain key assumptions including reducing the long-term revenue growth rate and increasing the weighted average cost of capital by 100 basis point to determine that such changes would have no incremental impact to the carrying value of goodwill associated with our digital media entities. | ||||||||||||||||||||||
The key estimates and assumptions used in the start-up income valuation of our digital media entities for each testing period are as follows: | ||||||||||||||||||||||
Enterprise Valuation | 31-Dec-12 | 31-Dec-13 | 31-Dec-14 | |||||||||||||||||||
Risk adjusted discount rate | 13.50% | 13.50% | 8.00% | |||||||||||||||||||
Operating profit margin ranges | 21.2% - 22.0% | 21.2% - 22.0% | (7.4%) - 34.9% | |||||||||||||||||||
Long-term revenue market growth rate ranges | 3.00% | 3.00% | 2.50% | |||||||||||||||||||
Based on our review and analysis we determined that no impairment charges were necessary to the carrying value of our digital media goodwill as of the annual testing periods ending December 31, 2014, December 31, 2013, and December 31, 2012, respectively. | ||||||||||||||||||||||
The table below presents the percentage within a range by which the estimated fair value exceeded the carrying value of our accounting units, including goodwill. | ||||||||||||||||||||||
Digital Media Entities as of December 31, 2014 | ||||||||||||||||||||||
Percentage Range By Which Estimated Fair Value Exceeds Carrying Value Including | ||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||
< 10% | >10% to 20% | >20% to 50% | > than 50% | |||||||||||||||||||
Number of accounting units | 1 | 1 | 1 | 1 | ||||||||||||||||||
Carrying value including goodwill (in thousands) | $ | 4,649 | $ | 6,118 | $ | 385 | $ | 26,101 | ||||||||||||||
Digital Media Entities as of December 31, 2013 | ||||||||||||||||||||||
Percentage Range By Which Estimated Fair Value Exceeds Carrying Value Including | ||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||
< 10% | >10% to 20% | >20% to 50% | > than 50% | |||||||||||||||||||
Number of accounting units | 1 | - | 1 | - | ||||||||||||||||||
Carrying value including goodwill (in thousands) | $ | 27,456 | $ | - | $ | 2,984 | $ | - | ||||||||||||||
Digital Media Entities as of December 31, 2012 | ||||||||||||||||||||||
Percentage Range By Which Estimated Fair Value Exceeds Carrying Value Including | ||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||
< 10% | >10% to 20% | >20% to 50% | > than 50% | |||||||||||||||||||
Number of accounting units | - | - | 2 | - | ||||||||||||||||||
Carrying value including goodwill (in thousands) | $ | - | $ | - | $ | 28,722 | $ | - | ||||||||||||||
Goodwill – Publishing | ||||||||||||||||||||||
The unit of accounting we use to test goodwill in our publishing segment is the entity level, which includes Salem Publishing, Eagle Regnery, and Xulon Press. Salem Publishing is our printing entity that produces our print magazines from a stand-alone facility, under one general manager, with operating results and cash flows of all publications reported on a combined basis. Eagle Regnery is our book publishing entity based in Washington DC, with a stand-alone facility under one general manager, with operating results and cash flows of reported at the entity level. Xulon Press also operates from a stand-alone facility in Orlando, Florida under one general manager who is responsible for the separately stated operating results and cash flows. Each of these entities has goodwill associated with them as of our annual testing period. | ||||||||||||||||||||||
We have regularly performed quantitative reviews of goodwill associated with our print magazine entity based on the low margin by which our estimated fair values exceed our carrying value including goodwill and actual operating results that have not met our expectations. We engage an independent third-party appraisal firm to assist us with estimating the enterprise value of our entities. | ||||||||||||||||||||||
Bond & Pecaro prepared valuations of the estimated fair value for the testing period ending December 31, 2012 and 2013. Noble Financial Capital Markets prepared the valuations for the testing period ending December 31, 2014. The enterprise valuation assumes that the subject assets are installed as part of an operating business rather than as a hypothetical start-up. The key estimates and assumptions used for our enterprise valuations are as follows: | ||||||||||||||||||||||
Enterprise Valuation | Interim | December 31, | Interim | December 31, | December 31, | |||||||||||||||||
30-Jun-12 | 2012 | 30-Jun-13 | 2013 | 2014 | ||||||||||||||||||
Risk adjusted discount rate | 8.50% | 8.50% | 9.00% | 9.50% | 8.00% | |||||||||||||||||
Operating margin ranges | 1.4% - 7.5% | 0.5% - 7.0% | 0.9% - 6.0% | (0.5%)–6.0% | 2.4% -5.9% | |||||||||||||||||
Long-term revenue market growth rate ranges | 1.50% | 1.50% | 1.00% | 0.50% | 1.50% | |||||||||||||||||
Based on our review and analysis of the enterprise estimated fair value, we recorded a $0.4 million impairment charge associated with the print magazine goodwill as of the June 2013 interim testing period. This impairment was driven by lower projected profit margins based on the failure of the print magazine segment to achieve the amounts previously projected. Additionally, the discount rate was raised from 9.0% to 9.5% based on risks associated with print magazines. The decline in revenues from print magazines is prevalent throughout the industry and is not unique to our operations. No goodwill impairment charges were necessary as of the annual testing period ended December 31, 2013. | ||||||||||||||||||||||
Based on the impairment recognized to the value of our mastheads in 2014, we could not conclude that it was more likely than not that goodwill associated with our magazine publishing unit was not impaired. We obtained an independent fair value of our magazine publishing unit as of December 2014. Based on this valuation, we determined that the carrying value of the goodwill was less than the implied value of goodwill as of that date and we recorded an impairment charge of $45,000. | ||||||||||||||||||||||
The table below presents the percentage within a range by which the estimated fair value exceeded the carrying value of our accounting units, including goodwill. | ||||||||||||||||||||||
Publishing Accounting units as of December 31, 2014 | ||||||||||||||||||||||
Percentage Range By Which Estimated Fair Value Exceeds Carrying Value Including Goodwill | ||||||||||||||||||||||
< 10% | >10% to 20% | >20% to 50% | > than 50% | |||||||||||||||||||
Number of accounting units | 2 | - | - | 1 | ||||||||||||||||||
Carrying value including goodwill (in thousands) | $ | 3,417 | $ | - | $ | - | $ | 2,314 | ||||||||||||||
Publishing Accounting units as of December 31, 2013 | ||||||||||||||||||||||
Percentage Range By Which Estimated Fair Value Exceeds Carrying Value Including | ||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||
< 10% | >10% to 20% | >20% to 50% | > than 50% | |||||||||||||||||||
Number of accounting units | 1 | - | 1 | - | ||||||||||||||||||
Carrying value including goodwill (in thousands) | $ | 1,251 | $ | - | $ | 2,123 | $ | - | ||||||||||||||
Publishing Accounting units as of December 31, 2012 | ||||||||||||||||||||||
Percentage Range By Which Estimated Fair Value Exceeds Carrying Value Including | ||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||
< 10% | >10% to 20% | >20% to 50% | > than 50% | |||||||||||||||||||
Number of accounting units | - | - | - | 2 | ||||||||||||||||||
Carrying value including goodwill (in thousands) | $ | - | $ | - | $ | - | $ | 2,103 | ||||||||||||||
We believe that we have made reasonable estimates and assumptions to calculate the estimated fair value of our indefinite-lived intangible assets, however, these estimates and assumptions could be materially different from actual results. If actual market conditions are less favorable than those projected by the industry or by us, or if events occur or circumstances change that would reduce the estimated fair value of our indefinite-lived intangible assets below the amounts reflected on our balance sheet, we may recognize future impairment charges, the amount of which may be material. | ||||||||||||||||||||||
ACQUISITIONS_AND_RECENT_TRANSA
ACQUISITIONS AND RECENT TRANSACTIONS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
ACQUISITIONS AND RECENT TRANSACTIONS [Abstract] | |||||||||||||||||
ACQUISITIONS AND RECENT TRANSACTIONS | NOTE 3. ACQUISITIONS AND RECENT TRANSACTIONS | ||||||||||||||||
During the year ended December 31, 2014, we completed or entered into the following transactions: | |||||||||||||||||
Debt | |||||||||||||||||
Throughout the year, we repaid $15.3 million in principal on our current senior secured credit facility, consisting of a term loan of $300.0 million (“Term Loan B”) and paid interest through each repayment date. We recorded a loss on early retirement of debt of $0.1 million related to the unamortized discount and $0.3 million in bank loan fees. | |||||||||||||||||
Repayments of our Term Loan B were as follows: | |||||||||||||||||
Date | Principal Paid | Unamortized Discount | |||||||||||||||
(Dollars in Thousands) | |||||||||||||||||
31-Dec-14 | $ | 4,000 | $ | 16 | |||||||||||||
28-Nov-14 | 4,000 | 15 | |||||||||||||||
29-Sep-14 | 5,000 | 18 | |||||||||||||||
31-Mar-14 | 2,250 | 8 | |||||||||||||||
Equity | |||||||||||||||||
During the year ended December 31, 2014, after quarterly review of our earnings, cash flows, financial requirements, and other factors, our Board of Directors' declared equity distributions to all stockholders of record of our Class A and Class B common stock as follows: | |||||||||||||||||
Announcement Date | Record Date | Payment Date | Amount Per Share | Cash Distributed | |||||||||||||
(in thousands) | |||||||||||||||||
2-Dec-14 | 15-Dec-14 | 29-Dec-14 | $ | 0.065 | $ | 1,646 | |||||||||||
2-Sep-14 | 16-Sep-14 | 30-Sep-14 | $ | 0.0625 | 1,579 | ||||||||||||
27-May-14 | 16-Jun-14 | 30-Jun-14 | $ | 0.06 | 1,514 | ||||||||||||
6-Mar-14 | 17-Mar-14 | 31-Mar-14 | $ | 0.0575 | 1,444 | ||||||||||||
The actual declaration of future distributions and the establishment of the per share amount, record dates, and payment dates are subject to final determination by our Board of Directors and dependent upon future earnings, cash flows, financial requirements, and other factors. | |||||||||||||||||
Acquisition of Eagle Publishing | |||||||||||||||||
On January 10, 2014, we acquired the entities of Eagle Publishing, including Regnery Publishing, HumanEvents.com, RedState.com, Eagle Financial Publications and Eagle Wellness. We began operating these entities as of the closing date. The base purchase price was $8.5 million, with $3.5 million paid in cash upon closing, and deferred payments of $2.5 million due January 2015 and $2.5 million due January 2016. We paid an additional $0.4 million of costs upon closing associated with liabilities incurred by the seller. On June 6, 2014, we paid $1.5 million of the $2.5 million deferred installment due January 2015. Based on the early payment, our deferred payment due January 2015 was reduced to $0.9 million. The deferred payments due January 2015 and January 2016 were recorded at their present value of $0.9 million and $2.3 million, respectively, with the discount being amortized to non-cash interest expense over the payment term using the effective interest method. | |||||||||||||||||
As part of our purchase agreement, we may pay up to an additional $8.5 million of contingent earn-out consideration over the next three years based on the achievement of certain revenue benchmarks established for calendar years 2014, 2015 and 2016 for each of the Eagle entities. The purchase price includes the original estimated fair value of the contingent earn-out consideration recorded at the present value of $2.0 million. The estimated fair value of the contingent earn-out consideration was determined using a probability-weighted discounted cash flow model. We determined the fair value of the contingent consideration obligations by calculating the probability-weighted earn-out payments based on our assessment of the likelihood that the benchmarks will be achieved. The probability-weighted earn-out payments were then discounted using a discount rate based on an internal rate of return analysis using the probability-weighted cash flows. The fair value measurement includes revenue forecasts which are a Level 3 measurement as discussed in Note 8 to our consolidated financial statements included in this annual report on Form 10-K. The fair value of the contingent earn-out consideration is reviewed quarterly over the earn-out period to compare actual revenue earned to the estimated revenue used in our forecasts. | |||||||||||||||||
As of December 31, 2014, $0.9 million of the actual cash due toward the contingent earn-out consideration earned is recorded in current liabilities. We may pay up to an additional $5.9 million over the remaining earn-out period based on the achievement of certain revenue benchmarks. The estimated fair value of the contingent earn-out consideration is recorded at the present value of $1.7 million at December 31, 2014. Changes in the estimated fair value of the contingent earn-out consideration, up to the total contractual amount, are reflected in our results of operations in the periods in which they are identified. Changes in the fair value of the contingent earn-out consideration may materially impact and cause volatility in our future operating results. Changes in our estimates for the contingent earn-out consideration are discussed in Note 4 to our consolidated financial statements included in this annual report on Form 10-K. | |||||||||||||||||
The accompanying Consolidated Statements of Operations reflect the operating results of these entities as of the closing date. We believe that strong author relationships, assembled creative talent agreements and the loyal readers of Eagle publications, as well as our ability to market and promote these products through our existing media platform, provides future economic benefits to us. We have recorded goodwill of $2.3 million representing the excess value of these future economic benefits. | |||||||||||||||||
Other Acquisitions | |||||||||||||||||
On December 23, 2014, we completed the acquisition of the construction permit for WLTE-FM in Pendleton, South Carolina for $0.5 million in cash. The asset acquisition cost is reflected in projects-in-process as of December 2014. The station will operate within our Greenville, South Carolina market. | |||||||||||||||||
On December 23, 2014, we completed the acquisition of an FM translator in Pickens, South Carolina for $0.2 million in cash. The asset acquisition cost is included in projects-in-process as of December 2014. The FM Translator will operate in our Greenville, South Carolina market. | |||||||||||||||||
On December 22, 2014, we completed the acquisition of an FM translator in Bayshore Gardens, Florida for $0.1 million in cash. The asset acquisition cost is included in projects-in-process as of December 2014. The FM Translator will operate in our Tampa, Florida market. | |||||||||||||||||
On November 24, 2014, we completed the acquisition of an FM translator in Travelers Rest, South Carolina for $0.2 million in cash. The asset acquisition cost is included in projects-in-process as of December 2014. The FM Translator will operate in our Greenville, South Carolina market. | |||||||||||||||||
On October 1, 2014, we completed the acquisition of radio station KXXT-AM in Phoenix, Arizona for $0.6 million in cash. We began operating the station under an LMA as of June 6, 2014. The accompanying Consolidated Statements of Operations reflect the operating results of this entity as of the LMA date. We recorded goodwill of $1,400 associated with the excess value of this entity attributable to the audience reach obtained. | |||||||||||||||||
On May 22, 2014, we completed the acquisition of radio station WOCN-AM, Miami, Florida and the related transmitter site for $2.5 million in cash. The accompanying Consolidated Statements of Operations reflect the operating results of this entity as of the closing date. On November 24, 2014, we entered a Time Brokerage Agreement (“TBA”) with a programmer under which we will receive monthly license fees beginning in December 2014 through November 2019. Upon acquisition, we recorded goodwill of $12,000 associated with the excess value of this entity attributable to the existing tower site, the related transmitter site and the audience reach obtained. | |||||||||||||||||
On May 6, 2014, we completed the acquisition of WRTH-FM (formerly WOLT-FM) in Greenville, South Carolina for $1.1 million in cash. We began operating this station under an LMA as of February 28, 2014. The accompanying Consolidated Statements of Operations reflect the operating results of this entity as of the LMA date. We recorded goodwill of $6,400 associated with the excess value of this entity attributable to the existing tower site and the audience reach obtained. | |||||||||||||||||
On April 15, 2014, we completed the acquisition of three FM translators for $0.4 million in cash. The asset acquisition cost is reflected in projects-in-process as of December 2014. The FM translators will serve our Orlando, Florida, Tampa, Florida and Omaha, Nebraska markets. | |||||||||||||||||
On February 7, 2014, we completed the acquisition of radio stations KDIS-FM, Little Rock, Arkansas and KRDY-AM, San Antonio, Texas for $2.0 million in cash. We began operating these stations as of the closing date. The accompanying Consolidated Statement of Operations reflects the operating results of these entities as of the closing date. We recorded goodwill of $18,000 associated with the excess value of these entities attributable to existing tower sites and the audience reach obtained. | |||||||||||||||||
Throughout the year ending December 31, 2014, we have acquired domain names associated with our Internet segment for an aggregate amount of approximately $0.4 million in cash. | |||||||||||||||||
A summary of our business acquisitions and asset purchases for the year ended December 31, 2014, none of which were individually or in the aggregate material to our Consolidated financial position as of the respective date of acquisition, is as follows: | |||||||||||||||||
Acquisition Date | Description | Total Cost | |||||||||||||||
(Dollars in thousands) | |||||||||||||||||
23-Dec-14 | WLTE-FM Pendleton, South Carolina (asset acquisition) | $ | 525 | ||||||||||||||
23-Dec-14 | FM Translator, Pickens, South Carolina (asset acquisition) | 185 | |||||||||||||||
22-Dec-14 | FM Translator, Bayshore Gardens, Florida (asset acquisition) | 140 | |||||||||||||||
24-Nov-14 | FM Translator, Traveler's Rest, South Carolina (asset acquisition) | 200 | |||||||||||||||
1-Oct-14 | KXXT-AM Phoenix, Arizona (business acquisition) | 575 | |||||||||||||||
22-May-14 | WOCN-AM Miami, Florida (business acquisition) | 2,450 | |||||||||||||||
6-May-14 | WRTH-FM (formerly WOLT-FM), Greenville, South Carolina (business acquisition) | 1,125 | |||||||||||||||
15-Apr-14 | FM Translators, Orlando, Florida, Tampa, Florida, Omaha, Nebraska (asset purchase) | 357 | |||||||||||||||
7-Feb-14 | KDIS-FM, Little Rock Arkansas and KRDY-AM, San Antonio, Texas (business acquisition) | 1,984 | |||||||||||||||
10-Jan-14 | Eagle Publishing (business acquisition) | 10,628 | |||||||||||||||
Various | Purchases of domain names (asset purchases) | 487 | |||||||||||||||
$ | 18,656 | ||||||||||||||||
Under the acquisition method of accounting as specified in FASB ASC Topic 805 Business Combinations, the total acquisition consideration is allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the date of the transaction. | |||||||||||||||||
Estimates of the fair value include discounted estimated cash flows to be generated by the assets and their expected useful lives based on historical experience, market trends and any synergies believed to be achieved from the acquisition. Acquisitions may include contingent consideration, the fair value of which is estimated as of the acquisition date as the present value of the expected contingent payments as determined using a weighted probability of the payment amounts. We may retain a third-party appraiser to estimate the fair value of the acquired net assets as of the acquisition date. As part of the valuation and appraisal process, the third-party appraiser prepares a report assigning estimated fair values to the various asset categories in our financial statements. These fair value estimates are subjective in nature and require careful consideration and judgment. Management reviews the third party reports for reasonableness of the assigned values. We believe that these valuations and analysis provide appropriate estimates of the fair value for net assets acquired. | |||||||||||||||||
Property and equipment are recorded at the estimated fair value and depreciated on a straight-line basis over their estimated useful lives. Finite-lived intangible assets are recorded at their estimated fair value and amortized on a straight-line basis over their estimated useful lives. Goodwill, which represents the organizational systems and procedures in place to ensure the effective operation of the entity, may also be recorded and tested for impairment. Costs associated with acquisitions, such as consulting and legal fees are expensed as incurred in corporate operating expenses. During the year ended December 31, 2014, we incurred $0.5 million of acquisition-related expenses including $0.1 million in third-party valuation fees and $0.1 million in brokerage fees. | |||||||||||||||||
The total acquisition consideration is equal to the sum of all cash payments, the fair value of any deferred payments and promissory notes, and the present value of any contingent earn-out consideration. We estimate the fair value of contingent earn-out consideration using a probability-weighted discounted cash flow model. The fair value measurement is based on significant inputs that are not observable in the market and thus represent a Level 3 measurement as defined in Note 14 -Fair Value Measurements. The following table summarizes the total acquisition consideration for the year ended December 31, 2014: | |||||||||||||||||
Purchase Price Consideration | Total Consideration | ||||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Cash payments | $ | 12,682 | |||||||||||||||
Escrow deposits paid in prior years | 1,345 | ||||||||||||||||
Deferred cash payments made related to prior year acquisition | (600 | ) | |||||||||||||||
Present value of deferred cash payments (due 2015) | 893 | ||||||||||||||||
Present value of deferred cash payments (due 2016) | 2,289 | ||||||||||||||||
Present value of estimated fair value of contingent earn-out consideration | 2,047 | ||||||||||||||||
Total purchase price consideration | $ | 18,656 | |||||||||||||||
The total acquisition consideration was allocated to the net assets acquired as follows: | |||||||||||||||||
Broadcast | Digital Media | Publishing | Net Assets | ||||||||||||||
Assets Acquired | Assets | Assets | Acquired | ||||||||||||||
Acquired | Acquired | ||||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Assets | |||||||||||||||||
Property and equipment | $ | 2,338 | $ | 1,179 | $ | 3,929 | $ | 7,446 | |||||||||
Developed websites | — | 539 | 38 | 577 | |||||||||||||
Broadcast licenses | 5,144 | — | — | 5,144 | |||||||||||||
Goodwill | 38 | 2,128 | 189 | 2,355 | |||||||||||||
Customer lists and contracts | — | 2,232 | 509 | 2,741 | |||||||||||||
Domain and brand names | — | 1,921 | 843 | 2,764 | |||||||||||||
Subscriber base and lists | — | 2,446 | — | 2,446 | |||||||||||||
Author relationships | — | — | 1,682 | 1,682 | |||||||||||||
Non-compete agreements | — | 79 | 66 | 145 | |||||||||||||
Favorable and assigned leases | 20 | — | — | 20 | |||||||||||||
Liabilities | |||||||||||||||||
Deferred revenue & royalties assumed | — | (3,779 | ) | (2,885 | ) | (6,664 | ) | ||||||||||
$ | 7,540 | $ | 6,745 | $ | 4,371 | $ | 18,656 | ||||||||||
Pending Transactions | |||||||||||||||||
On December 10, 2014, we entered into an APA to acquire radio station WDYZ-FM in Orlando, Florida for $1.3 million in cash. The purchase is subject to the approval of the FCC and is expected to close in the first quarter of 2015. | |||||||||||||||||
On February 20, 2015, we entered into an APA to acquire radio station WDDZ-AM in Pittsburg, Pennsylvania for $1.0 million in cash. The purchase is subject to the approval of the FCC and is expected to close in the second quarter of 2015. | |||||||||||||||||
On February 20, 2015, we entered into an APA to acquire radio station WDWD-AM in Atlanta, Georgia for $2.8 million in cash. The purchase is subject to the approval of the FCC and is expected to close in the second quarter of 2015. | |||||||||||||||||
Discontinued Operations | |||||||||||||||||
Based on operating results that did not meet our expectations, we ceased operating Samaritan Fundraising in December 2011. As of December 31, 2011, all employees of this entity were terminated. As a result of our decision to close operations, there have been no material cash flows associated with this entity and we have no ongoing or further involvement in the operations of this entity. The Consolidated Balance Sheets and Statements of Operations for all prior periods presented were updated to reflect the operating results and net assets of this entity as a discontinued operation. | |||||||||||||||||
The following table sets forth the components of the loss from discontinued operations: | |||||||||||||||||
For the Year Ended December 31, | |||||||||||||||||
2012 | 2013 | ||||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Net revenues | $ | 38 | $ | 10 | |||||||||||||
Operating expenses | 196 | 72 | |||||||||||||||
Operating loss | $ | (158 | ) | $ | (62 | ) | |||||||||||
Impairment of assets used in discontinued operations | — | — | |||||||||||||||
Loss from discontinued operations | $ | (158 | ) | $ | (62 | ) | |||||||||||
Benefit from income taxes | (63 | ) | (25 | ) | |||||||||||||
Loss from discontinued operations, net of tax | $ | (95 | ) | $ | (37 | ) | |||||||||||
During the year ended December 31, 2013, we completed or entered into the following transactions: | |||||||||||||||||
Debt | |||||||||||||||||
On December 30, 2013, we repaid $0.8 million in principal on our current senior secured credit facility, consisting of a term loan of $300.0 million (“Term Loan B”). We recorded a $3,000 pre-tax loss on the early retirement of long-term debt related to the unamortized discount. | |||||||||||||||||
On September 30, 2013, we repaid $4.0 million in principal on our Term Loan B. We recorded a $16,000 pre-tax loss on the early retirement of long-term debt related to the unamortized discount. | |||||||||||||||||
On June 28, 2013, we repaid $4.0 million in principal on the Term Loan B. We recorded a $14,000 pre-tax loss on the early retirement of long-term debt related to the unamortized discount. | |||||||||||||||||
On May 3, 2013, we terminated the Subordinated Debt due to Related Parties (as defined below) with Mr. Atsinger, Mr. Epperson and Mr. Hinz. There were no early termination penalties and no further amounts owed by Salem as a result of the termination of the Subordinated Debt due to Related Parties. | |||||||||||||||||
On March 14, 2013, we entered into the Term Loan B and a senior secured revolving credit facility of $25.0 million (“Revolver”). We used the proceeds from the Term Loan B and the Revolver to fund the repurchase of our Terminated 95/8% Notes pursuant to a cash tender offer launched on February 25, 2013 (“Tender Offer”), and to retire all other outstanding debt and pay related fees. Upon entry into the credit facility, our then existing revolving credit facilities, indebtedness due to First California Bank, and Subordinated Debt due to Related Parties were terminated. As a result of these terminations, we recorded a pre-tax loss on the early retirement of long-term debt of $0.9 million associated with unamortized bank fees and closing costs. | |||||||||||||||||
On March 14, 2013, we tendered for $212.6 million in aggregate principal amount of the Terminated 95/8% Notes for an aggregate purchase price of $240.3 million, or at a price equal to 110.65% of the face value of the Terminated 95/8% Notes in the Tender Offer. We paid $22.7 million for this repurchase resulting in a $26.9 million pre-tax loss on the early retirement of long-term debt, which included approximately $0.8 million of unamortized discount and $2.9 million of bond issue costs associated with the Terminated 95/8% Notes. We issued a notice of redemption to redeem any Terminated 95/8% Notes that remained outstanding after the expiration date of the Tender Offer. On June 3, 2013, we redeemed the remaining $0.9 million of the outstanding Terminated 95/8% Notes to satisfy and discharge Salem's obligations under the indenture for the Terminated 95/8% Notes as of such date. | |||||||||||||||||
Equity | |||||||||||||||||
During the year ended December 31, 2013, after reviewing our earnings, cash flows, financial requirements, and other factors, our Board of Directors' declared equity distributions to all stockholders of record of our Class A and Class B common stock as follows: | |||||||||||||||||
Announcement Date | Record Date | Payment Date | Amount Per Share | Cash Distributed | |||||||||||||
(in thousands) | |||||||||||||||||
20-Nov-13 | 10-Dec-13 | 27-Dec-13 | $ | 0.055 | $ | 1,376 | |||||||||||
12-Sep-13 | 26-Sep-13 | 4-Oct-13 | $ | 0.0525 | 1,308 | ||||||||||||
30-May-13 | 14-Jun-13 | 28-Jun-13 | $ | 0.05 | 1,240 | ||||||||||||
18-Mar-13 | 25-Mar-13 | 1-Apr-13 | $ | 0.05 | 1,234 | ||||||||||||
The actual declaration of future distributions and the establishment of the per share amount, record dates, and payment dates are subject to final determination by our Board of Directors and dependent upon future earnings, cash flows, financial requirements, and other factors. | |||||||||||||||||
Acquisitions | |||||||||||||||||
On December 10, 2013, we acquired Twitchy.com for $0.9 million paid in cash upon close of the transaction and up to $1.2 million in contingent earn-out consideration payable based on the achievement of future page view targets. Twitchy.com is a website featuring selected quotes and current events centered on US politics, global news, sports, entertainment, media, and breaking news. The contingent earn-out consideration is payable upon achievement of page view milestones over a two year period and had an estimated fair value of $0.6 million as of the closing date. We believe that the followers of Twitchy.com, the established relationships and the assembled workforce provide future economic benefits to us, and we recorded goodwill of $0.4 million representing the excess value of the Twitchy.com business. | |||||||||||||||||
On December 9, 2013, we acquired the EverythingInspirational.com domain name along with fourteen Facebook pages and various other Christian-themed social media intangible assets for $0.4 million in cash. We paid $0.1 million in cash upon closing and paid the remaining $0.3 million in cash over three installments during 2014. | |||||||||||||||||
On September 23, 2013, we entered into an APA to acquire radio stations KDIS-FM, Little Rock, Arkansas and KRDY-AM, San Antonio, Texas for $2.5 million in cash, of which $0.5 million related to the KRDY-AM tower site land in San Antonio, Texas. On December 20, 2013, we closed on the land purchase for $0.5 million in cash. The radio station acquisitions closed on February 7, 2014. | |||||||||||||||||
On September 11, 2013, we acquired the GodUpdates.org domain and Facebook page for $0.3 million in cash, which we paid to the buyer on October 22, 2013. | |||||||||||||||||
On August 10, 2013, we acquired Christnotes.org for $0.5 million in cash. Christnotes.org is an online bible resource that allows users to search for bible verses and access commentary from biblical scholars. The acquisition resulted in goodwill of $20,755 representing the excess value of the business to us resulting from the integrated business model and services already established that provide future economic benefits to us due to increased web presence that drives viewers to our content. | |||||||||||||||||
On February 15, 2013, we completed the acquisition of WTOH-FM, Columbus, Ohio, for $4.0 million in cash. We began operating the radio station under a LMA with the prior owner on November 1, 2012. The accompanying Consolidated Statements of Operations reflect the operating results of this entity as of the LMA date. | |||||||||||||||||
On February 5, 2013, we completed the acquisition of WGTK-FM, Greenville, South Carolina, for $5.4 million. The $5.4 million purchase price consists of $1.0 million in cash due upon close of the transaction, $2.0 million payable in April 2014, and $3.0 million payable in advertising credits to Bob Jones University, a related party of the station's owner. The advertising credits are payable over ten years resulting in a fair value of $2.4 million. The $0.6 million discount on the advertising credits was recorded as a reduction of the fair value and will be amortized to interest expense over the ten-year term. We began operating the radio station under a LMA with the prior owner on December 3, 2012. The accompanying Consolidated Statements of Operations reflect the operating results of this entity as of the LMA date. We paid the entire balance due on the seller financed note, including accrued interest on September 30, 2013. | |||||||||||||||||
Throughout the year ending December 31, 2013, we have acquired various domain names, including ChristianHeadlines.com, as well as other intangible assets including applications associated with our Internet segment for an aggregate amount of approximately $0.2 million. | |||||||||||||||||
A summary of our business acquisitions and asset purchases for the year ended December 31, 2013, none of which were material to our consolidated financial position as of the respective date of acquisition, is as follows: | |||||||||||||||||
Acquisition Date | Description | Total Consideration | |||||||||||||||
(Dollars in thousands) | |||||||||||||||||
10-Dec-13 | Twitchy.com (business acquisition) | $ | 1,536 | ||||||||||||||
9-Dec-13 | EverythingInspirational.com (asset purchases) | 400 | |||||||||||||||
23-Sep-13 | Land, San Antonio, Texas (asset purchase) | 500 | |||||||||||||||
11-Sep-13 | GodUpdates.org (asset purchase) | 250 | |||||||||||||||
10-Aug-13 | Christnotes.org (business acquisition) | 500 | |||||||||||||||
15-Feb-13 | WTOH-FM, Columbus, Ohio (business acquisition) | 4,000 | |||||||||||||||
5-Feb-13 | WGTK-FM, Greenville, South Carolina (business acquisition) | 5,427 | |||||||||||||||
Various | Purchase of various intangible Internet assets (asset purchases) | 207 | |||||||||||||||
$ | 12,820 | ||||||||||||||||
Costs associated with these acquisitions, including consulting and legal fees are expensed as incurred in corporate operating expenses. During the year ended December 31, 2013, we incurred $0.2 million of acquisition-related expenses including $0.1 million in brokerage fees. | |||||||||||||||||
The total acquisition consideration is equal to the sum of all cash payments, the fair value of any deferred payments and promissory notes and the net present value of any contingent earn-out consideration. We estimated the fair value of the contingent earn-out consideration using a probability-weighted discounted cash flow model. The fair value measurement is based on significant inputs that are not observable in the market and thus represents a Level 3 measurement as defined in Note 7 -Fair Value Measurements. The following table summarizes the total acquisition consideration for the year ending December 31, 2013: | |||||||||||||||||
Purchase Price Consideration | Total Consideration | ||||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Cash payments | $ | 7,477 | |||||||||||||||
Early repayment of principal on seller-financed note due 2014 | 2,000 | ||||||||||||||||
Deferred cash payments (due 2014) | 300 | ||||||||||||||||
Net present value of deferred advertising credits | 2,427 | ||||||||||||||||
Fair value of contingent earn-out consideration | 616 | ||||||||||||||||
Total purchase price consideration | $ | 12,820 | |||||||||||||||
The total acquisition consideration was allocated to the net assets acquired as follows: | |||||||||||||||||
Broadcast | Digital Media | Net Assets | |||||||||||||||
Assets | Assets | Acquired | |||||||||||||||
Acquired | Acquired | ||||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Assets | |||||||||||||||||
Property and equipment | $ | 1,752 | $ | 355 | $ | 2,107 | |||||||||||
Broadcast licenses | 7,429 | — | 7,429 | ||||||||||||||
Goodwill | 37 | 393 | 430 | ||||||||||||||
Customer lists and contracts | — | 359 | 359 | ||||||||||||||
Domain and brand names | ― | 1,687 | 1,687 | ||||||||||||||
Software | ― | 99 | 99 | ||||||||||||||
Favorable and assigned lease | 709 | — | 709 | ||||||||||||||
$ | 9,927 | $ | 2,893 | $ | 12,820 | ||||||||||||
CONTINGENT_EARNOUT_CONSIDERATI
CONTINGENT EARN-OUT CONSIDERATION | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
CONTINGENT EARN-OUT CONSIDERATION [Abstract] | |||||||||||||
CONTINGENT EARN-OUT CONSIDERATION | NOTE 4. CONTINGENT EARN-OUT CONSIDERATION | ||||||||||||
Our acquisitions of Twitchy.com and entities of Eagle Publishing included contingent consideration, the fair value of which was estimated on the acquisition date as the present value of the expected future contingent payments which we determined using a probability-weighted discounted cash flow model for probabilities of possible future payments. | |||||||||||||
The unobservable inputs used in determining the fair value of the contingent consideration include assumptions as to the ability of the acquired businesses to meet the targets and discount rates used in the calculation. Should the actual results of the acquired business increase or decrease as compared to our estimates and assumptions, the fair value of the contingent consideration obligations would increase or decrease, up to the contracted limit, as applicable. The fair value measurement includes revenue forecasts which are a Level 3 measurement as discussed in Note 8 to our consolidated financial statements included in this annual report on Form 10-K. Any changes in the estimated fair value of the contingent earn-out consideration, up to the contractual amounts, are reflected in our results of operations in the periods they are identified. Any changes in the estimated fair value of the contingent earn-out consideration may materially impact and cause volatility in our future operating results. | |||||||||||||
On December 10, 2013, we recorded an estimate of contingent earn-out consideration payable upon achievement of page view milestones over a two-year period related to our acquisition of Twitchy.com. Using a probability-weighted discounted cash flow model, we estimated the fair value of the $1.2 million total contingent earn-out consideration at the present value of $0.6 million as of the closing date. We recorded an increase of $0.3 million in the fair value of the contingent earn-out consideration associated with our December 2013 acquisition of Twitchy.com. The increase reflects actual page views in excess of those estimated at the time of our projections. We will continue to review our estimates quarterly over the remaining one-year earn-out period. As of March 13, 2015, we have paid $0.6 million in cash toward the contingent earn-out consideration and may pay up to an additional $0.7 million over the remaining earn-out period based on the achievement of certain page view milestones established in the purchase agreement. The estimated fair value of the contingent earn-out consideration is recorded at the present value of $0.4 million at December 31, 2014 | |||||||||||||
On January 10, 2014, we recorded an estimate of contingent earn-out consideration payable upon achievement of certain revenue benchmarks over a three-year period related to the acquisition of the Eagle entities. Using a probability-weighted discounted cash flow model, we recorded the estimated fair value of the $8.5 million total contingent earn-out consideration at the present value of $2.0 million as of the closing date. We recorded a net increase of $0.4 million in the fair value of the contingent earn-out consideration associated with Eagle entities. The net increase reflects actual revenues earned by Eagle entities in excess of those estimated at the time of our projections. We will continue to review our estimates quarterly over the remaining earn-out period of two years. As of December 31, 2014, $0.9 million of the actual cash due toward the contingent earn-out consideration earned is recorded in current liabilities. We may pay up to an additional $5.9 million over the remaining earn-out period based on the achievement of certain revenue benchmarks. The estimated fair value of the contingent earn-out consideration is recorded at the present value of $1.7 million at December 31, 2014. | |||||||||||||
Any changes in the estimated fair value of the contingent earn-out consideration, up to the contracted amount, will be reflected in our results of operations in future periods as they are identified. Changes in the fair value of the contingent earn-out consideration may materially impact and cause volatility in our future operating results. | |||||||||||||
The following table reflects the changes in the present value of our acquisition related contingent earn-out consideration for the twelve months ended December 31, 2014: | |||||||||||||
Twelve months ended December 31, 2014 | |||||||||||||
Short-Term | Long-Term Other | Total | |||||||||||
Accrued Expenses | Liabilities | ||||||||||||
(dollars in thousands) | |||||||||||||
Beginning Balance as of January 1, 2014 | $ | 329 | $ | 287 | $ | 616 | |||||||
Acquisitions | 692 | 1,355 | 2,047 | ||||||||||
Accretion of acquisition-related contingent consideration | 68 | 120 | 188 | ||||||||||
Change in the estimated fair value of contingent earn-out consideration | 341 | 393 | 734 | ||||||||||
Reclassification of payments due in next12 month to short-term | 445 | (445 | ) | — | |||||||||
Payments | (300 | ) | — | (300 | ) | ||||||||
Ending Balance as of December 31, 2014 | $ | 1,575 | $ | 1,710 | $ | 3,285 | |||||||
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
PROPERTY AND EQUIPMENT [Abstract] | |||||||||||||||||||||
PROPERTY AND EQUIPMENT | NOTE 5. PROPERTY AND EQUIPMENT | ||||||||||||||||||||
The following is a summary of the categories of our property and equipment: | |||||||||||||||||||||
As of December 31, | |||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Land | $ | 29,748 | $ | 29,424 | |||||||||||||||||
Buildings | 24,695 | 24,898 | |||||||||||||||||||
Office furnishings and equipment | 38,794 | 39,772 | |||||||||||||||||||
Antennae, towers and transmitting equipment | 76,454 | 78,628 | |||||||||||||||||||
Studio and production equipment | 29,819 | 30,202 | |||||||||||||||||||
Computer software and website development costs | 21,653 | 26,593 | |||||||||||||||||||
Record and tape libraries | 65 | 59 | |||||||||||||||||||
Automobiles | 1,139 | 1,205 | |||||||||||||||||||
Leasehold improvements | 17,414 | 19,634 | |||||||||||||||||||
Construction-in-progress | 4,362 | 4,307 | |||||||||||||||||||
$ | 244,143 | $ | 254,722 | ||||||||||||||||||
Less accumulated depreciation | (145,215 | ) | (155,495 | ) | |||||||||||||||||
$ | 98,928 | $ | 99,227 | ||||||||||||||||||
Depreciation expense was approximately $12.6 million, $12.4 million and $12.3 million for the years ended December 31, 2014, 2013, and 2012, respectively, which includes depreciation of $53,000 for each of these years on a radio station tower valued at $0.8 million under a capital lease obligation. Accumulated depreciation associated with the capital lease was $411,000, $344,000 and $291,000 at December 31, 2014, 2013 and 2012, respectively. | |||||||||||||||||||||
Based on changes in management's planned usage, we classified land in Covina, California as held for sale as of June 2012. We evaluated the land for impairment in accordance with guidance for impairment of long-lived assets held for sale. We determined that the carrying value of the land exceeded the estimated fair value less costs to sell. We recorded an impairment charge of $5.6 million associated with the land based on our estimated sale price. In December 2012, after several purchase offers for the land were terminated, we obtained a third party valuation for the land. Based on the fair value determined by the third-party, we recorded an additional impairment charge of $1.2 million associated with the land. | |||||||||||||||||||||
There were no indications of impairment present during the period ending December 31, 2014 and it is our intent to continue to pursue the sale of this land. | |||||||||||||||||||||
The table below presents the fair value measurements used to value this asset. | |||||||||||||||||||||
Fair Value Measurements Using: | |||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Description | As of December 31, | Quoted prices in | Significant Other | Significant | Total Gains | ||||||||||||||||
2014 | active markets | Observable | Unobservable | (Losses) | |||||||||||||||||
(Level 1) | Inputs (Level 2) | Inputs (Level 3) | |||||||||||||||||||
Long-Lived Asset Held for Sale | $ | 1,700 | $ | 1,700 | $ | — |
AMORTIZABLE_INTANGIBLE_ASSETS
AMORTIZABLE INTANGIBLE ASSETS | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
AMORTIZABLE INTANGIBLE ASSETS [Abstract] | |||||||||||||
AMORTIZABLE INTANGIBLE ASSETS | NOTE 6. AMORTIZABLE INTANGIBLE ASSETS | ||||||||||||
The following tables provide a summary of our significant classes of amortizable intangible assets: | |||||||||||||
As of December 31, 2014 | |||||||||||||
Accumulated | |||||||||||||
Cost | Amortization | Net | |||||||||||
(Dollars in thousands) | |||||||||||||
Customer lists and contracts | $ | 19,910 | $ | (16,558 | ) | $ | 3,352 | ||||||
Domain and brand names | 15,465 | (9,722 | ) | 5,743 | |||||||||
Favorable and assigned leases | 2,379 | (1,795 | ) | 584 | |||||||||
Subscriber base and lists | 4,302 | (2,671 | ) | 1,631 | |||||||||
Author relationships | 2,245 | (1,379 | ) | 866 | |||||||||
Non-compete agreements | 888 | (669 | ) | 219 | |||||||||
Other amortizable intangible assets | 1,336 | (1,336 | ) | — | |||||||||
$ | 46,525 | $ | (34,130 | ) | $ | 12,395 | |||||||
As of December 31, 2013 | |||||||||||||
Accumulated | |||||||||||||
Cost | Amortization | Net | |||||||||||
(Dollars in thousands) | |||||||||||||
Customer lists and contracts | $ | 17,170 | $ | (13,830 | ) | $ | 3,340 | ||||||
Domain and brand names | 12,700 | (8,124 | ) | 4,576 | |||||||||
Favorable and assigned leases | 2,358 | (1,701 | ) | 657 | |||||||||
Subscriber base and lists | 1,856 | (1,856 | ) | — | |||||||||
Author relationships | 563 | (563 | ) | — | |||||||||
Non-compete agreements | 743 | (550 | ) | 193 | |||||||||
Other amortizable intangible assets | 1,336 | (1,309 | ) | 27 | |||||||||
$ | 36,726 | $ | (27,933 | ) | $ | 8,793 | |||||||
Based on the amortizable intangible assets as of December 31, 2014, we estimate amortization expense for the next five years to be as follows: | |||||||||||||
Year Ending December 31, | Amortization Expense | ||||||||||||
(Dollars in thousands) | |||||||||||||
2015 | $ | 4,858 | |||||||||||
2016 | 2,941 | ||||||||||||
2017 | 1,537 | ||||||||||||
2018 | 1,318 | ||||||||||||
2019 | 919 | ||||||||||||
Thereafter | 822 | ||||||||||||
Total | $ | 12,395 | |||||||||||
NOTES_PAYABLE_AND_LONGTERM_DEB
NOTES PAYABLE AND LONG-TERM DEBT | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
NOTES PAYABLE AND LONG-TERM DEBT [Abstract] | |||||||||||||||||
NOTES PAYABLE AND LONG-TERM DEBT | NOTE 7. NOTES PAYABLE AND LONG-TERM DEBT | ||||||||||||||||
Salem Media Group, Inc. has no independent assets or operations, the subsidiary guarantees are full and unconditional and joint and several, and any subsidiaries of Salem Media Group, Inc. other than the subsidiary guarantors are minor. | |||||||||||||||||
Term Loan B and Revolving Credit Facility | |||||||||||||||||
On March 14, 2013, we entered into a senior secured credit facility, consisting of the Term Loan B of $300.0 million and a revolving credit facility of $25.0 million (“Revolver”). The Term Loan B was issued at a discount for total net proceeds of $298.5 million. The discount is being amortized to non-cash interest expense over the life of the loan using the effective interest method. For each of the twelve months ended December 31, 2013 and 2014, approximately $0.2 million, respectively, of the discount has been recognized as interest expense including approximately $0.3 million of bank loan fees. | |||||||||||||||||
The Term Loan B has a term of seven years, maturing in March 2020. During this term, the principal amount may be increased by up to an additional $60.0 million, subject to the terms and conditions of the credit agreement. We are required to make principal payments of $750,000 per quarter which began on September 30, 2013 for the Term Loan B. Prepayments may be made against the outstanding balance of our Term Loan B. Each repayment of the outstanding Term Loan B is applied ratably to each of the next four principal installments thereof in the direct order of maturity and thereafter to the remaining principal balance in reverse order of maturity. | |||||||||||||||||
We have made prepayments on our Term Loan B, including interest through the date of the as follows: | |||||||||||||||||
Date | Principal Paid | Unamortized Discount | |||||||||||||||
(Dollars in Thousands) | |||||||||||||||||
31-Dec-14 | $ | 4,000 | $ | 16 | |||||||||||||
28-Nov-14 | 4,000 | 15 | |||||||||||||||
29-Sep-14 | 5,000 | 18 | |||||||||||||||
31-Mar-14 | 2,250 | 8 | |||||||||||||||
30-Dec-13 | 750 | 3 | |||||||||||||||
30-Sep-13 | 4,000 | 16 | |||||||||||||||
28-Jun-13 | 4,000 | 14 | |||||||||||||||
The Revolver has a term of five years, maturing in March 2018. We report outstanding balances on our Revolver as short-term based on use of the Revolver to fund ordinary and customary operating cash needs with repayments made frequently. We believe that the borrowing capacity under our Term Loan B and Revolver allows us to meet our ongoing operating requirements, fund capital expenditures and satisfy our debt service requirements for at least the next twelve months. | |||||||||||||||||
Borrowings under the Term Loan B may be made at LIBOR (subject to a floor of 1.00%) plus a spread of 3.50% or Wells Fargo's base rate plus a spread of 2.50%. Borrowings under the Revolver may be made at LIBOR or Wells Fargo's base rate plus a spread determined by reference to our leverage ratio, as set forth in the pricing grid below. If an event of default occurs under the credit agreement, the applicable interest rate may increase by 2.00% per annum. At December 31, 2014, the blended interest rate on amounts outstanding under the Term Loan B and Revolver was 5.05%. | |||||||||||||||||
Revolver Pricing | |||||||||||||||||
Pricing Level | Consolidated Leverage Ratio | Base Rate Loans | LIBOR Loans | ||||||||||||||
1 | Less than 3.00 to 1.00 | 1.25 | % | 2.25 | % | ||||||||||||
2 | Greater than or equal to 3.00 to 1.00 but less than 4.00 to 1.00 | 1.5 | % | 2.5 | % | ||||||||||||
3 | Greater than or equal to 4.00 to 1.00 but less than 5.00 to 1.00 | 1.75 | % | 2.75 | % | ||||||||||||
4 | Greater than or equal to 5.00 to 1.00 but less than 6.00 to 1.00 | 2 | % | 3 | % | ||||||||||||
5 | Greater than or equal to 6.00 to 1.00 | 2.5 | % | 3.5 | % | ||||||||||||
The obligations under the credit agreement and the related loan documents are secured by liens on substantially all of the assets of Salem and its subsidiaries, other than certain exceptions set forth in the Security Agreement, dated as of March 14, 2013, among Salem, the subsidiary guarantors party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (the “Security Agreement”) and such other related loan documents. | |||||||||||||||||
With respect to financial covenants, the credit agreement includes a minimum interest coverage ratio, which started at 1.50 to 1.0 and steps up to 2.50 to 1.0 by 2016 and a maximum leverage ratio, which started at 6.75 to 1.0 and steps down to 5.75 to 1.0 by 2017. The credit agreement also includes other negative covenants that are customary for credit facilities of this type, including covenants that, subject to exceptions described in the credit agreement, restrict the ability of Salem and its subsidiary guarantors: (i) to incur additional indebtedness; (ii) to make investments; (iii) to make distributions, loans or transfers of assets; (iv) to enter into, create, incur, assume or suffer to exist any liens; (v) to sell assets; (vi) to enter into transactions with affiliates; or (vii) to merge or consolidate with, or dispose of all or substantially all assets to, a third party. As of December 31, 2014, our leverage ratio was 5.45 to 1 compared to our compliance covenant of 6.50 and our interest coverage ratio was 3.24 compared to our compliance ratio of 2.0. We were in compliance with our debt covenants under the credit facility at December 31, 2014. | |||||||||||||||||
Terminated Senior Secured Second Lien Notes | |||||||||||||||||
On December 1, 2009, we issued $300.0 million principal amount of our 95/8% Notes Senior Secured Second Lien Notes due 2016 (“Terminated 95/8% Notes”) at a discount for $298.1 million resulting in an effective yield of 9.75%. Interest was due and payable on June 15 and December 15 of each year, commencing June 15, 2010 until maturity. We were not required to make principal payments on the Terminated 95/8% Notes, which were due in full in December 2016. The Terminated 95/8% Notes were guaranteed by all of our existing domestic restricted subsidiaries. Upon issuance, we were required to pay $28.9 million per year in interest on the then outstanding Terminated 95/8% Notes. As of December 31, 2012, accrued interest on the Terminated 95/8% Notes was $0.9 million. The discount was being amortized to interest expense over the term of the Terminated 95/8% Notes based on the effective interest method. For the twelve months ended December 31, 2013, $37,000 of the discount, respectively, was recognized as interest expense. | |||||||||||||||||
On March 14, 2013, we tendered for $212.6 million in aggregate principal amount of the Terminated 95/8% Notes for an aggregate purchase price of $240.3 million, or at a price equal to 110.65% of the face value of the Terminated 95/8% Notes in the Tender Offer. We paid $22.7 million for this repurchase resulting in a $26.9 million pre-tax loss on the early retirement of long-term debt, which included approximately $0.8 million of unamortized discount and $2.9 million of bond issue costs associated with the Terminated 95/8% Notes. We issued a notice of redemption to redeem any of the Terminated 95/8% Notes that remained outstanding after the expiration date of the Tender Offer. On June 3, 2013, we redeemed the remaining $0.9 million of the outstanding Terminated 95/8% Notes to satisfy and discharge Salem's obligations under the indenture for the Terminated 95/8% Notes. The carrying value of the Terminated 95/8% Notes was $212.6 million at December 31, 2012. There are no outstanding Terminated 95/8% Notes as of the effectiveness of the redemption. | |||||||||||||||||
Information regarding repurchases and redemptions of the Terminated 95/8% Notes is as follows: | |||||||||||||||||
Date | Principal | Premium | Unamortized | Bond Issue | |||||||||||||
Redeemed/Repurchased | Paid | Discount | Costs | ||||||||||||||
(Dollars in thousands) | |||||||||||||||||
3-Jun-13 | $ | 903 | $ | 27 | $ | 3 | $ | - | |||||||||
14-Mar-13 | 212,597 | 22,650 | 837 | 2,867 | |||||||||||||
12-Dec-12 | 4,000 | 120 | 17 | 57 | |||||||||||||
1-Jun-12 | 17,500 | 525 | 80 | 287 | |||||||||||||
12-Dec-11 | 12,500 | 375 | 62 | 337 | |||||||||||||
6-Sep-11 | 5,000 | 144 | 26 | 135 | |||||||||||||
1-Jun-11 | 17,500 | 525 | 93 | 472 | |||||||||||||
1-Dec-10 | 12,500 | 375 | 70 | 334 | |||||||||||||
1-Jun-10 | 17,500 | 525 | 105 | 417 | |||||||||||||
Terminated Senior Credit Facility | |||||||||||||||||
On December 1, 2009, we entered into a Revolver (“Terminated Revolver”). We amended the Terminated Revolver on November 1, 2010 to increase the borrowing capacity from $30 million to $40 million. The amendment allowed us to use borrowings under the Revolver, subject to the “Available Amount” as defined by the terms of the credit agreement, to redeem applicable portions of the Terminated 95/8% Notes. The calculation of the “Available Amount” also pertained to the payment of dividends when the leverage ratio was above 5.0 to 1. | |||||||||||||||||
On November 15, 2011, we completed the Second Amendment of the Terminated Revolver to, among other things, (1) extend the maturity date from December 1, 2012 to December 1, 2014, (2) change the interest rate applicable to LIBOR or the Wells Fargo base rate plus a spread to be determined based on our leverage ratio, (3) allow us to borrow and repay unsecured indebtedness provided certain conditions are met and (4) include step-downs related to our leverage ratio covenant. We incurred $0.5 million in fees to complete this amendment, which were being amortized over the remaining term of the agreement. The applicable interest rate relating to the amended credit agreement was LIBOR plus a spread of 3.00% per annum or the Base Rate plus a spread of 1.25% per annum, which was adjustable based on our leverage ratio. If an event of default occurred, the interest rate could be increased by 2.00% per annum. Details of the change in our rate based on our leverage ratio were as follows: | |||||||||||||||||
Consolidated Leverage Ratio | Base Rate | Eurodollar | Applicable Fee | ||||||||||||||
Rate Loans | Rate | ||||||||||||||||
Less than 3.25 to 1.00 | 0.75 | % | 2.25 | % | 0.4 | % | |||||||||||
Greater than or equal to 3.25 to 1.00 but less than 4.50 to 1.00 | 0.75 | % | 2.5 | % | 0.5 | % | |||||||||||
Greater than or equal to 4.50 to 1.00 but less than 6.00 to 1.00 | 1.25 | % | 3 | % | 0.6 | % | |||||||||||
Greater than or equal to 6.00 to 1.00 | 2.25 | % | 3.5 | % | 0.75 | % | |||||||||||
The Terminated Revolver included a $5 million subfacility for standby letters of credit and a subfacility for swingline loans of up to $5 million, subject to the terms and conditions of the credit agreement relating to the Terminated Revolver. In addition to interest charges outlined above, we paid a commitment fee on the unused balance based on the Applicable Fee Rate in the above table. | |||||||||||||||||
The Terminated Revolver was terminated on March 14, 2013 upon entry into our current senior secured credit facility. This termination resulted in a $0.9 million pre-tax loss on the early retirement of long-term debt related to unamortized credit facility fees. There was no outstanding balance on the Terminated Revolver as of the termination date. | |||||||||||||||||
Terminated Subordinated Credit Facility with First California Bank | |||||||||||||||||
On May 21, 2012, we entered into a Business Loan Agreement, Promissory Note and related loan documents with First California Bank (the “FCB Loan”). The FCB Loan was an unsecured, $10.0 million fixed-term loan with a maturity date of June 15, 2014. The interest rate for the FCB Loan (“Interest Rate”) was variable and was equal to the greater of: (a) 4.250% or (b) the Wall Street Journal Prime Rate as published in The Wall Street Journal and reported by FCB plus 1%. | |||||||||||||||||
We were required to repay the FCB Loan as follows: (a) twenty-three (23) consecutive monthly interest payments based upon the then-current principal balance outstanding at the then-current Interest Rate commencing on September 15, 2012; (b) seven (7) quarterly consecutive principal payments of $1.25 million each commencing on September 15, 2012; and (c) one (1) final principal and interest payment on June 15, 2014 of all outstanding and unpaid interest and principal as of such maturity date. The FCB Loan could be prepaid at any time subject to a minimum interest charge of fifty dollars ($50). If an event of default occurred on the FCB Loan, the Interest Rate could have been increased by 5.00% per annum. | |||||||||||||||||
The FCB loan was terminated on March 14, 2013 upon entry into our current senior secured credit facility. This termination resulted in a $33,000 pre-tax loss on the early retirement of long-term debt for unamortized credit facility fees. There was no outstanding balance on the FCB Loan as of the termination date. | |||||||||||||||||
Terminated Subordinated Debt due to Related Parties | |||||||||||||||||
On November 17, 2011, we entered into subordinated lines of credit “Terminated Subordinated Debt due Related Parties” with Edward G. Atsinger III, Chief Executive Officer and director of Salem, and Stuart W. Epperson, Chairman of Salem's Board of Directors. Pursuant to the related agreements, Mr. Epperson committed to provide an unsecured revolving line of credit to Salem in a principal amount of up to $3 million, and Mr. Atsinger committed to provide an unsecured revolving line of credit in a principal amount of up to $6 million. On May 21, 2012, we also entered into a subordinated line of credit with Roland S. Hinz, a Salem board member. Mr. Hinz committed to provide an unsecured revolving line of credit in a principal amount of up to $6 million. On September 12, 2012, we amended and restated the original subordinated line of credit with Mr. Hinz to increase the unsecured revolving line of credit by $6 million for a total line of credit of up to $12 million. | |||||||||||||||||
The proceeds of the Terminated Subordinated Debt due to Related Parties could be used to repurchase a portion of the Terminated 95/8% Notes. Outstanding amounts under each subordinated line of credit bore interest at a rate equal to the lesser of (1) 5% per annum and (2) the maximum rate permitted for subordinated debt under the Terminated Revolver referred to above plus 2% per annum. Interest was payable at the time of any repayment of principal. In addition, outstanding amounts under each subordinated line of credit were required to be repaid within three (3) months from the time that such amounts were borrowed, with the exception of the subordinated line of credit with Mr. Hinz, which was to be repaid within six (6) months from the time that such amounts were borrowed. The Terminated Subordinated Debt due to Related Parties did not contain any covenants. On March 14, 2013, we repaid these lines of credit upon entry into our current senior secured credit facility. On April 3, 2013, we provided written notice to Messrs. Atsinger, Epperson and Hinz electing to terminate the Terminated Subordinated Debt due to Related Parties and related agreements effective as of May 3, 2013. There were no outstanding balances on the Terminated Subordinated Debt due to Related Parties as of the termination date. | |||||||||||||||||
Summary of long-term debt obligations | |||||||||||||||||
Long-term debt consisted of the following: | |||||||||||||||||
As of December 31, 2013 | As of December 31, 2014 | ||||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Term Loan B | $ | 289,939 | $ | 274,933 | |||||||||||||
Revolver | — | 1,784 | |||||||||||||||
Capital leases and other loans | 854 | 788 | |||||||||||||||
290,793 | 277,505 | ||||||||||||||||
Less current portion | (3,121 | ) | (1,898 | ) | |||||||||||||
$ | 287,672 | $ | 275,607 | ||||||||||||||
In addition to the outstanding amounts listed above, we also have interest payments related to our long-term debt as follows as of December 31, 2014: | |||||||||||||||||
• | Outstanding borrowings of $276.0 million under the Term Loan B with interest payments due at LIBOR (subject to a floor of 1.00%) plus 3.50% or prime rate plus 2.50%; and | ||||||||||||||||
• | Outstanding borrowings of $1.8 million under the Revolver, with interest payments due at LIBOR plus 3.00% or at prime rate plus 2.00%. | ||||||||||||||||
Other Debt | |||||||||||||||||
We have several capital leases related to office equipment. The obligation recorded at December 31, 2013 and 2014 represents the present value of future commitments under the capital lease agreements. | |||||||||||||||||
Maturities of Long-Term Debt | |||||||||||||||||
Principal repayment requirements under all long-term debt agreements outstanding at December 31, 2014 for each of the next five years and thereafter are as follows: | |||||||||||||||||
Amount | |||||||||||||||||
For the Twelve Months Ended December 31, | (Dollars in thousands) | ||||||||||||||||
2015 | $ | 1,898 | |||||||||||||||
2016 | 3,106 | ||||||||||||||||
2017 | 3,114 | ||||||||||||||||
2018 | 3,105 | ||||||||||||||||
2019 | 3,103 | ||||||||||||||||
Thereafter | 263,179 | ||||||||||||||||
$ | 277,505 | ||||||||||||||||
FAIR_VALUE_ACCOUNTING
FAIR VALUE ACCOUNTING | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
FAIR VALUE ACCOUNTING [Abstract] | |||||||||||||||||||||
FAIR VALUE ACCOUNTING | NOTE 8. FAIR VALUE ACCOUNTING | ||||||||||||||||||||
FASB ASC Topic 820 “Fair Value Measurements and Disclosures” established a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring fair value. This framework defines three levels of inputs to the fair value measurement process and requires that each fair value measurement be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety. The three broad levels of inputs defined by the FASB ASC Topic 820 hierarchy are as follows: | |||||||||||||||||||||
• | Level 1 Inputs—quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; | ||||||||||||||||||||
• | Level 2 Inputs—inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability; and | ||||||||||||||||||||
• | Level 3 Inputs—unobservable inputs for the asset or liability. These unobservable inputs reflect the entity's own assumptions about the assumptions that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity's own data). | ||||||||||||||||||||
As of December 31, 2013, the carrying value of cash and cash equivalents, trade accounts receivables, accounts payable, accrued expenses and accrued interest approximates fair value due to the short-term nature of such instruments. The carrying value of other long-term liabilities approximates fair value as the related interest rates approximate rates currently available to the company. The following table summarizes the fair value of our financial assets that are measured at fair value: | |||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||
Total Fair Value and | Fair Value Measurement Category | ||||||||||||||||||||
Carrying Value on | |||||||||||||||||||||
Balance Sheet | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 33 | $ | 33 | $ | — | $ | — | |||||||||||||
Trade accounts receivable, net | 34,781 | 34,781 | — | — | |||||||||||||||||
Fair value of interest rate swap | 475 | — | 475 | — | |||||||||||||||||
Liabilities: | |||||||||||||||||||||
Accounts payable | 2,964 | 2,964 | — | — | |||||||||||||||||
Accrued expenses including estimated fair value of contingent earn-out consideration (see Note 4) | 12,704 | 11,129 | — | 1,575 | |||||||||||||||||
Accrued interest | 48 | 48 | — | — | |||||||||||||||||
Long term liabilities including estimated fair value of contingent earn-out consideration (see Note 4) | 4,123 | 2,413 | — | 1,710 | |||||||||||||||||
Long-term debt | 277,505 | 277,505 | — | — | |||||||||||||||||
INCOME_TAXES
INCOME TAXES | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
INCOME TAXES [Abstract] | |||||||||||||
INCOME TAXES | NOTE 9. INCOME TAXES | ||||||||||||
We account for income taxes in accordance with FASB ASC Topic 740 “Income Taxes.” Deferred income taxes are determined based on the difference between the consolidated financial statement and income tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Our evaluation was performed for tax years that remain subject to examination by major tax jurisdictions, which range from 2010 through 2013. | |||||||||||||
The consolidated provision (benefit) for income taxes from continuing operations for Salem consisted of the following: | |||||||||||||
December 31, | |||||||||||||
2012 | 2013 | 2014 | |||||||||||
(Dollars in thousands) | |||||||||||||
Current: | |||||||||||||
Federal | $ | 8 | $ | — | $ | — | |||||||
State | 198 | 193 | 269 | ||||||||||
206 | 193 | 269 | |||||||||||
Deferred: | |||||||||||||
Federal | 3,649 | (1,075 | ) | 3,932 | |||||||||
State | (3,702 | ) | (3,310 | ) | 564 | ||||||||
(53 | ) | (4,385 | ) | 4,496 | |||||||||
Provision for (benefit from) income taxes | $ | 153 | $ | (4,192 | ) | $ | 4,765 | ||||||
Discontinued operations are reported net of the tax benefit of $(0.02) million in 2013. | |||||||||||||
The consolidated deferred tax asset and liability consisted of the following: | |||||||||||||
December 31, | |||||||||||||
2013 | 2014 | ||||||||||||
(Dollars in thousands) | |||||||||||||
Deferred tax assets: | |||||||||||||
Financial statement accruals not currently deductible | $ | 6,786 | $ | 8,045 | |||||||||
Net operating loss, AMT credit and other carryforwards | 71,246 | 72,618 | |||||||||||
State taxes | 90 | 108 | |||||||||||
Other | 3,322 | 3,821 | |||||||||||
Total deferred tax assets | 81,444 | 84,592 | |||||||||||
Valuation allowance for deferred tax assets | (2,868 | ) | (2,952 | ) | |||||||||
Net deferred tax assets | $ | 78,576 | $ | 81,640 | |||||||||
Deferred tax liabilities: | |||||||||||||
Excess of net book value of property and equipment and software for financial reporting purposes over tax basis | $ | 3,840 | 3,000 | ||||||||||
Excess of net book value of intangible assets for financial reporting purposes over tax basis | 109,133 | 118,773 | |||||||||||
Interest rate swap | 1,251 | 187 | |||||||||||
Unrecognized tax benefits | 933 | 110 | |||||||||||
Other | — | 526 | |||||||||||
Total deferred tax liabilities | 115,157 | 122,596 | |||||||||||
Net deferred tax liabilities | $ | (36,581 | ) | $ | (40,956 | ) | |||||||
The following table reconciles the above net deferred tax liabilities to the financial statements: | |||||||||||||
December 31, | |||||||||||||
2013 | 2014 | ||||||||||||
(Dollars in thousands) | |||||||||||||
Deferred income tax asset per balance sheet | $ | 6,876 | $ | 8,153 | |||||||||
Deferred income tax liability per balance sheet | (43,457 | ) | (49,109 | ) | |||||||||
$ | (36,581 | ) | $ | (40,956 | ) | ||||||||
A reconciliation of the statutory federal income tax rate to the provision for income tax is as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
2012 | 2013 | 2014 | |||||||||||
(Dollars in thousands) | |||||||||||||
Statutory federal income tax rate (at 35%) | $ | 1,637 | $ | (2,411 | ) | $ | 3,584 | ||||||
Effect of state taxes, net of federal | (2,278 | ) | (2,025 | ) | 542 | ||||||||
Permanent items | 788 | 270 | 613 | ||||||||||
Other, net | 6 | (26 | ) | 26 | |||||||||
Provision for income taxes | $ | 153 | $ | (4,192 | ) | $ | 4,765 | ||||||
At December 31, 2014, we had net operating loss carryforwards for federal income tax purposes of approximately $159.0 million that expire in 2021 through 2034 and for state income tax purposes of approximately $972.8 million that expire in years 2019 through 2034. For financial reporting purposes at December 31, 2014, we had a valuation allowance of $3.0 million, net of federal benefit, to offset a portion of the deferred tax assets related to state net operating loss carryforwards that may not be realized. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
COMMITMENTS AND CONTINGENCIES [Abstract] | |||||||||||||
COMMITMENTS AND CONTINGENCIES | NOTE 10. COMMITMENTS AND CONTINGENCIES | ||||||||||||
The company enters into various agreements in the normal course of business that contain minimum guarantees. These minimum guarantees are often tied to future events, such as future revenue earned in excess of the contractual level. Accordingly, the fair value of these arrangements is zero. | |||||||||||||
The company and its subsidiaries, incident to its business activities, are parties to a number of legal proceedings, lawsuits, arbitration and other claims. Such matters are subject to many uncertainties and outcomes that are not predictable with assurance. The company maintains insurance that may provide coverage for such matters. Consequently, the company is unable to ascertain the ultimate aggregate amount of monetary liability or the financial impact with respect to these matters. The company believes, at this time, that the final resolution of these matters, individually and in the aggregate, will not have a material adverse effect upon the company's annual consolidated financial position, results of operations or cash flows. | |||||||||||||
Salem leases various land, offices, studios and other equipment under operating leases that generally expire over the next ten to twenty-five years. The majority of these leases are subject to escalation clauses and may be renewed for successive periods ranging from one to five years on terms similar to current agreements and except for specified increases in lease payments. Rental expense included in operating expense under all lease agreements was $15.7 million, $16.9 million and $17.9 million in 2012, 2013 and 2014, respectively. | |||||||||||||
Future minimum rental payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2014, are as follows: | |||||||||||||
Related Parties | Other | Total | |||||||||||
(Dollars in thousands) | |||||||||||||
2015 | $ | 1,462 | $ | 9,577 | $ | 11,039 | |||||||
2016 | 1,386 | 8,315 | 9,701 | ||||||||||
2017 | 1,064 | 7,480 | 8,544 | ||||||||||
2018 | 445 | 6,663 | 7,108 | ||||||||||
2019 | 202 | 5,773 | 5,975 | ||||||||||
Thereafter | 3,844 | 34,642 | 38,486 | ||||||||||
$ | 8,403 | $ | 72,450 | $ | 80,853 | ||||||||
STOCK_INCENTIVE_PLAN
STOCK INCENTIVE PLAN | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||
STOCK INCENTIVE PLAN [Abstract] | |||||||||||||||||||||||||||
STOCK INCENTIVE PLAN | NOTE 11. STOCK INCENTIVE PLAN | ||||||||||||||||||||||||||
The company has one stock incentive plan. The Amended and Restated 1999 Stock Incentive Plan (the “Plan”) allows the company to grant stock options and restricted stock to employees, directors, officers and advisors of the company. A maximum of 5,000,000 shares are authorized under the Plan. Options generally vest over a four-year period and have a maximum term of five years from the vesting date. The Plan provides that vesting may be accelerated upon the occurrence of certain corporate transactions of the company. The Plan provides that the Board of Directors, or a committee appointed by the Board, has discretion, subject to certain limits, to modify the terms of outstanding options. We recognize non-cash stock-based compensation expense related to the estimated fair value of stock options granted in accordance with FASB ASC Topic 718 Compensation—Stock Compensation. | |||||||||||||||||||||||||||
During the year ending December 31, 2012, the Board of Directors accelerated the vesting period for two outstanding stock awards issued to two employees. This accelerated vesting resulted in additional compensation expense of $0.1 million recognized in the fourth quarter of 2012. During the year ending December 31, 2014, the Board of Directors accelerated the vesting period for three outstanding stock awards issued to an employee. This accelerated vesting resulted in additional compensation expense of $30,000 recognized in the fourth quarter of 2014. The following table reflects the components of stock-based compensation expense recognized in the Consolidated Statements of Operations for the years ended December 31, 2012, 2013 and 2014: | |||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||||
Stock option compensation expense included in corporate expenses | $ | 933 | $ | 766 | $ | 1,025 | |||||||||||||||||||||
Restricted stock shares compensation expense included in corporate expenses | — | 481 | — | ||||||||||||||||||||||||
Stock option compensation expense included in broadcast operating expenses | 305 | 302 | 325 | ||||||||||||||||||||||||
Stock option compensation expense included in Internet operating expenses | 111 | 253 | 165 | ||||||||||||||||||||||||
Stock option compensation expense included in publishing operating expenses | 19 | 47 | 61 | ||||||||||||||||||||||||
Total stock-based compensation expense, pre-tax | $ | 1,368 | $ | 1,849 | $ | 1,576 | |||||||||||||||||||||
Tax benefit (expense) from stock-based compensation expense | (579 | ) | (740 | ) | (630 | ) | |||||||||||||||||||||
Total stock-based compensation expense, net of tax | $ | 789 | $ | 1,109 | $ | 946 | |||||||||||||||||||||
Stock option and restricted stock grants | |||||||||||||||||||||||||||
The Plan allows the company to grant stock options and shares of restricted stock to employees, directors, officers and advisors of the company. For grants of stock options, the option exercise price is set at the closing price of the company's common stock on the date of grant, and the related number of shares underlying the stock option is fixed at that point in time. The Plan also provides for grants of restricted stock. Eligible employees may receive stock options annually with the number of shares and type of instrument generally determined by the employee's salary grade and performance level. In addition, certain management and professional level employees typically receive a stock option grant upon commencement of employment. The Plan does not allow key employees and directors (restricted persons) to exercise options during pre-defined blackout periods. Employees may participate in plans established pursuant to Rule 10b5-1 under the Exchange Act that allow them to exercise options according to pre-established criteria. | |||||||||||||||||||||||||||
We use the Black-Scholes valuation model to estimate the grant date fair value of stock options and restricted stock. The expected volatility reflects the consideration of the historical volatility of our stock as determined by the closing price over a six to ten year term that is generally commensurate with the expected term of the award. Expected dividends reflect the quarterly distributions authorized and declared on our Class A and Class B common stock as of the grant date. The expected term of the awards are based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rates for periods within the expected term of the award are based on the U.S. Treasury yield curve in effect during the period the options were granted. We use historical data to estimate future forfeiture rates to apply against the gross amount of compensation expense determined using the valuation model. | |||||||||||||||||||||||||||
The weighted-average assumptions used to estimate the fair value of the stock options and restricted stock awards using the Black-Scholes valuation model were as follows for the years ended December 31, 2012, 2013 and 2014: | |||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||||
Expected volatility | 102.37 | % | 100.78 | % | 74.98 | % | |||||||||||||||||||||
Expected dividends | 5.07 | % | 2.05 | % | 2.7 | % | |||||||||||||||||||||
Expected term (in years) | 8.2 | 6.6 | 7.8 | ||||||||||||||||||||||||
Risk-free interest rate | 1.66 | % | 1.06 | % | 2.27 | % | |||||||||||||||||||||
Stock option information with respect to the company's stock-based equity plans during the three years ended December 31, 2014 is as follows (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value): | |||||||||||||||||||||||||||
Options | Shares | Weighted Average | Weighted Average | Weighted Average | Aggregate | ||||||||||||||||||||||
Exercise Price | Grant Date Fair Value | Remaining Contractual | Intrinsic Value | ||||||||||||||||||||||||
Term | |||||||||||||||||||||||||||
Outstanding at January 1, 2012 | 1,640,392 | $ | 5.01 | $ | 4.07 | 5.2 years | $ | 584 | |||||||||||||||||||
Granted | 626,000 | 2.74 | 1.51 | 1,704 | |||||||||||||||||||||||
Exercised | (261,205 | ) | 1.57 | 1.28 | 910 | ||||||||||||||||||||||
Forfeited or expired | (78,088 | ) | 14.06 | 8.03 | 10,824 | ||||||||||||||||||||||
Outstanding at December 31, 2012 | 1,927,099 | $ | 4.37 | $ | 3.45 | 5.4 years | $ | 3,899 | |||||||||||||||||||
Exercisable at December 31, 2012 | 707,024 | 6.58 | 5.41 | 2.9 years | 1,004 | ||||||||||||||||||||||
Expected to Vest | 1,158,461 | $ | 3.09 | $ | 2.32 | 6.8 years | $ | 2,749 | |||||||||||||||||||
Outstanding at January 1, 2013 | 1,927,099 | $ | 4.37 | $ | 3.45 | 5.4 years | $ | 3,899 | |||||||||||||||||||
Granted | 735,750 | 6.93 | 4.9 | 1,303 | |||||||||||||||||||||||
Exercised | (410,983 | ) | 3.46 | 2.47 | 1,883 | ||||||||||||||||||||||
Forfeited or expired | (89,799 | ) | 12.3 | 7.43 | 72 | ||||||||||||||||||||||
Outstanding at December 31, 2013 | 2,162,067 | $ | 5.09 | $ | 3.57 | 5.5 years | $ | 8,491 | |||||||||||||||||||
Exercisable at December 31, 2013 | 514,751 | 6.29 | 4.52 | 2.7 years | 1,919 | ||||||||||||||||||||||
Expected to Vest | 1,564,128 | $ | 4.71 | $ | 3.28 | 6.4 years | $ | 6,240 | |||||||||||||||||||
Outstanding at January 1, 2014 | 2,162,067 | $ | 5.09 | $ | 3.57 | 5.5 years | $ | 8,491 | |||||||||||||||||||
Granted | 25,000 | 8.4 | 4.73 | — | |||||||||||||||||||||||
Exercised | (278,837 | ) | 4.38 | 3.43 | 1,260 | ||||||||||||||||||||||
Forfeited or expired | (92,026 | ) | 12.25 | 7.89 | 43 | ||||||||||||||||||||||
Outstanding at December 31, 2014 | 1,816,204 | $ | 4.88 | $ | 3.39 | 4.8 years | $ | 5,718 | |||||||||||||||||||
Exercisable at December 31, 2014 | 663,417 | 5.32 | 3.9 | 3.0 years | 2,015 | ||||||||||||||||||||||
Expected to Vest | 1,094,574 | $ | 4.62 | $ | 3.1 | 5.9 years | $ | 3,515 | |||||||||||||||||||
The aggregate intrinsic value represents the difference between the company's closing stock price on December 31, 2014 of $7.82 and the option exercise price of the shares for stock options that were in the money, multiplied by the number of shares underlying such options. The total fair value of options vested during the years ended December 31, 2012, 2013 and 2014 was $1.2 million, $0.8 million and $1.9 million, respectively. | |||||||||||||||||||||||||||
Non-employee directors of the company have been awarded restricted stock grants that vest one year from the date of issuance. During the twelve months ended December 31, 2013, the company granted restricted stock awards to certain members of management. These restricted stock awards vested immediately, but contained transfer restrictions under which they could not be sold, pledged, transferred or assigned until the three-month anniversary from the grant date. The restricted stock awards were independent of option grants and were granted at no cost to the recipient other than applicable taxes owed by the recipient. The awards were considered issued and outstanding from the date of grant. | |||||||||||||||||||||||||||
The fair values of shares of restricted stock awards are determined based on the closing price of the company common stock on the grant dates. There were no restricted stock awards outstanding during the year ending December 31, 2012. Information regarding the company's restricted stock during the year ended December 31, 2013 is as follows: | |||||||||||||||||||||||||||
Restricted Stock | Shares | ||||||||||||||||||||||||||
Weighted Average Grant | |||||||||||||||||||||||||||
Date Fair Value | |||||||||||||||||||||||||||
Non-Vested at January 1, 2013 | — | $ | — | ||||||||||||||||||||||||
Granted | 79,810 | 6.02 | |||||||||||||||||||||||||
Lapsed | (79,810 | ) | 6.02 | ||||||||||||||||||||||||
Forfeited | — | — | |||||||||||||||||||||||||
Non-Vested at December 31, 2013 | — | $ | — | ||||||||||||||||||||||||
As of December 31, 2014, there was $1.0 million of total unrecognized compensation cost related to non-vested awards of stock options. This cost is expected to be recognized over a weighted-average period of 1.48 years. | |||||||||||||||||||||||||||
Additional information regarding options outstanding as of December 31, 2013, is as follows: | |||||||||||||||||||||||||||
Weighted Average | |||||||||||||||||||||||||||
Contractual Life | Weighted | Weighted | |||||||||||||||||||||||||
Range of | Remaining | Average | Exercisable | Average | |||||||||||||||||||||||
Exercise Prices | Options | (Years) | Exercise Price | Options | Exercise Price | ||||||||||||||||||||||
$ 0.36 - $ 3.00 | 887,704 | 5 | $ | 1.62 | 259,204 | $ | 2.17 | ||||||||||||||||||||
$ 3.01 - $ 6.00 | 156,625 | 2.9 | 4.2 | 145,775 | 5.17 | ||||||||||||||||||||||
$ 6.01 - $ 9.00 | 697,125 | 5.5 | 4.9 | 183,688 | 6.93 | ||||||||||||||||||||||
$ 9.01 - $ 12.00 | 45,450 | 0.7 | 8.63 | 45,450 | 11.8 | ||||||||||||||||||||||
$ 12.01 - $ 15.00 | 29,300 | 0.4 | 8.75 | 29,300 | 13.88 | ||||||||||||||||||||||
$ 0.36 - $ 15.00 | 1,816,204 | 4.8 | $ | 3.39 | 663,417 | $ | 5.32 |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2014 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 12. RELATED PARTY TRANSACTIONS |
Our board of directors has adopted a written policy for review, approval and monitoring of transactions between the company and its related parties. Related parties include our directors, executive officers, nominees to become a director, any person beneficially owning more than 5% of any class of our stock, immediate family members of any of the foregoing, and any entity in which any of the foregoing persons is employed or is a general partner or principal or in which the person has a 10% or greater beneficial ownership interest. The policy covers material transactions in which a related party had, has or will have a direct or indirect interest. | |
Leases with Principal Stockholders | |
A trust controlled by the Chief Executive Officer of the company, Edward G. Atsinger III, owns real estate on which assets of one radio station are located. Salem has entered into a lease agreement with this trust. Rental expense related to this lease included in operating expense for 2012, 2013 and 2014 amounted to $165,000, $170,000 and $175,000, respectively. | |
Land and buildings occupied by various Salem radio stations are leased from entities owned by the company's CEO and its Chairman of the Board. Rental expense under these leases included in operating expense for 2012, 2013 and 2014 amounted to $1.2 million, $1.2 million and $1.3 million, respectively. | |
Terminated Subordinated Debt due to Related Parties | |
On November 17, 2011, we entered into terminated subordinated lines of credit with Edward G. Atsinger III, Chief Executive Officer and director of Salem, and Stuart W. Epperson, Chairman of Salem's board of directors. Pursuant to the related agreements, Mr. Epperson had committed to provide an unsecured revolving line of credit to Salem in a principal amount of up to $3 million, and Mr. Atsinger had committed to provide an unsecured revolving line of credit in a principal amount of up to $6 million. On May 21, 2012, we entered into a line of credit with Roland S. Hinz, a Salem board member. Mr. Hinz committed to provide an unsecured revolving line of credit in a principal amount of up to $6.0 million. On September 12, 2012, we amended and restated the original line of credit with Mr. Hinz to increase the unsecured revolving line of credit by $6.0 million for a total line of credit of up to $12.0 million (together, the “Terminated Subordinated Debt due to Related Parties”). | |
The proceeds of the Subordinated Debt due to Related Parties may have been used to repurchase a portion of Salem's then outstanding Terminated 95/8% Notes. Outstanding amounts under each subordinated line of credit bore interest at a rate equal to the lesser of (1) 5% per annum and (2) the maximum rate permitted for subordinated debt under the Revolver referred to above plus 2% per annum. Interest was payable at the time of any repayment of principal. In addition, outstanding amounts under each terminated subordinated line of credit were required to be repaid within three (3) months from the time that such amounts are borrowed, with the exception of the subordinated line of credit with Mr. Hinz, which was to be repaid within six (6) months from the time that such amounts were borrowed. The terminated subordinated lines of credit did not contain any covenants. At December 31, 2011 and 2012, $9.0 million and $15.0 million, respectively, was outstanding under the Terminated Subordinated Debt due to Related Parties. On March 14, 2013, we repaid these lines of credit upon entry into our current senior secured credit facility. On April 3, 2013, we provided written notice to Messrs. Atsinger, Epperson and Hinz electing to terminate the Terminated Subordinated Debt due to Related Parties and related agreements effective as of May 3, 2013. There are no outstanding balances on the Terminated Subordinated Debt due Related Parties as of the repayment date. | |
Because the transactions with Messrs. Atsinger, Epperson and Hinz described above constitute related party transactions, the Nominating and Corporate Governance committee (the “Committee”) of Salem's board of directors approved the entry by Salem into the subordinated lines of credit and any definitive credit agreements associated therewith. As part of its consideration, the Committee concluded that the terms of the subordinated lines of credit were more favorable to Salem as compared to terms of lines of credit available from unaffiliated third parties. Additionally, in August 2012, the company obtained a fairness opinion from Bond & Pecaro confirming this conclusion. | |
Radio Stations Owned by the Epperson's | |
Nancy A. Epperson, the wife of the Chairman of the Board, Stuart W. Epperson, currently serves as an officer, director and stockholder of six radio stations in Virginia, five radio stations in North Carolina, and five radio stations in Florida. Chesapeake-Portsmouth Broadcasting Corporation (“Chesapeake-Portsmouth”) is a company controlled by Nancy Epperson, wife of Salem's Chairman of the Board Stuart W. Epperson and sister of CEO Edward G. Atsinger III. Chesapeake-Portsmouth owns and operates radio stations WJGR-AM, Jacksonville, Florida, WZNZ-AM, Jacksonville, Florida and WZAZ-AM, Jacksonville, Florida. | |
The markets where these radio stations are located are not currently served by stations owned and operated by the company. Under his employment agreement, Mr. Epperson is required to offer the company a right of first refusal of opportunities related to the company's business. | |
Radio Stations Owned by Mr. Hinz | |
Mr. Hinz, a director of the company, through companies or entities controlled by him, operates three radio stations in Southern California. These radio stations are formatted in Christian Teaching and Talk programming in the Spanish language. | |
Truth For Life—Mr. Hinz and, Mr. Riddle and Mrs. Weinberg | |
Truth For Life is a non-profit organization that is a customer of Salem Media Group, Inc. During 2012, 2013 and 2014, the company billed Truth For Life approximately $2.1 million, $2.1 million and $2.2 million, respectively, for airtime on its stations. Mr. Hinz, a director of the company was an active member of the board of directors of Truth for Life during 2009 and through September 2010. Mr. Riddle, a director of the company, joined the Truth for Life board in October 2010 and remains a member of this board. Mrs. Allyson Weinberg is the wife of the company's former director Dennis M. Weinberg, who did not stand for re-election to the board at the 2013 Annual Meeting of Stockholders. Mrs. Weinberg joined the board of Truth for Life in April 2011 and remains a member of this board. | |
Know the Truth - Mr. Riddle | |
Know the Truth is a non-profit organization that is a customer of Salem Media Group, Inc. During 2012, 2013 and 2014, the company billed Know the Truth approximately $0.4 million, $0.4 million and $0.5 million, respectively, for airtime on its stations. Mr. Riddle, a director of the company, joined the Know the Truth board in 2010 and remains a member of this board. | |
Split-Dollar Life Insurance | |
The company purchased split-dollar life insurance policies for its Chairman and Chief Executive Officer in 1997. During 2011, the then existing policies were cancelled and new policies were entered. The company is the owner of the policies and is entitled to recover all of the premiums paid on these policies. The company records an asset based on the lower of the aggregate premiums paid or insurance cash surrender value. The premiums were $193,000, $386,000 and $386,000, for each of the years ended December 31, 2012, 2013 and 2014, respectively. As of December 31, 2012, 2013, and 2014 we recorded net assets of $1.3 million, $1.6 million and $1.9 million, respectively. Benefits above and beyond the cumulative premiums paid will go to the beneficiary trusts established by each of the Chairman and Chief Executive Officer. | |
Transportation Services Supplied by Atsinger Aviation | |
From time to time, the company rents aircraft from a company that is owned by Edward G. Atsinger III, Chief Executive Officer and director of Salem. As approved by the independent members of the company's board of directors, the company rents these aircraft on an hourly basis at what the company believes are market rates and uses them for general corporate needs. Total rental expense for these aircraft for 2012, 2013 and 2014 amounted to approximately $386,000, $239,000 and $274,000, respectively. | |
DEFINED_CONTRIBUTION_PLAN
DEFINED CONTRIBUTION PLAN | 12 Months Ended |
Dec. 31, 2014 | |
DEFINED CONTRIBUTION PLAN [Abstract] | |
DEFINED CONTRIBUTION PLAN | NOTE 13. DEFINED CONTRIBUTION PLAN |
We maintain a 401(k) defined contribution plan (the “401(k) Plan”), which covers all eligible employees (as defined in the 401(k) Plan). Participants are allowed to make non-forfeitable contributions up to 60% of their annual salary, but may not exceed the annual maximum contribution limitations established by the Internal Revenue Service. The plan previously allowed for a company match of 50% on the first 3% of the amounts contributed by each participant and 25% on the next 3% contributed but does not match participants' contributions in excess of 6% of their compensation per pay period. The company match was temporarily suspended in July 2008 as part of an extensive cost-reduction program. The company match was reinstated effective January 1, 2012 under new terms that allow for a company match of 50% on the first 5% of the amounts contributed by each participant. During the years ending December 31, 2012, 2013 and 2014, we contributed and expensed $1.3 million, $1.4 million and $1.7 million, respectively, in the 401(k) Plan. |
EQUITY_TRANSACTIONS
EQUITY TRANSACTIONS | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
EQUITY TRANSACTIONS [Abstract] | ||||||||||||||
EQUITY TRANSACTIONS | NOTE 14. EQUITY TRANSACTIONS | |||||||||||||
We account for stock-based compensation expense in accordance with FASB ASC Topic 718 Compensation-Stock Compensation. As a result, $1.4 million, $1.8 million and $1.6 million of non-cash stock-based compensation expense has been recorded to additional paid-in capital for the year ended December 31, 2012, 2013, and 2014, respectively. | ||||||||||||||
While we intend to pay regular quarterly distributions, the actual declaration of such future distributions and the establishment of the per share amount, record dates, and payment dates are subject to final determination by our Board of Directors and dependent upon future earnings, cash flows, financial requirements, and other factors. The current policy of the Board of Directors is to review each of these factors on a quarterly basis to determine the appropriate amount, if any, to allocate toward a cash distribution with the general principle of using approximately 20% of free cash flow. Free cash flow is a non-GAAP financial measure defined in Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations included with this annual report on Form 10-K. | ||||||||||||||
The following table shows distributions that have been declared and paid since January 1, 2012: | ||||||||||||||
Announcement Date | Payment Date | Amount Per Share | Cash Distributed | |||||||||||
(in thousands) | ||||||||||||||
2-Dec-14 | 29-Dec-14 | $ | 0.065 | $ | 1,646 | |||||||||
2-Sep-14 | 30-Sep-14 | $ | 0.0625 | 1,579 | ||||||||||
27-May-14 | 30-Jun-14 | $ | 0.06 | 1,514 | ||||||||||
6-Mar-14 | 31-Mar-14 | $ | 0.0575 | 1,444 | ||||||||||
20-Nov-13 | 27-Dec-13 | $ | 0.055 | 1,376 | ||||||||||
12-Sep-13 | 4-Oct-13 | $ | 0.0525 | 1,308 | ||||||||||
30-May-13 | 28-Jun-13 | $ | 0.05 | 1,240 | ||||||||||
18-Mar-13 | 1-Apr-13 | $ | 0.05 | 1,234 | ||||||||||
29-Nov-12 | 28-Dec-12 | $ | 0.035 | 854 | ||||||||||
30-Aug-12 | 28-Sep-12 | $ | 0.035 | 854 | ||||||||||
31-May-12 | 21-Jun-12 | $ | 0.035 | 854 | ||||||||||
7-Mar-12 | 30-Mar-12 | $ | 0.035 | 850 | ||||||||||
QUARTERLY_RESULTS_OF_OPERATION
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED): | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED): [Abstract] | |||||||||||||||||||||||||||||||||
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED): | NOTE 15. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED): | ||||||||||||||||||||||||||||||||
The following table sets forth selected financial results of the company on a quarterly basis. | |||||||||||||||||||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | ||||||||||||||||||||||||||||||
2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | ||||||||||||||||||||||||||
(Dollars in thousands, except per share data) | |||||||||||||||||||||||||||||||||
Total revenue | $ | 55,628 | $ | 62,344 | $ | 60,136 | $ | 68,637 | $ | 58,476 | $ | 69,608 | $ | 62,694 | $ | 65,947 | |||||||||||||||||
Operating income | 6,582 | 5,331 | 9,287 | 7,491 | 8,974 | 8,847 | 9,690 | 6,947 | |||||||||||||||||||||||||
Net income (loss) before discontinued operations | (18,582 | ) | 431 | 5,205 | 1,263 | 5,334 | 3,743 | 5,344 | 38 | ||||||||||||||||||||||||
Net income (loss) | $ | (18,593 | ) | $ | 431 | $ | 5,201 | $ | 1,263 | $ | 5,323 | $ | 3,743 | $ | 5,333 | $ | 38 | ||||||||||||||||
Basic earnings (loss) per share | $ | (0.75 | ) | $ | 0.02 | $ | 0.2 | $ | 0.05 | $ | 0.21 | $ | 0.14 | $ | 0.21 | $ | - | ||||||||||||||||
Basic earnings (loss) per share from continuing operations | $ | (0.75 | ) | $ | 0.02 | $ | 0.2 | $ | 0.05 | $ | 0.21 | $ | 0.14 | $ | 0.21 | $ | - | ||||||||||||||||
Diluted earnings (loss) per share | $ | (0.75 | ) | $ | 0.02 | $ | 0.2 | $ | 0.05 | $ | 0.21 | $ | 0.14 | $ | 0.21 | $ | - | ||||||||||||||||
Diluted earnings (loss) per share from continuing operations | $ | (0.75 | ) | $ | 0.02 | $ | 0.2 | $ | 0.05 | $ | 0.21 | $ | 0.14 | $ | 0.21 | $ | - | ||||||||||||||||
Weighted average shares outstanding – basic | 24,632,431 | 25,064,982 | 24,737,131 | 25,172,696 | 25,126,858 | 25,536,397 | 25,255,881 | 25,573,162 | |||||||||||||||||||||||||
Weighted average shares outstanding – diluted | 24,632,431 | 25,881,811 | 25,624,350 | 25,950,600 | 25,921,391 | 26,265,957 | 26,051,098 | 26,226,332 |
SEGMENT_DATA
SEGMENT DATA | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
SEGMENT DATA [Abstract] | |||||||||||||||||||||||||
SEGMENT DATA | NOTE 16. SEGMENT DATA | ||||||||||||||||||||||||
FASB ASC Topic 280 “Segment Reporting” requires companies to provide certain information about their operating segments. We have two reportable segments, radio broadcasting and digital media. Digital media (formerly “Internet and e-commerce”) became a reportable segment as of the first quarter of 2011 upon the realization of organic and acquisition related revenue growth. Our acquisition of Eagle Publishing on January 10, 2014, which included Regnery Publishing, Eagle Financial Publications, Eagle Wellness, Human Events and Red State, resulted in operational changes in our business and a realignment of our operating segments. We now have three operating segments: (1) Broadcast, (2) Digital Media, and (3) Publishing. | |||||||||||||||||||||||||
We changed the composition of our operating segments to reflect management's view of the operating results for each segment. Under our new composition, digital revenue generated by our broadcast stations is now reported under broadcast operating revenue as the station sales team and general manager are responsible for this digital revenue under their bonus and commission structure. Digital revenue from our broadcast stations was previously reported as Internet and e-Commerce revenue. E-Book revenue is now reported under Publishing revenue as sales goals and bonuses for Eagle Regnery Publishing are inclusive of sales of E-Books. The sale of e-Books was previously reported as Internet & e-commerce revenue. Additionally, we have allocated specific corporate departments, such as engineering, broadcast operations, digital and publishing within their respective operating segments. Corporate expenses as revised include unallocated expenses, such as accounting and finance, human resources, and other shared functions. | |||||||||||||||||||||||||
Our operating segments reflect how our chief operating decision makers, which we define as a collective group of senior executives, assesses the performance of each operating segment and determines the appropriate allocations of resources to each segment. Our operating segments do not all meet the quantitative thresholds to qualify as reportable segments; however, we have elected to disclose the results of these non-reportable operating segments as we believe this information is useful to readers of our financial statements. We continue to review our operating segment classifications to align with operational changes in our business and may make future changes as necessary. | |||||||||||||||||||||||||
We measure and evaluate our operating segments based on operating income and operating expenses that do not include allocations of costs related to corporate functions, such as accounting and finance, human resources, legal, tax and treasury; nor do they include costs such as amortization, depreciation, taxes or interest expense. Changes to our operating segments did not impact the reporting units used to test non-amortizable assets for impairment. All prior periods presented have been updated to reflect the new composition of our operating segments. | |||||||||||||||||||||||||
Segment performance, as we define it in accordance with the FASB's guidance relating to segment reporting, is not necessarily comparable to other similarly titled captions of other companies. | |||||||||||||||||||||||||
The table below presents financial information for each operating segment as of December 31, 2014, 2013 and 2012 based on the new composition of our operating segments: | |||||||||||||||||||||||||
Broadcast | Digital | Publishing | Unallocated | Consolidated | |||||||||||||||||||||
Media | Corporate | ||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
Year Ended December 31, 2014 | |||||||||||||||||||||||||
Net revenue | $ | 192,923 | $ | 46,862 | $ | 26,751 | $ | — | $ | 266,536 | |||||||||||||||
Operating expenses | 138,564 | 36,232 | 26,143 | 17,092 | 218,031 | ||||||||||||||||||||
Net operating income (loss) before depreciation, amortization, impairment, change in estimated fair value of contingent earn-out consideration (gain) loss on the sale or disposal of assets | $ | 54,359 | $ | 10,630 | $ | 608 | $ | (17,092 | ) | $ | 48,505 | ||||||||||||||
Depreciation | 7,923 | 3,052 | 529 | 1,125 | 12,629 | ||||||||||||||||||||
Amortization | 98 | 4,885 | 1,212 | 1 | 6,196 | ||||||||||||||||||||
Impairment of indefinite-lived long-term assets other than goodwill | — | — | 34 | — | 34 | ||||||||||||||||||||
Impairment of goodwill | — | — | 45 | — | 45 | ||||||||||||||||||||
Change in estimated fair value of contingent earn-out consideration | — | 325 | 409 | — | 734 | ||||||||||||||||||||
(Gain) loss on the sale or disposal of assets | 231 | 25 | (5 | ) | — | 251 | |||||||||||||||||||
Net operating income (loss) from continuing operations | $ | 46,107 | $ | 2,343 | $ | (1,616 | ) | $ | (18,218 | ) | $ | 28,616 | |||||||||||||
Year Ended December 31, 2013 | |||||||||||||||||||||||||
Net revenue | $ | 188,544 | $ | 35,156 | $ | 13,234 | $ | — | $ | 236,934 | |||||||||||||||
Operating expenses | 129,857 | 25,741 | 14,280 | 16,081 | 185,959 | ||||||||||||||||||||
Net operating income (loss) before depreciation, amortization, impairments and (gain) loss on the sale or disposal of assets | $ | 58,687 | $ | 9,415 | $ | (1,046 | ) | $ | (16,081 | ) | $ | 50,975 | |||||||||||||
Depreciation | 7,934 | 2,904 | 444 | 1,166 | 12,448 | ||||||||||||||||||||
Amortization | 154 | 2,654 | 6 | — | 2,814 | ||||||||||||||||||||
Impairment of indefinite-lived long-term assets other than goodwill | — | — | 1,006 | — | 1,006 | ||||||||||||||||||||
Impairment of goodwill | — | — | 438 | — | 438 | ||||||||||||||||||||
(Gain) loss on the sale or disposal of assets | (274 | ) | — | — | 10 | (264 | ) | ||||||||||||||||||
Net operating income (loss) from continuing operations | $ | 50,873 | $ | 3,857 | $ | (2,940 | ) | $ | (17,257 | ) | $ | 34,533 | |||||||||||||
Year Ended December 31, 2012 | |||||||||||||||||||||||||
Net revenue | $ | 187,640 | $ | 28,166 | $ | 13,373 | $ | — | $ | 229,179 | |||||||||||||||
Operating expenses | 126,514 | 22,848 | 13,339 | 14,396 | 177,097 | ||||||||||||||||||||
Net operating income (loss) before depreciation, amortization, impairment and (gain) loss on the sale or disposal of assets | $ | 61,126 | $ | 5,318 | $ | 34 | $ | (14,396 | ) | $ | 52,082 | ||||||||||||||
Depreciation | 8,274 | 2,438 | 423 | 1,208 | 12,343 | ||||||||||||||||||||
Amortization | 105 | 2,189 | 8 | 2 | 2,304 | ||||||||||||||||||||
Impairment of indefinite-lived long-term assets other than goodwill | — | — | 88 | — | 88 | ||||||||||||||||||||
Impairment of long-lived assets | 6,808 | — | — | — | 6,808 | ||||||||||||||||||||
(Gain) loss on the sale or disposal of assets | 84 | (76 | ) | — | 41 | 49 | |||||||||||||||||||
Net operating income (loss) from continuing operations | $ | 45,855 | $ | 767 | $ | (485 | ) | $ | (15,647 | ) | $ | 30,490 | |||||||||||||
Broadcast | Digital | Publishing | Unallocated | Consolidated | |||||||||||||||||||||
Media | Corporate | ||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
As of December 31, 2014 | |||||||||||||||||||||||||
Inventories, net | $ | — | $ | 222 | $ | 350 | $ | — | $ | 572 | |||||||||||||||
Property and equipment, net | 81,948 | 7,111 | 1,941 | 8,227 | 99,227 | ||||||||||||||||||||
Broadcast licenses | 385,726 | — | — | — | 385,726 | ||||||||||||||||||||
Goodwill | 3,955 | 19,677 | 1,044 | 8 | 24,684 | ||||||||||||||||||||
Other indefinite-lived intangible assets | — | — | 833 | — | 833 | ||||||||||||||||||||
Amortizable intangible assets, net | 583 | 9,884 | 1,926 | 2 | 12,395 | ||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||||||
Property and equipment, net | $ | 82,457 | $ | 6,402 | $ | 1,596 | $ | 8,473 | $ | 98,928 | |||||||||||||||
Broadcast licenses | 381,836 | — | — | — | 381,836 | ||||||||||||||||||||
Goodwill | 3,917 | 17,550 | 899 | 8 | 22,374 | ||||||||||||||||||||
Other indefinite-lived intangible assets | — | — | 868 | — | 868 | ||||||||||||||||||||
Amortizable intangible assets, net | 661 | 8,119 | 11 | 2 | 8,793 | ||||||||||||||||||||
The table below presents financial information for each operating segment as of December 31, 2014, 2013 and 2012 with a comparison of the results under the prior composition of our operating segments as compared to the new composition: | |||||||||||||||||||||||||
Year Ending December 31, | |||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||
As Reported | As Updated | As Reported | As Updated | As updated | As Reported | ||||||||||||||||||||
Original | New | Original | New | Original | New | ||||||||||||||||||||
(Dollars in Thousands) | |||||||||||||||||||||||||
Revenues by Segment: | |||||||||||||||||||||||||
Net Broadcast Revenue | $ | 183,180 | $ | 187,640 | $ | 183,697 | $ | 188,544 | $ | 187,815 | $ | 192,923 | |||||||||||||
Net Digital Media Revenue | 33,474 | 28,166 | 40,906 | 35,156 | 55,519 | 46,862 | |||||||||||||||||||
Net Publishing Revenue | 12,525 | 13,373 | 12,331 | 13,234 | 23,202 | 26,751 | |||||||||||||||||||
Total Net Revenue | $ | 229,179 | $ | 229,179 | $ | 236,934 | $ | 236,934 | $ | 266,536 | $ | 266,536 | |||||||||||||
Operating expenses by segment: | |||||||||||||||||||||||||
Broadcast Operating Expenses | $ | 120,772 | $ | 126,514 | $ | 122,862 | $ | 129,857 | $ | 130,875 | $ | 138,564 | |||||||||||||
Digital Media Operating Expenses | 25,145 | 22,848 | 28,378 | 25,741 | 41,067 | 36,232 | |||||||||||||||||||
Publishing Operating Expenses | 12,288 | 13,339 | 13,289 | 14,280 | 23,052 | 26,143 | |||||||||||||||||||
Unallocated Corporate Expenses | 18,892 | 14,396 | 21,430 | 16,081 | 23,037 | 17,092 | |||||||||||||||||||
$ | 177,097 | $ | 177,097 | $ | 185,959 | $ | 185,959 | $ | 218,031 | $ | 218,031 | ||||||||||||||
Net operating income (loss) before depreciation, amortization, impairments and (gain) loss on the sale or disposal of assets | $ | 52,082 | $ | 52,082 | $ | 50,975 | $ | 50,975 | $ | 48,505 | $ | 48,505 | |||||||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 17. SUBSEQUENT EVENTS |
On February 20, 2015, we entered into an APA to acquire radio station WDDZ-AM in Pittsburg, Pennsylvania for $1.0 million in cash. The purchase is subject to the approval of the FCC and is expected to close in the second quarter of 2015. | |
On February 20, 2015, we entered into an APA to acquire radio station WDWD-AM in Atlanta, Georgia for $2.8 million in cash. The purchase is subject to the approval of the FCC and is expected to close in the second quarter of 2015. | |
On March 5, 2015, we announced a quarterly distribution in the amount of $0.0650 per share on Class A and Class B common stock. The quarterly distribution will be paid on March 31, 2015 to all Class A and Class B common stockholders of record as of March 17, 2015. | |
Subsequent events reflect all applicable transactions through the date of the filing. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||
Basis of Presentation | Basis of Presentation | ||||||||||||||||||||
The accompanying consolidated financial statements of Salem Media Group, Inc. (“Salem” “we,” “us,” “our” or the “company”) include the company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. | |||||||||||||||||||||
Description of Business | Description of Business | ||||||||||||||||||||
Salem is a diversified multi-media company with integrated operations including radio broadcasting, digital media, and publishing. Our programming is intended for audiences interested in Christian and family-themed content and conservative news talk. | |||||||||||||||||||||
Our foundational business is the ownership and operation of radio stations in large metropolitan markets. We also own and operate Salem Radio Network® (“SRN”), SRN News Network (“SNN”), Salem Music Network (“SMN”), Solid Gospel Network (“SGN”), Salem Media Representatives (“SMR”) and Vista Media Representatives (“VMR”). SRN, SNN, SMN and SGN are networks that develop, produce and syndicate a broad range of programming specifically targeted to Christian and family-themed talk stations, music stations and general News Talk stations throughout the United States, including Salem owned and operated stations. SMR a national advertising sales firm with offices in 11 U.S. cities, specializes in placing national advertising on religious and other commercial radio stations. As of December 2014, we merged Vista Media Representatives (“VMR”), our national advertising sales firm established for non-Christian format stations, into SMR as our SMR and VMR sales teams consistently pursue advertising for all station formats. | |||||||||||||||||||||
Web based and digital content has been a significant growth area for Salem and continues to be a focus of future development. Salem Web Network™ (“SWN”) and our other web based businesses provide Christian and conservative-themed content, audio and video streaming, and other resources digitally through the web. SWN's web portals include Christian content websites: OnePlace.com, Christianity.com, Crosswalk.com®, GodVine.com, Jesus.org and BibleStudyTools.com. Our conservative opinion websites, collectively known as Townhall Media, include Townhall.com™, HotAir.com, Twitchy.com, HumanEvents.com and RedState.com. We also issue digital newsletters, including Eagle Financial Publications, that provide market analysis and investment advice for individual subscribers from financial commentators. Church product websites including WorshipHouseMedia.com, SermonSpice.com, and ChurchStaffing.com offer downloads and service platforms to pastors and other educators. Our web content is accessible through all of our radio station websites that feature content of interest to local listeners throughout the United States. | |||||||||||||||||||||
E-commerce sites include Salem Consumer Products (”SCP”), an e-commerce business that sells books, DVD's and editorial content developed by our on-air personalities, Eagle Wellness, an online site offering complimentary health advice and sales of nutritional products. | |||||||||||||||||||||
Our acquisition of Regnery Publishing on January 10, 2014, represented a major shift in our publishing operating segment. Regnery Publishing is a publisher of conservative books that was founded in 1947. Regnery has published dozens of bestselling books by leading conservative authors and personalities, including Ann Coulter, Newt Gingrich, Michelle Malkin, David Limbaugh, Ed Klein, Laura Ingraham, Mark Steyn and Dinesh D'Souza. | |||||||||||||||||||||
Our publishing operating segment also includes Salem Publishing™ and Xulon Press. Salem Publishing™ produces and distributes numerous Christian and conservative opinion print magazines, including: Homecoming® The Magazine, YouthWorker Journal™, Singing News®, FaithTalk Magazine™, and Preaching Magazine™. Through December 2014, we also printed and produced Townhall Magazine™. Xulon Press™ is a print-on-demand self-publishing service for Christian authors. | |||||||||||||||||||||
Cash and Cash Equivalents | Cash and Cash Equivalents | ||||||||||||||||||||
We consider all highly liquid debt instruments, purchased with an initial maturity of three-months or less, to be cash equivalents. The carrying value of our cash equivalents approximated fair value at each balance sheet date. | |||||||||||||||||||||
Restricted Cash | Restricted Cash | ||||||||||||||||||||
Restricted cash includes amounts that are contractually restricted in connection with a security agreement between the company and Traveler's Insurance. | |||||||||||||||||||||
Trade Accounts Receivable | Trade Accounts Receivable | ||||||||||||||||||||
Trade accounts receivable represent receivables from customers for the sale of advertising, block program time, sponsorships and events, product sales, royalties, video and graphic downloads, subscriptions, book sales and author fees. Our receivables are recorded as invoiced and represent claims that will be settled in cash. The carrying value of our receivables, net of the allowance for doubtful accounts and estimated sales returns, represents their estimated net realizable value. | |||||||||||||||||||||
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts | ||||||||||||||||||||
We evaluate the balance reserved in our allowance for doubtful accounts on a quarterly basis based on our historical collection experience, the age of the receivables, specific customer information and current economic conditions. Past due balances are generally are not written-off until all of our collection efforts have been unsuccessful, including use of a collections agency. A considerable amount of judgment is required in assessing the likelihood of ultimate realization of these receivables including the current creditworthiness of each customer. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. | |||||||||||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||||||||||
Revenue is recognized as it is earned in accordance with applicable guidelines. We consider amounts to be earned once evidence of an arrangement has been obtained, services are performed, fees are fixed or determinable and collectability is reasonably assured. | |||||||||||||||||||||
We account for broadcast revenue from the sale of airtime for programs or spots as the program or advertisement is broadcast. Revenues are reported net of agency commissions, which are calculated as a stated percentage applied to gross billings. Digital revenue is recognized upon delivery of page-views, delivery of impressions as specified in the contract, delivery of the digital newsletter or email, or upon delivery of the advertisement or programming content via streaming. Revenues are reported net of agency commissions, which are calculated as a stated percentage applied to gross billings. Revenue from product sales and book sales are recognized upon shipment net of distribution fees and an allowance for sales returns. Revenues from advertisements in our print magazines are recognized upon delivery of the publication net of agency commissions, which are calculated as a stated percentage applied to gross billings. Subscription revenue from our print magazines and digital newsletters is recognized over the life of the related subscription. | |||||||||||||||||||||
Multiple-Deliverables | Multiple-Deliverables | ||||||||||||||||||||
We may enter bundled advertising agreements that include spot advertisements on our radio stations, digital banner placements, print magazine advertisements and sponsorship promotions such as booth space at a station event, or some combination thereof. The multiple deliverables contained in each agreement are accounted for separately over their respective delivery period provided that they are separate units of accounting. The selling price used for each deliverable is based on vendor specific objective evidence if available or estimated selling price if vendor specific objective evidence is not available. Objective evidence of fair value includes the price charged for each element when it is sold separately. The estimated selling price is the price that we would transact if the deliverable was sold regularly on a standalone basis. Arrangement consideration is allocated at the inception of each arrangement to all deliverables using the relative selling price method. The relative selling price method allocates any discount in the arrangement proportionally to each deliverable on the basis of each deliverable's selling price. | |||||||||||||||||||||
Sales Returns | Sales Returns | ||||||||||||||||||||
We provide for estimated returns for products sold with the right of return, primarily book sales associated with Regnery Publishing and nutritional products sold through Eagle Wellness. We record an estimate of these product returns as a reduction of revenue in the period of the sale. Our estimates are based upon historical sales returns, the amount of current period sales, economic trends and any changes in customer demand and acceptance of our products. We regularly monitor actual performance to estimated return rates and make adjustments as necessary. Estimated return rates utilized for establishing estimated returns reserves have approximated actual returns experience. However, actual returns may differ significantly, either favorably or unfavorably, from these estimates if factors such as the historical data we used to calculate these estimates do not properly reflect future returns or as a result of changes in economic conditions of the customer and/or its market. | |||||||||||||||||||||
Barter Transactions | Barter Transactions | ||||||||||||||||||||
We may provide advertising time in exchange for certain products, supplies and services. The terms of the exchanges generally permit for the preemption of such broadcast time in favor of advertisers who purchase time on regular terms. We include the value of such exchanges in both net broadcasting revenues and broadcast operating expenses. The value recorded for barter revenues is based upon management's estimate of the fair value of the products, supplies and services received. | |||||||||||||||||||||
Advertising time that our radio stations exchange for goods and or services is recorded as barter revenue when the advertisement is broadcast at an amount equal to our estimate fair value of what was received. The value of the goods or services received in such barter transactions is charged to expense as used. Barter advertising revenue included in broadcast revenue for the years ended December 31, 2012, 2013 and 2014 was approximately $5.3 million, $5.6 million and $6.0 million, respectively. Barter expenses included in broadcast operating expense for the years ended December 31, 2012, 2013 and 2014 was approximately $5.3 million, $4.8 million and $6.0 million. | |||||||||||||||||||||
Accounting for Stock-Based Compensation | Accounting for Stock-Based Compensation | ||||||||||||||||||||
We account for stock-based compensation under the provisions of FASB ASC Topic 718 “Compensation—Stock Compensation.” We record equity awards with stock-based compensation measured at the fair value of the award as of the grant date. We determine the fair value of our options using the Black-Scholes option-pricing model that requires the input of highly subjective assumptions, including the expected stock price volatility and expected term of the options granted. The exercise price for options is equal to the closing market price of Salem Media Group common stock as of the date of grant. | |||||||||||||||||||||
We use the straight-line attribution method to recognize share-based compensation costs over the service period of the award. Upon exercise, cancellation, forfeiture, or expiration of stock options, or upon vesting or forfeiture of restricted stock awards, deferred tax assets for options and restricted stock awards with multiple vesting dates are eliminated for each vesting period on a first-in, first-out basis as if each vesting period was a separate award. To calculate the excess tax benefits available as of the date of adoption for use in offsetting future tax shortfalls, we followed the alternative transition method discussed in the FASB ASC Topic 718. | |||||||||||||||||||||
Accounting for Acquisitions and Upgrades of Radio Station and Other Assets | Accounting for Acquisitions and Upgrades of Radio Station and Other Assets | ||||||||||||||||||||
A majority of our radio station acquisitions have consisted primarily of the FCC licenses to broadcast in a particular market. We often do not acquire the existing format, or we change the format upon acquisition when we find it beneficial. As a result, a substantial portion of the purchase price for the assets of a radio station is allocated to the broadcast license. We may retain a third-party appraiser to estimate the fair value of these radio stations and networks assets. As part of the valuation and appraisal process, the third-party appraiser prepares a report assigning estimated fair values to the various asset categories in our financial statements. The estimated fair value assigned to the FCC license and other assets are subjective in nature and require careful consideration and judgment. Management reviews the third party reports for reasonableness of the assigned values. We believe that these valuations and analysis provide appropriate estimates of the fair value for net assets acquired. | |||||||||||||||||||||
Property and equipment are recorded at their estimated fair value and depreciated on a straight-line basis over their estimated useful lives. Finite-lived intangible assets are recorded at their estimated fair value and amortized on a straight-line basis over their estimated useful lives. Goodwill, which represents the organizational systems and procedures in place to ensure the effective operation of the entity, may also be recorded and tested for impairment. Costs associated with acquisitions, such as consulting and legal fees, are expensed as incurred in corporate operating expenses. | |||||||||||||||||||||
We undertake projects from time to time to upgrade our radio station technical facilities and/or FCC broadcast licenses. Our policy is to capitalize costs incurred up to the point where the project is complete, at which time we transfer the costs to the appropriate fixed asset and/or intangible asset categories. When the completion of a project is contingent upon FCC or other regulatory approval, we assess the probable future benefit of the asset at the time that it is recorded and monitor it through the FCC or other regulatory approval process. In the event the required approval is not considered probable or the project is abandoned, we write-off the capitalized costs of the project. | |||||||||||||||||||||
Accounting for Acquisitions | Accounting for Acquisitions | ||||||||||||||||||||
We account for business acquisitions in accordance with the acquisition method of accounting as specified in FASB ASC Topic 805 Business Combinations. The total acquisition consideration is allocated to assets acquired and liabilities assumed based on their estimated fair values as of the date of the transaction. Estimates of the fair value include discounted estimated cash flows to be generated by the assets and their expected useful lives based on historical experience, market trends and any synergies believed to be achieved from the acquisition. Acquisitions may include contingent consideration, the fair value of which is estimated as of the acquisition date as the present value of the expected contingent payments as determined using weighted probabilities of the payment amounts. We may retain a third-party appraiser to estimate the fair value of the acquired net assets as of the acquisition date. As part of the valuation and appraisal process, the third-party appraiser prepares a report assigning estimated fair values to the various asset categories in our financial statements. These fair value estimates are subjective in nature and require careful consideration and judgment. Management reviews the third party reports for reasonableness of the assigned values. We believe that these valuations and analysis provide appropriate estimates of the fair value for net assets acquired. | |||||||||||||||||||||
Property and equipment are recorded at the estimated fair value and depreciated on a straight-line basis over their estimated useful lives. Finite-lived intangible assets are recorded at their estimated fair value and amortized on a straight-line basis over their estimated useful lives. Goodwill, which represents the organizational systems and procedures in place to ensure the effective operation of the entity, may also be recorded and tested for impairment. Costs associated with acquisitions, such as consulting and legal fees, are expensed as incurred in corporate operating expenses. | |||||||||||||||||||||
Accounting for Contingent Consideration | Accounting for Contingent Consideration | ||||||||||||||||||||
Our acquisitions may include contingent consideration as part of the purchase price. The fair value of the contingent consideration is estimated as of the acquisition date based on the present value of the contingent payments to be made using a weighted probability of possible payments. The unobservable inputs used in the determination of the fair value of the contingent consideration include managements assumptions about the likelihood of payment based on the established benchmarks and discount rates based on internal rate of return analysis. The fair value measurement includes inputs that are Level 3 measurement as discussed in Note 8 to our consolidated financial statements included in this annual report on Form 10-K. Should actual results increase or decrease as compared to the assumption used in our analysis, the fair value of the contingent consideration obligations will increase or decrease, up to the contracted limit, as applicable. Changes in the fair value of the contingent earn-out consideration could cause a material impact and volatility in our operating results. | |||||||||||||||||||||
Accounting for Discontinued Operations | Accounting for Discontinued Operations | ||||||||||||||||||||
We regularly review underperforming assets to determine if a sale or disposal might be a better way to monetize the assets. When a station, group of stations, or other asset group is considered for sale or disposal, we review the transaction to determine if or when the entity qualifies as a discontinued operation in accordance with the criteria of FASB ASC Topic 205-20 “Discontinued Operations.” In April 2014, the FASB issued authoritative guidance which raises the threshold for disposals to qualify as discontinued operations. Under the new guidance, a discontinued operation is (1) a component of an entity or group of components that have been disposed of or are classified as held for sale and represent a strategic shift that has or will have a major effect on an entity's operations and financial results, or (2) an acquired business that is classified as held for sale on the acquisition date. | |||||||||||||||||||||
For our radio stations, we define a cluster as a group of radio stations operating in the same geographic market, sharing the same building, equipment, and managed by a single general manager. The cluster level is the lowest level for which discrete financial information and cash flows are available and the level reviewed by management to analyze operating results. General Managers are compensated based on the results of their cluster as a whole, not the results of any individual radio stations. We have determined that a radio market qualifies for a discontinued operation when management, having the authority to approve the action, commits to a plan to sell the asset (disposal group), the sale is probable, and the sale will result in the exit of a particular geographic market. | |||||||||||||||||||||
During the 4th quarter of 2011, based on operating results that did not meet expectations, we ceased operating Samaritan Fundraising as of December 31, 2011. Samaritan Fundraising, was reported in our Digital Media operations, was a web-based fundraising products company operating from a single facility in Fairfax, VA, under the control of one general manager. As a result of our decision to close operations, there were no material cash flows associated with this entity and we have no ongoing or further involvement in the operations of this entity. We reported the operating results and net assets of this entity as a discontinued operation for all periods presented based on authoritative guidance at that time. | |||||||||||||||||||||
We elected to early-adopt the FASB guidance for discontinued operations issued in April 2014. As of December 2014, we determined that we will no longer produce or distribute TownHall.com magazine. The last issue was delivered in December 2014. Under the new guidance, the ceasing of this publication does not represent a strategic shift in our operations and does not qualify as a discontinued operation. | |||||||||||||||||||||
The markets and entities that we have accounted for as a discontinued operation are explained in more fully in “Note 4 – Acquisitions and Recent Transactions.” | |||||||||||||||||||||
Accounting for Property and Equipment | Accounting for Property and Equipment | ||||||||||||||||||||
Property and equipment are recorded at cost less accumulated depreciation. Cost represents the historical cost of acquiring the asset, including the costs necessarily incurred to bring it to the condition and location necessary for its intended use. For assets constructed for our own use, such as towers and buildings that are discrete projects for which costs are separately accumulated and for which construction takes considerable time, we record capitalized interest. The amount capitalized is the cost that could have been avoided had the asset not been constructed and is based on the average accumulated expenditures incurred over the capitalization period at the weighted average rate applicable to our outstanding variable rate debt. We capitalized interest of $0.1 million and $0.2 million during the years ended December 31, 2013 and 2014, respectively. Repair and maintenance costs are charged to expense as incurred. Improvements are capitalized when they extend the life of the asset or enhance the quality or ability of the asset to benefit operations. Depreciation is computed using the straight-line method over estimated useful lives as follows: | |||||||||||||||||||||
Life | |||||||||||||||||||||
Category | |||||||||||||||||||||
Buildings | 40 years | ||||||||||||||||||||
Office furnishings and equipment | 5-10 years | ||||||||||||||||||||
Antennae, towers and transmitting equipment | 10-20 years | ||||||||||||||||||||
Studio and production equipment | 7-10 years | ||||||||||||||||||||
Computer software and website development costs | 3 years | ||||||||||||||||||||
Record and tape libraries | 3 years | ||||||||||||||||||||
Automobiles | 5 years | ||||||||||||||||||||
Leasehold improvements | Lesser of 15 years or life of lease | ||||||||||||||||||||
The carrying value of property and equipment is evaluated periodically in relation to the operating performance and anticipated future cash flows of the underlying radio stations and business units for indicators of impairment. When indicators of impairment are present, and the cash flows estimated to be generated from these assets is less than the carrying value, an adjustment to reduce the carrying value to the fair market value of the assets is recorded. | |||||||||||||||||||||
Based on changes in management's planned usage, we classified land in Covina, California as held for sale as of June 2012. We evaluated the land for impairment in accordance with guidance for impairment of long-lived assets held for sale. We determined that the carrying value of the land exceeded the estimated fair value less costs to sell. We recorded an impairment charge of $5.6 million associated with the land based on our estimated sale price. In December 2012, after several purchase offers for the land were terminated, we obtained a third party valuation for the land. Based on the fair value determined by the third-party, we recorded an additional impairment charge of $1.2 million associated with the land. | |||||||||||||||||||||
There were no indications of impairment present during the periods ending December 31, 2013 and 2014 and it is our intent to continue to pursue the sale of this land. | |||||||||||||||||||||
The table below presents the fair value measurements used to value this asset. | |||||||||||||||||||||
Fair Value Measurements Using: | |||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Description | As of December 31, | Quoted prices in | Significant Other | Significant | Total Gains | ||||||||||||||||
2014 | active markets | Observable Inputs | Unobservable | (Losses) | |||||||||||||||||
(Level 1) | (Level 2) | Inputs (Level 3) | |||||||||||||||||||
Long-Lived Asset Held for Sale | $ | 1,700 | $ | 1,700 | $ | - | |||||||||||||||
Accounting for Internally Developed Software and Website Development Costs | Accounting for Internally Developed Software and Website Development Costs | ||||||||||||||||||||
We capitalize costs incurred during the application development stage related to the development of internal-use software as specified in FASB ASC Topic 350-40 “Internal-Use Software.” Capitalized costs are generally amortized over the estimated useful life of three years. Costs incurred related to the conceptual design and maintenance of internal-use software are expensed as incurred. Website development activities include planning, design and development of graphics and content for new websites and operation of existing sites. Costs incurred that involve providing additional functions and features to the website are capitalized. Costs associated with website planning, maintenance, content development and training are expensed as incurred. Capitalized costs are generally amortized over the estimated useful life of three years. We capitalized $2.3 million, $1.5 million and $3.9 million during the years ended December 31, 2012, 2013 and 2014, respectively, related to internally developed software and website development costs. Amortization expense of amounts capitalized was $2.1 million, $2.3 million and $2.4 million for the years ended December 31, 2012, 2013 and 2014, respectively. | |||||||||||||||||||||
Accounting for Advertising and Promotional Cost | Accounting for Advertising and Promotional Cost | ||||||||||||||||||||
Costs of media advertising and associated production costs are expensed as incurred and amounted to approximately $10.5 million, $10.0 million and $10.2 million for each of the years ending December 31, 2012, 2013, and 2014, respectively. | |||||||||||||||||||||
Accounting for Amortizable Intangible Assets | Accounting for Amortizable Intangible Assets | ||||||||||||||||||||
Intangible assets are recorded at cost less accumulated amortization. Typically, intangible assets are acquired in conjunction with the acquisition of radio stations, Internet businesses and publishing entities. These intangibles are amortized using the straight-line method over the following estimated useful lives: | |||||||||||||||||||||
Category | Life | ||||||||||||||||||||
Customer lists and contracts | Lesser of 5 years or life of contract | ||||||||||||||||||||
Favorable and assigned leases | Life of the lease | ||||||||||||||||||||
Domain and brand names | 5 to 7 years | ||||||||||||||||||||
Internally developed software | 3 to 5 years | ||||||||||||||||||||
Customer relationships | 1 to 3 years | ||||||||||||||||||||
Other amortizable intangible assets | 5 to 10 years | ||||||||||||||||||||
The carrying value of our amortizable intangible assets are evaluated periodically in relation to the operating performance and anticipated future cash flows of the underlying radio stations and businesses for indicators of impairment. In accordance with FASB ASC Topic 360 “Property, Plant and Equipment,” when indicators of impairment are present and the undiscounted cash flows estimated to be generated from these assets are less than the carrying amounts of these assets, an adjustment to reduce the carrying value to the fair market value of these assets is recorded, if necessary. No adjustments to the carrying amounts of our amortizable intangible assets were necessary during the years ended December 31, 2012, 2013 or 2014. | |||||||||||||||||||||
Goodwill and Other Indefinite-Lived Intangible Assets | Goodwill and Other Indefinite-Lived Intangible Assets | ||||||||||||||||||||
Approximately 71% of our total assets as of December 31, 2014 consist of indefinite-lived intangible assets, such as broadcast licenses, goodwill and mastheads, the value of which depends significantly upon the operating results of our businesses. In the case of our radio stations, we would not be able to operate the properties without the related FCC license for each property. Broadcast licenses are renewed with the FCC every eight years for a nominal cost that is expensed as incurred. We continually monitor our stations' compliance with the various regulatory requirements. Historically, all of our broadcast licenses have been renewed at the end of their respective periods, and we expect that all broadcast licenses will continue to be renewed in the future. Accordingly, we consider our broadcast licenses to be indefinite-lived intangible assets in accordance with FASB ASC Topic 350, Intangibles – Goodwill and Other. Broadcast licenses account for approximately 94% of our indefinite-lived intangible assets. Goodwill and magazine mastheads account for the remaining 6%. We do not amortize goodwill or other indefinite-lived intangible assets, but rather test for impairment at least annually or more frequently if events or circumstances indicate that an asset may be impaired. | |||||||||||||||||||||
We complete our annual impairment tests in the fourth quarter of each year. We believe that our estimate of the value of our broadcast licenses, mastheads, and goodwill is a critical accounting estimate as the value is significant in relation to our total assets, and our estimates incorporate variables and assumptions that are based on past experiences and judgment about future operating performance of our markets and business segments. If actual future results are less favorable than the assumptions and estimates we used, we are subject to future impairment charges, the amount of which may be material. The fair value measurements for our indefinite-lived intangible assets use significant unobservable inputs that reflect our own assumptions about the estimates that market participants would use in measuring fair value including assumptions about risk. The unobservable inputs are defined in FASB ASC Topic 820 Fair Value Measurements and Disclosures as Level 3 inputs discussed in detail in Note 8 to our consolidated financial statements included in this annual report on Form 10-K. | |||||||||||||||||||||
Gain or Loss on the Sale or Disposal of Assets | Gain or Loss on the Sale or Disposal of Assets | ||||||||||||||||||||
We record gains or losses on the sale or disposal of assets equal to the proceeds, if any, as compared to the net book value. Exchange transactions are accounted for in accordance with FASB ASC Topic 845 “Non-Monetary Transactions.” For the year ended December 31, 2012, we recorded a $0.2 million pre-tax gain on the sale of WBZS-AM in Pawtucket, Rhode Island and a $0.6 million gain from insurance proceeds for repairs of storm damage in our New York market , partially offset by various fixed asset and equipment disposals including an additional loss associated with the write-off of a receivable from a prior station sale. For the year ended December 31, 2013, we recorded a $0.4 million pre-tax gain on the partial sale of land in our Cleveland market and $0.1 million of insurance proceeds for damages at one of our stations offset by various fixed asset and equipment disposals. For the year ended December 31, 2014, we recorded a $0.3 million pre-tax loss which included a $0.2 million loss associated with the write-off of a receivable from a prior station sale, a $0.2 million loss from the sale of land and building in our Miami market, a $0.1 million loss due to the relocation of our office and studio facility in our San Francisco market offset by $0.1 million of insurance proceeds from a claim associated with one of our markets as well as other various fixed asset and equipment disposals. | |||||||||||||||||||||
Leases | Leases | ||||||||||||||||||||
We lease various facilities including broadcast tower and transmitter sites. When we enter a lease agreement, we review the terms to determine the appropriate classification of the lease as a capital lease or operating lease based on the factors listed in FASB ASC Topic 840 “Leases.” Our current lease terms generally range from one to twenty-five years with rent expense recorded on a straight-line basis for financial reporting purposes. We also sublease towers that we own under various agreements with other broadcasters. Subleases generally cover a sixty-year term, over which time we recognize rental income on a straight-line basis. Deferred rent revenue was $4.5 million and $4.4 million at December 31, 2013 and 2014, respectively. | |||||||||||||||||||||
Leasehold Improvements | Leasehold Improvements | ||||||||||||||||||||
We may elect to construct or otherwise invest in leasehold improvements to properties. We capitalize the cost of the improvements that are then amortized over the shorter of the useful life of the improvement or the remaining lease term. | |||||||||||||||||||||
Deferred Financing Costs | Deferred Financing Costs | ||||||||||||||||||||
Deferred financing costs consist of bank loan fees incurred upon entering our Term Loan B and Revolver as of September 30, 2013. The costs are being amortized over the seven year term of the Term Loan B and the five year term of the Revolver as an adjustment to interest expense. During the year ended December 31, 2014, approximately $0.3 million of bank loan fees were written off in conjunction with the early retirement of the Term Loan B. Deferred financing costs were $4.1 million and $3.2 million at December 31, 2013 and 2014, respectively. | |||||||||||||||||||||
Partial Self-Insurance on Employee Health Plan | Partial Self-Insurance on Employee Health Plan | ||||||||||||||||||||
We provide health insurance benefits to eligible employees under a self-insured plan whereby the company pays actual medical claims subject to certain stop loss limits. We record self-insurance liabilities based on actual claims filed and an estimate of those claims incurred but not reported. Any projection of losses concerning our liability is subject to a high degree of variability. Among the causes of this variability are unpredictable external factors such as future inflation rates, changes in severity, benefit level changes, medical costs and claim settlement patterns. Should the actual amount of claims increase or decrease beyond what was anticipated, we may adjust our future reserves. Our self-insurance liability was $0.5 million and $0.9 million at December 31, 2013 and 2014, respectively. | |||||||||||||||||||||
Local Programming and Marketing Agreement Fees | Local Programming and Marketing Agreement Fees | ||||||||||||||||||||
We may enter into a Local Marketing Agreement (“LMA”) or Time Brokerage Agreement (“TBA”) in connection with acquisitions of radio stations that are pending FCC regulatory approval of transfer of the broadcast licenses. Under the terms of these agreements, we make specified periodic payments to the owner in exchange for the right to program and sell advertising for a specified portion of the station's inventory of broadcast time. We record revenues and expenses associated with the portion of the station's inventory of broadcast time it manages. Nevertheless, as the holder of the FCC license, the owner-operator retains control and responsibility for the operation of the station, including responsibility over all programming broadcast on the station. We also enter into LMA's in connection with dispositions of radio stations. In such cases, we may receive periodic payments in exchange for allowing the buyer to program and sell advertising for a portion of the station's inventory of broadcast time. | |||||||||||||||||||||
Derivative Instruments | Derivative Instruments | ||||||||||||||||||||
We are exposed to fluctuations in interest rates. We actively monitor these fluctuations and use derivative instruments from time to time to manage the related risk. In accordance with our risk management strategy, we may use derivative instruments only for the purpose of managing risk associated with an asset, liability, committed transaction, or probable forecasted transaction that is identified by management. Our use of derivative instruments may result in short-term gains or losses that may increase the volatility of our earnings. | |||||||||||||||||||||
Under FASB ASC Topic 815 Derivatives and Hedging the effective portion of the gain or loss on a derivative instrument designated and qualifying as a cash flow hedging instrument shall be reported as a component of other comprehensive income (outside earnings) and reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. The remaining gain or loss on the derivative instrument, if any, shall be recognized currently in earnings. | |||||||||||||||||||||
On March 27, 2013, we entered into an interest rate swap agreement with Wells Fargo Bank, N.A. that began on March 28, 2014 with a notional principal amount of $150.0 million. The agreement was entered to offset risks associated with the variable interest rate on our Term Loan B. Payments on the swap are due on a quarterly basis with a LIBOR floor of 0.625%. The swap expires on March 28, 2019 at a fixed rate of 1.645%. The interest rate swap agreement was not designated as a cash flow hedge, and as a result, all changes in the fair value are recognized in the current period statement of operations rather than through other comprehensive income. We recorded an asset of $0.5 million as of December 31, 2014, representing the change in the fair value of the interest rate swap agreement. The swap was valued based on observable inputs for similar assets and liabilities and other observable inputs for interest rates and yield curves, which are classified within Level 2 inputs in the fair value hierarchy described below and in Note 8 to our consolidated financial statements included in this annual report on Form 10-K. | |||||||||||||||||||||
Fair Value Accounting | Fair Value Accounting | ||||||||||||||||||||
FASB ASC Topic 820 Fair Value Measurements and Disclosures established a single definition of fair value in generally accepted accounting principles and expanded disclosure requirements about fair value measurements. The provision applies to other accounting pronouncements that require or permit fair value measurements. We adopted the fair value provisions for financial assets and financial liabilities effective January 1, 2008. The adoption had a material impact on our consolidated financial position, results of operations or cash flows. We adopted fair value provisions for nonfinancial assets and nonfinancial liabilities effective January 1, 2009. This includes applying the fair value concept to (i) nonfinancial assets and liabilities initially measured at fair value in business combinations; (ii) reporting units or nonfinancial assets and liabilities measured at fair value in conjunction with goodwill impairment testing; (iii) other nonfinancial assets measured at fair value in conjunction with impairment assessments; and (iv) asset retirement obligations initially measured at fair value. The adoption of the fair value provisions of FASB ASC Topic 820 to nonfinancial assets and nonfinancial liabilities did not have a material impact on our consolidated financial position, results of operations or cash flows. | |||||||||||||||||||||
The fair value provisions include guidance on how to estimate the fair value of assets and liabilities in the current economic environment and reemphasizes that the objective of a fair value measurement remains an exit price. If we were to conclude that there has been a significant decrease in the volume and level of activity of the asset or liability in relation to normal market activities, quoted market values may not be representative of fair value and we may conclude that a change in valuation technique or the use of multiple valuation techniques may be appropriate. | |||||||||||||||||||||
The degree of judgment utilized in measuring the fair value of financial instruments generally correlates to the level of pricing observability. Pricing observability is affected by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market, and the characteristics specific to the transaction. Financial instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of pricing observability and a lesser degree of judgment utilized in measuring fair value. Conversely, financial instruments rarely traded or not quoted will generally have less (or no) pricing observability and a higher degree of judgment utilized in measuring fair value. | |||||||||||||||||||||
FASB ASC Topic 820 established a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring fair value. This framework defined three levels of inputs to the fair value measurement process and requires that each fair value measurement be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety. The three broad levels of inputs defined by the FASB ASC Topic 820 hierarchy are as follows: | |||||||||||||||||||||
• | Level 1 Inputs—quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; | ||||||||||||||||||||
• | Level 2 Inputs—inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability; and | ||||||||||||||||||||
• | Level 3 Inputs—unobservable inputs for the asset or liability. These unobservable inputs reflect the entity's own assumptions about the assumptions that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity's own data). | ||||||||||||||||||||
As of December 31, 2014, the carrying value of cash and cash equivalents, trade accounts receivables, accounts payable, accrued expenses and accrued interest approximates fair value due to the short-term nature of such instruments. The carrying value of other long-term liabilities approximates fair value as the related interest rates approximate rates currently available to the company. The following table summarizes the fair value of our financial assets and liabilities that are measured at fair value: | |||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||
Total Fair Value and | Fair Value Measurement Category | ||||||||||||||||||||
Carrying Value on | |||||||||||||||||||||
Balance Sheet | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 33 | $ | 33 | $ | — | $ | — | |||||||||||||
Trade accounts receivable, net | 34,781 | 34,781 | — | — | |||||||||||||||||
Fair value of interest rate swap | 475 | — | 475 | — | |||||||||||||||||
Liabilities: | |||||||||||||||||||||
Accounts payable | 2,964 | 2,964 | — | — | |||||||||||||||||
Accrued expenses including estimated fair value of contingent earn-out consideration | 12,704 | 11,129 | — | 1,575 | |||||||||||||||||
Accrued interest | 48 | 48 | — | — | |||||||||||||||||
Long term liabilities including estimated fair value of contingent earn-out consideration | 4,123 | 2,413 | — | 1,710 | |||||||||||||||||
Long-term debt | 277,505 | 277,505 | — | — | |||||||||||||||||
Long-term Debt and Debt Covenant Compliance | Long-term Debt and Debt Covenant Compliance | ||||||||||||||||||||
Our classification of outstanding borrowings on our Term Loan B as long-term debt on our balance sheet is based on our assessment that, under the terms of our Credit Agreement and after considering our projected operating results and cash flows for the coming year, no principal payments are required to be made. The Term Loan B has a term of seven years, maturing in March 2020. We are required to make principal payments of $750,000 per quarter, which began on September 30, 2013. Prepayments may be made against the outstanding balance of our Term Loan B. Each repayment of the Term Loan B is applied ratably to each of the next four principal installments thereof in the direct order of maturity and thereafter to the remaining principal balance in reverse order of maturity. | |||||||||||||||||||||
Our projections of operating results and cash flows for the coming year are estimates dependent upon a number of factors including but not limited to developments in the markets in which we are operating in and varying economic and political factors. Accordingly, these projections are inherently uncertain and our actual results could differ from these estimates. | |||||||||||||||||||||
Income Taxes and Uncertain Tax Positions | Income Taxes and Uncertain Tax Positions | ||||||||||||||||||||
We account for income taxes in accordance with FASB ASC Topic 740 “Income Taxes.” Deferred income taxes are determined based on the difference between the consolidated financial statement and income tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Our evaluation was performed for tax years that remain subject to examination by major tax jurisdictions, which range from 2010 through 2013. | |||||||||||||||||||||
Upon the adoption of the provisions on January 1, 2007, we had $3.0 million in liabilities related to uncertain tax positions, including $0.9 million recognized under FASB ASC Topic 450 “Contingencies” and carried forward from prior years and $2.1 million recognized upon adoption of the tax provision changes as a reduction to retained earnings. Included in the $2.1 million accrual was $0.1 million in related interest, net of federal income tax benefits. During 2014, we recognized a net decrease of $0.4 million in liabilities and at December 31, 2014, had $0.5 million in liabilities for unrecognized tax benefits. Included in this liability amount is $3.000 of accrued interest, net of federal income tax benefits and the related penalties recorded in income tax expense on our consolidated financial statements included in this annual report on Form 10-K. Management expects an additional reduction of $0.4 million in the reserve over the next twelve months due to statute expirations. | |||||||||||||||||||||
A summary of the changes in the gross amount of unrecognized tax benefits is as follows: | |||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Balance at January 1, 2014 | $ | 916 | |||||||||||||||||||
Additions based on tax positions related to the current year | — | ||||||||||||||||||||
Additions based on tax positions related to prior years | — | ||||||||||||||||||||
Reductions related to tax positions of prior years | — | ||||||||||||||||||||
Decrease due to statute expirations | (405 | ) | |||||||||||||||||||
Related interest and penalties, net of federal tax benefits | (3 | ) | |||||||||||||||||||
Balance as of December 31, 2014 | $ | 508 | |||||||||||||||||||
Valuation Allowance (deferred taxes) | Valuation Allowance (deferred taxes) | ||||||||||||||||||||
For financial reporting purposes, we recorded a valuation allowance of $3.0 million as of December 31, 2014 to offset a portion of the deferred tax assets related to the state net operating loss carryforwards. We regularly review our financial forecasts in an effort to determine our ability to utilize the net operating loss carryforwards for tax purposes. Accordingly, the valuation allowance is adjusted periodically based on our estimate of the benefit the company will receive from such carryforwards. | |||||||||||||||||||||
Royalty Advances to Authors | Royalty Advances to Authors | ||||||||||||||||||||
Royalties due to book authors are paid in advance and capitalized. Royalties are expensed as the related book revenues are earned or when we determine that future recovery of the royalty is not likely. We reviewed historical data associated with royalty advances, earnings and recoverability based on actual results of Regnery Publishing. Historically, the longer the unearned portion of an advance remains outstanding, the less likely it is that we will recover the advance through the sale of the book. We apply this historical experience to outstanding royalty advances to estimate the likelihood of recovery. A provision was established to expense the balance of any unearned advance which we believe is not recoverable. Our analysis also considers other discrete factors, such as death of an author, any decision to not pursue publication of a title, poor market demand or other relevant factors. | |||||||||||||||||||||
Inventory | Inventory | ||||||||||||||||||||
Our inventory on hand consists of published books and wellness products. Inventory is recorded at the lower of cost or market as determined on a First-In First-Out (“FIFO”) cost method. | |||||||||||||||||||||
Inventory Reserves | Inventory Reserves | ||||||||||||||||||||
We reviewed historical data associated with book and wellness product inventories held by Regnery Publishing and Eagle Wellness, respectively. We utilized this historical data associated with sales returns and allowances and royalty reserves, as well as overall economic conditions and product demand, to estimate the fair value of inventory on hand. A provision has been established to expense the balance of unsold inventory for which we believe the cost to be unrecoverable. | |||||||||||||||||||||
Basic and Diluted Net Earnings Per Share | Basic and Diluted Net Earnings Per Share | ||||||||||||||||||||
Basic net earnings per share has been computed using the weighted average number of Class A and Class B shares of common stock outstanding during the period. Diluted net earnings per share is computed using the weighted average number of shares of Class A and Class B common stock outstanding during the period plus the dilutive effects of stock options. | |||||||||||||||||||||
Options to purchase 1,927,099, 2,162,067 and 1,816,204 shares of Class A common stock were outstanding at December 31, 2012, 2013 and 2014, respectively. Diluted weighted average shares outstanding exclude outstanding stock options whose exercise price is in excess of the average price of the company's stock price. These options are excluded from the respective computations of diluted net income or loss per share because their effect would be anti-dilutive. The number of anti-dilutive shares as of December 31, 2012, 2013 and 2014 was 480,825, nil and 589,437, respectively. | |||||||||||||||||||||
The following table sets forth the shares used to compute basic and diluted net earnings per share for the periods indicated: | |||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||
Weighted average shares | 24,577,605 | 24,938,075 | 25,336,809 | ||||||||||||||||||
Effect of dilutive securities - stock options | 409,361 | — | 744,366 | ||||||||||||||||||
Weighted average shares adjusted for dilutive securities | 24,986,966 | 24,938,075 | 26,081,175 | ||||||||||||||||||
Segments | Segments | ||||||||||||||||||||
We have two reportable segments, radio broadcasting and digital media. Digital media (formerly “Internet and e-commerce”) became a reportable segment as of the first quarter of 2011 upon the realization of organic and acquisition related revenue growth. Our acquisition of Eagle Publishing on January 10, 2014, which included Regnery Publishing, Eagle Financial Publications, Eagle Wellness, Human Events and Red State, resulted in operational changes in our business and a realignment of our operating segments. We have three operating segments: (1) Broadcast, (2) Digital Media, and (3) Publishing. We changed the composition of our operating segments to reflect management's view of the operating results for each segment. | |||||||||||||||||||||
Our operating segments reflect how our chief operating decision makers, which we define as a collective group of senior executives, assesses the performance of each operating segment and determines the appropriate allocations of resources to each segment. Our operating segments do not all meet the quantitative thresholds to qualify as reportable segments; however, we have elected to disclose the results of these non-reportable operating segments as we believe this information is useful to readers of our financial statements. We continue to review our operating segment classifications to align with operational changes in our business and may make future changes as necessary. | |||||||||||||||||||||
We measure and evaluate results of our operating segments based on income and expenses that do not include allocations of costs related to corporate functions, such as accounting and finance, human resources, legal, tax and treasury; nor do they include costs such as amortization, depreciation, taxes or interest expense. Changes to our operating segments did not impact the reporting units used to test non-amortizable assets for impairment. All prior periods presented have been updated to reflect the new composition of our operating segments. | |||||||||||||||||||||
We present our segment operating results in Note 16 to our consolidated financial statements included in this annual report on Form 10-K. | |||||||||||||||||||||
Variable Interest Entities | Variable Interest Entities | ||||||||||||||||||||
We account for entities qualifying as variable interest entities (“VIEs”) in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation which requires VIEs to be consolidated by the primary beneficiary. The primary beneficiary is the entity that holds the majority of the beneficial interests in the VIE. A VIE is an entity for which the primary beneficiary's interest in the entity can change with variations in factors other than the amount of investment in the entity. | |||||||||||||||||||||
We may enter into Local Marketing Agreements (“LMAs”) contemporaneously with entering an Asset Purchase Agreement (“APA”) to acquire or sell a radio station. We may also enter into Time Brokerage Agreements (“TBAs”). Typically, both LMAs and TBAs are contractual agreements under which the station owner/licensee makes airtime available to a programmer/licensee in exchange for a fee and reimbursement of certain expenses. LMAs and TBAs are subject to compliance with the antitrust laws and the communications laws, including the requirement that the licensee must maintain independent control over the station and, in particular, its personnel, programming, and finances. The FCC has held that such agreements do not violate the communications laws as long as the licensee of the station receiving programming from another station maintains ultimate responsibility for, and control over, station operations and otherwise ensures compliance with the communications laws. | |||||||||||||||||||||
The requirements of FASB ASC Topic 810 may apply to entities under LMAs or TBAs, depending on the facts and circumstances related to each transaction. As of December 31, 2014 we did not consolidate any entities with which we entered into LMAs or TBAs under the guidance in FASB ASC Topic 810. | |||||||||||||||||||||
Concentrations of Business Risks | Concentrations of Business Risks | ||||||||||||||||||||
We derive a substantial part of our total revenues from the sale of advertising. For the years ended December 31, 2012, 2013 and 2014, 41.3%, 40.8% and 40.2% of our total revenues, respectively, were generated from the sale of broadcast advertising. We are particularly dependent on revenue from stations in the Los Angeles and Dallas markets, which generated 16.1% and 23.5% for the year ended December 31, 2012, 15.1% and 25.4% for the year ended December 31, 2013 and 14.3% and 23.9% for the year ended December 31, 2014. Because substantial portions of our revenues are derived from local advertisers in these key markets, our ability to generate revenues in those markets could be adversely affected by local or regional economic downturns. | |||||||||||||||||||||
Concentrations of Credit Risks | Concentrations of Credit Risks | ||||||||||||||||||||
Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents; trade accounts receivable and derivative instruments. We place our cash and cash equivalents with high quality financial institutions. Such balances may be in excess of FDIC insured limits. To manage the related credit exposure, we continually monitor the credit worthiness of the financial institutions where we have deposits. Concentrations of credit risk with respect to trade accounts receivable are limited due to the wide variety of customers and markets in which we provide services, as well as the dispersion of our operations across many geographic areas. We perform ongoing credit evaluations of our customers, but generally do not require collateral to support customer receivables. We establish an allowance for doubtful accounts based on various factors including the credit risk of specific customers, age of receivables outstanding, historical trends, economic conditions and other information. Historically, our bad debt expense has been within management's expectations. | |||||||||||||||||||||
Use of Estimates | Use of Estimates | ||||||||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant areas for which management uses estimates include: (1) asset impairments, including broadcasting licenses, goodwill and other indefinite-lived intangible assets; (2) income tax valuation allowances; (3) uncertain tax positions; (4) allowance for doubtful accounts; (5) inventory reserves; (6) reserves for royalty advances; (7) self-insurance reserves; (8) fair value of equity awards; (9) estimated lives for tangible and intangible assets; (10) fair value measurements; (11) contingency reserves; (12) probabilities associated with the potential for contingent earn-out consideration; and (13) sales returns and allowances. These estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The estimates will change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update our assumptions and estimates on an ongoing basis and we may consult outside experts to assist as considered necessary. | |||||||||||||||||||||
Reclassifications | Reclassifications | ||||||||||||||||||||
Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. These reclassifications include: (1) the separation of our non-broadcast operating segment into two operating segments as of the first quarter of 2011, (2) the reporting of discontinued operations, and (3) the change in composition of our operating segments based on our acquisition of Eagle Publishing during 2014 to conform to how our chief operating decision makers, who we define as a collective group of senior executives, assesses the performance of each operating segment and determines the appropriate allocations of resources to each segment. | |||||||||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | ||||||||||||||||||||
Changes to accounting principles are established by the FASB in the form of accounting standards updates (“ASU's”) to the FASB's Accounting Standards Codification. We consider the applicability and impact of all ASU's. ASU's not listed below were assessed and determined to be not applicable to our financial position or results of operations. | |||||||||||||||||||||
In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entities Ability to Continue as a Going Concern, which requires management to assess a company's ability to continue as a going concern and to provide related footnote disclosures. The new standard provides management with specific guidance on the assessments and related disclosures as well as provides a longer look-forward period as one year from the financial statement issuance date. The new standard is effective for the annual period ending after December 15, 2016, with early adoption permitted. The adoption of this ASU is not expected to have a material impact on our financial position, results of operations, cash flows, or presentation thereof. | |||||||||||||||||||||
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The new standard is effective as of the first interim period within annual reporting periods beginning on or after December 15, 2016, and will replace most existing revenue recognition guidance in U.S. GAAP. Early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of this ASU on our financial position, results of operations, cash flows, or presentation thereof. | |||||||||||||||||||||
In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 limits the requirement to report discontinued operations to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity's operations and financial results. The amendments also require expanded disclosures concerning discontinued operations and disclosures of certain financial results attributable to a disposal of a significant component of an entity that does not qualify for discontinued operations reporting. These amendments are effective prospectively for reporting periods beginning on or after December 15, 2014, with early adoption permitted. The adoption of this ASU is not expected to have a material impact on our financial position, results of operations, cash flows, or presentation thereof. | |||||||||||||||||||||
In July 2013, the FASB issued ASU 2013-11, Presentation of Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, an amendment to FASB ASC Topic 740, Income Taxes, (“FASB ASU 2013-11”). This update clarifies that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In situations where a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. Retrospective application is permitted. The adoption of this ASU did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof. | |||||||||||||||||||||
In July 2013, the FASB issued ASU 2013-10, Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes, an amendment to FASB ASC Topic 815, Derivatives and Hedging ("FASB ASC Topic 815"). The update permits the use of the Fed Funds Effective Swap Rate to be used as a US benchmark interest rate for hedge accounting purposes under FASB ASC Topic 815, in addition to the interest rates on direct Treasury obligations of the US government (“UST”) and the London Interbank Offered Rate (“LIBOR”). The update also removes the restriction on using different benchmark rates for similar hedges. This ASU is effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The adoption of this ASU did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof. | |||||||||||||||||||||
In February 2013, the FASB issued ASU 2013-04, Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date, an amendment to FASB ASC Topic 405, Liabilities (“FASB ASC Topic 405”). The update requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed as of the reporting date as the sum of the obligation the entity agreed to pay among its co-obligors and any additional amount the entity expects to pay on behalf of its co-obligors. This ASU is effective for annual and interim periods beginning after December 15, 2013 and is required to be applied retrospectively to all prior periods presented for those obligations that existed upon adoption of the ASU. The adoption of this ASU did not have a material impact on our financial position, results of operations, cash flows, or presentation thereof. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||||||||||||
Property, Plant and Equipment Estimated Useful Lives | Depreciation is computed using the straight-line method over estimated useful lives as follows: | ||||||||||||||||||||
Life | |||||||||||||||||||||
Category | |||||||||||||||||||||
Buildings | 40 years | ||||||||||||||||||||
Office furnishings and equipment | 5-10 years | ||||||||||||||||||||
Antennae, towers and transmitting equipment | 10-20 years | ||||||||||||||||||||
Studio and production equipment | 7-10 years | ||||||||||||||||||||
Computer software and website development costs | 3 years | ||||||||||||||||||||
Record and tape libraries | 3 years | ||||||||||||||||||||
Automobiles | 5 years | ||||||||||||||||||||
Leasehold improvements | Lesser of 15 years or life of lease | ||||||||||||||||||||
Schedule of fair value measurements used to value asset | The table below presents the fair value measurements used to value this asset. | ||||||||||||||||||||
Fair Value Measurements Using: | |||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Description | As of December 31, | Quoted prices in | Significant Other | Significant | Total Gains | ||||||||||||||||
2014 | active markets | Observable Inputs | Unobservable | (Losses) | |||||||||||||||||
(Level 1) | (Level 2) | Inputs (Level 3) | |||||||||||||||||||
Long-Lived Asset Held for Sale | $ | 1,700 | $ | 1,700 | $ | - | |||||||||||||||
Intangibles Asset Estimated Useful Lives | These intangibles are amortized using the straight-line method over the following estimated useful lives: | ||||||||||||||||||||
Category | Life | ||||||||||||||||||||
Customer lists and contracts | Lesser of 5 years or life of contract | ||||||||||||||||||||
Favorable and assigned leases | Life of the lease | ||||||||||||||||||||
Domain and brand names | 5 to 7 years | ||||||||||||||||||||
Internally developed software | 3 to 5 years | ||||||||||||||||||||
Customer relationships | 1 to 3 years | ||||||||||||||||||||
Other amortizable intangible assets | 5 to 10 years | ||||||||||||||||||||
Fair Value of Financial Assets Measured at Fair Value | The following table summarizes the fair value of our financial assets and liabilities that are measured at fair value: | ||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||
Total Fair Value and | Fair Value Measurement Category | ||||||||||||||||||||
Carrying Value on | |||||||||||||||||||||
Balance Sheet | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 33 | $ | 33 | $ | — | $ | — | |||||||||||||
Trade accounts receivable, net | 34,781 | 34,781 | — | — | |||||||||||||||||
Fair value of interest rate swap | 475 | — | 475 | — | |||||||||||||||||
Liabilities: | |||||||||||||||||||||
Accounts payable | 2,964 | 2,964 | — | — | |||||||||||||||||
Accrued expenses including estimated fair value of contingent earn-out consideration | 12,704 | 11,129 | — | 1,575 | |||||||||||||||||
Accrued interest | 48 | 48 | — | — | |||||||||||||||||
Long term liabilities including estimated fair value of contingent earn-out consideration | 4,123 | 2,413 | — | 1,710 | |||||||||||||||||
Long-term debt | 277,505 | 277,505 | — | — | |||||||||||||||||
Summary of Changes in Gross Amount of Unrecognized Tax Benefits | A summary of the changes in the gross amount of unrecognized tax benefits is as follows: | ||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Balance at January 1, 2014 | $ | 916 | |||||||||||||||||||
Additions based on tax positions related to the current year | — | ||||||||||||||||||||
Additions based on tax positions related to prior years | — | ||||||||||||||||||||
Reductions related to tax positions of prior years | — | ||||||||||||||||||||
Decrease due to statute expirations | (405 | ) | |||||||||||||||||||
Related interest and penalties, net of federal tax benefits | (3 | ) | |||||||||||||||||||
Balance as of December 31, 2014 | $ | 508 | |||||||||||||||||||
Shares Used to Compute Basic and Diluted Net Earning Per Share | The following table sets forth the shares used to compute basic and diluted net earnings per share for the periods indicated: | ||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||
Weighted average shares | 24,577,605 | 24,938,075 | 25,336,809 | ||||||||||||||||||
Effect of dilutive securities - stock options | 409,361 | — | 744,366 | ||||||||||||||||||
Weighted average shares adjusted for dilutive securities | 24,986,966 | 24,938,075 | 26,081,175 |
IMPAIRMENT_OF_GOODWILL_AND_OTH1
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS (Tables) | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||
Qualitative Analysis for Annual Testing Period | The table below presents the results of our impairment testing under the income approach for the 2014 annual testing period: | |||||||||||||||||||||
Excess Fair Value | ||||||||||||||||||||||
Market Cluster | 2014 Estimate | |||||||||||||||||||||
Atlanta, GA | 33.47 | % | ||||||||||||||||||||
Boston, MA | 4.68 | % | ||||||||||||||||||||
Chicago, IL | 3.89 | % | ||||||||||||||||||||
Cleveland, OH | 42.93 | % | ||||||||||||||||||||
Columbus, OH | 84.59 | % | ||||||||||||||||||||
Dallas, TX | 16.93 | % | ||||||||||||||||||||
Denver, CO | 1230.65 | % | ||||||||||||||||||||
Detroit, MI | 25.72 | % | ||||||||||||||||||||
Honolulu, HI | 163.9 | % | ||||||||||||||||||||
Houston, TX | 1283.46 | % | ||||||||||||||||||||
Louisville, KY | 33.17 | % | ||||||||||||||||||||
Miami FL | 56.03 | % | ||||||||||||||||||||
Nashville, TN | 383.65 | % | ||||||||||||||||||||
New York, NY | 644.52 | % | ||||||||||||||||||||
Omaha NE | 59.06 | % | ||||||||||||||||||||
Orlando FL | 22.86 | % | ||||||||||||||||||||
Philadelphia, PA | 134.44 | % | ||||||||||||||||||||
Phoenix, AZ | 11.85 | % | ||||||||||||||||||||
Pittsburgh, PA | 443.24 | % | ||||||||||||||||||||
Portland, OR | 2.13 | % | ||||||||||||||||||||
Sacramento, CA | 24.55 | % | ||||||||||||||||||||
San Antonio, TX | 284.24 | % | ||||||||||||||||||||
San Diego, CA | 44.28 | % | ||||||||||||||||||||
San Francisco, CA | 69.34 | % | ||||||||||||||||||||
Seattle, WA | 487.01 | % | ||||||||||||||||||||
Tampa, FL | 24.4 | % | ||||||||||||||||||||
Washington, D.C. | 137.27 | % | ||||||||||||||||||||
Fair Value of Mastheads Calculated by Discounted Cash Flow Method | The key estimates and assumptions to which are as follows: | |||||||||||||||||||||
Mastheads | Interim June 30, | December 31, | Interim June 30, | December 31, | December 31, | |||||||||||||||||
2012 | 2012 | 2013 | 2013 | 2014 | ||||||||||||||||||
Risk adjusted discount rate | 8.50% | 8.50% | 9.00% | 9.50% | 8.00% | |||||||||||||||||
Projected revenue growth ranges | 1.5% - 2.50% | 1.5% - 3.0% | 1.0% - 2.8% | 1.2% - 2.5% | (4.8%)–1.4% | |||||||||||||||||
Royalty growth rate | 3.00% | 3.00% | 3.00% | 2.00% | 3.00% | |||||||||||||||||
Enterprise Valuation [Member] | ||||||||||||||||||||||
Key Estimates and Assumptions Used for Valuations | The key estimates and assumptions used for our enterprise valuations are as follows: | |||||||||||||||||||||
31-Dec-12 | 31-Dec-13 | 31-Dec-14 | ||||||||||||||||||||
Enterprise Valuations | Broadcast Markets | Broadcast Markets | Broadcast Markets | |||||||||||||||||||
Risk adjusted discount rate | 9.0% | 9.0% | 8.0% | |||||||||||||||||||
Operating profit margin ranges | 16.9% - 49.2% | 11.9% - 44.7% | 8.4% - 46.1% | |||||||||||||||||||
Long-term revenue market growth rate ranges | 1.0% - 3.5% | 1.0%—2.5% | 1.0% - 5.0% | |||||||||||||||||||
Broadcast licenses [Member] | ||||||||||||||||||||||
Percentage Range by which Fair Value Exceeded Carrying Value | The table below presents the percentage within a range by which our prior year start-up income estimated fair value exceeds the current year carrying value of our broadcasting licenses: | |||||||||||||||||||||
Geographic Market Clusters as of December 31, 2014 | ||||||||||||||||||||||
Percentage Range By Which 2013 Estimated Fair Value Exceeds 2014 Carrying Value | ||||||||||||||||||||||
≤ 25% | >26%-50% | >50% to 75% | > than 75% | |||||||||||||||||||
Number of accounting units | 15 | — | — | 4 | ||||||||||||||||||
Broadcast license carrying value (in thousands) | $ | 255,883 | $ | — | $ | — | $ | 45,034 | ||||||||||||||
Key Estimates and Assumptions Used for Valuations | The key estimates and assumptions used in the start-up income valuation for our broadcast licenses were as follows: | |||||||||||||||||||||
Broadcast Licenses | 31-Dec-12 | 31-Dec-13 | 31-Dec-14 | |||||||||||||||||||
Risk adjusted discount rate | 9.00% | 9.00% | 8.00% | |||||||||||||||||||
Operating profit margin ranges | 5.1% - 35.5% | 4.1% - 37.5% | (13.9%) - 30.8% | |||||||||||||||||||
Long-term market revenue growth rate ranges | 0.3% - 15.0% | 1.0% - 2.5% | 1.5% - 2.5% | |||||||||||||||||||
Goodwill-Broadcast [Member] | ||||||||||||||||||||||
Percentage Range by which Fair Value Exceeded Carrying Value | The tables below present the percentage within a range by which the estimated fair value exceeded the carrying value of each of our market clusters, including goodwill: | |||||||||||||||||||||
Broadcast Market Clusters as of December 31, 2014 | ||||||||||||||||||||||
Percentage Range By Which Estimated Fair Value Exceeds Carrying Value Including | ||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||
< 10% | >10% to 20% | >20% to 50% | > than 50% | |||||||||||||||||||
Number of accounting units | 5 | — | 2 | 7 | ||||||||||||||||||
Carrying value including goodwill (in thousands) | $ | 81,507 | $ | — | $ | 27,636 | $ | 254,645 | ||||||||||||||
Broadcast Market Clusters as of December 31, 2013 | ||||||||||||||||||||||
Percentage Range By Which Estimated Fair Value Exceeds Carrying Value Including | ||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||
< 1% | >10% to 20% | >20% to 50% | > than 50% | |||||||||||||||||||
Number of accounting units | 4 | 1 | 3 | 3 | ||||||||||||||||||
Carrying value including goodwill (in thousands) | $ | 28,952 | $ | 17,978 | $ | 45,375 | $ | 45,152 | ||||||||||||||
Broadcast Market Clusters as of December 31, 2012 | ||||||||||||||||||||||
Percentage Range By Which Estimated Fair Value Exceeds Carrying Value Including | ||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||
< 10% | >10% to 20% | >20% to 50% | > than 50% | |||||||||||||||||||
Number of accounting units | 2 | 1 | 1 | 5 | ||||||||||||||||||
Carrying value including goodwill (in thousands) | $ | 18,836 | $ | 1,423 | $ | 10,506 | $ | 132,645 | ||||||||||||||
Station Operating Income [Member] | Broadcast licenses [Member] | ||||||||||||||||||||||
Percentage Range by which Fair Value Exceeded Carrying Value | The table below shows the percentage within a range by which our estimated fair value exceeded the carrying value of our broadcasting licenses for these eleven market clusters: | |||||||||||||||||||||
Geographic Market Clusters as of December 31, 2014 | ||||||||||||||||||||||
Tested in current year based on length of time from prior valuation | ||||||||||||||||||||||
≤ 5% | >2%-10% | >11% to 40% | > than 40% | |||||||||||||||||||
Number of accounting units | — | 3 | 3 | 5 | ||||||||||||||||||
Broadcast license carrying value (in thousands) | $ | — | $ | 13,408 | $ | 20,214 | $ | 18,040 | ||||||||||||||
The table below presents the percentage within a range by which our estimated fair value as a multiple of SOI exceeded the carrying value of our broadcasting licenses for these market clusters: | ||||||||||||||||||||||
Geographic Market Clusters as of December 31, 2014 | ||||||||||||||||||||||
Percentage Range By Which SOI Estimated Fair Value Exceeds Carrying Value | ||||||||||||||||||||||
≤ 5% | >2%-10% | >11% to 40% | > than 40% | |||||||||||||||||||
Number of accounting units | 3 | — | — | — | ||||||||||||||||||
Broadcast license carrying value (in thousands) | $ | 33,120 | $ | — | $ | — | $ | — | ||||||||||||||
Digital Media [Member] | ||||||||||||||||||||||
Percentage Range by which Fair Value Exceeded Carrying Value | The table below presents the percentage within a range by which the estimated fair value exceeded the carrying value of our accounting units, including goodwill. | |||||||||||||||||||||
Digital Media Entities as of December 31, 2014 | ||||||||||||||||||||||
Percentage Range By Which Estimated Fair Value Exceeds Carrying Value Including | ||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||
< 10% | >10% to 20% | >20% to 50% | > than 50% | |||||||||||||||||||
Number of accounting units | 1 | 1 | 1 | 1 | ||||||||||||||||||
Carrying value including goodwill (in thousands) | $ | 4,649 | $ | 6,118 | $ | 385 | $ | 26,101 | ||||||||||||||
Digital Media Entities as of December 31, 2013 | ||||||||||||||||||||||
Percentage Range By Which Estimated Fair Value Exceeds Carrying Value Including | ||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||
< 10% | >10% to 20% | >20% to 50% | > than 50% | |||||||||||||||||||
Number of accounting units | 1 | - | 1 | - | ||||||||||||||||||
Carrying value including goodwill (in thousands) | $ | 27,456 | $ | - | $ | 2,984 | $ | - | ||||||||||||||
Digital Media Entities as of December 31, 2012 | ||||||||||||||||||||||
Percentage Range By Which Estimated Fair Value Exceeds Carrying Value Including | ||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||
< 10% | >10% to 20% | >20% to 50% | > than 50% | |||||||||||||||||||
Number of accounting units | - | - | 2 | - | ||||||||||||||||||
Carrying value including goodwill (in thousands) | $ | - | $ | - | $ | 28,722 | $ | - | ||||||||||||||
Digital Media [Member] | Enterprise Valuation [Member] | ||||||||||||||||||||||
Key Estimates and Assumptions Used for Valuations | The key estimates and assumptions used in the start-up income valuation of our digital media entities for each testing period are as follows: | |||||||||||||||||||||
Enterprise Valuation | 31-Dec-12 | 31-Dec-13 | 31-Dec-14 | |||||||||||||||||||
Risk adjusted discount rate | 13.50% | 13.50% | 8.00% | |||||||||||||||||||
Operating profit margin ranges | 21.2% - 22.0% | 21.2% - 22.0% | (7.4%) - 34.9% | |||||||||||||||||||
Long-term revenue market growth rate ranges | 3.00% | 3.00% | 2.50% | |||||||||||||||||||
Publishing [Member] | ||||||||||||||||||||||
Percentage Range by which Fair Value Exceeded Carrying Value | The table below presents the percentage within a range by which the estimated fair value exceeded the carrying value of our accounting units, including goodwill. | |||||||||||||||||||||
Publishing Accounting units as of December 31, 2014 | ||||||||||||||||||||||
Percentage Range By Which Estimated Fair Value Exceeds Carrying Value Including Goodwill | ||||||||||||||||||||||
< 10% | >10% to 20% | >20% to 50% | > than 50% | |||||||||||||||||||
Number of accounting units | 2 | - | - | 1 | ||||||||||||||||||
Carrying value including goodwill (in thousands) | $ | 3,417 | $ | - | $ | - | $ | 2,314 | ||||||||||||||
Publishing Accounting units as of December 31, 2013 | ||||||||||||||||||||||
Percentage Range By Which Estimated Fair Value Exceeds Carrying Value Including | ||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||
< 10% | >10% to 20% | >20% to 50% | > than 50% | |||||||||||||||||||
Number of accounting units | 1 | - | 1 | - | ||||||||||||||||||
Carrying value including goodwill (in thousands) | $ | 1,251 | $ | - | $ | 2,123 | $ | - | ||||||||||||||
Publishing Accounting units as of December 31, 2012 | ||||||||||||||||||||||
Percentage Range By Which Estimated Fair Value Exceeds Carrying Value Including | ||||||||||||||||||||||
Goodwill | ||||||||||||||||||||||
< 10% | >10% to 20% | >20% to 50% | > than 50% | |||||||||||||||||||
Number of accounting units | - | - | - | 2 | ||||||||||||||||||
Carrying value including goodwill (in thousands) | $ | - | $ | - | $ | - | $ | 2,103 | ||||||||||||||
Publishing [Member] | Enterprise Valuation [Member] | ||||||||||||||||||||||
Key Estimates and Assumptions Used for Valuations | The key estimates and assumptions used for our enterprise valuations are as follows: | |||||||||||||||||||||
Enterprise Valuation | Interim | December 31, | Interim | December 31, | December 31, | |||||||||||||||||
30-Jun-12 | 2012 | 30-Jun-13 | 2013 | 2014 | ||||||||||||||||||
Risk adjusted discount rate | 8.50% | 8.50% | 9.00% | 9.50% | 8.00% | |||||||||||||||||
Operating margin ranges | 1.4% - 7.5% | 0.5% - 7.0% | 0.9% - 6.0% | (0.5%)–6.0% | 2.4% -5.9% | |||||||||||||||||
Long-term revenue market growth rate ranges | 1.50% | 1.50% | 1.00% | 0.50% | 1.50% |
ACQUISITIONS_AND_RECENT_TRANSA1
ACQUISITIONS AND RECENT TRANSACTIONS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Schedule of repayments of Term Loan B | Repayments of our Term Loan B were as follows: | ||||||||||||||||
Date | Principal Paid | Unamortized Discount | |||||||||||||||
(Dollars in Thousands) | |||||||||||||||||
31-Dec-14 | $ | 4,000 | $ | 16 | |||||||||||||
28-Nov-14 | 4,000 | 15 | |||||||||||||||
29-Sep-14 | 5,000 | 18 | |||||||||||||||
31-Mar-14 | 2,250 | 8 | |||||||||||||||
Schedule of dividend distributions | During the year ended December 31, 2014, after quarterly review of our earnings, cash flows, financial requirements, and other factors, our Board of Directors' declared equity distributions to all stockholders of record of our Class A and Class B common stock as follows: | ||||||||||||||||
Announcement Date | Record Date | Payment Date | Amount Per Share | Cash Distributed | |||||||||||||
(in thousands) | |||||||||||||||||
2-Dec-14 | 15-Dec-14 | 29-Dec-14 | $ | 0.065 | $ | 1,646 | |||||||||||
2-Sep-14 | 16-Sep-14 | 30-Sep-14 | $ | 0.0625 | 1,579 | ||||||||||||
27-May-14 | 16-Jun-14 | 30-Jun-14 | $ | 0.06 | 1,514 | ||||||||||||
6-Mar-14 | 17-Mar-14 | 31-Mar-14 | $ | 0.0575 | 1,444 | ||||||||||||
Summary of Business Acquisitions and Asset Purchased | A summary of our business acquisitions and asset purchases for the year ended December 31, 2014, none of which were individually or in the aggregate material to our Consolidated financial position as of the respective date of acquisition, is as follows: | ||||||||||||||||
Acquisition Date | Description | Total Cost | |||||||||||||||
(Dollars in thousands) | |||||||||||||||||
23-Dec-14 | WLTE-FM Pendleton, South Carolina (asset acquisition) | $ | 525 | ||||||||||||||
23-Dec-14 | FM Translator, Pickens, South Carolina (asset acquisition) | 185 | |||||||||||||||
22-Dec-14 | FM Translator, Bayshore Gardens, Florida (asset acquisition) | 140 | |||||||||||||||
24-Nov-14 | FM Translator, Traveler's Rest, South Carolina (asset acquisition) | 200 | |||||||||||||||
1-Oct-14 | KXXT-AM Phoenix, Arizona (business acquisition) | 575 | |||||||||||||||
22-May-14 | WOCN-AM Miami, Florida (business acquisition) | 2,450 | |||||||||||||||
6-May-14 | WRTH-FM (formerly WOLT-FM), Greenville, South Carolina (business acquisition) | 1,125 | |||||||||||||||
15-Apr-14 | FM Translators, Orlando, Florida, Tampa, Florida, Omaha, Nebraska (asset purchase) | 357 | |||||||||||||||
7-Feb-14 | KDIS-FM, Little Rock Arkansas and KRDY-AM, San Antonio, Texas (business acquisition) | 1,984 | |||||||||||||||
10-Jan-14 | Eagle Publishing (business acquisition) | 10,628 | |||||||||||||||
Various | Purchases of domain names (asset purchases) | 487 | |||||||||||||||
$ | 18,656 | ||||||||||||||||
Summary of Total Acquisition Consideration | The following table summarizes the total acquisition consideration for the year ended December 31, 2014: | ||||||||||||||||
Purchase Price Consideration | Total Consideration | ||||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Cash payments | $ | 12,682 | |||||||||||||||
Escrow deposits paid in prior years | 1,345 | ||||||||||||||||
Deferred cash payments made related to prior year acquisition | (600 | ) | |||||||||||||||
Present value of deferred cash payments (due 2015) | 893 | ||||||||||||||||
Present value of deferred cash payments (due 2016) | 2,289 | ||||||||||||||||
Present value of estimated fair value of contingent earn-out consideration | 2,047 | ||||||||||||||||
Total purchase price consideration | $ | 18,656 | |||||||||||||||
Total Acquisition Consideration Allocated | The total acquisition consideration was allocated to the net assets acquired as follows: | ||||||||||||||||
Broadcast | Digital Media | Publishing | Net Assets | ||||||||||||||
Assets Acquired | Assets | Assets | Acquired | ||||||||||||||
Acquired | Acquired | ||||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Assets | |||||||||||||||||
Property and equipment | $ | 2,338 | $ | 1,179 | $ | 3,929 | $ | 7,446 | |||||||||
Developed websites | — | 539 | 38 | 577 | |||||||||||||
Broadcast licenses | 5,144 | — | — | 5,144 | |||||||||||||
Goodwill | 38 | 2,128 | 189 | 2,355 | |||||||||||||
Customer lists and contracts | — | 2,232 | 509 | 2,741 | |||||||||||||
Domain and brand names | — | 1,921 | 843 | 2,764 | |||||||||||||
Subscriber base and lists | — | 2,446 | — | 2,446 | |||||||||||||
Author relationships | — | — | 1,682 | 1,682 | |||||||||||||
Non-compete agreements | — | 79 | 66 | 145 | |||||||||||||
Favorable and assigned leases | 20 | — | — | 20 | |||||||||||||
Liabilities | |||||||||||||||||
Deferred revenue & royalties assumed | — | (3,779 | ) | (2,885 | ) | (6,664 | ) | ||||||||||
$ | 7,540 | $ | 6,745 | $ | 4,371 | $ | 18,656 | ||||||||||
Income (Loss) from Discontinued Operations | The following table sets forth the components of the loss from discontinued operations: | ||||||||||||||||
For the Year Ended December 31, | |||||||||||||||||
2012 | 2013 | ||||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Net revenues | $ | 38 | $ | 10 | |||||||||||||
Operating expenses | 196 | 72 | |||||||||||||||
Operating loss | $ | (158 | ) | $ | (62 | ) | |||||||||||
Impairment of assets used in discontinued operations | — | — | |||||||||||||||
Loss from discontinued operations | $ | (158 | ) | $ | (62 | ) | |||||||||||
Benefit from income taxes | (63 | ) | (25 | ) | |||||||||||||
Loss from discontinued operations, net of tax | $ | (95 | ) | $ | (37 | ) | |||||||||||
Acquisitions Two Thousand Thirteen [Member] | |||||||||||||||||
Schedule of dividend distributions | During the year ended December 31, 2013, after reviewing our earnings, cash flows, financial requirements, and other factors, our Board of Directors' declared equity distributions to all stockholders of record of our Class A and Class B common stock as follows: | ||||||||||||||||
Announcement Date | Record Date | Payment Date | Amount Per Share | Cash Distributed | |||||||||||||
(in thousands) | |||||||||||||||||
20-Nov-13 | 10-Dec-13 | 27-Dec-13 | $ | 0.055 | $ | 1,376 | |||||||||||
12-Sep-13 | 26-Sep-13 | 4-Oct-13 | $ | 0.0525 | 1,308 | ||||||||||||
30-May-13 | 14-Jun-13 | 28-Jun-13 | $ | 0.05 | 1,240 | ||||||||||||
18-Mar-13 | 25-Mar-13 | 1-Apr-13 | $ | 0.05 | 1,234 | ||||||||||||
Summary of Business Acquisitions and Asset Purchased | A summary of our business acquisitions and asset purchases for the year ended December 31, 2013, none of which were material to our consolidated financial position as of the respective date of acquisition, is as follows: | ||||||||||||||||
Acquisition Date | Description | Total Consideration | |||||||||||||||
(Dollars in thousands) | |||||||||||||||||
10-Dec-13 | Twitchy.com (business acquisition) | $ | 1,536 | ||||||||||||||
9-Dec-13 | EverythingInspirational.com (asset purchases) | 400 | |||||||||||||||
23-Sep-13 | Land, San Antonio, Texas (asset purchase) | 500 | |||||||||||||||
11-Sep-13 | GodUpdates.org (asset purchase) | 250 | |||||||||||||||
10-Aug-13 | Christnotes.org (business acquisition) | 500 | |||||||||||||||
15-Feb-13 | WTOH-FM, Columbus, Ohio (business acquisition) | 4,000 | |||||||||||||||
5-Feb-13 | WGTK-FM, Greenville, South Carolina (business acquisition) | 5,427 | |||||||||||||||
Various | Purchase of various intangible Internet assets (asset purchases) | 207 | |||||||||||||||
$ | 12,820 | ||||||||||||||||
Summary of Total Acquisition Consideration | The following table summarizes the total acquisition consideration for the year ending December 31, 2013: | ||||||||||||||||
Purchase Price Consideration | Total Consideration | ||||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Cash payments | $ | 7,477 | |||||||||||||||
Early repayment of principal on seller-financed note due 2014 | 2,000 | ||||||||||||||||
Deferred cash payments (due 2014) | 300 | ||||||||||||||||
Net present value of deferred advertising credits | 2,427 | ||||||||||||||||
Fair value of contingent earn-out consideration | 616 | ||||||||||||||||
Total purchase price consideration | $ | 12,820 | |||||||||||||||
Total Acquisition Consideration Allocated | The total acquisition consideration was allocated to the net assets acquired as follows: | ||||||||||||||||
Broadcast | Digital Media | Net Assets | |||||||||||||||
Assets | Assets | Acquired | |||||||||||||||
Acquired | Acquired | ||||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Assets | |||||||||||||||||
Property and equipment | $ | 1,752 | $ | 355 | $ | 2,107 | |||||||||||
Broadcast licenses | 7,429 | — | 7,429 | ||||||||||||||
Goodwill | 37 | 393 | 430 | ||||||||||||||
Customer lists and contracts | — | 359 | 359 | ||||||||||||||
Domain and brand names | ― | 1,687 | 1,687 | ||||||||||||||
Software | ― | 99 | 99 | ||||||||||||||
Favorable and assigned lease | 709 | — | 709 | ||||||||||||||
$ | 9,927 | $ | 2,893 | $ | 12,820 |
CONTINGENT_EARNOUT_CONSIDERATI1
CONTINGENT EARN-OUT CONSIDERATION (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
CONTINGENT EARN-OUT CONSIDERATION [Abstract] | |||||||||||||
Schedule of changes in present value of acquisition related contingent earn-out consideration | The following table reflects the changes in the present value of our acquisition related contingent earn-out consideration for the twelve months ended December 31, 2014: | ||||||||||||
Twelve months ended December 31, 2014 | |||||||||||||
Short-Term | Long-Term Other | Total | |||||||||||
Accrued Expenses | Liabilities | ||||||||||||
(dollars in thousands) | |||||||||||||
Beginning Balance as of January 1, 2014 | $ | 329 | $ | 287 | $ | 616 | |||||||
Acquisitions | 692 | 1,355 | 2,047 | ||||||||||
Accretion of acquisition-related contingent consideration | 68 | 120 | 188 | ||||||||||
Change in the estimated fair value of contingent earn-out consideration | 341 | 393 | 734 | ||||||||||
Reclassification of payments due in next12 month to short-term | 445 | (445 | ) | — | |||||||||
Payments | (300 | ) | — | (300 | ) | ||||||||
Ending Balance as of December 31, 2014 | $ | 1,575 | $ | 1,710 | $ | 3,285 | |||||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Summary of the Categories of Property and Equipment | The following is a summary of the categories of our property and equipment: | ||||||||||||||||||||
As of December 31, | |||||||||||||||||||||
2013 | 2014 | ||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Land | $ | 29,748 | $ | 29,424 | |||||||||||||||||
Buildings | 24,695 | 24,898 | |||||||||||||||||||
Office furnishings and equipment | 38,794 | 39,772 | |||||||||||||||||||
Antennae, towers and transmitting equipment | 76,454 | 78,628 | |||||||||||||||||||
Studio and production equipment | 29,819 | 30,202 | |||||||||||||||||||
Computer software and website development costs | 21,653 | 26,593 | |||||||||||||||||||
Record and tape libraries | 65 | 59 | |||||||||||||||||||
Automobiles | 1,139 | 1,205 | |||||||||||||||||||
Leasehold improvements | 17,414 | 19,634 | |||||||||||||||||||
Construction-in-progress | 4,362 | 4,307 | |||||||||||||||||||
$ | 244,143 | $ | 254,722 | ||||||||||||||||||
Less accumulated depreciation | (145,215 | ) | (155,495 | ) | |||||||||||||||||
$ | 98,928 | $ | 99,227 | ||||||||||||||||||
Property and Equipment [Member] | |||||||||||||||||||||
Fair Value Measurements Table | The table below presents the fair value measurements used to value this asset. | ||||||||||||||||||||
Fair Value Measurements Using: | |||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Description | As of December 31, | Quoted prices in | Significant Other | Significant | Total Gains | ||||||||||||||||
2014 | active markets | Observable | Unobservable | (Losses) | |||||||||||||||||
(Level 1) | Inputs (Level 2) | Inputs (Level 3) | |||||||||||||||||||
Long-Lived Asset Held for Sale | $ | 1,700 | $ | 1,700 | $ | — |
AMORTIZABLE_INTANGIBLE_ASSETS_
AMORTIZABLE INTANGIBLE ASSETS (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
AMORTIZABLE INTANGIBLE ASSETS [Abstract] | |||||||||||||
Summary of Significant Classes of Amortizable Intangible Assets | The following tables provide a summary of our significant classes of amortizable intangible assets: | ||||||||||||
As of December 31, 2014 | |||||||||||||
Accumulated | |||||||||||||
Cost | Amortization | Net | |||||||||||
(Dollars in thousands) | |||||||||||||
Customer lists and contracts | $ | 19,910 | $ | (16,558 | ) | $ | 3,352 | ||||||
Domain and brand names | 15,465 | (9,722 | ) | 5,743 | |||||||||
Favorable and assigned leases | 2,379 | (1,795 | ) | 584 | |||||||||
Subscriber base and lists | 4,302 | (2,671 | ) | 1,631 | |||||||||
Author relationships | 2,245 | (1,379 | ) | 866 | |||||||||
Non-compete agreements | 888 | (669 | ) | 219 | |||||||||
Other amortizable intangible assets | 1,336 | (1,336 | ) | — | |||||||||
$ | 46,525 | $ | (34,130 | ) | $ | 12,395 | |||||||
As of December 31, 2013 | |||||||||||||
Accumulated | |||||||||||||
Cost | Amortization | Net | |||||||||||
(Dollars in thousands) | |||||||||||||
Customer lists and contracts | $ | 17,170 | $ | (13,830 | ) | $ | 3,340 | ||||||
Domain and brand names | 12,700 | (8,124 | ) | 4,576 | |||||||||
Favorable and assigned leases | 2,358 | (1,701 | ) | 657 | |||||||||
Subscriber base and lists | 1,856 | (1,856 | ) | — | |||||||||
Author relationships | 563 | (563 | ) | — | |||||||||
Non-compete agreements | 743 | (550 | ) | 193 | |||||||||
Other amortizable intangible assets | 1,336 | (1,309 | ) | 27 | |||||||||
$ | 36,726 | $ | (27,933 | ) | $ | 8,793 | |||||||
Amortizable Intangible Assets, Estimate Amortization Expense | Based on the amortizable intangible assets as of December 31, 2014, we estimate amortization expense for the next five years to be as follows: | ||||||||||||
Year Ending December 31, | Amortization Expense | ||||||||||||
(Dollars in thousands) | |||||||||||||
2015 | $ | 4,858 | |||||||||||
2016 | 2,941 | ||||||||||||
2017 | 1,537 | ||||||||||||
2018 | 1,318 | ||||||||||||
2019 | 919 | ||||||||||||
Thereafter | 822 | ||||||||||||
Total | $ | 12,395 | |||||||||||
NOTES_PAYABLE_AND_LONGTERM_DEB1
NOTES PAYABLE AND LONG-TERM DEBT (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Repayments of Term Loan B | Repayments of our Term Loan B were as follows: | ||||||||||||||||
Date | Principal Paid | Unamortized Discount | |||||||||||||||
(Dollars in Thousands) | |||||||||||||||||
31-Dec-14 | $ | 4,000 | $ | 16 | |||||||||||||
28-Nov-14 | 4,000 | 15 | |||||||||||||||
29-Sep-14 | 5,000 | 18 | |||||||||||||||
31-Mar-14 | 2,250 | 8 | |||||||||||||||
Change in Rate Based on Leverage Ratio | Details of the change in our rate based on our leverage ratio were as follows: | ||||||||||||||||
Consolidated Leverage Ratio | Base Rate | Eurodollar | Applicable Fee | ||||||||||||||
Rate Loans | Rate | ||||||||||||||||
Less than 3.25 to 1.00 | 0.75 | % | 2.25 | % | 0.4 | % | |||||||||||
Greater than or equal to 3.25 to 1.00 but less than 4.50 to 1.00 | 0.75 | % | 2.5 | % | 0.5 | % | |||||||||||
Greater than or equal to 4.50 to 1.00 but less than 6.00 to 1.00 | 1.25 | % | 3 | % | 0.6 | % | |||||||||||
Greater than or equal to 6.00 to 1.00 | 2.25 | % | 3.5 | % | 0.75 | % | |||||||||||
Long-Term Debt | Long-term debt consisted of the following: | ||||||||||||||||
As of December 31, 2013 | As of December 31, 2014 | ||||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Term Loan B | $ | 289,939 | $ | 274,933 | |||||||||||||
Revolver | — | 1,784 | |||||||||||||||
Capital leases and other loans | 854 | 788 | |||||||||||||||
290,793 | 277,505 | ||||||||||||||||
Less current portion | (3,121 | ) | (1,898 | ) | |||||||||||||
$ | 287,672 | $ | 275,607 | ||||||||||||||
Principle Repayment Requirements Under Long Term Agreements Outstanding | Principal repayment requirements under all long-term debt agreements outstanding at December 31, 2014 for each of the next five years and thereafter are as follows: | ||||||||||||||||
Amount | |||||||||||||||||
For the Twelve Months Ended December 31, | (Dollars in thousands) | ||||||||||||||||
2015 | $ | 1,898 | |||||||||||||||
2016 | 3,106 | ||||||||||||||||
2017 | 3,114 | ||||||||||||||||
2018 | 3,105 | ||||||||||||||||
2019 | 3,103 | ||||||||||||||||
Thereafter | 263,179 | ||||||||||||||||
$ | 277,505 | ||||||||||||||||
Term Loan B [Member] | |||||||||||||||||
Repayments of Term Loan B | We have made prepayments on our Term Loan B, including interest through the date of the as follows: | ||||||||||||||||
Date | Principal Paid | Unamortized Discount | |||||||||||||||
(Dollars in Thousands) | |||||||||||||||||
31-Dec-14 | $ | 4,000 | $ | 16 | |||||||||||||
28-Nov-14 | 4,000 | 15 | |||||||||||||||
29-Sep-14 | 5,000 | 18 | |||||||||||||||
31-Mar-14 | 2,250 | 8 | |||||||||||||||
30-Dec-13 | 750 | 3 | |||||||||||||||
30-Sep-13 | 4,000 | 16 | |||||||||||||||
28-Jun-13 | 4,000 | 14 | |||||||||||||||
Terminated 95/8% Senior Secured Second Lien Notes [Member] | |||||||||||||||||
Repayments of Term Loan B | Information regarding repurchases and redemptions of the Terminated 95/8% Notes is as follows: | ||||||||||||||||
Date | Principal | Premium | Unamortized | Bond Issue | |||||||||||||
Redeemed/Repurchased | Paid | Discount | Costs | ||||||||||||||
(Dollars in thousands) | |||||||||||||||||
3-Jun-13 | $ | 903 | $ | 27 | $ | 3 | $ | - | |||||||||
14-Mar-13 | 212,597 | 22,650 | 837 | 2,867 | |||||||||||||
12-Dec-12 | 4,000 | 120 | 17 | 57 | |||||||||||||
1-Jun-12 | 17,500 | 525 | 80 | 287 | |||||||||||||
12-Dec-11 | 12,500 | 375 | 62 | 337 | |||||||||||||
6-Sep-11 | 5,000 | 144 | 26 | 135 | |||||||||||||
1-Jun-11 | 17,500 | 525 | 93 | 472 | |||||||||||||
1-Dec-10 | 12,500 | 375 | 70 | 334 | |||||||||||||
1-Jun-10 | 17,500 | 525 | 105 | 417 | |||||||||||||
Term Loan B and Revolving Credit Facility [Member] | |||||||||||||||||
Change in Rate Based on Leverage Ratio | Revolver Pricing | ||||||||||||||||
Pricing Level | Consolidated Leverage Ratio | Base Rate Loans | LIBOR Loans | ||||||||||||||
1 | Less than 3.00 to 1.00 | 1.25 | % | 2.25 | % | ||||||||||||
2 | Greater than or equal to 3.00 to 1.00 but less than 4.00 to 1.00 | 1.5 | % | 2.5 | % | ||||||||||||
3 | Greater than or equal to 4.00 to 1.00 but less than 5.00 to 1.00 | 1.75 | % | 2.75 | % | ||||||||||||
4 | Greater than or equal to 5.00 to 1.00 but less than 6.00 to 1.00 | 2 | % | 3 | % | ||||||||||||
5 | Greater than or equal to 6.00 to 1.00 | 2.5 | % | 3.5 | % |
FAIR_VALUE_ACCOUNTING_Tables
FAIR VALUE ACCOUNTING (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
FAIR VALUE ACCOUNTING [Abstract] | |||||||||||||||||||||
Fair Value of Financial Assets Measured at Fair Value | The following table summarizes the fair value of our financial assets and liabilities that are measured at fair value: | ||||||||||||||||||||
31-Dec-14 | |||||||||||||||||||||
Total Fair Value and | Fair Value Measurement Category | ||||||||||||||||||||
Carrying Value on | |||||||||||||||||||||
Balance Sheet | Level 1 | Level 2 | Level 3 | ||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Assets: | |||||||||||||||||||||
Cash and cash equivalents | $ | 33 | $ | 33 | $ | — | $ | — | |||||||||||||
Trade accounts receivable, net | 34,781 | 34,781 | — | — | |||||||||||||||||
Fair value of interest rate swap | 475 | — | 475 | — | |||||||||||||||||
Liabilities: | |||||||||||||||||||||
Accounts payable | 2,964 | 2,964 | — | — | |||||||||||||||||
Accrued expenses including estimated fair value of contingent earn-out consideration | 12,704 | 11,129 | — | 1,575 | |||||||||||||||||
Accrued interest | 48 | 48 | — | — | |||||||||||||||||
Long term liabilities including estimated fair value of contingent earn-out consideration | 4,123 | 2,413 | — | 1,710 | |||||||||||||||||
Long-term debt | 277,505 | 277,505 | — | — | |||||||||||||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
INCOME TAXES [Abstract] | |||||||||||||
Schedule of Consolidated Provision (Benefit) for Income Taxes from Continuing Operations | The consolidated provision (benefit) for income taxes from continuing operations for Salem consisted of the following: | ||||||||||||
December 31, | |||||||||||||
2012 | 2013 | 2014 | |||||||||||
(Dollars in thousands) | |||||||||||||
Current: | |||||||||||||
Federal | $ | 8 | $ | — | $ | — | |||||||
State | 198 | 193 | 269 | ||||||||||
206 | 193 | 269 | |||||||||||
Deferred: | |||||||||||||
Federal | 3,649 | (1,075 | ) | 3,932 | |||||||||
State | (3,702 | ) | (3,310 | ) | 564 | ||||||||
(53 | ) | (4,385 | ) | 4,496 | |||||||||
Provision for (benefit from) income taxes | $ | 153 | $ | (4,192 | ) | $ | 4,765 | ||||||
Schedule of Consolidated Deferred Tax Asset and Liability | The consolidated deferred tax asset and liability consisted of the following: | ||||||||||||
December 31, | |||||||||||||
2013 | 2014 | ||||||||||||
(Dollars in thousands) | |||||||||||||
Deferred tax assets: | |||||||||||||
Financial statement accruals not currently deductible | $ | 6,786 | $ | 8,045 | |||||||||
Net operating loss, AMT credit and other carryforwards | 71,246 | 72,618 | |||||||||||
State taxes | 90 | 108 | |||||||||||
Other | 3,322 | 3,821 | |||||||||||
Total deferred tax assets | 81,444 | 84,592 | |||||||||||
Valuation allowance for deferred tax assets | (2,868 | ) | (2,952 | ) | |||||||||
Net deferred tax assets | $ | 78,576 | $ | 81,640 | |||||||||
Deferred tax liabilities: | |||||||||||||
Excess of net book value of property and equipment and software for financial reporting purposes over tax basis | $ | 3,840 | 3,000 | ||||||||||
Excess of net book value of intangible assets for financial reporting purposes over tax basis | 109,133 | 118,773 | |||||||||||
Interest rate swap | 1,251 | 187 | |||||||||||
Unrecognized tax benefits | 933 | 110 | |||||||||||
Other | — | 526 | |||||||||||
Total deferred tax liabilities | 115,157 | 122,596 | |||||||||||
Net deferred tax liabilities | $ | (36,581 | ) | $ | (40,956 | ) | |||||||
Schedule of Reconciliation of Net Deferred Tax Liabilities to Financial Instrument | The following table reconciles the above net deferred tax liabilities to the financial statements: | ||||||||||||
December 31, | |||||||||||||
2013 | 2014 | ||||||||||||
(Dollars in thousands) | |||||||||||||
Deferred income tax asset per balance sheet | $ | 6,876 | $ | 8,153 | |||||||||
Deferred income tax liability per balance sheet | (43,457 | ) | (49,109 | ) | |||||||||
$ | (36,581 | ) | $ | (40,956 | ) | ||||||||
Schedule of Reconciliation of Statutory Federal Income Tax Rate to Provision for Income Tax | A reconciliation of the statutory federal income tax rate to the provision for income tax is as follows: | ||||||||||||
Year Ended December 31, | |||||||||||||
2012 | 2013 | 2014 | |||||||||||
(Dollars in thousands) | |||||||||||||
Statutory federal income tax rate (at 35%) | $ | 1,637 | $ | (2,411 | ) | $ | 3,584 | ||||||
Effect of state taxes, net of federal | (2,278 | ) | (2,025 | ) | 542 | ||||||||
Permanent items | 788 | 270 | 613 | ||||||||||
Other, net | 6 | (26 | ) | 26 | |||||||||
Provision for income taxes | $ | 153 | $ | (4,192 | ) | $ | 4,765 |
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
COMMITMENTS AND CONTINGENCIES [Abstract] | |||||||||||||
Schedule of Future Minimum Rental Payments Required Under Operating Leases that have Initial or Remaining Non-Cancelable Lease Terms in Excess of One Year | Future minimum rental payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2014, are as follows: | ||||||||||||
Related Parties | Other | Total | |||||||||||
(Dollars in thousands) | |||||||||||||
2015 | $ | 1,462 | $ | 9,577 | $ | 11,039 | |||||||
2016 | 1,386 | 8,315 | 9,701 | ||||||||||
2017 | 1,064 | 7,480 | 8,544 | ||||||||||
2018 | 445 | 6,663 | 7,108 | ||||||||||
2019 | 202 | 5,773 | 5,975 | ||||||||||
Thereafter | 3,844 | 34,642 | 38,486 | ||||||||||
$ | 8,403 | $ | 72,450 | $ | 80,853 | ||||||||
STOCK_INCENTIVE_PLAN_Tables
STOCK INCENTIVE PLAN (Tables) | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||
STOCK INCENTIVE PLAN [Abstract] | |||||||||||||||||||||||||||
Schedule of Stock-Based Compensation Expense Recognized | The following table reflects the components of stock-based compensation expense recognized in the Consolidated Statements of Operations for the years ended December 31, 2012, 2013 and 2014: | ||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||||
Stock option compensation expense included in corporate expenses | $ | 933 | $ | 766 | $ | 1,025 | |||||||||||||||||||||
Restricted stock shares compensation expense included in corporate expenses | — | 481 | — | ||||||||||||||||||||||||
Stock option compensation expense included in broadcast operating expenses | 305 | 302 | 325 | ||||||||||||||||||||||||
Stock option compensation expense included in Internet operating expenses | 111 | 253 | 165 | ||||||||||||||||||||||||
Stock option compensation expense included in publishing operating expenses | 19 | 47 | 61 | ||||||||||||||||||||||||
Total stock-based compensation expense, pre-tax | $ | 1,368 | $ | 1,849 | $ | 1,576 | |||||||||||||||||||||
Tax benefit (expense) from stock-based compensation expense | (579 | ) | (740 | ) | (630 | ) | |||||||||||||||||||||
Total stock-based compensation expense, net of tax | $ | 789 | $ | 1,109 | $ | 946 | |||||||||||||||||||||
Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Valuation Model | The weighted-average assumptions used to estimate the fair value of the stock options and restricted stock awards using the Black-Scholes valuation model were as follows for the years ended December 31, 2012, 2013 and 2014: | ||||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||||
Expected volatility | 102.37 | % | 100.78 | % | 74.98 | % | |||||||||||||||||||||
Expected dividends | 5.07 | % | 2.05 | % | 2.7 | % | |||||||||||||||||||||
Expected term (in years) | 8.2 | 6.6 | 7.8 | ||||||||||||||||||||||||
Risk-free interest rate | 1.66 | % | 1.06 | % | 2.27 | % | |||||||||||||||||||||
Schedule of Stock Option Activity | Stock option information with respect to the company's stock-based equity plans during the three years ended December 31, 2014 is as follows (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value): | ||||||||||||||||||||||||||
Options | Shares | Weighted Average | Weighted Average | Weighted Average | Aggregate | ||||||||||||||||||||||
Exercise Price | Grant Date Fair Value | Remaining Contractual | Intrinsic Value | ||||||||||||||||||||||||
Term | |||||||||||||||||||||||||||
Outstanding at January 1, 2012 | 1,640,392 | $ | 5.01 | $ | 4.07 | 5.2 years | $ | 584 | |||||||||||||||||||
Granted | 626,000 | 2.74 | 1.51 | 1,704 | |||||||||||||||||||||||
Exercised | (261,205 | ) | 1.57 | 1.28 | 910 | ||||||||||||||||||||||
Forfeited or expired | (78,088 | ) | 14.06 | 8.03 | 10,824 | ||||||||||||||||||||||
Outstanding at December 31, 2012 | 1,927,099 | $ | 4.37 | $ | 3.45 | 5.4 years | $ | 3,899 | |||||||||||||||||||
Exercisable at December 31, 2012 | 707,024 | 6.58 | 5.41 | 2.9 years | 1,004 | ||||||||||||||||||||||
Expected to Vest | 1,158,461 | $ | 3.09 | $ | 2.32 | 6.8 years | $ | 2,749 | |||||||||||||||||||
Outstanding at January 1, 2013 | 1,927,099 | $ | 4.37 | $ | 3.45 | 5.4 years | $ | 3,899 | |||||||||||||||||||
Granted | 735,750 | 6.93 | 4.9 | 1,303 | |||||||||||||||||||||||
Exercised | (410,983 | ) | 3.46 | 2.47 | 1,883 | ||||||||||||||||||||||
Forfeited or expired | (89,799 | ) | 12.3 | 7.43 | 72 | ||||||||||||||||||||||
Outstanding at December 31, 2013 | 2,162,067 | $ | 5.09 | $ | 3.57 | 5.5 years | $ | 8,491 | |||||||||||||||||||
Exercisable at December 31, 2013 | 514,751 | 6.29 | 4.52 | 2.7 years | 1,919 | ||||||||||||||||||||||
Expected to Vest | 1,564,128 | $ | 4.71 | $ | 3.28 | 6.4 years | $ | 6,240 | |||||||||||||||||||
Outstanding at January 1, 2014 | 2,162,067 | $ | 5.09 | $ | 3.57 | 5.5 years | $ | 8,491 | |||||||||||||||||||
Granted | 25,000 | 8.4 | 4.73 | — | |||||||||||||||||||||||
Exercised | (278,837 | ) | 4.38 | 3.43 | 1,260 | ||||||||||||||||||||||
Forfeited or expired | (92,026 | ) | 12.25 | 7.89 | 43 | ||||||||||||||||||||||
Outstanding at December 31, 2014 | 1,816,204 | $ | 4.88 | $ | 3.39 | 4.8 years | $ | 5,718 | |||||||||||||||||||
Exercisable at December 31, 2014 | 663,417 | 5.32 | 3.9 | 3.0 years | 2,015 | ||||||||||||||||||||||
Expected to Vest | 1,094,574 | $ | 4.62 | $ | 3.1 | 5.9 years | $ | 3,515 | |||||||||||||||||||
Schedule of Information Regarding Restricted Stock Activity | Information regarding the company's restricted stock during the year ended December 31, 2013 is as follows: | ||||||||||||||||||||||||||
Restricted Stock | Shares | ||||||||||||||||||||||||||
Weighted Average Grant | |||||||||||||||||||||||||||
Date Fair Value | |||||||||||||||||||||||||||
Non-Vested at January 1, 2013 | — | $ | — | ||||||||||||||||||||||||
Granted | 79,810 | 6.02 | |||||||||||||||||||||||||
Lapsed | (79,810 | ) | 6.02 | ||||||||||||||||||||||||
Forfeited | — | — | |||||||||||||||||||||||||
Non-Vested at December 31, 2013 | — | $ | — | ||||||||||||||||||||||||
Schedule of Additional Information Regarding Options Outstanding | Additional information regarding options outstanding as of December 31, 2013, is as follows: | ||||||||||||||||||||||||||
Weighted Average | |||||||||||||||||||||||||||
Contractual Life | Weighted | Weighted | |||||||||||||||||||||||||
Range of | Remaining | Average | Exercisable | Average | |||||||||||||||||||||||
Exercise Prices | Options | (Years) | Exercise Price | Options | Exercise Price | ||||||||||||||||||||||
$ 0.36 - $ 3.00 | 887,704 | 5 | $ | 1.62 | 259,204 | $ | 2.17 | ||||||||||||||||||||
$ 3.01 - $ 6.00 | 156,625 | 2.9 | 4.2 | 145,775 | 5.17 | ||||||||||||||||||||||
$ 6.01 - $ 9.00 | 697,125 | 5.5 | 4.9 | 183,688 | 6.93 | ||||||||||||||||||||||
$ 9.01 - $ 12.00 | 45,450 | 0.7 | 8.63 | 45,450 | 11.8 | ||||||||||||||||||||||
$ 12.01 - $ 15.00 | 29,300 | 0.4 | 8.75 | 29,300 | 13.88 | ||||||||||||||||||||||
$ 0.36 - $ 15.00 | 1,816,204 | 4.8 | $ | 3.39 | 663,417 | $ | 5.32 |
EQUITY_TRANSACTIONS_Tables
EQUITY TRANSACTIONS (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
EQUITY TRANSACTIONS [Abstract] | ||||||||||||||
Schedule of Cash Distributions Declared and Paid | The following table shows distributions that have been declared and paid since January 1, 2012: | |||||||||||||
Announcement Date | Payment Date | Amount Per Share | Cash Distributed | |||||||||||
(in thousands) | ||||||||||||||
2-Dec-14 | 29-Dec-14 | $ | 0.065 | $ | 1,646 | |||||||||
2-Sep-14 | 30-Sep-14 | $ | 0.0625 | 1,579 | ||||||||||
27-May-14 | 30-Jun-14 | $ | 0.06 | 1,514 | ||||||||||
6-Mar-14 | 31-Mar-14 | $ | 0.0575 | 1,444 | ||||||||||
20-Nov-13 | 27-Dec-13 | $ | 0.055 | 1,376 | ||||||||||
12-Sep-13 | 4-Oct-13 | $ | 0.0525 | 1,308 | ||||||||||
30-May-13 | 28-Jun-13 | $ | 0.05 | 1,240 | ||||||||||
18-Mar-13 | 1-Apr-13 | $ | 0.05 | 1,234 | ||||||||||
29-Nov-12 | 28-Dec-12 | $ | 0.035 | 854 | ||||||||||
30-Aug-12 | 28-Sep-12 | $ | 0.035 | 854 | ||||||||||
31-May-12 | 21-Jun-12 | $ | 0.035 | 854 | ||||||||||
7-Mar-12 | 30-Mar-12 | $ | 0.035 | 850 | ||||||||||
QUARTERLY_RESULTS_OF_OPERATION1
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED): (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED): [Abstract] | |||||||||||||||||||||||||||||||||
Schedule of Quarterly Financial Information | The following table sets forth selected financial results of the company on a quarterly basis. | ||||||||||||||||||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | ||||||||||||||||||||||||||||||
2013 | 2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2014 | ||||||||||||||||||||||||||
(Dollars in thousands, except per share data) | |||||||||||||||||||||||||||||||||
Total revenue | $ | 55,628 | $ | 62,344 | $ | 60,136 | $ | 68,637 | $ | 58,476 | $ | 69,608 | $ | 62,694 | $ | 65,947 | |||||||||||||||||
Operating income | 6,582 | 5,331 | 9,287 | 7,491 | 8,974 | 8,847 | 9,690 | 6,947 | |||||||||||||||||||||||||
Net income (loss) before discontinued operations | (18,582 | ) | 431 | 5,205 | 1,263 | 5,334 | 3,743 | 5,344 | 38 | ||||||||||||||||||||||||
Net income (loss) | $ | (18,593 | ) | $ | 431 | $ | 5,201 | $ | 1,263 | $ | 5,323 | $ | 3,743 | $ | 5,333 | $ | 38 | ||||||||||||||||
Basic earnings (loss) per share | $ | (0.75 | ) | $ | 0.02 | $ | 0.2 | $ | 0.05 | $ | 0.21 | $ | 0.14 | $ | 0.21 | $ | - | ||||||||||||||||
Basic earnings (loss) per share from continuing operations | $ | (0.75 | ) | $ | 0.02 | $ | 0.2 | $ | 0.05 | $ | 0.21 | $ | 0.14 | $ | 0.21 | $ | - | ||||||||||||||||
Diluted earnings (loss) per share | $ | (0.75 | ) | $ | 0.02 | $ | 0.2 | $ | 0.05 | $ | 0.21 | $ | 0.14 | $ | 0.21 | $ | - | ||||||||||||||||
Diluted earnings (loss) per share from continuing operations | $ | (0.75 | ) | $ | 0.02 | $ | 0.2 | $ | 0.05 | $ | 0.21 | $ | 0.14 | $ | 0.21 | $ | - | ||||||||||||||||
Weighted average shares outstanding – basic | 24,632,431 | 25,064,982 | 24,737,131 | 25,172,696 | 25,126,858 | 25,536,397 | 25,255,881 | 25,573,162 | |||||||||||||||||||||||||
Weighted average shares outstanding – diluted | 24,632,431 | 25,881,811 | 25,624,350 | 25,950,600 | 25,921,391 | 26,265,957 | 26,051,098 | 26,226,332 |
SEGMENT_DATA_Tables
SEGMENT DATA (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
SEGMENT DATA [Abstract] | |||||||||||||||||||||||||
Schedule of Segment Data | The table below presents financial information for each operating segment as of December 31, 2014, 2013 and 2012 based on the new composition of our operating segments: | ||||||||||||||||||||||||
Broadcast | Digital | Publishing | Unallocated | Consolidated | |||||||||||||||||||||
Media | Corporate | ||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
Year Ended December 31, 2014 | |||||||||||||||||||||||||
Net revenue | $ | 192,923 | $ | 46,862 | $ | 26,751 | $ | — | $ | 266,536 | |||||||||||||||
Operating expenses | 138,564 | 36,232 | 26,143 | 17,092 | 218,031 | ||||||||||||||||||||
Net operating income (loss) before depreciation, amortization, impairment, change in estimated fair value of contingent earn-out consideration (gain) loss on the sale or disposal of assets | $ | 54,359 | $ | 10,630 | $ | 608 | $ | (17,092 | ) | $ | 48,505 | ||||||||||||||
Depreciation | 7,923 | 3,052 | 529 | 1,125 | 12,629 | ||||||||||||||||||||
Amortization | 98 | 4,885 | 1,212 | 1 | 6,196 | ||||||||||||||||||||
Impairment of indefinite-lived long-term assets other than goodwill | — | — | 34 | — | 34 | ||||||||||||||||||||
Impairment of goodwill | — | — | 45 | — | 45 | ||||||||||||||||||||
Change in estimated fair value of contingent earn-out consideration | — | 325 | 409 | — | 734 | ||||||||||||||||||||
(Gain) loss on the sale or disposal of assets | 231 | 25 | (5 | ) | — | 251 | |||||||||||||||||||
Net operating income (loss) from continuing operations | $ | 46,107 | $ | 2,343 | $ | (1,616 | ) | $ | (18,218 | ) | $ | 28,616 | |||||||||||||
Year Ended December 31, 2013 | |||||||||||||||||||||||||
Net revenue | $ | 188,544 | $ | 35,156 | $ | 13,234 | $ | — | $ | 236,934 | |||||||||||||||
Operating expenses | 129,857 | 25,741 | 14,280 | 16,081 | 185,959 | ||||||||||||||||||||
Net operating income (loss) before depreciation, amortization, impairments and (gain) loss on the sale or disposal of assets | $ | 58,687 | $ | 9,415 | $ | (1,046 | ) | $ | (16,081 | ) | $ | 50,975 | |||||||||||||
Depreciation | 7,934 | 2,904 | 444 | 1,166 | 12,448 | ||||||||||||||||||||
Amortization | 154 | 2,654 | 6 | — | 2,814 | ||||||||||||||||||||
Impairment of indefinite-lived long-term assets other than goodwill | — | — | 1,006 | — | 1,006 | ||||||||||||||||||||
Impairment of goodwill | — | — | 438 | — | 438 | ||||||||||||||||||||
(Gain) loss on the sale or disposal of assets | (274 | ) | — | — | 10 | (264 | ) | ||||||||||||||||||
Net operating income (loss) from continuing operations | $ | 50,873 | $ | 3,857 | $ | (2,940 | ) | $ | (17,257 | ) | $ | 34,533 | |||||||||||||
Year Ended December 31, 2012 | |||||||||||||||||||||||||
Net revenue | $ | 187,640 | $ | 28,166 | $ | 13,373 | $ | — | $ | 229,179 | |||||||||||||||
Operating expenses | 126,514 | 22,848 | 13,339 | 14,396 | 177,097 | ||||||||||||||||||||
Net operating income (loss) before depreciation, amortization, impairment and (gain) loss on the sale or disposal of assets | $ | 61,126 | $ | 5,318 | $ | 34 | $ | (14,396 | ) | $ | 52,082 | ||||||||||||||
Depreciation | 8,274 | 2,438 | 423 | 1,208 | 12,343 | ||||||||||||||||||||
Amortization | 105 | 2,189 | 8 | 2 | 2,304 | ||||||||||||||||||||
Impairment of indefinite-lived long-term assets other than goodwill | — | — | 88 | — | 88 | ||||||||||||||||||||
Impairment of long-lived assets | 6,808 | — | — | — | 6,808 | ||||||||||||||||||||
(Gain) loss on the sale or disposal of assets | 84 | (76 | ) | — | 41 | 49 | |||||||||||||||||||
Net operating income (loss) from continuing operations | $ | 45,855 | $ | 767 | $ | (485 | ) | $ | (15,647 | ) | $ | 30,490 | |||||||||||||
Broadcast | Digital | Publishing | Unallocated | Consolidated | |||||||||||||||||||||
Media | Corporate | ||||||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||||||
As of December 31, 2014 | |||||||||||||||||||||||||
Inventories, net | $ | — | $ | 222 | $ | 350 | $ | — | $ | 572 | |||||||||||||||
Property and equipment, net | 81,948 | 7,111 | 1,941 | 8,227 | 99,227 | ||||||||||||||||||||
Broadcast licenses | 385,726 | — | — | — | 385,726 | ||||||||||||||||||||
Goodwill | 3,955 | 19,677 | 1,044 | 8 | 24,684 | ||||||||||||||||||||
Other indefinite-lived intangible assets | — | — | 833 | — | 833 | ||||||||||||||||||||
Amortizable intangible assets, net | 583 | 9,884 | 1,926 | 2 | 12,395 | ||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||||||
Property and equipment, net | $ | 82,457 | $ | 6,402 | $ | 1,596 | $ | 8,473 | $ | 98,928 | |||||||||||||||
Broadcast licenses | 381,836 | — | — | — | 381,836 | ||||||||||||||||||||
Goodwill | 3,917 | 17,550 | 899 | 8 | 22,374 | ||||||||||||||||||||
Other indefinite-lived intangible assets | — | — | 868 | — | 868 | ||||||||||||||||||||
Amortizable intangible assets, net | 661 | 8,119 | 11 | 2 | 8,793 | ||||||||||||||||||||
Schedule of financial information by operating segment with a comparison of the results under the prior composition of operating segments as compared to new composition | The table below presents financial information for each operating segment as of December 31, 2014, 2013 and 2012 with a comparison of the results under the prior composition of our operating segments as compared to the new composition: | ||||||||||||||||||||||||
Year Ending December 31, | |||||||||||||||||||||||||
2012 | 2013 | 2014 | |||||||||||||||||||||||
As Reported | As Updated | As Reported | As Updated | As updated | As Reported | ||||||||||||||||||||
Original | New | Original | New | Original | New | ||||||||||||||||||||
(Dollars in Thousands) | |||||||||||||||||||||||||
Revenues by Segment: | |||||||||||||||||||||||||
Net Broadcast Revenue | $ | 183,180 | $ | 187,640 | $ | 183,697 | $ | 188,544 | $ | 187,815 | $ | 192,923 | |||||||||||||
Net Digital Media Revenue | 33,474 | 28,166 | 40,906 | 35,156 | 55,519 | 46,862 | |||||||||||||||||||
Net Publishing Revenue | 12,525 | 13,373 | 12,331 | 13,234 | 23,202 | 26,751 | |||||||||||||||||||
Total Net Revenue | $ | 229,179 | $ | 229,179 | $ | 236,934 | $ | 236,934 | $ | 266,536 | $ | 266,536 | |||||||||||||
Operating expenses by segment: | |||||||||||||||||||||||||
Broadcast Operating Expenses | $ | 120,772 | $ | 126,514 | $ | 122,862 | $ | 129,857 | $ | 130,875 | $ | 138,564 | |||||||||||||
Digital Media Operating Expenses | 25,145 | 22,848 | 28,378 | 25,741 | 41,067 | 36,232 | |||||||||||||||||||
Publishing Operating Expenses | 12,288 | 13,339 | 13,289 | 14,280 | 23,052 | 26,143 | |||||||||||||||||||
Unallocated Corporate Expenses | 18,892 | 14,396 | 21,430 | 16,081 | 23,037 | 17,092 | |||||||||||||||||||
$ | 177,097 | $ | 177,097 | $ | 185,959 | $ | 185,959 | $ | 218,031 | $ | 218,031 | ||||||||||||||
Net operating income (loss) before depreciation, amortization, impairments and (gain) loss on the sale or disposal of assets | $ | 52,082 | $ | 52,082 | $ | 50,975 | $ | 50,975 | $ | 48,505 | $ | 48,505 | |||||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Dec. 31, 2012 | Jun. 30, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Mar. 14, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2012 | Dec. 31, 2011 | Jan. 31, 2007 | Jul. 31, 2007 | Mar. 27, 2013 | |
Segment | item | |||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Barter expenses included in broadcast operating expense | $6,000,000 | $4,800,000 | $5,300,000 | |||||||||||
Interest capitalized | 200,000 | 100,000 | ||||||||||||
Impairment charge | 1,200,000 | 5,600,000 | ||||||||||||
Impairment Charges Land Held For Sale | 1,200,000 | 5,600,000 | 0 | 0 | ||||||||||
Internally developed software and website development capitalized costs | 3,900,000 | 1,500,000 | 2,300,000 | |||||||||||
Amortization expense for internally developed software and website development capitalized costs | 2,400,000 | 2,300,000 | 2,100,000 | |||||||||||
Internally developed software and website development capitalized costs, useful life | 3 years | |||||||||||||
Percentage of indefinite-lived intangible assets out of total assets | 71.00% | |||||||||||||
Broadcast licenses renewal period | 8 years | |||||||||||||
Pre-tax (Gain) loss on disposal of assets | 300,000 | -62,000 | -158,000 | |||||||||||
Pre-tax (Gain) loss on disposal of assets | 100,000 | 100,000 | 600,000 | |||||||||||
Deferred rent revenue | 4,400,000 | 4,500,000 | ||||||||||||
Bank loan fees written off in conjunction with the early retirement of debt | 643,000 | 853,000 | 1,291,000 | |||||||||||
Deferred financing costs | 3,166,000 | 4,130,000 | ||||||||||||
Self insurance liability | 900,000 | 500,000 | ||||||||||||
Change in fair value of the interest rate swap agreement asset | 475,000 | |||||||||||||
Debt, principal payment | 0 | |||||||||||||
Liabilities for unrecognized tax benefits | 500,000 | 3,000,000 | ||||||||||||
Unrecognized tax benefit, interest accrued net of federal income tax benefits | 3 | 100,000 | ||||||||||||
Increase (decrease) in unrecognized tax benefits | 400,000 | |||||||||||||
Additional reduction of reserve | 400,000 | |||||||||||||
Valuation allowance to offset deferred tax asset | 2,952,000 | 2,868,000 | ||||||||||||
Options to purchase Class A common stock | 1,927,099 | 1,816,204 | 2,162,067 | 1,927,099 | 1,640,392 | |||||||||
Number Of Anti Dilutive Shares | 589,437 | 480,825 | ||||||||||||
Number of reportable segments | 2 | |||||||||||||
Number of operating segments | 3 | |||||||||||||
Term Loan B [Member] | ||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Debt term | 7 years | |||||||||||||
Bank loan fees written off in conjunction with the early retirement of debt | 300,000 | 300,000 | ||||||||||||
Debt, principal payment | 750,000 | 750,000 | ||||||||||||
Term loan maturity year | 7 years | 7 years | ||||||||||||
Number of Principal Installments | 4 | |||||||||||||
Revolver [Member] | ||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Debt term | 5 years | |||||||||||||
Reduction of Retained Earnings | ||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Liabilities for unrecognized tax benefits | 2,100,000 | |||||||||||||
Contingencies | ||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Liabilities for unrecognized tax benefits | 900,000 | |||||||||||||
Miami [Member] | ||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Pre-tax (Gain) loss on disposal of assets | 200,000 | |||||||||||||
Los Angeles Market | ||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Percentage of Total Revenue generated from advertising | 14.30% | 15.10% | 16.10% | |||||||||||
Dallas [Member] | ||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Percentage of Total Revenue generated from advertising | 23.90% | 25.40% | 23.50% | |||||||||||
Office and studio facility in San Francisco market [Member] | ||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Pre-tax (Gain) loss on disposal of assets | 100,000 | |||||||||||||
Broadcast [Member] | ||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Advertising revenue | 6,000,000 | 5,600,000 | 5,300,000 | |||||||||||
Percentage of Total Revenue generated from advertising | 40.20% | 40.80% | 41.30% | |||||||||||
KPXI-FM, Tyler-Longview, Texas | ||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Pre-tax (Gain) loss on disposal of assets | 200,000 | |||||||||||||
Cleveland market [Member] | ||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Pre-tax (Gain) loss on disposal of assets | 400,000 | |||||||||||||
Write-off of a receivable from a prior station sale [Member] | ||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Pre-tax (Gain) loss on disposal of assets | 200,000 | |||||||||||||
Minimum [Member] | ||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Lease term | 1 year | |||||||||||||
Maximum [Member] | ||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Lease term | 25 years | |||||||||||||
Production Costs | ||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Cost of media advertising and associated production costs | 10,200,000 | 10,000,000 | 10,500,000 | |||||||||||
Broadcast licenses [Member] | ||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Impairment charge | 0 | 0 | 0 | |||||||||||
Percentage of indefinite-lived intangible assets | 94.00% | |||||||||||||
Mastheads [Member] | ||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Impairment charge | 34,000 | 300,000 | 100,000 | |||||||||||
Percentage of indefinite-lived intangible assets | 6.00% | |||||||||||||
Significant Other Observable Inputs (Level 2) [Member] | ||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Change in fair value of the interest rate swap agreement asset | 475,000 | |||||||||||||
Fair value of interest rate swaps | ||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Interest rate swap agreement, notional principal amount | 150,000,000 | |||||||||||||
Payments swap LIBOR floor rate | 0.63% | |||||||||||||
Interest rate swap, expiration date | 28-Mar-19 | |||||||||||||
Interest rate swap, fixed rate | 1.65% | |||||||||||||
Fair value of interest rate swaps | Significant Other Observable Inputs (Level 2) [Member] | ||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Change in fair value of the interest rate swap agreement asset | $500,000 | |||||||||||||
Salem Media Representatives [Member] | ||||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||||||||||
Number of U.S. cities in which entity is having offices | 11 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Estimated Useful Lives of Property, Plant and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Buildings [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life | 40 years |
Office furnishings and equipment [Member] | Minimum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life | 5 years |
Office furnishings and equipment [Member] | Maximum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life | 10 years |
Antennae, towers and transmitting equipment [Member] | Minimum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life | 10 years |
Antennae, towers and transmitting equipment [Member] | Maximum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life | 20 years |
Studio and production equipment [Member] | Minimum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life | 7 years |
Studio and production equipment [Member] | Maximum [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life | 10 years |
Computer software and website development costs [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life | 3 years |
Record and tape libraries [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life | 3 years |
Automobiles [Member] | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, useful life | 5 years |
Leasehold improvements | |
Property Plant and Equipment Estimated Useful Lives [Line Items] | |
Property plant and equipment, estimated useful life, description | Lesser of 15 years or life of lease |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Fair Value Measurements Used to Value Long-Lived Asset Held for Sale) (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | |
Long-Lived Asset Held for Sale, fair value | $1,700 |
Long-Lived Asset Held for Sale, Total Gains (Losses) | |
Significant Unobservable Inputs (Level 3) [Member] | |
Property, Plant and Equipment [Line Items] | |
Long-Lived Asset Held for Sale, fair value | $1,700 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Intangibles Asset Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Customer lists and contracts [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets useful life, description | Lesser of 5 years or life of contract |
Favorable and assigned leases [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets useful life, description | Life of the lease |
Domain and brand names [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets useful life | 5 years |
Domain and brand names [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets useful life | 7 years |
Internally developed software [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets useful life | 3 years |
Internally developed software [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets useful life | 5 years |
Customer relationships [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets useful life | 1 year |
Customer relationships [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets useful life | 3 years |
Other amortizable intangible assets [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets useful life | 5 years |
Other amortizable intangible assets [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite lived intangible assets useful life | 10 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Summary of Fair Value of Financial Assets and Liabilities that are Measured at Fair Value) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Assets: | |
Cash and cash equivalents | $33 |
Trade accounts receivable, net | 34,781 |
Fair value of interest rate swap | 475 |
Liabilities: | |
Accounts payable | 2,964 |
Accrued expenses including estimated fair value of contingent earn-out consideration | 12,704 |
Accrued interest | 48 |
Long term liabilities including estimated fair value of contingent earn-out consideration | 4,123 |
Long-term debt | 277,505 |
Level 1 [Member] | |
Assets: | |
Cash and cash equivalents | 33 |
Trade accounts receivable, net | 34,781 |
Fair value of interest rate swap | |
Liabilities: | |
Accounts payable | 2,964 |
Accrued expenses including estimated fair value of contingent earn-out consideration | 11,129 |
Accrued interest | 48 |
Long term liabilities including estimated fair value of contingent earn-out consideration | 2,413 |
Long-term debt | 277,505 |
Level 2 [Member] | |
Assets: | |
Cash and cash equivalents | |
Trade accounts receivable, net | |
Fair value of interest rate swap | 475 |
Liabilities: | |
Accounts payable | |
Accrued expenses including estimated fair value of contingent earn-out consideration | |
Accrued interest | |
Long term liabilities including estimated fair value of contingent earn-out consideration | |
Long-term debt | |
Level 3 [Member] | |
Assets: | |
Cash and cash equivalents | |
Trade accounts receivable, net | |
Fair value of interest rate swap | |
Liabilities: | |
Accounts payable | |
Accrued expenses including estimated fair value of contingent earn-out consideration | 1,575 |
Accrued interest | |
Long term liabilities including estimated fair value of contingent earn-out consideration | 1,710 |
Long-term debt |
SUMMARY_OF_SIGNIFICANT_ACCOUNT8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Summary of Changes in Gross Amount of Unrecognized Tax Benefits) (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Beginning balance | $916 |
Additions based on tax positions related to the current year | |
Additions based on tax positions related to prior years | |
Reductions related to tax positions of prior years | |
Decrease due to statute expirations | -405 |
Related interest and penalties, net of federal tax benefits | -3 |
Ending balance | $508 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Shares Used to Compute Basic and Diluted Net Earnings Per Share) (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||||||
Weighted average shares | 25,573,162 | 25,536,397 | 25,172,696 | 25,064,982 | 25,255,881 | 25,126,858 | 24,737,131 | 24,632,431 | 25,336,809 | 24,938,075 | 24,577,605 |
Effect of dilutive securities - stock options | 744,366 | 409,361 | |||||||||
Weighted average shares adjusted for dilutive securities | 26,226,332 | 26,265,957 | 25,950,600 | 25,881,811 | 26,051,098 | 25,921,391 | 25,624,350 | 24,632,431 | 26,081,175 | 24,938,075 | 24,986,966 |
IMPAIRMENT_OF_GOODWILL_AND_OTH2
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2012 | Jun. 30, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Jun. 30, 2012 | Dec. 31, 2011 | |
Goodwill And Other Intangible Assets [Line Items] | ||||||||
Percentage of indefinite-lived intangible assets out of total assets | 71.00% | |||||||
Broadcast licenses renewal period | 8 years | |||||||
Impairment charges | $1,200,000 | $5,600,000 | ||||||
Cash flow projection period | 5 years | |||||||
Digital Media [Member] | ||||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||||
Impairment charges | 0 | 0 | 0 | |||||
Publishing [Member] | ||||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||||
Impairment charges | 45,000 | 0 | 400,000 | |||||
Discount rate | 9.50% | 9.00% | ||||||
Networks [Member] | ||||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||||
Excess of estimated fair value over carrying value, percentage | 113.00% | 64.00% | 63.00% | 113.00% | ||||
Broadcast licenses [Member] | ||||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||||
Percentage of indefinite-lived intangible assets | 94.00% | |||||||
Discounted cash flow projection period | 10 years | |||||||
Excess of estimated fair value over carrying value, percentage | 25.00% | 25.00% | ||||||
Percentage of excess fair value over carrying value | 25.00% | 25.00% | ||||||
Impairment charges | 0 | 0 | 0 | |||||
Discount rate | 8.00% | 9.00% | 9.00% | |||||
Reduction in long-term revenue growth rate to perform sensitivity analysis | 10000.00% | |||||||
Increase in weighted average cost of capital rate to perform sensitivity analysis | 10000.00% | |||||||
Mastheads [Member] | ||||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||||
Percentage of indefinite-lived intangible assets | 6.00% | |||||||
Impairment charges | 34,000 | 300,000 | 100,000 | |||||
Excess fair value estimate | 1.70% | |||||||
Royalty growth rate | 3.00% | 2.00% | 3.00% | 3.00% | 3.00% | |||
Discount rate | 8.00% | 9.50% | 8.50% | 9.00% | 8.50% | |||
Additional impairment charges | 300,000 | |||||||
Reduction in long-term revenue growth rate to perform sensitivity analysis | 10000.00% | |||||||
Increase in weighted average cost of capital rate to perform sensitivity analysis | 10000.00% | |||||||
Mastheads [Member] | Minimum [Member] | ||||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||||
Royalty growth rate | 2.00% | |||||||
Discount rate | 9.00% | |||||||
Mastheads [Member] | Maximum [Member] | ||||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||||
Royalty growth rate | 3.00% | |||||||
Discount rate | 9.50% | |||||||
Goodwill-Broadcast [Member] | ||||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||||
Reduction in long-term revenue growth rate to perform sensitivity analysis | 10000.00% | |||||||
Increase in weighted average cost of capital rate to perform sensitivity analysis | 10000.00% | |||||||
Goodwill-Broadcast [Member] | Networks [Member] | ||||||||
Goodwill And Other Intangible Assets [Line Items] | ||||||||
Impairment charges | 0 | $0 | $0 |
IMPAIRMENT_OF_GOODWILL_AND_OTH3
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS (Schedule of Percentage Within Range by which Prior Year Start-up Income Estimated Fair Value Exceeds Carrying Value of Broadcasting Licenses) (Details) (Broadcast licenses [Member], USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Entity | |
Less than or equal to 25% [Member] | |
Fair Value Measurements [Line Items] | |
Number of market clusters | 15 |
Carrying value | $255,883 |
>26% to 50% [Member] | |
Fair Value Measurements [Line Items] | |
Number of market clusters | |
Carrying value | |
>50% to 75% [Member] | |
Fair Value Measurements [Line Items] | |
Number of market clusters | |
Carrying value | |
> than 75% [Member] | |
Fair Value Measurements [Line Items] | |
Number of market clusters | 4 |
Carrying value | 45,034 |
Less than or equal 5% [Member] | Station Operating Income [Member] | |
Fair Value Measurements [Line Items] | |
Number of market clusters | 3 |
Carrying value | 33,120 |
>6% To 10% [Member] | Station Operating Income [Member] | |
Fair Value Measurements [Line Items] | |
Number of market clusters | 3 |
Carrying value | 13,408 |
>11% To 40 % [Member] | Station Operating Income [Member] | |
Fair Value Measurements [Line Items] | |
Number of market clusters | 3 |
Carrying value | 20,214 |
> than 40% [Member] | Station Operating Income [Member] | |
Fair Value Measurements [Line Items] | |
Number of market clusters | 5 |
Carrying value | $18,040 |
IMPAIRMENT_OF_GOODWILL_AND_OTH4
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS (Schedule of Key Estimates and Assumptions Used in Start-Up Income Valuation of Broadcast licenses) (Details) (Broadcast licenses [Member]) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Risk adjusted discount rate | 8.00% | 9.00% | 9.00% |
Minimum [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Operating profit margin ranges | -13.90% | 4.10% | 5.10% |
Long-term market revenue growth rate ranges | 1.50% | 1.00% | 0.30% |
Maximum [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Operating profit margin ranges | 30.80% | 37.50% | 35.50% |
Long-term market revenue growth rate ranges | 2.50% | 2.50% | 15.00% |
IMPAIRMENT_OF_GOODWILL_AND_OTH5
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS (Schedule of Results of Qualitative Analysis for Market Clusters as of Annual Testing Period) (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2012 | Dec. 31, 2014 | |
Goodwill And Magazine Mastheads [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 1.70% | |
Atlanta Georgia [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 33.47% | |
Boston Massachusetts [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 4.68% | |
Chicago Illinois [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 3.89% | |
Cleveland Ohio [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 42.93% | |
Columbus Ohio [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 84.59% | |
Dallas [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 16.93% | |
Denver Colorado [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 1230.65% | |
Detroit Michigan [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 25.72% | |
Honolulu Hawaii [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 163.90% | |
Houston Texas [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 1283.46% | |
Louisville Kentucky [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 33.17% | |
Miami Florida [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 56.03% | |
Nashville Tennessee [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 383.65% | |
New York [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 644.52% | |
Omaha Nebraska [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 59.06% | |
Orlando Florida [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 22.86% | |
Philadelphia Pennsylvania [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 134.44% | |
Phoenix Arizona [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 11.85% | |
Pittsburgh Pennsylvania [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 443.24% | |
Portland Oregon [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 2.13% | |
Sacramento California [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 24.55% | |
San Antonio Texas [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 284.24% | |
San Diego California [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 44.28% | |
San Francisco California [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 69.34% | |
Seattle Washington [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 487.01% | |
Tampa Florida [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 24.40% | |
Washington D.C. [Member] | Current year [Member] | ||
Goodwill And Other Intangibles [Line Items] | ||
Excess fair value estimate | 137.27% |
IMPAIRMENT_OF_GOODWILL_AND_OTH6
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS (Schedule of Key Estimates and Assumptions For Discounted Cash Flow Method is Applied to Calculate Estimated Fair Value of Mastheads (Detail) (Mastheads [Member]) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2013 | Jun. 30, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||||
Risk adjusted discount rate | 9.00% | 8.50% | 8.00% | 9.50% | 8.50% |
Royalty growth rate | 3.00% | 3.00% | 3.00% | 2.00% | 3.00% |
Minimum [Member] | |||||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||||
Risk adjusted discount rate | 9.00% | ||||
Projected revenue growth ranges | 1.00% | 1.50% | -4.80% | 1.20% | 1.50% |
Royalty growth rate | 2.00% | ||||
Maximum [Member] | |||||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||||
Risk adjusted discount rate | 9.50% | ||||
Projected revenue growth ranges | 2.80% | 2.50% | 1.40% | 2.50% | 3.00% |
Royalty growth rate | 3.00% |
IMPAIRMENT_OF_GOODWILL_AND_OTH7
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS (Schedule of Key Estimates and Assumptions Used in Start-up Income Valuation of Broadcast Market Clusters for Each Testing Period (Detail) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2013 | Jun. 30, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Digital Media [Member] | Enterprise Valuation [Member] | |||||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||||
Risk adjusted discount rate | 8.00% | 13.50% | 13.50% | ||
Long-term revenue market growth rate ranges | 2.50% | 3.00% | 3.00% | ||
Digital Media [Member] | Enterprise Valuation [Member] | Minimum [Member] | |||||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||||
Operating profit margin ranges | -7.40% | 21.20% | 21.20% | ||
Digital Media [Member] | Enterprise Valuation [Member] | Maximum [Member] | |||||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||||
Operating profit margin ranges | 34.90% | 22.00% | 22.00% | ||
Publishing [Member] | |||||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||||
Risk adjusted discount rate | 9.00% | 9.50% | |||
Publishing [Member] | Enterprise Valuation [Member] | |||||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||||
Risk adjusted discount rate | 9.00% | 8.50% | 8.00% | 9.50% | 8.50% |
Long-term revenue market growth rate ranges | 1.00% | 1.50% | 1.50% | 0.50% | 1.50% |
Publishing [Member] | Enterprise Valuation [Member] | Minimum [Member] | |||||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||||
Operating profit margin ranges | 0.90% | 1.40% | 2.40% | -0.50% | 0.50% |
Publishing [Member] | Enterprise Valuation [Member] | Maximum [Member] | |||||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||||
Operating profit margin ranges | 6.00% | 7.50% | 5.90% | 6.00% | 7.00% |
Radio Clusters [Member] | Goodwill-Broadcast [Member] | |||||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||||
Risk adjusted discount rate | 8.00% | 9.00% | 9.00% | ||
Radio Clusters [Member] | Goodwill-Broadcast [Member] | Minimum [Member] | |||||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||||
Operating profit margin ranges | 8.40% | 11.90% | 16.90% | ||
Long-term revenue market growth rate ranges | 1.00% | 1.00% | 1.00% | ||
Radio Clusters [Member] | Goodwill-Broadcast [Member] | Maximum [Member] | |||||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||||
Operating profit margin ranges | 46.10% | 44.70% | 49.20% | ||
Long-term revenue market growth rate ranges | 5.00% | 2.50% | 3.50% |
IMPAIRMENT_OF_GOODWILL_AND_OTH8
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS (Schedule of Percentage Within Range by which Estimated Fair Value Exceeded Carrying Value of Each of Market Clusters Including Goodwill (Detail) (Goodwill-Broadcast [Member], USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Entity | Entity | Entity | |
Less than 10% [Member] | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Number of market clusters | 5 | 4 | 2 |
Carrying value | $81,507 | $28,952 | $18,836 |
>10% to 20% [Member] | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Number of market clusters | 1 | 1 | |
Carrying value | 17,978 | 1,423 | |
> 20% to 50% [Member] | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Number of market clusters | 2 | 3 | 1 |
Carrying value | 27,636 | 45,375 | 10,506 |
> than 50% [Member] | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Number of market clusters | 7 | 3 | 5 |
Carrying value | $254,645 | $45,152 | $132,645 |
IMPAIRMENT_OF_GOODWILL_AND_OTH9
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS (Schedule of Percentage Within Range by which Estimated Fair Value Exceeded Carrying Value of Accounting units Including Goodwill (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | Entity | Entity | Entity |
Less than 10% [Member] | Digital Media [Member] | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Number of accounting units | 1 | 1 | |
Carrying value | $4,649 | $27,456 | |
Less than 10% [Member] | Publishing [Member] | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Number of accounting units | 2 | 1 | |
Carrying value | 3,417 | 1,251 | |
>10% to 20% [Member] | Digital Media [Member] | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Number of accounting units | 1 | ||
Carrying value | 6,118 | ||
>10% to 20% [Member] | Publishing [Member] | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Number of accounting units | |||
Carrying value | |||
>20% to 50% [Member] | Digital Media [Member] | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Number of accounting units | 1 | 1 | 2 |
Carrying value | 385 | 2,984 | 28,722 |
>20% to 50% [Member] | Publishing [Member] | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Number of accounting units | 1 | ||
Carrying value | 2,123 | ||
> than 50% [Member] | Digital Media [Member] | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Number of accounting units | 1 | ||
Carrying value | 26,101 | ||
> than 50% [Member] | Publishing [Member] | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Number of accounting units | 1 | 2 | |
Carrying value | $2,314 | $2,103 |
ACQUISITIONS_AND_RECENT_TRANSA2
ACQUISITIONS AND RECENT TRANSACTIONS (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | ||||||||||||||||||||||||||||||||||||
Mar. 14, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 05, 2015 | Dec. 31, 2014 | Nov. 28, 2014 | Sep. 29, 2014 | Mar. 31, 2014 | Dec. 30, 2013 | Sep. 30, 2013 | Jun. 28, 2013 | Sep. 30, 2013 | Jun. 03, 2013 | Dec. 12, 2011 | Feb. 15, 2013 | Aug. 10, 2013 | Dec. 10, 2013 | Dec. 10, 2013 | Mar. 13, 2015 | Dec. 09, 2013 | Feb. 07, 2014 | Feb. 05, 2013 | Jan. 10, 2014 | Jun. 06, 2014 | Apr. 15, 2014 | 6-May-14 | 22-May-14 | Oct. 03, 2014 | Nov. 24, 2014 | Dec. 22, 2014 | Dec. 23, 2014 | Feb. 20, 2015 | Dec. 20, 2013 | Dec. 12, 2012 | Jun. 01, 2012 | Sep. 06, 2011 | Jun. 01, 2011 | Dec. 01, 2010 | Jun. 01, 2010 | Dec. 31, 2009 | Sep. 11, 2013 | Sep. 23, 2013 | Oct. 01, 2014 | Dec. 10, 2014 | |
Installment | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Loss on early retirement of long-term debt | $33,000 | ($391,000) | ($27,795,000) | ($1,088,000) | |||||||||||||||||||||||||||||||||||||||||
Class A and Class B common stock, dividend paid | 6,183,000 | 5,158,000 | 3,412,000 | ||||||||||||||||||||||||||||||||||||||||||
Class A and Class B common stock, dividend declared per share, paid | $0.24 | $0.21 | $0.14 | ||||||||||||||||||||||||||||||||||||||||||
Amount due on close of Transaction | 12,682,000 | 7,477,000 | 12,682,000 | ||||||||||||||||||||||||||||||||||||||||||
Business Acquisition, Purchase Price Allocation, Goodwill Amount | 24,684,000 | 22,374,000 | 24,684,000 | ||||||||||||||||||||||||||||||||||||||||||
Business acquisition purchase price | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Discount on advertising credits | 600,000 | ||||||||||||||||||||||||||||||||||||||||||||
Fair value of advertising credits payable over ten years | 2,427,000 | ||||||||||||||||||||||||||||||||||||||||||||
Advertising credits payable term | ten | ||||||||||||||||||||||||||||||||||||||||||||
Amortization period of interest expense | 10 years | ||||||||||||||||||||||||||||||||||||||||||||
Amortization of bond issue costs and bank loan fees | 643,000 | 853,000 | 1,291,000 | ||||||||||||||||||||||||||||||||||||||||||
Purchase price | 18,656,000 | 12,820,000 | |||||||||||||||||||||||||||||||||||||||||||
Payments | -300,000 | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition-related expenses | 500,000 | 200,000 | |||||||||||||||||||||||||||||||||||||||||||
Third-party valuation fees | 100,000 | 100,000 | |||||||||||||||||||||||||||||||||||||||||||
Brokerage fees | 100,000 | 100,000 | 100,000 | ||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Class A and Class B common stock, dividend declared per share | $0.07 | ||||||||||||||||||||||||||||||||||||||||||||
Revolver under senior credit facility [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Loss on early retirement of long-term debt | 900,000 | ||||||||||||||||||||||||||||||||||||||||||||
Term Loan B [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Debt, issuance of principal amount | 300,000,000 | 300,000,000 | 300,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Repayment of Term Loan B | 15,300,000 | 4,000,000 | 4,000,000 | 5,000,000 | 2,250,000 | 750,000 | 4,000,000 | 4,000,000 | 4,000,000 | ||||||||||||||||||||||||||||||||||||
Loss on early retirement of long-term debt | 100,000 | 3,000 | 14,000 | 16,000 | |||||||||||||||||||||||||||||||||||||||||
Credit facility, borrowing capacity | 300,000,000 | 276,000,000 | 276,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Unamortized Discount | 16,000 | 16,000 | 15,000 | 18,000 | 8,000 | 3,000 | 16,000 | 14,000 | 16,000 | ||||||||||||||||||||||||||||||||||||
Amortization of bond issue costs and bank loan fees | 300,000 | 300,000 | |||||||||||||||||||||||||||||||||||||||||||
Revolver [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Credit facility, borrowing capacity | 25,000,000 | 1,800,000 | 1,800,000 | ||||||||||||||||||||||||||||||||||||||||||
Terminated 95/8% Senior Secured Second Lien Notes [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Debt, issuance of principal amount | 300,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Loss on early retirement of long-term debt | 26,900,000 | 900,000 | 900,000 | 800,000 | |||||||||||||||||||||||||||||||||||||||||
Principal repurchased or redeemed | 212,597,000 | 903,000 | 12,500,000 | 4,000,000 | 17,500,000 | 5,000,000 | 17,500,000 | 12,500,000 | 17,500,000 | ||||||||||||||||||||||||||||||||||||
Debt, aggregate purchase price | 240,300,000 | ||||||||||||||||||||||||||||||||||||||||||||
Percent of debt purchase price | 110.65% | ||||||||||||||||||||||||||||||||||||||||||||
Amount paid for redemption | 22,700,000 | ||||||||||||||||||||||||||||||||||||||||||||
Unamortized Discount | 837,000 | 3,000 | 62,000 | 17,000 | 80,000 | 26,000 | 93,000 | 70,000 | 105,000 | ||||||||||||||||||||||||||||||||||||
Bond Issue Costs | 2,867,000 | 337,000 | 57,000 | 287,000 | 135,000 | 472,000 | 334,000 | 417,000 | |||||||||||||||||||||||||||||||||||||
GodUpdates Facebook page [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Business acquisition purchase price | 300,000 | ||||||||||||||||||||||||||||||||||||||||||||
WTOH-FM, Columbus, Ohio (business acquisition) [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Purchase price | 4,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition date | 15-Feb-13 | ||||||||||||||||||||||||||||||||||||||||||||
Christnotes.org (business acquisition) [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Business acquisition purchase price | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Business acquisition, goodwill | 20,755 | ||||||||||||||||||||||||||||||||||||||||||||
Purchase price | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition date | 10-Aug-13 | ||||||||||||||||||||||||||||||||||||||||||||
Twitchy.com (business acquisition) [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Amount due on close of Transaction | 900,000 | 900,000 | |||||||||||||||||||||||||||||||||||||||||||
Contingent earn-out consideration | 1,200,000 | 1,200,000 | |||||||||||||||||||||||||||||||||||||||||||
Contingent earn-out consideration achievement of milestone period | 2 years | ||||||||||||||||||||||||||||||||||||||||||||
Contingent earn-out consideration estimated fair value | 600,000 | 600,000 | |||||||||||||||||||||||||||||||||||||||||||
Business Acquisition, Purchase Price Allocation, Goodwill Amount | 400,000 | 400,000 | |||||||||||||||||||||||||||||||||||||||||||
Advertising cost | 1,200,000 | 1,200,000 | |||||||||||||||||||||||||||||||||||||||||||
Purchase price | 1,536,000 | ||||||||||||||||||||||||||||||||||||||||||||
Estimated fair value of contingent earn-out consideration | 400,000 | 400,000 | 600,000 | 600,000 | |||||||||||||||||||||||||||||||||||||||||
Acquisition date | 10-Dec-13 | ||||||||||||||||||||||||||||||||||||||||||||
Twitchy.com (business acquisition) [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Payments | 600,000 | ||||||||||||||||||||||||||||||||||||||||||||
Additional contingent earn-out consideration to be paid over remaining earn-out period | 700,000 | ||||||||||||||||||||||||||||||||||||||||||||
EverythingInspirational.com (asset purchases) [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Amount due on close of Transaction | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||
Business acquisition purchase price | 400,000 | ||||||||||||||||||||||||||||||||||||||||||||
Amount payable | 300,000 | ||||||||||||||||||||||||||||||||||||||||||||
Deferred cash payment, number of installments | 3 | ||||||||||||||||||||||||||||||||||||||||||||
Purchase price | 400,000 | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition date | 9-Dec-13 | ||||||||||||||||||||||||||||||||||||||||||||
KDIS-FM, Little Rock, Arkansas and KRDY-AM, San Antonio, Texas [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition, Purchase Price Allocation, Goodwill Amount | 18,000 | ||||||||||||||||||||||||||||||||||||||||||||
Business acquisition purchase price | 2,000,000 | 2,500,000 | |||||||||||||||||||||||||||||||||||||||||||
Purchase price | 1,984,000 | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition date | 7-Feb-14 | ||||||||||||||||||||||||||||||||||||||||||||
KRDY-AM tower site in San Antonio, Texas [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Business acquisition purchase price | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||
WJKR-FM, Columbus, Ohio [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Business acquisition purchase price | 4,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
WGTK-FM, Greenville, South Carolina [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Amount due on close of Transaction | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Amount payable | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Business acquisition purchase price | 5,400,000 | ||||||||||||||||||||||||||||||||||||||||||||
Advertising cost | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition payment date | 2014-04 | ||||||||||||||||||||||||||||||||||||||||||||
Purchase of various intangible Internet assets (asset purchases) [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Business acquisition purchase price | 200,000 | ||||||||||||||||||||||||||||||||||||||||||||
Purchase price | 207,000 | ||||||||||||||||||||||||||||||||||||||||||||
Eagle Publishing (business acquisition) [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Amount due on close of Transaction | 3,500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Contingent earn-out consideration | 8,500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Contingent earn-out consideration achievement of milestone period | 3 years | ||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition, Purchase Price Allocation, Goodwill Amount | 2,300,000 | ||||||||||||||||||||||||||||||||||||||||||||
Advertising cost | 8,500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Purchase price | 10,628,000 | ||||||||||||||||||||||||||||||||||||||||||||
Estimated fair value of contingent earn-out consideration | 1,700,000 | 1,700,000 | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Payments | 900,000 | ||||||||||||||||||||||||||||||||||||||||||||
Additional contingent earn-out consideration to be paid over remaining earn-out period | 5,900,000 | 5,900,000 | |||||||||||||||||||||||||||||||||||||||||||
Acquisition date | 10-Jan-14 | ||||||||||||||||||||||||||||||||||||||||||||
Eagle Publishing (business acquisition) [Member] | January 2015 [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Amount payable | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition payment date | 2015-01 | ||||||||||||||||||||||||||||||||||||||||||||
Early payment made | 1,500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Deferred payments, present value | 900,000 | ||||||||||||||||||||||||||||||||||||||||||||
Eagle Publishing (business acquisition) [Member] | January 2016 [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Amount payable | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition payment date | 2015-01 | ||||||||||||||||||||||||||||||||||||||||||||
Additional costs associate associated with liabilities incurred by the seller | 400,000 | ||||||||||||||||||||||||||||||||||||||||||||
Deferred payments, present value | 2,300,000 | ||||||||||||||||||||||||||||||||||||||||||||
FM Translators, Orlando, Florida, Tampa, Florida, Omaha, Nebraska (asset purchase) | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Business acquisition purchase price | 400,000 | ||||||||||||||||||||||||||||||||||||||||||||
Purchase price | 357,000 | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition date | 15-Apr-14 | ||||||||||||||||||||||||||||||||||||||||||||
WRTH-FM (formerly WOLT-FM), Greenville, South Carolina (business acquisition) | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition, Purchase Price Allocation, Goodwill Amount | 6,400 | ||||||||||||||||||||||||||||||||||||||||||||
Business acquisition purchase price | 1,100,000 | ||||||||||||||||||||||||||||||||||||||||||||
Purchase price | 1,125,000 | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition date | 6-May-14 | ||||||||||||||||||||||||||||||||||||||||||||
WOCN-AM Miami, Florida (business acquisition) | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition, Purchase Price Allocation, Goodwill Amount | 12,000 | ||||||||||||||||||||||||||||||||||||||||||||
Business acquisition purchase price | 2,500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Purchase price | 2,450,000 | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition date | 22-May-14 | ||||||||||||||||||||||||||||||||||||||||||||
KXXT-AM Phoenix, Arizona (business acquisition) | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Business Acquisition, Purchase Price Allocation, Goodwill Amount | 1,400 | ||||||||||||||||||||||||||||||||||||||||||||
Business acquisition purchase price | 600,000 | ||||||||||||||||||||||||||||||||||||||||||||
Purchase price | 575,000 | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition date | 1-Oct-14 | ||||||||||||||||||||||||||||||||||||||||||||
FM Translator, Traveler's Rest, South Carolina (asset acquisition) | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Business acquisition purchase price | 200,000 | ||||||||||||||||||||||||||||||||||||||||||||
Purchase price | 200,000 | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition date | 24-Nov-14 | ||||||||||||||||||||||||||||||||||||||||||||
Radio station, WDYZ-FM in Orlando, Florida (asset acquisition) | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Business acquisition purchase price | 1,300,000 | ||||||||||||||||||||||||||||||||||||||||||||
FM Translator, Bayshore Gardens, Florida (asset acquisition) | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Business acquisition purchase price | 100,000 | ||||||||||||||||||||||||||||||||||||||||||||
Purchase price | 140,000 | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition date | 22-Dec-14 | ||||||||||||||||||||||||||||||||||||||||||||
FM Translator, Pickens, South Carolina (asset acquisition) | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Business acquisition purchase price | 200,000 | ||||||||||||||||||||||||||||||||||||||||||||
Purchase price | 185,000 | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition date | 23-Dec-14 | ||||||||||||||||||||||||||||||||||||||||||||
WLTE-FM Pendleton, South Carolina (asset acquisition) | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Business acquisition purchase price | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Purchase price | 525,000 | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition date | 23-Dec-14 | ||||||||||||||||||||||||||||||||||||||||||||
Radio station, WDDZ-AM in Pittsburg, Pennsylvania | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Business acquisition purchase price | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Purchase price | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition date | 20-Feb-15 | ||||||||||||||||||||||||||||||||||||||||||||
Radio station WDWD-AM in Atlanta, Georgia | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Business acquisition purchase price | 2,800,000 | ||||||||||||||||||||||||||||||||||||||||||||
Purchase price | 2,800,000 | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition date | 20-Feb-15 | ||||||||||||||||||||||||||||||||||||||||||||
Purchases of domain names (asset purchases) | |||||||||||||||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||
Business acquisition purchase price | 400,000 | 400,000 | |||||||||||||||||||||||||||||||||||||||||||
Purchase price | $487,000 |
ACQUISITIONS_AND_RECENT_TRANSA3
ACQUISITIONS AND RECENT TRANSACTIONS (Schedule of Repayments of Debt) (Details) (Term Loan B [Member], USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Nov. 28, 2014 | Sep. 29, 2014 | Mar. 31, 2014 | Dec. 30, 2013 | Sep. 30, 2013 | Jun. 28, 2013 | Sep. 30, 2013 | Dec. 31, 2014 |
Term Loan B [Member] | |||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||
Principal Paid | $4,000 | $4,000 | $5,000 | $2,250 | $750 | $4,000 | $4,000 | $4,000 | $15,300 |
Unamortized Discount | $16 | $15 | $18 | $8 | $3 | $16 | $14 | $16 | $16 |
ACQUISITIONS_AND_RECENT_TRANSA4
ACQUISITIONS AND RECENT TRANSACTIONS (Schedule of Dividend Distributions) (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 06, 2014 | Mar. 18, 2013 | 27-May-14 | 30-May-13 | Sep. 02, 2014 | Sep. 12, 2013 | Dec. 02, 2014 | Nov. 20, 2013 |
Summary Of Investments Other Than Investments In Related Parties Reportable Data [Line Items] | |||||||||||
Class A and Class B common stock, dividend declared per share, paid | $0.24 | $0.21 | $0.14 | ||||||||
Class A and Class B common stock, dividend paid | $6,183 | $5,158 | $3,412 | ||||||||
First Quarter Dividend [Member] | |||||||||||
Summary Of Investments Other Than Investments In Related Parties Reportable Data [Line Items] | |||||||||||
Class A and Class B common stock, dividend declared date | 6-Mar-14 | 18-Mar-13 | |||||||||
Class A and Class B common stock, record date | 17-Mar-14 | 25-Mar-13 | |||||||||
Class A and Class B common stock, payment date | 31-Mar-14 | 1-Apr-13 | |||||||||
Class A and Class B common stock, dividend declared per share | $0.06 | $0.05 | |||||||||
Class A and Class B common stock, dividend declared per share, paid | $0.06 | $0.05 | |||||||||
Class A and Class B common stock, dividend paid | 1,444 | 1,234 | |||||||||
Second Quarter Dividend [Member] | |||||||||||
Summary Of Investments Other Than Investments In Related Parties Reportable Data [Line Items] | |||||||||||
Class A and Class B common stock, dividend declared date | 27-May-14 | 30-May-13 | |||||||||
Class A and Class B common stock, record date | 16-Jun-14 | 14-Jun-13 | |||||||||
Class A and Class B common stock, payment date | 30-Jun-14 | 28-Jun-13 | |||||||||
Class A and Class B common stock, dividend declared per share | $0.06 | $0.05 | |||||||||
Class A and Class B common stock, dividend declared per share, paid | $0.06 | $0.05 | |||||||||
Class A and Class B common stock, dividend paid | 1,514 | 1,240 | |||||||||
Third Quarter Dividend [Member] | |||||||||||
Summary Of Investments Other Than Investments In Related Parties Reportable Data [Line Items] | |||||||||||
Class A and Class B common stock, dividend declared date | 2-Sep-14 | 12-Sep-13 | |||||||||
Class A and Class B common stock, record date | 16-Sep-14 | 26-Sep-13 | |||||||||
Class A and Class B common stock, payment date | 30-Sep-14 | 4-Oct-13 | |||||||||
Class A and Class B common stock, dividend declared per share | $0.06 | $0.05 | |||||||||
Class A and Class B common stock, dividend declared per share, paid | $0.06 | $0.05 | |||||||||
Class A and Class B common stock, dividend paid | 1,579 | 1,308 | |||||||||
Fourth Quarter Dividend [Member] | |||||||||||
Summary Of Investments Other Than Investments In Related Parties Reportable Data [Line Items] | |||||||||||
Class A and Class B common stock, dividend declared date | 2-Dec-14 | 20-Nov-13 | |||||||||
Class A and Class B common stock, record date | 15-Dec-14 | 10-Dec-13 | |||||||||
Class A and Class B common stock, payment date | 29-Dec-14 | 27-Dec-13 | |||||||||
Class A and Class B common stock, dividend declared per share | $0.07 | $0.06 | |||||||||
Class A and Class B common stock, dividend declared per share, paid | $0.07 | $0.06 | |||||||||
Class A and Class B common stock, dividend paid | $1,646 | $1,376 |
ACQUISITIONS_AND_RECENT_TRANSA5
ACQUISITIONS AND RECENT TRANSACTIONS (Summary of Business Acquisitions and Asset Purchases) (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 23, 2014 | Dec. 22, 2014 | Nov. 24, 2014 | Oct. 03, 2014 | 22-May-14 | 6-May-14 | Apr. 15, 2014 | Feb. 07, 2014 | Jan. 10, 2014 | Dec. 10, 2013 | Dec. 09, 2013 | Sep. 23, 2013 | Sep. 11, 2013 | Aug. 10, 2013 | Feb. 15, 2013 | Feb. 05, 2013 |
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, total cost | $18,656 | $12,820 | ||||||||||||||||
WLTE-FM Pendleton, South Carolina (asset acquisition) | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, total cost | 525 | |||||||||||||||||
Business acquisition, date | 23-Dec-14 | |||||||||||||||||
FM Translator, Pickens, South Carolina (asset acquisition) | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, total cost | 185 | |||||||||||||||||
Business acquisition, date | 23-Dec-14 | |||||||||||||||||
FM Translator, Bayshore Gardens, Florida (asset acquisition) | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, total cost | 140 | |||||||||||||||||
Business acquisition, date | 22-Dec-14 | |||||||||||||||||
FM Translator, Traveler's Rest, South Carolina (asset acquisition) | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, total cost | 200 | |||||||||||||||||
Business acquisition, date | 24-Nov-14 | |||||||||||||||||
KXXT-AM Phoenix, Arizona (business acquisition) | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, total cost | 575 | |||||||||||||||||
Business acquisition, date | 1-Oct-14 | |||||||||||||||||
WOCN-AM Miami, Florida (business acquisition) | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, total cost | 2,450 | |||||||||||||||||
Business acquisition, date | 22-May-14 | |||||||||||||||||
WRTH-FM (formerly WOLT-FM), Greenville, South Carolina (business acquisition) | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, total cost | 1,125 | |||||||||||||||||
Business acquisition, date | 6-May-14 | |||||||||||||||||
FM Translators, Orlando, Florida, Tampa, Florida, Omaha, Nebraska (asset purchase) | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, total cost | 357 | |||||||||||||||||
Business acquisition, date | 15-Apr-14 | |||||||||||||||||
KDIS-FM, Little Rock, Arkansas and KRDY-AM, San Antonio, Texas [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, total cost | 1,984 | |||||||||||||||||
Business acquisition, date | 7-Feb-14 | |||||||||||||||||
Eagle Publishing (business acquisition) [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, total cost | 10,628 | |||||||||||||||||
Business acquisition, date | 10-Jan-14 | |||||||||||||||||
Purchases of domain names (asset purchases) | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, total cost | 487 | |||||||||||||||||
Twitchy.com (business acquisition) [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, total cost | 1,536 | |||||||||||||||||
Business acquisition, date | 10-Dec-13 | |||||||||||||||||
EverythingInspirational.com (asset purchases) [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, total cost | 400 | |||||||||||||||||
Business acquisition, date | 9-Dec-13 | |||||||||||||||||
Land, San Antonio, Texas (asset purchase) [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, total cost | 500 | |||||||||||||||||
Business acquisition, date | 23-Sep-13 | |||||||||||||||||
GodUpdates.org (asset purchase) [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, total cost | 250 | |||||||||||||||||
Business acquisition, date | 11-Sep-13 | |||||||||||||||||
Christnotes.org (business acquisition) [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, total cost | 500 | |||||||||||||||||
Business acquisition, date | 10-Aug-13 | |||||||||||||||||
WTOH-FM, Columbus, Ohio (business acquisition) [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, total cost | 4,000 | |||||||||||||||||
Business acquisition, date | 15-Feb-13 | |||||||||||||||||
WGTK-FM, Greenville, South Carolina (business acquisition) [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, total cost | 5,427 | |||||||||||||||||
Business acquisition, date | 5-Feb-13 | |||||||||||||||||
Purchase of various intangible Internet assets (asset purchases) [Member] | ||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||
Business acquisition, total cost | $207 |
ACQUISITIONS_AND_RECENT_TRANSA6
ACQUISITIONS AND RECENT TRANSACTIONS (Summary of Total Acquisition Consideration) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
ACQUISITIONS AND RECENT TRANSACTIONS [Abstract] | |||
Cash payments | $12,682 | $7,477 | |
Escrow deposits paid in prior years | 1,345 | ||
Deferred cash payments made related to prior year acquisition | -600 | ||
Present value of deferred cash payments (due 2015) | 893 | ||
Present value of deferred cash payments (due 2016) | 2,289 | ||
Present value of estimated fair value of contingent earn-out consideration | 2,047 | 616 | |
Deferred cash payments (due 2014) | 300 | ||
Early repayment of principal on seller-financed note due 2014 | 2,000 | ||
Net present value of deferred advertising credits | 2,427 | ||
Total purchase price consideration | $18,656 | $12,820 |
ACQUISITIONS_AND_RECENT_TRANSA7
ACQUISITIONS AND RECENT TRANSACTIONS (Schedule of Total Acquisition Consideration Allocated to Net Assets) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Assets | ||
Goodwill | $24,684,000 | $22,374,000 |
Broadcast Internet and Publishing Acquisitions | ||
Assets | ||
Property and equipment | 7,446,000 | 2,107,000 |
Developed websites | 577,000 | |
Broadcast licenses | 5,144,000 | 7,429,000 |
Goodwill | 2,355,000 | 430,000 |
Customer lists and contracts | 2,741,000 | 359,000 |
Domain and brand names | 2,764,000 | 1,687,000 |
Subscriber base and lists | 2,446,000 | |
Author relationships | 1,682,000 | |
Non-compete agreements | 145,000 | |
Favorable and assigned leases | 20,000 | |
Software | 99,000 | |
Favorable and assigned lease | 709,000 | |
Liabilities | ||
Deferred revenue & royalties assumed | -6,664,000 | |
Total purchase price consideration | 18,656,000 | 12,820,000 |
Broadcast [Member] | Broadcast Internet and Publishing Acquisitions | ||
Assets | ||
Property and equipment | 2,338,000 | 1,752,000 |
Developed websites | ||
Broadcast licenses | 5,144,000 | 7,429,000 |
Goodwill | 38,000 | 37,000 |
Customer lists and contracts | ||
Domain and brand names | ||
Subscriber base and lists | ||
Author relationships | ||
Non-compete agreements | ||
Favorable and assigned leases | 20,000 | |
Software | ||
Favorable and assigned lease | 709,000 | |
Liabilities | ||
Deferred revenue & royalties assumed | ||
Total purchase price consideration | 7,540,000 | 9,927,000 |
Digital Media [Member] | Broadcast Internet and Publishing Acquisitions | ||
Assets | ||
Property and equipment | 1,179,000 | 355,000 |
Developed websites | 539,000 | |
Broadcast licenses | ||
Goodwill | 2,128,000 | 393,000 |
Customer lists and contracts | 2,232,000 | 359,000 |
Domain and brand names | 1,921,000 | 1,687,000 |
Subscriber base and lists | 2,446,000 | |
Author relationships | ||
Non-compete agreements | 79,000 | |
Favorable and assigned leases | ||
Software | 99,000 | |
Favorable and assigned lease | ||
Liabilities | ||
Deferred revenue & royalties assumed | -3,779,000 | |
Total purchase price consideration | 6,745,000 | 2,893,000 |
Publishing [Member] | Broadcast Internet and Publishing Acquisitions | ||
Assets | ||
Property and equipment | 3,929,000 | |
Developed websites | 38,000 | |
Broadcast licenses | ||
Goodwill | 189,000 | |
Customer lists and contracts | 509,000 | |
Domain and brand names | 843,000 | |
Subscriber base and lists | ||
Author relationships | 1,682,000 | |
Non-compete agreements | 66,000 | |
Favorable and assigned leases | ||
Liabilities | ||
Deferred revenue & royalties assumed | -2,885,000 | |
Total purchase price consideration | $4,371,000 |
ACQUISITIONS_AND_RECENT_TRANSA8
ACQUISITIONS AND RECENT TRANSACTIONS (Schedule of Components of Income (Loss) from Discontinued Operations) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
ACQUISITIONS AND RECENT TRANSACTIONS [Abstract] | |||||||||||
Net revenues | $10 | $38 | |||||||||
Operating expenses | 72 | 196 | |||||||||
Operating loss | -62 | -158 | |||||||||
Impairment of assets used in discontinued operations | |||||||||||
Loss from discontinued operations | 300 | -62 | -158 | ||||||||
Benefit from income taxes | -25 | -63 | |||||||||
Loss from discontinued operations, net of tax | $38 | $3,743 | $1,263 | $431 | $5,344 | $5,334 | $5,205 | ($18,582) | ($37) | ($95) |
CONTINGENT_EARNOUT_CONSIDERATI2
CONTINGENT EARN-OUT CONSIDERATION (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 10, 2013 | Mar. 13, 2015 | Jan. 10, 2014 | |
Business Acquisition, Contingent Consideration [Line Items] | ||||||
Change in the estimated fair value of contingent earn-out consideration | $734,000 | |||||
Cash paid toward the contingent earn-out consideration | -300,000 | |||||
Twitchy.com (business acquisition) [Member] | ||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||
Contingent earn-out consideration period | 1 year | 2 years | ||||
Total contingent earn-out consideration | 1,200,000 | |||||
Estimated fair value of contingent earn-out consideration | 400,000 | 600,000 | ||||
Change in the estimated fair value of contingent earn-out consideration | 300,000 | |||||
Twitchy.com (business acquisition) [Member] | Subsequent Event [Member] | ||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||
Cash paid toward the contingent earn-out consideration | 600,000 | |||||
Maximum additional amount which may be paid over the remaining earn-out period based on the achievement of certain page view milestones | 700,000 | |||||
Eagle Publishing (business acquisition) [Member] | ||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||
Contingent earn-out consideration period | 2 years | 3 years | ||||
Total contingent earn-out consideration | 8,500,000 | |||||
Estimated fair value of contingent earn-out consideration | 1,700,000 | 2,000,000 | ||||
Change in the estimated fair value of contingent earn-out consideration | 400,000 | |||||
Cash paid toward the contingent earn-out consideration | 900,000 | |||||
Maximum additional amount which may be paid over the remaining earn-out period based on the achievement of certain page view milestones | $5,900,000 |
CONTINGENT_EARNOUT_CONSIDERATI3
CONTINGENT EARN-OUT CONSIDERATION (Schedule of Changes in Present Value of Acquisition Related Contingent Earn-out Consideration) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Business Acquisition, Contingent Consideration [Line Items] | |||
Beginning Balance as of January 1, 2014 | $616 | ||
Acquisitions | 2,047 | ||
Accretion of acquisition-related contingent consideration | 188 | ||
Change in the estimated fair value of contingent earn-out consideration | 734 | ||
Reclassification of payments due in next12 month to short-term | |||
Payments | -300 | ||
Ending Balance as of December 31, 2014 | 3,285 | 616 | |
Short Term Accrued Expenses [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Beginning Balance as of January 1, 2014 | 329 | ||
Acquisitions | 692 | ||
Accretion of acquisition-related contingent consideration | 68 | ||
Change in the estimated fair value of contingent earn-out consideration | 341 | ||
Reclassification of payments due in next12 month to short-term | 445 | ||
Payments | -300 | ||
Ending Balance as of December 31, 2014 | 1,575 | ||
Long Term Other Liabilities [Member] | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Beginning Balance as of January 1, 2014 | 287 | ||
Acquisitions | 1,355 | ||
Accretion of acquisition-related contingent consideration | 120 | ||
Change in the estimated fair value of contingent earn-out consideration | 393 | ||
Reclassification of payments due in next12 month to short-term | -445 | ||
Payments | |||
Ending Balance as of December 31, 2014 | $1,710 |
PROPERTY_AND_EQUIPMENT_Summary
PROPERTY AND EQUIPMENT (Summary of the Categories of Property and Equipment) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Property And Equipment Gross | $254,722,000 | $244,143,000 |
Less accumulated depreciation | -155,495,000 | -145,215,000 |
Property and equipment | 99,227,000 | 98,928,000 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property And Equipment Gross | 29,424,000 | 29,748,000 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property And Equipment Gross | 24,898,000 | 24,695,000 |
Office Furnishings And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property And Equipment Gross | 39,772,000 | 38,794,000 |
Antennae, Towers and Transmitting Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property And Equipment Gross | 78,628,000 | 76,454,000 |
Studio and Production Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property And Equipment Gross | 30,202,000 | 29,819,000 |
Computer Software and Website Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property And Equipment Gross | 26,593,000 | 21,653,000 |
Record and Tape Libraries [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property And Equipment Gross | 59,000 | 65,000 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property And Equipment Gross | 1,205,000 | 1,139,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property And Equipment Gross | 19,634,000 | 17,414,000 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property And Equipment Gross | $4,307,000 | $4,362,000 |
PROPERTY_AND_EQUIPMENT_Narrati
PROPERTY AND EQUIPMENT (Narrative) (Details) (USD $) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2012 | Jun. 30, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant, and Equipment Disclosure [Line Items] | |||||
Depreciation expense | $12,600,000 | $12,400,000 | $12,300,000 | ||
Capital Lease Obligations | 800,000 | ||||
Accumulated depreciation on Capital Lease | 155,495,000 | 145,215,000 | |||
Impairment Charges Land Held For Sale | 1,200,000 | 5,600,000 | 0 | 0 | |
Capital Lease [Member] | |||||
Property, Plant, and Equipment Disclosure [Line Items] | |||||
Depreciation expense | 53,000 | 53,000 | 53,000 | ||
Accumulated depreciation on Capital Lease | $291,000 | $411,000 | $344,000 | $291,000 |
PROPERTY_AND_EQUIPMENT_Schedul
PROPERTY AND EQUIPMENT (Schedule of Fair Value Measurements Used to Value Long-Lived Asset Held for Sale) (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | |
Long-Lived Asset Held for Sale, fair value | $1,700 |
Long-Lived Asset Held for Sale, Total Gains (Losses) | |
Significant Unobservable Inputs (Level 3) [Member] | |
Property, Plant and Equipment [Line Items] | |
Long-Lived Asset Held for Sale, fair value | $1,700 |
AMORTIZABLE_INTANGIBLE_ASSETS_1
AMORTIZABLE INTANGIBLE ASSETS (Summary of Significant Classes of Amortizable Intangible Assets) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $46,525 | $36,726 |
Accumulated Amortization | -34,130 | -27,933 |
Net | 12,395 | 8,793 |
Customer lists and contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 19,910 | 17,170 |
Accumulated Amortization | -16,558 | -13,830 |
Net | 3,352 | 3,340 |
Domain and brand names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 15,465 | 12,700 |
Accumulated Amortization | -9,722 | -8,124 |
Net | 5,743 | 4,576 |
Favorable and assigned leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,379 | 2,358 |
Accumulated Amortization | -1,795 | -1,701 |
Net | 584 | 657 |
Subscriber base and lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 4,302 | 1,856 |
Accumulated Amortization | -2,671 | -1,856 |
Net | 1,631 | |
Author relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,245 | 563 |
Accumulated Amortization | -1,379 | -563 |
Net | 866 | |
Non-compete agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 888 | 743 |
Accumulated Amortization | -669 | -550 |
Net | 219 | 193 |
Other amortizable intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,336 | 1,336 |
Accumulated Amortization | -1,336 | -1,309 |
Net | $27 |
AMORTIZABLE_INTANGIBLE_ASSETS_2
AMORTIZABLE INTANGIBLE ASSETS (Schedule of Estimate Amortization Expense for Next Five Years) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
AMORTIZABLE INTANGIBLE ASSETS [Abstract] | ||
2015 | $4,858 | |
2016 | 2,941 | |
2017 | 1,537 | |
2018 | 1,318 | |
2019 | 919 | |
Thereafter | 822 | |
Net | $12,395 | $8,793 |
NOTES_PAYABLE_AND_LONGTERM_DEB2
NOTES PAYABLE AND LONG-TERM DEBT (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||||||||||||||||||||
Mar. 14, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 30, 2013 | Jun. 28, 2013 | Sep. 30, 2013 | Mar. 14, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Nov. 15, 2011 | Jun. 03, 2013 | Dec. 12, 2011 | Dec. 31, 2009 | Sep. 15, 2012 | 21-May-12 | Nov. 17, 2011 | Nov. 28, 2014 | Sep. 29, 2014 | Mar. 31, 2014 | Nov. 01, 2010 | Dec. 01, 2009 | Jun. 30, 2013 | Dec. 12, 2012 | Jun. 01, 2012 | Sep. 06, 2011 | Jun. 01, 2011 | Dec. 01, 2010 | Jun. 01, 2010 | Sep. 12, 2012 | |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Bank loan fees written off in conjunction with the early retirement of debt | $643,000 | $853,000 | $1,291,000 | |||||||||||||||||||||||||||
Credit facility, quarterly consecutive principal payments | 0 | |||||||||||||||||||||||||||||
Loss on early retirement of long-term debt | 33,000 | -391,000 | -27,795,000 | -1,088,000 | ||||||||||||||||||||||||||
Debt, accrued interest | 48,000 | 37,000 | ||||||||||||||||||||||||||||
Debt, interest rate | 9.63% | 9.63% | 9.63% | |||||||||||||||||||||||||||
Debt outstanding | 0 | 0 | ||||||||||||||||||||||||||||
FCB loan termination date | 14-Mar-13 | |||||||||||||||||||||||||||||
Standby letters of credit [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Credit facility, borrowing capacity | 5,000,000 | |||||||||||||||||||||||||||||
Swingline Credit Facility [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Credit facility, borrowing capacity | 5,000,000 | |||||||||||||||||||||||||||||
Term Loan B [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Credit facility, borrowing capacity | 300,000,000 | 276,000,000 | 300,000,000 | |||||||||||||||||||||||||||
Interest expense | 200,000 | 200,000 | ||||||||||||||||||||||||||||
Bank loan fees written off in conjunction with the early retirement of debt | 300,000 | 300,000 | ||||||||||||||||||||||||||||
Debt, issued at discount | 298,500,000 | 298,500,000 | ||||||||||||||||||||||||||||
Term loan maturity year | 7 years | 7 years | ||||||||||||||||||||||||||||
Additional term loan amount increased | 60,000,000 | |||||||||||||||||||||||||||||
Credit facility, quarterly consecutive principal payments | 750,000 | 750,000 | ||||||||||||||||||||||||||||
Loss on early retirement of long-term debt | 100,000 | 3,000 | 14,000 | 16,000 | ||||||||||||||||||||||||||
Floor percentage on Term Loan | 1.00% | |||||||||||||||||||||||||||||
Debt, interest rate over LIBOR | 3.50% | |||||||||||||||||||||||||||||
Debt, interest rate above base rate | 2.50% | |||||||||||||||||||||||||||||
Debt, increase in interest rate if default occurs | 2.00% | |||||||||||||||||||||||||||||
Blended interest rate on amounts outstanding | 5.05% | |||||||||||||||||||||||||||||
Debt, issuance of principal amount | 300,000,000 | 300,000,000 | ||||||||||||||||||||||||||||
Unamortized Discount | 16,000 | 3,000 | 14,000 | 16,000 | 16,000 | 16,000 | 15,000 | 18,000 | 8,000 | |||||||||||||||||||||
Credit facility, floating rate, interest above prime rate | 2.50% | |||||||||||||||||||||||||||||
Debt, interest rate above LIBOR | 3.50% | |||||||||||||||||||||||||||||
Revolver [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Credit facility, borrowing capacity | 25,000,000 | 1,800,000 | 25,000,000 | |||||||||||||||||||||||||||
Term loan maturity year | 5 years | |||||||||||||||||||||||||||||
Debt, interest rate over LIBOR | 3.00% | |||||||||||||||||||||||||||||
Debt, interest rate above base rate | 2.00% | |||||||||||||||||||||||||||||
Revolver under senior credit facility [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Loss on early retirement of long-term debt | 900,000 | |||||||||||||||||||||||||||||
Debt, interest rate over LIBOR | 3.00% | |||||||||||||||||||||||||||||
Debt, interest rate above base rate | 1.25% | |||||||||||||||||||||||||||||
Debt, increase in interest rate if default occurs | 2.00% | |||||||||||||||||||||||||||||
Revolving credit facility, covenant description | With respect to financial covenants, the credit agreement includes a minimum interest coverage ratio, which started at 1.50 to 1.0 and steps up to 2.50 to 1.0 by 2016 and a maximum leverage ratio, which started at 6.75 to 1.0 and steps down to 5.75 to 1.0 by 2017. The credit agreement also includes other negative covenants that are customary for credit facilities of this type, including covenants that, subject to exceptions described in the credit agreement, restrict the ability of Salem and its subsidiary guarantors | |||||||||||||||||||||||||||||
Interest coverage ratio | 3.24% | 2.00% | ||||||||||||||||||||||||||||
Leverage ratio | 5.45% | 5.00% | ||||||||||||||||||||||||||||
Debt outstanding | 0 | 0 | ||||||||||||||||||||||||||||
Increase borrowing capacity | 40,000,000 | 30,000,000 | ||||||||||||||||||||||||||||
Debt, amendment fees | 500,000 | |||||||||||||||||||||||||||||
Revolving credit facility, second amendment description | On November 15, 2011, we completed the Second Amendment of the Terminated Revolver to, among other things, (1) extend the maturity date from December 1, 2012 to December 1, 2014, (2) change the interest rate applicable to LIBOR or the Wells Fargo base rate plus a spread to be determined based on our leverage ratio, (3) allow us to borrow and repay unsecured indebtedness provided certain conditions are met and (4) include step-downs related to our leverage ratio covenant. | |||||||||||||||||||||||||||||
Revolving credit facility extend maturity date | 1-Dec-14 | |||||||||||||||||||||||||||||
Revolver under senior credit facility [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Leverage ratio | 5.75% | |||||||||||||||||||||||||||||
Revolver under senior credit facility [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Leverage ratio | 6.50% | 6.75% | ||||||||||||||||||||||||||||
Revolver under senior credit facility [Member] | Covenant requirement [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Interest coverage ratio | 1.50% | |||||||||||||||||||||||||||||
Revolver under senior credit facility [Member] | Covenant requirement [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Interest coverage ratio | 2.50% | |||||||||||||||||||||||||||||
Terminated 95/8% Senior Secured Second Lien Notes [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Interest expense | 37,000 | |||||||||||||||||||||||||||||
Debt, issued at discount | 298,100,000 | |||||||||||||||||||||||||||||
Loss on early retirement of long-term debt | 26,900,000 | 900,000 | 900,000 | 800,000 | ||||||||||||||||||||||||||
Debt, accrued interest | 900,000 | |||||||||||||||||||||||||||||
Debt, issuance of principal amount | 300,000,000 | |||||||||||||||||||||||||||||
Debt, effective yield | 9.75% | |||||||||||||||||||||||||||||
Debt, interest payment terms | Interest was due and payable on June 15 and December 15 of each year, commencing June 15, 2010 until maturity. | |||||||||||||||||||||||||||||
Debt, annual interest payment | 28,900,000 | |||||||||||||||||||||||||||||
Principal repurchased or redeemed | 212,597,000 | 212,597,000 | 903,000 | 12,500,000 | 4,000,000 | 17,500,000 | 5,000,000 | 17,500,000 | 12,500,000 | 17,500,000 | ||||||||||||||||||||
Notes, aggregate purchase price | 240,300,000 | 240,300,000 | ||||||||||||||||||||||||||||
Percent of debt purchase price | 110.65% | |||||||||||||||||||||||||||||
Amount paid for redemption | 22,700,000 | |||||||||||||||||||||||||||||
Unamortized Discount | 837,000 | 837,000 | 3,000 | 62,000 | 17,000 | 80,000 | 26,000 | 93,000 | 70,000 | 105,000 | ||||||||||||||||||||
Bond Issue Costs | 2,867,000 | 2,867,000 | 337,000 | 57,000 | 287,000 | 135,000 | 472,000 | 334,000 | 417,000 | |||||||||||||||||||||
Carrying value of notes | 212,600,000 | |||||||||||||||||||||||||||||
Debt, interest rate | 9.63% | |||||||||||||||||||||||||||||
Debt outstanding | 0 | 0 | ||||||||||||||||||||||||||||
Terminated Subordinated debt [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Credit facility, quarterly consecutive principal payments | 1,250,000 | |||||||||||||||||||||||||||||
Credit facility, principal amount | 10,000,000 | |||||||||||||||||||||||||||||
Debt, maturity date | 15-Jun-14 | 15-Jun-14 | ||||||||||||||||||||||||||||
Credit facility, interest at a floating rate | 4.25% | |||||||||||||||||||||||||||||
Credit facility, floating rate, interest above prime rate | 1.00% | |||||||||||||||||||||||||||||
Debt, interest rate terms | The interest rate for the FCB Loan (“Interest Rate”) was variable and was equal to the greater of: (a) 4.250% or (b) the Wall Street Journal Prime Rate as published in The Wall Street Journal and reported by FCB plus 1%. | |||||||||||||||||||||||||||||
Credit facility, term | 23 years | |||||||||||||||||||||||||||||
Credit facility, interest charge | 50 | |||||||||||||||||||||||||||||
Credit facility, increased interest rate | 5.00% | |||||||||||||||||||||||||||||
Terminated Subordinated Debt due to Related Parties [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Debt, interest rate terms | Outstanding amounts under each subordinated line of credit bore interest at a rate equal to the lesser of (1) 5% per annum and (2) the maximum rate permitted for subordinated debt under the Terminated Revolver referred to above plus 2% per annum. Interest was payable at the time of any repayment of principal. In addition, outstanding amounts under each subordinated line of credit were required to be repaid within three (3) months from the time that such amounts were borrowed, with the exception of the subordinated line of credit with Mr. Hinz, which was to be repaid within six (6) months from the time that such amounts were borrowed. | Outstanding amounts under each subordinated line of credit bore interest at a rate equal to the lesser of (1) 5% per annum and (2) the maximum rate permitted for subordinated debt under the Revolver referred to above plus 2% per annum. | ||||||||||||||||||||||||||||
Terminated Subordinated Debt due to Related Parties [Member] | Stuart W. Epperson, Board of Directors Chairman [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Credit facility, borrowing capacity | 3,000,000 | |||||||||||||||||||||||||||||
Terminated Subordinated Debt due to Related Parties [Member] | Edward G. Atsinger III, Chief Executive Officer and Director [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Credit facility, borrowing capacity | 6,000,000 | |||||||||||||||||||||||||||||
Terminated Subordinated Debt due to Related Parties [Member] | Roland S. Hinz, a Salem board member [Member] | ||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||
Credit facility, borrowing capacity | $6,000,000 | $12,000,000 |
NOTES_PAYABLE_AND_LONGTERM_DEB3
NOTES PAYABLE AND LONG-TERM DEBT (Schedule of Repayments of Term Loan B) (Details) (Term Loan B [Member], USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Nov. 28, 2014 | Sep. 29, 2014 | Mar. 31, 2014 | Dec. 30, 2013 | Sep. 30, 2013 | Jun. 28, 2013 | Sep. 30, 2013 | Dec. 31, 2014 |
Term Loan B [Member] | |||||||||
Summary Of Investments Other Than Investments In Related Parties Reportable Data [Line Items] | |||||||||
Principal Paid | $4,000 | $4,000 | $5,000 | $2,250 | $750 | $4,000 | $4,000 | $4,000 | $15,300 |
Unamortized Discount | $16 | $15 | $18 | $8 | $3 | $16 | $14 | $16 | $16 |
NOTES_PAYABLE_AND_LONGTERM_DEB4
NOTES PAYABLE AND LONG-TERM DEBT (Schedule of Change in Rate Based on Leverage Ratio) (Details) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 9.63% | 9.63% | 9.63% |
Base Rate [Member] | Less than 3.00 to 1.00 [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 1.25% | ||
Base Rate [Member] | Greater than or equal to 3.00 to 1.00 but less than 4.00 to 1.00 [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 1.50% | ||
Base Rate [Member] | Greater than or equal to 4.00 to 1.00 but less than 5.00 to 1.00 [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 1.75% | ||
Base Rate [Member] | Greater than or equal to 5.00 to 1.00 but less than 6.00 to 1.00 [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 2.00% | ||
Base Rate [Member] | Greater than or equal to 6.00 to 1.00 [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 2.50% | ||
LIBOR Loans [Member] | Less than 3.00 to 1.00 [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 2.25% | ||
LIBOR Loans [Member] | Greater than or equal to 3.00 to 1.00 but less than 4.00 to 1.00 [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 2.50% | ||
LIBOR Loans [Member] | Greater than or equal to 4.00 to 1.00 but less than 5.00 to 1.00 [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 2.75% | ||
LIBOR Loans [Member] | Greater than or equal to 5.00 to 1.00 but less than 6.00 to 1.00 [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 3.00% | ||
LIBOR Loans [Member] | Greater than or equal to 6.00 to 1.00 [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 3.50% | ||
Less than 3.25 to 1.00 [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 0.75% | ||
Less than 3.25 to 1.00 [Member] | Eurodollar Rate Loans [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 2.25% | ||
Less than 3.25 to 1.00 [Member] | Applicable Fee Rate [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 0.40% | ||
Greater than or equal to 3.25 to 1.00 but less than 4.50 to 1.00 [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 0.75% | ||
Greater than or equal to 3.25 to 1.00 but less than 4.50 to 1.00 [Member] | Eurodollar Rate Loans [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 2.50% | ||
Greater than or equal to 3.25 to 1.00 but less than 4.50 to 1.00 [Member] | Applicable Fee Rate [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 0.50% | ||
Greater than or equal to 4.50 to 1.00 but less than 6.00 to 1.00 [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 1.25% | ||
Greater than or equal to 4.50 to 1.00 but less than 6.00 to 1.00 [Member] | Eurodollar Rate Loans [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 3.00% | ||
Greater than or equal to 4.50 to 1.00 but less than 6.00 to 1.00 [Member] | Applicable Fee Rate [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 0.60% | ||
Greater than or equal to 6.00 to 1.00 [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 2.25% | ||
Greater than or equal to 6.00 to 1.00 [Member] | Eurodollar Rate Loans [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 3.50% | ||
Greater than or equal to 6.00 to 1.00 [Member] | Applicable Fee Rate [Member] | |||
Debt Instrument [Line Items] | |||
Change in rate based on leverage ratio, contractual interest rate | 0.75% |
NOTES_PAYABLE_AND_LONGTERM_DEB5
NOTES PAYABLE AND LONG-TERM DEBT (Schedule of Change in Rate Based on Leverage Ratio) (Parenthetical) (Details) | Dec. 31, 2014 |
Maximum [Member] | Less than 3.00 to 1.00 [Member] | |
Debt Instrument [Line Items] | |
Leverage ratio | 3.00% |
Maximum [Member] | Greater than or equal to 3.00 to 1.00 but less than 4.00 to 1.00 [Member] | |
Debt Instrument [Line Items] | |
Leverage ratio | 4.00% |
Maximum [Member] | Greater than or equal to 4.00 to 1.00 but less than 5.00 to 1.00 [Member] | |
Debt Instrument [Line Items] | |
Leverage ratio | 5.00% |
Maximum [Member] | Greater than or equal to 5.00 to 1.00 but less than 6.00 to 1.00 [Member] | |
Debt Instrument [Line Items] | |
Leverage ratio | 6.00% |
Minimum [Member] | Greater than or equal to 3.00 to 1.00 but less than 4.00 to 1.00 [Member] | |
Debt Instrument [Line Items] | |
Leverage ratio | 3.00% |
Minimum [Member] | Greater than or equal to 4.00 to 1.00 but less than 5.00 to 1.00 [Member] | |
Debt Instrument [Line Items] | |
Leverage ratio | 4.00% |
Minimum [Member] | Greater than or equal to 5.00 to 1.00 but less than 6.00 to 1.00 [Member] | |
Debt Instrument [Line Items] | |
Leverage ratio | 5.00% |
Minimum [Member] | Greater than or equal to 6.00 to 1.00 [Member] | |
Debt Instrument [Line Items] | |
Leverage ratio | 6.00% |
Less than 3.25 to 1.00 [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Leverage ratio | 3.25% |
Greater than or equal to 3.25 to 1.00 but less than 4.50 to 1.00 [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Leverage ratio | 4.50% |
Greater than or equal to 3.25 to 1.00 but less than 4.50 to 1.00 [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Leverage ratio | 3.25% |
Greater than or equal to 4.50 to 1.00 but less than 6.00 to 1.00 [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Leverage ratio | 6.00% |
Greater than or equal to 4.50 to 1.00 but less than 6.00 to 1.00 [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Leverage ratio | 4.50% |
Greater than or equal to 6.00 to 1.00 [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Leverage ratio | 6.00% |
NOTES_PAYABLE_AND_LONGTERM_DEB6
NOTES PAYABLE AND LONG-TERM DEBT (Schedule of Information Regarding Repurchases and Redemptions of Terminated Nine and Five-Eighths Percent Notes (Details) (Terminated 95/8% Senior Secured Second Lien Notes [Member], USD $) | Jun. 03, 2013 | Mar. 14, 2013 | Dec. 12, 2012 | Jun. 01, 2012 | Dec. 12, 2011 | Sep. 06, 2011 | Jun. 01, 2011 | Dec. 01, 2010 | Jun. 01, 2010 |
In Thousands, unless otherwise specified | |||||||||
Terminated 95/8% Senior Secured Second Lien Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal Redeemed/Repurchased | $903 | $212,597 | $4,000 | $17,500 | $12,500 | $5,000 | $17,500 | $12,500 | $17,500 |
Premium Paid | 27 | 22,650 | 120 | 525 | 375 | 144 | 525 | 375 | 525 |
Unamortized Discount | 3 | 837 | 17 | 80 | 62 | 26 | 93 | 70 | 105 |
Bond Issue Costs | $2,867 | $57 | $287 | $337 | $135 | $472 | $334 | $417 |
NOTES_PAYABLE_AND_LONGTERM_DEB7
NOTES PAYABLE AND LONG-TERM DEBT (Schedule of Long-term Debt) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ||
Long-term debt | $277,505 | $290,793 |
Less current portion | -1,898 | -3,121 |
Long-term debt and capital lease obligations, less current portion | 275,607 | 287,672 |
Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 274,933 | 289,939 |
Revolver [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 1,784 | |
Capital leases and other loans [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $788 | $854 |
NOTES_PAYABLE_AND_LONGTERM_DEB8
NOTES PAYABLE AND LONG-TERM DEBT (Schedule of Long-term Debt) (Parenthetical) (Details) (Terminated 95/8% Senior Secured Second Lien Notes [Member]) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Terminated 95/8% Senior Secured Second Lien Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt, interest rate | 9.63% | 9.63% |
Debt, maturity year | 2016 | 2016 |
NOTES_PAYABLE_AND_LONGTERM_DEB9
NOTES PAYABLE AND LONG-TERM DEBT (Schedule of Principal Repayment Requirements under All Long-term Debt Agreements Outstanding for Each of Next Five Years and Thereafter) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
NOTES PAYABLE AND LONG-TERM DEBT [Abstract] | ||
2015 | $1,898 | |
2016 | 3,106 | |
2017 | 3,114 | |
2018 | 3,105 | |
2019 | 3,103 | |
Thereafter | 263,179 | |
Long-term debt | $277,505 | $290,793 |
FAIR_VALUE_ACCOUNTING_Summary_
FAIR VALUE ACCOUNTING (Summary of Fair Value of Financial Assets Measured at Fair Value (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets: [Abstract] | ||
Cash and cash equivalents | $33 | |
Trade accounts receivable, net | 34,781 | |
Fair value of interest rate swap | 475 | 3,177 |
Liabilities: [Abstract] | ||
Accounts payable | 2,964 | |
Accrued expenses including estimated fair value of contingent earn-out consideration | 12,704 | |
Accrued interest | 48 | |
Long term liabilities including estimated fair value of contingent earn-out consideration | 4,123 | 452 |
Long-term debt | 277,505 | |
Quoted prices in active markets (Level 1) [Member] | ||
Assets: [Abstract] | ||
Cash and cash equivalents | 33 | |
Trade accounts receivable, net | 34,781 | |
Fair value of interest rate swap | ||
Liabilities: [Abstract] | ||
Accounts payable | 2,964 | |
Accrued expenses including estimated fair value of contingent earn-out consideration | 11,129 | |
Accrued interest | 48 | |
Long term liabilities including estimated fair value of contingent earn-out consideration | 2,413 | |
Long-term debt | 277,505 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: [Abstract] | ||
Cash and cash equivalents | ||
Trade accounts receivable, net | ||
Fair value of interest rate swap | 475 | |
Liabilities: [Abstract] | ||
Accounts payable | ||
Accrued expenses including estimated fair value of contingent earn-out consideration | ||
Accrued interest | ||
Long term liabilities including estimated fair value of contingent earn-out consideration | ||
Long-term debt | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Assets: [Abstract] | ||
Cash and cash equivalents | ||
Trade accounts receivable, net | ||
Fair value of interest rate swap | ||
Liabilities: [Abstract] | ||
Accounts payable | ||
Accrued expenses including estimated fair value of contingent earn-out consideration | 1,575 | |
Accrued interest | ||
Long term liabilities including estimated fair value of contingent earn-out consideration | 1,710 | |
Long-term debt |
INCOME_TAXES_Narrative_Details
INCOME TAXES (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax And Carryforwards [Line Items] | |||
Provision for (benefit from) income taxes | $4,765,000 | ($4,192,000) | $153,000 |
Valuation allowance to offset deferred tax asset | 2,952,000 | 2,868,000 | |
Domestic Country [Member] | |||
Income Tax And Carryforwards [Line Items] | |||
Net operating loss carryforwards | 159,000,000 | ||
Net operating loss carryforwards, beginning expiry year | 2021 | ||
Net operating loss carryforwards, ending expiry year | 2034 | ||
State And Local Jurisdiction [Member] | |||
Income Tax And Carryforwards [Line Items] | |||
Net operating loss carryforwards | 972,800,000 | ||
Net operating loss carryforwards, beginning expiry year | 2019 | ||
Net operating loss carryforwards, ending expiry year | 2034 | ||
Segment Discontinued Operations [Member] | |||
Income Tax And Carryforwards [Line Items] | |||
Provision for (benefit from) income taxes | ($20,000) |
INCOME_TAXES_Schedule_of_Conso
INCOME TAXES (Schedule of Consolidated Provision (Benefit) for Income Taxes from Continuing Operations) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current: [Abstract] | |||
Federal | $8 | ||
State | 269 | 193 | 198 |
Current Income Tax Expense (Benefit), Total | 269 | 193 | 206 |
Deferred: [Abstract] | |||
Federal | 3,932 | -1,075 | 3,649 |
State | 564 | -3,310 | -3,702 |
Deferred income taxes | 4,496 | -4,385 | -53 |
Provision for (benefit from) income taxes | $4,765 | ($4,192) | $153 |
INCOME_TAXES_Schedule_of_Conso1
INCOME TAXES (Schedule of Consolidated Deferred Tax Asset and Liability) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: [Abstract] | ||
Financial statement accruals not currently deductible | $8,045 | $6,786 |
Net operating loss, AMT credit and other carryforwards | 72,618 | 71,246 |
State taxes | 108 | 90 |
Other | 3,821 | 3,322 |
Total deferred tax assets | 84,592 | 81,444 |
Valuation allowance for deferred tax assets | -2,952 | -2,868 |
Net deferred tax assets | 81,640 | 78,576 |
Deferred tax liabilities: [Abstract] | ||
Excess of net book value of property and equipment and software for financial reporting purposes over tax basis | 3,000 | 3,840 |
Excess of net book value of intangible assets for financial reporting purposes over tax basis | 118,773 | 109,133 |
Interest rate swap | 187 | 1,251 |
Unrecognized tax benefits | 110 | 933 |
Other | 526 | |
Total deferred tax liabilities | 122,596 | 115,157 |
Net deferred tax liabilities | ($40,956) | ($36,581) |
INCOME_TAXES_Schedule_of_Recon
INCOME TAXES (Schedule of Reconciliation of Net Deferred Tax Liabilities to Financial Instrument) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Deferred income tax asset per balance sheet | $8,153 | $6,876 |
Deferred income tax liability per balance sheet | -49,109 | -43,457 |
Net deferred tax liabilities | ($40,956) | ($36,581) |
INCOME_TAXES_Schedule_of_Recon1
INCOME TAXES (Schedule of Reconciliation of Statutory Federal Income Tax Rate to Provision for Income Tax) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Expense Benefit Continuing Operations Income Tax Reconciliation [Abstract] | |||
Statutory federal income tax rate (at 35%) | $3,584 | ($2,411) | $1,637 |
Effect of state taxes, net of federal | 542 | -2,025 | -2,278 |
Permanent items | 613 | 270 | 788 |
Other, net | 26 | -26 | 6 |
Provision for (benefit from) income taxes | $4,765 | ($4,192) | $153 |
INCOME_TAXES_Schedule_of_Recon2
INCOME TAXES (Schedule of Reconciliation of Statutory Federal Income Tax Rate to Provision for Income Tax (Parenthetical)) (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Expense Benefit Continuing Operations Income Tax Reconciliation [Abstract] | |||
Statutory federal rate | 35.00% | 35.00% | 35.00% |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule of Operating Leases [Line Items] | |||
Fair value of guarantees | $0 | ||
Rental expense | $17,900,000 | $16,900,000 | $15,700,000 |
Minimum [Member] | |||
Schedule of Operating Leases [Line Items] | |||
Lease expiration period | 10 years | ||
Lease renewal periods | 1 year | ||
Maximum [Member] | |||
Schedule of Operating Leases [Line Items] | |||
Lease expiration period | 25 years | ||
Lease renewal periods | 5 years |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Schedule of Future Minimum Rental Payments Required Under Operating Leases that have Initial or Remaining Non-Cancelable Lease Terms in Excess of One Year) (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Leases Future Minimum Payments [Line Items] | |
2015 | $11,039 |
2016 | 9,701 |
2017 | 8,544 |
2018 | 7,108 |
2019 | 5,975 |
Thereafter | 38,486 |
Operating Leases, Future Minimum Payments Due, Total | 80,853 |
Related Parties [Member] | |
Leases Future Minimum Payments [Line Items] | |
2015 | 1,462 |
2016 | 1,386 |
2017 | 1,064 |
2018 | 445 |
2019 | 202 |
Thereafter | 3,844 |
Operating Leases, Future Minimum Payments Due, Total | 8,403 |
Other [Member] | |
Leases Future Minimum Payments [Line Items] | |
2015 | 9,577 |
2016 | 8,315 |
2017 | 7,480 |
2018 | 6,663 |
2019 | 5,773 |
Thereafter | 34,642 |
Operating Leases, Future Minimum Payments Due, Total | $72,450 |
STOCK_INCENTIVE_PLAN_Narrative
STOCK INCENTIVE PLAN (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
EquityPlan | OptionPlan | Employee | |||
EquityPlan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of stock option plans | 1 | ||||
Awards issued to number of employees | 2 | ||||
Number of outstanding accelerated vesting stock awards | 2 | 2 | |||
Accelerated additional compensation cost | $30,000 | $100,000 | |||
Closing stock price | $7.82 | $7.82 | |||
Total fair value of options vested | 1,900,000 | 800,000 | 1,200,000 | ||
Total unrecognized compensation cost related to non-vested awards of stock options | $1,000,000 | $1,000,000 | |||
Total unrecognized compensation cost related to non-vested awards of stock options, weighted average recognition period | 1 year 5 months 23 days | ||||
Restricted stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation, vesting period | 1 year | ||||
Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares authorized under plan | 5,000,000 | 5,000,000 | |||
Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option, historical volatility term | 6 years | ||||
Minimum [Member] | Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation, vesting period | 4 years | ||||
Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option, historical volatility term | 10 years | ||||
Maximum [Member] | Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options, term | 5 years |
STOCK_INCENTIVE_PLAN_Schedule_
STOCK INCENTIVE PLAN (Schedule of Stock-Based Compensation Expense Recognized) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense, pre-tax | $1,576 | $1,849 | $1,368 |
Tax benefit (expense) from stock-based compensation expense | -630 | -740 | -579 |
Total stock-based compensation expense, net of tax | 946 | 1,109 | 789 |
Corporate [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock option expense | 1,025 | 766 | 933 |
Restricted stock expenses | 481 | ||
Broadcast [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock option expense | 325 | 302 | 305 |
Internet [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock option expense | 165 | 253 | 111 |
Publishing [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock option expense | $61 | $47 | $19 |
STOCK_INCENTIVE_PLAN_WeightedA
STOCK INCENTIVE PLAN (Weighted-Average Assumptions used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Valuation Model) (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
STOCK INCENTIVE PLAN [Abstract] | |||
Expected volatility | 74.98% | 100.78% | 102.37% |
Expected dividends | 2.70% | 2.05% | 5.07% |
Expected term (in years) | 7 years 9 months 18 days | 6 years 7 months 6 days | 8 years 2 months 12 days |
Risk-free interest rate | 2.27% | 1.06% | 1.66% |
STOCK_INCENTIVE_PLAN_Schedule_1
STOCK INCENTIVE PLAN (Schedule of Stock Option Activity) (Details) (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Shares [Roll Forward] | ||||
Beginning Balance | 2,162,067 | 1,927,099 | 1,640,392 | |
Granted | 25,000 | 735,750 | 626,000 | |
Exercised | -278,837 | -410,983 | -261,205 | |
Forfeited or expired | -92,026 | -89,799 | -78,088 | |
Ending Balance | 1,816,204 | 2,162,067 | 1,927,099 | 1,640,392 |
Exercisable at end of period | 663,417 | 514,751 | 707,024 | |
Expected to Vest | 1,094,574 | 1,564,128 | 1,158,461 | |
Weighted Average Exercise Price [Abstract] | ||||
Beginning Balance | $5.09 | $4.37 | $5.01 | |
Granted | $8.40 | $6.93 | $2.74 | |
Exercised | $4.38 | $3.46 | $1.57 | |
Forfeited or expired | $12.25 | $12.30 | $14.06 | |
Ending Balance | $4.88 | $5.09 | $4.37 | $5.01 |
Exercisable at end of period | $5.32 | $6.29 | $6.58 | |
Expected to Vest | $4.62 | $4.71 | $3.09 | |
Weighted Average Grant Date Fair value [Abstract] | ||||
Beginning Balance | $3.57 | $3.45 | $4.07 | |
Granted | $4.73 | $4.90 | $1.51 | |
Exercised | $3.43 | $2.47 | $1.28 | |
Forfeited or expired | $7.89 | $7.43 | $8.03 | |
Ending Balance | $3.39 | $3.57 | $3.45 | $4.07 |
Exercisable at end of period | $3.90 | $4.52 | $5.41 | |
Expected to Vest | $3.10 | $3.28 | $2.32 | |
Weighted Average Remaining Contractual Term [Abstract] | ||||
Outstanding at beginning of period | 4 years 9 months 18 days | 5 years 6 months | 5 years 4 months 24 days | 5 years 2 months 12 days |
Outstanding at end of period | 4 years 9 months 18 days | 5 years 6 months | 5 years 4 months 24 days | 5 years 2 months 12 days |
Exercisable at end of period | 3 years | 2 years 8 months 12 days | 2 years 10 months 24 days | |
Expected to Vest | 5 years 10 months 24 days | 6 years 4 months 24 days | 6 years 9 months 18 days | |
Aggregate Intrinsic Value [Abstract] | ||||
Beginning Balance | $8,491 | $3,899 | $584 | |
Granted | 1,303 | 1,704 | ||
Exercised | 1,260 | 1,883 | 910 | |
Forfeited or expired | 43 | 72 | 10,824 | |
Ending Balance | 5,718 | 8,491 | 3,899 | 584 |
Exercisable at end of period | 2,015 | 1,919 | 1,004 | |
Expected to Vest | $3,515 | $6,240 | $2,749 |
STOCK_INCENTIVE_PLAN_Schedule_2
STOCK INCENTIVE PLAN (Schedule of Information Regarding Restricted Stock Activity) (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Shares [Roll Forward] | |
Beginning balance | |
Granted | 79,810 |
Lapsed | -79,810 |
Forfeited | |
Ending balance | |
Weighted Average Grant Date Fair Value [Roll Forward] | |
Beginning balance | |
Granted | $6.02 |
Lapsed | $6.02 |
Forfeited | |
Ending balance |
STOCK_INCENTIVE_PLAN_Schedule_3
STOCK INCENTIVE PLAN (Schedule of Additional Information Regarding Options Outstanding) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options | 1,816,204 | 2,162,067 | 1,927,099 | 1,640,392 |
Weighted Average Exercise Price | $4.88 | $5.09 | $4.37 | $5.01 |
Exercisable Options | 663,417 | 514,751 | 707,024 | |
Weighted Average Exercise Price | $5.32 | $6.29 | $6.58 | |
$ 0.36 - $ 3.00 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Lower Limit | $0.36 | |||
Range of Exercise Prices, Upper Limit | $3 | |||
Options | 887,704 | |||
Weighted Average Contractual Life Remaining (Years) | 5 years | |||
Weighted Average Exercise Price | $1.62 | |||
Exercisable Options | 259,204 | |||
Weighted Average Exercise Price | $2.17 | |||
$ 3.01 - $ 6.00 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Lower Limit | $3.01 | |||
Range of Exercise Prices, Upper Limit | $6 | |||
Options | 156,625 | |||
Weighted Average Contractual Life Remaining (Years) | 2 years 10 months 24 days | |||
Weighted Average Exercise Price | $4.20 | |||
Exercisable Options | 145,775 | |||
Weighted Average Exercise Price | $5.17 | |||
$ 6.01 - $ 9.00 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Lower Limit | $6.01 | |||
Range of Exercise Prices, Upper Limit | $9 | |||
Options | 697,125 | |||
Weighted Average Contractual Life Remaining (Years) | 5 years 6 months | |||
Weighted Average Exercise Price | $4.90 | |||
Exercisable Options | 183,688 | |||
Weighted Average Exercise Price | $6.93 | |||
$ 9.01 - $ 12.00 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Lower Limit | $9.01 | |||
Range of Exercise Prices, Upper Limit | $12 | |||
Options | 45,450 | |||
Weighted Average Contractual Life Remaining (Years) | 8 months 12 days | |||
Weighted Average Exercise Price | $8.63 | |||
Exercisable Options | 45,450 | |||
Weighted Average Exercise Price | $11.80 | |||
$ 12.01 - $ 15.00 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Lower Limit | $12.01 | |||
Range of Exercise Prices, Upper Limit | $15 | |||
Options | 29,300 | |||
Weighted Average Contractual Life Remaining (Years) | 4 months 24 days | |||
Weighted Average Exercise Price | $8.75 | |||
Exercisable Options | 29,300 | |||
Weighted Average Exercise Price | $13.88 | |||
$ 0.36 - $ 15.00 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Range of Exercise Prices, Lower Limit | $0.36 | |||
Range of Exercise Prices, Upper Limit | $15 | |||
Options | 1,816,204 | |||
Weighted Average Contractual Life Remaining (Years) | 4 years 9 months 18 days | |||
Weighted Average Exercise Price | $3.39 | |||
Exercisable Options | 663,417 | |||
Weighted Average Exercise Price | $5.32 |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 17, 2011 | Dec. 31, 2011 | Sep. 12, 2012 | 21-May-12 | |
Related Party Transaction [Line Items] | |||||||
Minimum ownership percentage | 5.00% | ||||||
Minimum ownership interest | 10.00% | ||||||
Rental Expenses | $17,900,000 | $16,900,000 | $15,700,000 | ||||
Life insurance premium | 386,000 | 386,000 | 193,000 | ||||
Net assets | 1,900,000 | 1,600,000 | 1,300,000 | ||||
Terminated Subordinated Debt due to Related Parties [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Line of Credit Facility, Amount Outstanding | 0 | 15,000,000 | 9,000,000 | ||||
Debt, interest rate terms | Outstanding amounts under each subordinated line of credit bore interest at a rate equal to the lesser of (1) 5% per annum and (2) the maximum rate permitted for subordinated debt under the Terminated Revolver referred to above plus 2% per annum. Interest was payable at the time of any repayment of principal. In addition, outstanding amounts under each subordinated line of credit were required to be repaid within three (3) months from the time that such amounts were borrowed, with the exception of the subordinated line of credit with Mr. Hinz, which was to be repaid within six (6) months from the time that such amounts were borrowed. | Outstanding amounts under each subordinated line of credit bore interest at a rate equal to the lesser of (1) 5% per annum and (2) the maximum rate permitted for subordinated debt under the Revolver referred to above plus 2% per annum. | |||||
Edward G. Atsinger III, Chief Executive Officer and Director [Member] | Terminated Subordinated Debt due to Related Parties [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Credit facility, borrowing capacity | 6,000,000 | ||||||
Edward G. Atsinger III, Chief Executive Officer and Director [Member] | Aircraft [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Rental Expenses | 274,000 | 239,000 | 386,000 | ||||
Edward G. Atsinger III, Chief Executive Officer and Director [Member] | Trust [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Rental Expenses | 175,000 | 170,000 | 165,000 | ||||
Know the Truth [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amount received from non-profit organization for airtime | 500,000 | 400,000 | 400,000 | ||||
Chairman and Chief Executive Officer [Member] | Land and Building [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Rental Expenses | 1,300,000 | 1,200,000 | 1,200,000 | ||||
Stuart W. Epperson, Board of Directors Chairman [Member] | Terminated Subordinated Debt due to Related Parties [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Credit facility, borrowing capacity | 3,000,000 | ||||||
Roland S. Hinz, a Salem board member [Member] | Terminated Subordinated Debt due to Related Parties [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Credit facility, borrowing capacity | 12,000,000 | 6,000,000 | |||||
Truth For Life [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Amount received from non-profit organization for airtime | $2,200,000 | $2,100,000 | $2,100,000 |
DEFINED_CONTRIBUTION_PLAN_Deta
DEFINED CONTRIBUTION PLAN (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Defined Contribution Benefit Plans [Line Items] | |||
Maximum employee contribution to defined contribution benefit plans | 60.00% | ||
Maximum company match of participant contribution of eligible compensation per pay period | 6.00% | ||
Define contribution plan, contribution | $1.70 | $1.40 | $1.30 |
After January 1, 2012 [Member] | |||
Defined Contribution Benefit Plans [Line Items] | |||
Maximum employee contribution to defined contribution benefit plans | 50.00% | ||
Employer matching contribution to employee contribution percentage | 5.00% | ||
First 3 Percent of Each Participant's Contributions [Member] | |||
Defined Contribution Benefit Plans [Line Items] | |||
Employer matching contribution to employee contribution percentage | 50.00% | ||
Employee contribution percentage of eligible compensation | 3.00% | ||
Second 3 Percent of Each Participant's Contributions [Member] | |||
Defined Contribution Benefit Plans [Line Items] | |||
Employer matching contribution to employee contribution percentage | 25.00% | ||
Employee contribution percentage of eligible compensation | 3.00% |
EQUITY_TRANSACTIONS_Narrative_
EQUITY TRANSACTIONS (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
EQUITY TRANSACTIONS [Abstract] | |||
Stock based compensation expenses | $1,576 | $1,849 | $1,368 |
EQUITY_TRANSACTIONS_Schedule_o
EQUITY TRANSACTIONS (Schedule of Cash Distributions Declared and Paid) (Details) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
Dividend Payment 1st [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | 2-Dec-14 |
Payment Date | 29-Dec-14 |
Amount Per Share | $0.07 |
Cash Distributed | $1,646 |
Dividend Payment 2nd [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | 2-Sep-14 |
Payment Date | 30-Sep-14 |
Amount Per Share | $0.06 |
Cash Distributed | 1,579 |
Dividend Payment 3rd [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | 27-May-14 |
Payment Date | 30-Jun-14 |
Amount Per Share | $0.06 |
Cash Distributed | 1,514 |
Dividend Payment 4th [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | 6-Mar-14 |
Payment Date | 31-Mar-14 |
Amount Per Share | $0.06 |
Cash Distributed | 1,444 |
Dividend Payment Five [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | 20-Nov-13 |
Payment Date | 27-Dec-13 |
Amount Per Share | $0.06 |
Cash Distributed | 1,376 |
Dividend Payment Six [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | 12-Sep-13 |
Payment Date | 4-Oct-13 |
Amount Per Share | $0.05 |
Cash Distributed | 1,308 |
Dividend Payment Seven [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | 30-May-13 |
Payment Date | 28-Jun-13 |
Amount Per Share | $0.05 |
Cash Distributed | 1,240 |
Dividend Payment Eight [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | 18-Mar-13 |
Payment Date | 1-Apr-13 |
Amount Per Share | $0.05 |
Cash Distributed | 1,234 |
Dividend Payment Nine [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | 29-Nov-12 |
Payment Date | 28-Dec-12 |
Amount Per Share | $0.04 |
Cash Distributed | 854 |
Dividend Payment Ten [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | 30-Aug-12 |
Payment Date | 28-Sep-12 |
Amount Per Share | $0.04 |
Cash Distributed | 854 |
Dividend Payment Eleven [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | 31-May-12 |
Payment Date | 21-Jun-12 |
Amount Per Share | $0.04 |
Cash Distributed | 854 |
Dividend Payment Twelve [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | 7-Mar-12 |
Payment Date | 30-Mar-12 |
Amount Per Share | $0.04 |
Cash Distributed | $850 |
QUARTERLY_RESULTS_OF_OPERATION2
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED): (Schedule of Quarterly Financial Information) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
QUARTERLY RESULTS OF OPERATIONS (UNAUDITED): [Abstract] | |||||||||||
Total revenue | $65,947 | $69,608 | $68,637 | $62,344 | $62,694 | $58,476 | $60,136 | $55,628 | |||
Operating income | 6,947 | 8,847 | 7,491 | 5,331 | 9,690 | 8,974 | 9,287 | 6,582 | 28,616 | 34,533 | 30,490 |
Net income (loss) before discontinued operations | 38 | 3,743 | 1,263 | 431 | 5,344 | 5,334 | 5,205 | -18,582 | -37 | -95 | |
Net income (loss) | $38 | $3,743 | $1,263 | $431 | $5,333 | $5,323 | $5,201 | ($18,593) | $5,475 | ($2,736) | $4,428 |
Basic earnings (loss) per share | $0.14 | $0.05 | $0.02 | $0.21 | $0.21 | $0.20 | ($0.75) | $0.21 | ($0.11) | $0.18 | |
Basic earnings (loss) per share from continuing operations | $0.14 | $0.05 | $0.02 | $0.21 | $0.21 | $0.20 | ($0.75) | $0.21 | ($0.11) | $0.18 | |
Diluted earnings (loss) per share | $0.14 | $0.05 | $0.02 | $0.21 | $0.21 | $0.20 | ($0.75) | $0.21 | ($0.11) | $0.18 | |
Diluted earnings (loss) per share from continuing operations | $0.14 | $0.05 | $0.02 | $0.21 | $0.21 | $0.20 | ($0.75) | $0.21 | ($0.11) | $0.18 | |
Weighted average shares outstanding - basic | 25,573,162 | 25,536,397 | 25,172,696 | 25,064,982 | 25,255,881 | 25,126,858 | 24,737,131 | 24,632,431 | 25,336,809 | 24,938,075 | 24,577,605 |
Weighted average shares outstanding - diluted | 26,226,332 | 26,265,957 | 25,950,600 | 25,881,811 | 26,051,098 | 25,921,391 | 25,624,350 | 24,632,431 | 26,081,175 | 24,938,075 | 24,986,966 |
SEGMENT_DATA_Narrative_Details
SEGMENT DATA (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Segment | |
Segment Reporting Information [Line Items] | |
Operating segments | 3 |
Number of reportable segments | 2 |
SEGMENT_DATA_Schedule_of_Segme
SEGMENT DATA (Schedule of Segment Data) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Net revenue | $266,536,000 | $236,934,000 | $229,179,000 | ||||||||
Operating expenses | 218,031,000 | 185,959,000 | 177,097,000 | ||||||||
Net operating income (loss) before depreciation, amortization, impairment, change in estimated fair value of contingent earn-out consideration (gain) loss on the sale or disposal of assets | 48,505,000 | 50,975,000 | 52,082,000 | ||||||||
Depreciation | 12,629,000 | 12,448,000 | 12,343,000 | ||||||||
Amortization | 6,196,000 | 2,814,000 | 2,304,000 | ||||||||
Impairment of indefinite-lived long-term assets other than goodwill | 34,000 | 1,006,000 | 88,000 | ||||||||
Impairment of goodwill | 45,000 | 438,000 | |||||||||
Impairment of long-lived assets | 6,808,000 | ||||||||||
Change in the estimated fair value of contingent earn-out consideration | 734,000 | ||||||||||
(Gain) loss on the sale or disposal of assets | 251,000 | -264,000 | 49,000 | ||||||||
Operating income from continuing operations | 6,947,000 | 8,847,000 | 7,491,000 | 5,331,000 | 9,690,000 | 8,974,000 | 9,287,000 | 6,582,000 | 28,616,000 | 34,533,000 | 30,490,000 |
Inventories, net | 572,000 | 572,000 | |||||||||
Property and equipment, net | 99,227,000 | 98,928,000 | 99,227,000 | 98,928,000 | |||||||
Broadcast licenses | 385,726,000 | 381,836,000 | 385,726,000 | 381,836,000 | |||||||
Goodwill | 24,684,000 | 22,374,000 | 24,684,000 | 22,374,000 | |||||||
Other indefinite-lived intangible assets | 833,000 | 868,000 | 833,000 | 868,000 | |||||||
Amortizable intangible assets, net | 12,395,000 | 8,793,000 | 12,395,000 | 8,793,000 | |||||||
Operating Segments [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Net revenue | 266,536,000 | 236,934,000 | 229,179,000 | ||||||||
Operating expenses | 218,031,000 | 185,959,000 | 177,097,000 | ||||||||
Net operating income (loss) before depreciation, amortization, impairment, change in estimated fair value of contingent earn-out consideration (gain) loss on the sale or disposal of assets | 48,505,000 | 50,975,000 | 52,082,000 | ||||||||
Operating Segments [Member] | Broadcast [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Net revenue | 192,923,000 | 188,544,000 | 187,640,000 | ||||||||
Operating expenses | 138,564,000 | 129,857,000 | 126,514,000 | ||||||||
Net operating income (loss) before depreciation, amortization, impairment, change in estimated fair value of contingent earn-out consideration (gain) loss on the sale or disposal of assets | 54,359,000 | 58,687,000 | 61,126,000 | ||||||||
Depreciation | 7,923,000 | 7,934,000 | 8,274,000 | ||||||||
Amortization | 98,000 | 154,000 | 105,000 | ||||||||
Impairment of indefinite-lived long-term assets other than goodwill | |||||||||||
Impairment of goodwill | |||||||||||
Impairment of long-lived assets | 6,808,000 | ||||||||||
Change in the estimated fair value of contingent earn-out consideration | |||||||||||
(Gain) loss on the sale or disposal of assets | 231,000 | -274,000 | 84,000 | ||||||||
Operating income from continuing operations | 46,107,000 | 50,873,000 | 45,855,000 | ||||||||
Inventories, net | |||||||||||
Property and equipment, net | 81,948,000 | 82,457,000 | 81,948,000 | 82,457,000 | |||||||
Broadcast licenses | 385,726,000 | 381,836,000 | 385,726,000 | 381,836,000 | |||||||
Goodwill | 3,955,000 | 3,917,000 | 3,955,000 | 3,917,000 | |||||||
Other indefinite-lived intangible assets | |||||||||||
Amortizable intangible assets, net | 583,000 | 661,000 | 583,000 | 661,000 | |||||||
Operating Segments [Member] | Digital Media [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Net revenue | 46,862,000 | 35,156,000 | 28,166,000 | ||||||||
Operating expenses | 36,232,000 | 25,741,000 | 22,848,000 | ||||||||
Net operating income (loss) before depreciation, amortization, impairment, change in estimated fair value of contingent earn-out consideration (gain) loss on the sale or disposal of assets | 10,630,000 | 9,415,000 | 5,318,000 | ||||||||
Depreciation | 3,052,000 | 2,904,000 | 2,438,000 | ||||||||
Amortization | 4,885,000 | 2,654,000 | 2,189,000 | ||||||||
Impairment of indefinite-lived long-term assets other than goodwill | |||||||||||
Impairment of goodwill | |||||||||||
Impairment of long-lived assets | |||||||||||
Change in the estimated fair value of contingent earn-out consideration | 325,000 | ||||||||||
(Gain) loss on the sale or disposal of assets | 25,000 | -76,000 | |||||||||
Operating income from continuing operations | 2,343,000 | 3,857,000 | 767,000 | ||||||||
Inventories, net | 222,000 | 222,000 | |||||||||
Property and equipment, net | 7,111,000 | 6,402,000 | 7,111,000 | 6,402,000 | |||||||
Broadcast licenses | |||||||||||
Goodwill | 19,677,000 | 17,550,000 | 19,677,000 | 17,550,000 | |||||||
Other indefinite-lived intangible assets | |||||||||||
Amortizable intangible assets, net | 9,884,000 | 8,119,000 | 9,884,000 | 8,119,000 | |||||||
Operating Segments [Member] | Publishing [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Net revenue | 26,751,000 | 13,234,000 | 13,373,000 | ||||||||
Operating expenses | 26,143,000 | 14,280,000 | 13,339,000 | ||||||||
Net operating income (loss) before depreciation, amortization, impairment, change in estimated fair value of contingent earn-out consideration (gain) loss on the sale or disposal of assets | 608,000 | -1,046,000 | 34,000 | ||||||||
Depreciation | 529,000 | 444,000 | 423,000 | ||||||||
Amortization | 1,212,000 | 6,000 | 8,000 | ||||||||
Impairment of indefinite-lived long-term assets other than goodwill | 34,000 | 1,006,000 | 88,000 | ||||||||
Impairment of goodwill | 45,000 | 438,000 | |||||||||
Impairment of long-lived assets | |||||||||||
Change in the estimated fair value of contingent earn-out consideration | 409,000 | ||||||||||
(Gain) loss on the sale or disposal of assets | -5,000 | ||||||||||
Operating income from continuing operations | -1,616,000 | -2,940,000 | -485,000 | ||||||||
Inventories, net | 350,000 | 350,000 | |||||||||
Property and equipment, net | 1,941,000 | 1,596,000 | 1,941,000 | 1,596,000 | |||||||
Broadcast licenses | |||||||||||
Goodwill | 1,044,000 | 899,000 | 1,044,000 | 899,000 | |||||||
Other indefinite-lived intangible assets | 833,000 | 868,000 | 833,000 | 868,000 | |||||||
Amortizable intangible assets, net | 1,926,000 | 11,000 | 1,926,000 | 11,000 | |||||||
Operating Segments [Member] | Unallocated Corporate [Member] | |||||||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||||||
Net revenue | |||||||||||
Operating expenses | 17,092,000 | 16,081,000 | 14,396,000 | ||||||||
Net operating income (loss) before depreciation, amortization, impairment, change in estimated fair value of contingent earn-out consideration (gain) loss on the sale or disposal of assets | -17,092,000 | -16,081,000 | -14,396,000 | ||||||||
Depreciation | 1,125,000 | 1,166,000 | 1,208,000 | ||||||||
Amortization | 1,000 | 2,000 | |||||||||
Impairment of indefinite-lived long-term assets other than goodwill | |||||||||||
Impairment of goodwill | |||||||||||
Impairment of long-lived assets | |||||||||||
Change in the estimated fair value of contingent earn-out consideration | |||||||||||
(Gain) loss on the sale or disposal of assets | 10,000 | 41,000 | |||||||||
Operating income from continuing operations | -18,218,000 | -17,257,000 | -15,647,000 | ||||||||
Inventories, net | |||||||||||
Property and equipment, net | 8,227,000 | 8,473,000 | 8,227,000 | 8,473,000 | |||||||
Broadcast licenses | |||||||||||
Goodwill | 8,000 | 8,000 | 8,000 | 8,000 | |||||||
Other indefinite-lived intangible assets | |||||||||||
Amortizable intangible assets, net | $2,000 | $2,000 | $2,000 | $2,000 |
SEGMENT_DATA_Schedule_of_finan
SEGMENT DATA (Schedule of financial information with a comparison of results under the prior composition to the new composition of operating segments) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenue | $266,536 | $236,934 | $229,179 |
Operating expenses | 218,031 | 185,959 | 177,097 |
Net operating income (loss) before depreciation, amortization, impairment, change in estimated fair value of contingent earn-out consideration (gain) loss on the sale or disposal of assets | 48,505 | 50,975 | 52,082 |
Operating Segments [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenue | 266,536 | 236,934 | 229,179 |
Operating expenses | 218,031 | 185,959 | 177,097 |
Net operating income (loss) before depreciation, amortization, impairment, change in estimated fair value of contingent earn-out consideration (gain) loss on the sale or disposal of assets | 48,505 | 50,975 | 52,082 |
Operating Segments [Member] | Broadcast [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenue | 192,923 | 188,544 | 187,640 |
Operating expenses | 138,564 | 129,857 | 126,514 |
Net operating income (loss) before depreciation, amortization, impairment, change in estimated fair value of contingent earn-out consideration (gain) loss on the sale or disposal of assets | 54,359 | 58,687 | 61,126 |
Operating Segments [Member] | Digital Media [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenue | 46,862 | 35,156 | 28,166 |
Operating expenses | 36,232 | 25,741 | 22,848 |
Net operating income (loss) before depreciation, amortization, impairment, change in estimated fair value of contingent earn-out consideration (gain) loss on the sale or disposal of assets | 10,630 | 9,415 | 5,318 |
Operating Segments [Member] | Publishing [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenue | 26,751 | 13,234 | 13,373 |
Operating expenses | 26,143 | 14,280 | 13,339 |
Net operating income (loss) before depreciation, amortization, impairment, change in estimated fair value of contingent earn-out consideration (gain) loss on the sale or disposal of assets | 608 | -1,046 | 34 |
Operating Segments [Member] | Unallocated Corporate [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenue | |||
Operating expenses | 17,092 | 16,081 | 14,396 |
Net operating income (loss) before depreciation, amortization, impairment, change in estimated fair value of contingent earn-out consideration (gain) loss on the sale or disposal of assets | -17,092 | -16,081 | -14,396 |
As Reported Original | Operating Segments [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenue | 266,536 | 236,934 | 229,179 |
Operating expenses | 218,031 | 185,959 | 177,097 |
Net operating income (loss) before depreciation, amortization, impairment, change in estimated fair value of contingent earn-out consideration (gain) loss on the sale or disposal of assets | 48,505 | 50,975 | 52,082 |
As Reported Original | Operating Segments [Member] | Broadcast [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenue | 187,815 | 183,697 | 183,180 |
Operating expenses | 130,875 | 122,862 | 120,772 |
As Reported Original | Operating Segments [Member] | Digital Media [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenue | 55,519 | 40,906 | 33,474 |
Operating expenses | 41,067 | 28,378 | 25,145 |
As Reported Original | Operating Segments [Member] | Publishing [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenue | 23,202 | 12,331 | 12,525 |
Operating expenses | 23,052 | 13,289 | 12,288 |
As Reported Original | Operating Segments [Member] | Unallocated Corporate [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Operating expenses | $23,037 | $21,430 | $18,892 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 07, 2014 | Mar. 05, 2015 | Feb. 20, 2015 |
Subsequent Event [Line Items] | |||||
Purchase price | $18,656 | $12,820 | |||
KDIS-FM, Little Rock, Arkansas and KRDY-AM, San Antonio, Texas [Member] | |||||
Subsequent Event [Line Items] | |||||
Acquisition date | 7-Feb-14 | ||||
Purchase price | 1,984 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Class A and Class B common stock, dividend declared per share | $0.07 | ||||
Subsequent Event [Member] | Radio station, WDDZ-AM in Pittsburg, Pennsylvania | |||||
Subsequent Event [Line Items] | |||||
Acquisition date | 20-Feb-15 | ||||
Purchase price | 1,000 | ||||
Subsequent Event [Member] | Radio station WDWD-AM in Atlanta, Georgia | |||||
Subsequent Event [Line Items] | |||||
Acquisition date | 20-Feb-15 | ||||
Purchase price | $2,800 |