Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 03, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | SALM | |
Entity Registrant Name | SALEM MEDIA GROUP, INC. /DE/ | |
Entity Central Index Key | 1,050,606 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Class A Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 19,904,323 | |
Class B Common Stock [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,553,696 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 192 | $ 33 |
Trade accounts receivable (net of allowances of $12,727 in 2014 and $12,678 in 2015) | 34,842 | 34,781 |
Other receivables | 1,558 | 3,546 |
Inventories (net of reserves of $1,227 in 2014 and $1,499 in 2015) | 858 | 572 |
Prepaid expenses | 6,771 | $ 5,580 |
Income tax receivable | 17 | |
Deferred income taxes | 8,153 | $ 8,153 |
Assets held for sale | 1,700 | 1,700 |
Total current assets | 54,091 | 54,365 |
Notes receivable (net of allowances of $539 in 2014 and $476 in 2015) | $ 173 | 228 |
Fair value of interest rate swap | 475 | |
Property and equipment (net of accumulated depreciation of $155,495 in 2014 and $158,949 in 2015) | $ 101,843 | 99,227 |
Broadcast licenses | 387,367 | 385,726 |
Goodwill | 24,816 | 24,684 |
Other indefinite-lived intangible assets | 833 | 833 |
Amortizable intangible assets (net of accumulated amortization of $34,130 in 2014 and $36,774 in 2015) | 11,343 | 12,395 |
Deferred financing costs | 2,826 | 3,166 |
Other assets | 2,699 | 2,060 |
Total assets | 585,991 | 583,159 |
Current liabilities: | ||
Accounts payable | 4,587 | 2,964 |
Accrued expenses | 11,920 | 12,704 |
Accrued compensation and related expenses | 8,320 | 8,777 |
Accrued interest | 49 | 48 |
Deferred revenue | $ 12,695 | 13,205 |
Income tax payable | 154 | |
Current portion of long-term debt and capital lease obligations | $ 5,327 | 1,898 |
Total current liabilities | 42,898 | 39,750 |
Long-term debt and capital lease obligations, less current portion | 272,912 | $ 275,607 |
Fair value of interest rate swap | 501 | |
Deferred income taxes | 51,306 | $ 49,109 |
Deferred revenue | 11,851 | 10,576 |
Other liabilities | 1,115 | 4,123 |
Total liabilities | $ 380,583 | $ 379,165 |
Commitments and contingencies (Note 16) | ||
Stockholders' equity: | ||
Additional paid-in capital | $ 241,389 | $ 240,493 |
Accumulated deficit | (2,253) | (2,770) |
Treasury stock, at cost (2,317,650 shares at December 31, 2014 and June 30, 2015) | (34,006) | (34,006) |
Total stockholders' equity | 205,408 | 203,994 |
Total liabilities and stockholders' equity | 585,991 | 583,159 |
Class A Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock | 222 | 221 |
Class B Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock | $ 56 | $ 56 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Trade accounts receivable, allowances | $ 12,678 | $ 12,727 |
Inventories, reserves | 1,499 | 1,227 |
Notes receivable, allowance | 476 | 539 |
Property and equipment, accumulated depreciation | 158,949 | 155,495 |
Amortizable intangible assets, accumulated amortization | $ 36,774 | $ 34,130 |
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 | 22,219,848 | 22,082,140 |
Common stock, outstanding | 19,902,198 | 19,764,490 |
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 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Net broadcast revenue | $ 49,060 | $ 49,129 | $ 95,599 | $ 95,898 |
Net digital media revenue | 11,499 | 12,319 | 22,290 | 23,631 |
Net publishing revenue | 6,734 | 7,189 | 11,260 | 11,452 |
Total net revenue | 67,293 | 68,637 | 129,149 | 130,981 |
Operating expenses: | ||||
Broadcast operating expenses, exclusive of depreciation and amortization shown below (including $364 and $365 for the three months ended June 30, 2014 and 2015, respectively, and $723 and $730 for the six months ended June 30, 2014 and 2015, respectively, paid to related parties) | 35,187 | 35,815 | 69,104 | 69,161 |
Digital media operating expenses, exclusive of depreciation and amortization shown below | 8,767 | 9,270 | 17,767 | 18,120 |
Publishing operating expenses, exclusive of depreciation and amortization shown below | 6,469 | 6,809 | 10,966 | 11,815 |
Unallocated corporate expenses exclusive of depreciation and amortization shown below (including $5 and $36 for the three months ended June 30, 2014 and 2015, respectively, and $169 and $69 for the six months ended June 30, 2014 and 2015, respectively paid to related parties) | 3,518 | 3,976 | 7,509 | 9,040 |
Depreciation | 3,060 | 3,167 | 6,232 | 6,296 |
Amortization | 1,315 | 1,529 | 2,644 | 3,137 |
Change in the estimated fair value of contingent earn-out consideration | (307) | 242 | (189) | 369 |
Loss on the sale or disposal of assets | 30 | 338 | 159 | 221 |
Total operating expenses | 58,039 | 61,146 | 114,192 | 118,159 |
Operating income | 9,254 | 7,491 | 14,957 | 12,822 |
Other income (expense): | ||||
Interest income | 2 | 26 | 3 | 41 |
Interest expense | (3,874) | (4,068) | (7,678) | (7,847) |
Change in the fair value of interest rate swap | $ 444 | $ (1,373) | (976) | (2,469) |
Loss on early retirement of long-term debt | (41) | (8) | ||
Net miscellaneous income and expenses | $ 14 | 7 | 80 | |
Income from operations before income taxes | $ 5,826 | 2,090 | 6,272 | 2,619 |
Provision for income taxes | 2,303 | 827 | 2,454 | 925 |
Net income | $ 3,523 | $ 1,263 | $ 3,818 | $ 1,694 |
Basic earnings per share data: | ||||
Basic earnings per share | $ 0.14 | $ 0.05 | $ 0.15 | $ 0.07 |
Diluted earnings per share data: | ||||
Diluted earnings per share | 0.14 | 0.05 | 0.15 | 0.07 |
Distributions per share | $ 0.07 | $ 0.06 | $ 0.13 | $ 0.12 |
Basic weighted average shares outstanding | 25,429,127 | 25,172,696 | 25,387,813 | 25,118,839 |
Diluted weighted average shares outstanding | 25,829,493 | 25,950,600 | 25,875,306 | 25,916,205 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Broadcast operating expenses exclusive of depreciation and amortization | $ 35,187 | $ 35,815 | $ 69,104 | $ 69,161 |
Unallocated corporate expenses exclusive of depreciation and amortization | 3,518 | 3,976 | 7,509 | 9,040 |
Related Party [Member] | ||||
Broadcast operating expenses exclusive of depreciation and amortization | 365 | 364 | 730 | 723 |
Unallocated corporate expenses exclusive of depreciation and amortization | $ 36 | $ 5 | $ 69 | $ 169 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
OPERATING ACTIVITIES | ||
Net income | $ 3,818,000 | $ 1,694,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Non-cash stock-based compensation | 487,000 | 932,000 |
Tax benefit related to stock options exercised | 112,000 | 77,000 |
Depreciation and amortization | 8,876,000 | 9,433,000 |
Amortization of bank loan fees | 314,000 | 344,000 |
Accretion of acquisition-related deferred payments and contingent consideration | 160,000 | 540,000 |
Provision for bad debts | 911,000 | 1,510,000 |
Deferred income taxes | 2,197,000 | 648,000 |
Change in the fair value of interest rate swap | 976,000 | 2,469,000 |
Change in the estimated fair value of contingent earn-out consideration | (189,000) | 369,000 |
Loss on early retirement of long-term debt | 41,000 | 8,000 |
Loss on the sale or disposal of assets | 159,000 | 221,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 6,315,000 | 4,024,000 |
Prepaid expenses and other current assets | (1,463,000) | (407,000) |
Accounts payable and accrued expenses | (2,674,000) | 3,512,000 |
Deferred revenue | (4,359,000) | (3,733,000) |
Other liabilities | 327,000 | (767,000) |
Income taxes payable | (154,000) | (38,000) |
Net cash provided by operating activities | 15,947,000 | 20,930,000 |
INVESTING ACTIVITIES | ||
Cash paid for capital expenditures net of tenant improvement allowances | (4,207,000) | (5,980,000) |
Capital expenditures reimbursable under tenant improvement allowances and trade agreements | (947,000) | (137,000) |
Escrow deposits related to acquisitions | (225,000) | (50,000) |
Purchases of broadcast assets and radio stations | $ (5,186,000) | (4,563,000) |
Proceeds from the sale of assets | 2,000 | |
Other | $ (390,000) | (228,000) |
Net cash used in investing activities | $ (12,277,000) | (16,859,000) |
FINANCING ACTIVITIES | ||
Payments of costs related to bank credit facility | $ (14,000) | |
Payments of acquisition related contingent earn-out consideration | $ (1,177,000) | |
Payments of deferred installments due from acquisition activity | (935,000) | |
Proceeds from the exercise of stock options | 298,000 | $ 975,000 |
Payments on capital lease obligations | (58,000) | (62,000) |
Payment of cash distributions on common stock | (3,301,000) | (2,958,000) |
Book overdraft | 978,000 | (269,000) |
Net cash used in financing activities | (3,511,000) | (3,904,000) |
CASH FLOWS FROM DISCONTINUED OPERATIONS | ||
Net increase in cash and cash equivalents | 159,000 | 167,000 |
Cash and cash equivalents at the beginning of year | 33,000 | 65,000 |
Cash and cash equivalents at end of period | 192,000 | 232,000 |
Cash paid during the period for: | ||
Cash paid for interest, net of capitalized interest | 7,071,000 | 6,682,000 |
Cash paid for income taxes | 316,000 | 238,000 |
Other supplemental disclosures of cash flow information: | ||
Trade revenue | 3,189,000 | 3,524,000 |
Trade expense | 2,960,000 | 3,379,000 |
Non-cash investing and financing activities: | ||
Capital expenditures reimbursable under tenant improvement allowances | 947,000 | $ 137,000 |
Non-cash capital expenditures for property & equipment acquired under trade agreements | 11,000 | |
Estimated present value of contingent earn-out consideration | $ 300,000 | $ 2,047,000 |
Deferred payments due 2014 under asset purchase agreement | 300,000 | |
Present value of deferred cash payments (due 2015) | 2,392,000 | |
Present value of deferred cash payments (due 2016) | 2,289,000 | |
Digital Media [Member] | ||
INVESTING ACTIVITIES | ||
Purchases of businesses and assets | $ (1,322,000) | (3,129,000) |
Publishing [Member] | ||
INVESTING ACTIVITIES | ||
Purchases of businesses and assets | (2,774,000) | |
Term Loan B [Member] | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Amortization of bank loan fees | $ 27,000 | |
Accretion of discount on Term Loan B | 93,000 | 94,000 |
FINANCING ACTIVITIES | ||
Repayments of borrowings | (2,000,000) | (2,250,000) |
Revolver [Member] | ||
FINANCING ACTIVITIES | ||
Repayments of borrowings | (24,538,000) | (25,718,000) |
Proceeds from borrowings | $ 27,222,000 | $ 26,392,000 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2015 | |
BASIS OF PRESENTATION [Abstract] | |
BASIS OF PRESENTATION | NOTE 1. BASIS OF PRESENTATION The accompanying Condensed Consolidated Financial Statements of Salem Media Group, Inc. (“Salem” “we,” “us,” “our” or the “company”) includes the company and all wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Information with respect to the three and six months ended June 30, 2015 and 2014 is unaudited. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the financial position, results of operations and cash flows of the company. The unaudited interim financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report for Salem filed on Form 10-K for the year ended December 31, 2014. Our results are subject to seasonal fluctuations. Therefore, the results of operations for the interim periods presented are not necessarily indicative of the results of operations for the full year. The balance sheet at December 31, 2014 included in this report has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by GAAP. Description of Business Salem is a domestic multi-media company with integrated operations including radio broadcasting, digital media, and publishing. Effective as of February 19, 2015, we changed our name from Salem Communications Corporation to Salem Media Group, Inc. Salem was formed in 1986 as a California corporation and was reincorporated in Delaware in 1999. Our content is intended for audiences interested in Christian and family-themed programming and conservative news talk. We maintain a website at www.salemmedia.com. 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”) and Salem Media Representatives (“SMR”). 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 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 and Eagle Wellness and Gene Smart Wellness, On January 10, 2014, we acquired which resulted in 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 ® ™ , Singing News ® , FaithTalk Magazine ™ , Preaching Magazine ™. Townhall Magazine ™ 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, 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 June 30, 2015 , we did not consolidate any entities with which we entered into LMAs or TBAs under the guidance in FASB ASC Topic 810. 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 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. Refer to Note 17 – Segment Data for additional information. |
IMPAIRMENT OF GOODWILL AND OTHE
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2015 | |
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 Approximately 71 June 30, 2015 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 Intangibles – Goodwill and Other 94 6 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, June 30, 2015 . |
IMPAIRMENT OF LONG-LIVED ASSETS
IMPAIRMENT OF LONG-LIVED ASSETS | 6 Months Ended |
Jun. 30, 2015 | |
IMPAIRMENT OF LONG-LIVED ASSETS [Abstract] | |
IMPAIRMENT OF LONG-LIVED ASSETS | NOTE 3. IMPAIRMENT OF LONG-LIVED ASSETS We account for property and equipment in accordance with FASB ASC Topic 360-10, Property, Plant and Equipment June 30, 2015 . |
ACQUISITIONS AND RECENT TRANSAC
ACQUISITIONS AND RECENT TRANSACTIONS | 6 Months Ended |
Jun. 30, 2015 | |
ACQUISITIONS AND RECENT TRANSACTIONS [Abstract] | |
ACQUISITIONS AND RECENT TRANSACTIONS | NOTE 4. ACQUISITIONS AND RECENT TRANSACTIONS During the six months ending June 30, 2015, we completed or entered into the following transactions: Debt On January 30, 2015, we repaid $ 2.0 300.0 15,000 27,000 Equity On June 2, 2015 0.0650 1.7 June 30, 2015 June 16, 2015 On March 5, 2015 0.0650 1.6 March 31, 2015 March 17, 2015 Acquisitions On June 4, 2015, we acquired the Gene Smart Wellness e-commerce website for $ 0.1 On May 12, 2015, we completed the acquisition of radio station WPGP-AM (formerly WDDZ-AM) in Pittsburgh, Pennsylvania, for $ 1.0 5,400 On May 7, 2015, we completed the acquisition of radio station WDWD-AM in Atlanta, Georgia, for $ 2.8 5,200 On May 6, 2015, we acquired domain names, mobile applications and code functionality for the Daily Bible Devotion for $ 1.1 0.3 two 0.1 two 0.1 On April 7, 2015, we acquired land and real estate in Greenville, South Carolina, for $ 0.2 On March 27, 2015, we completed the acquisition of radio station WDYZ-AM in Orlando, Florida for $ 1.3 3,200 On February 6, 2015, we acquired the assets and assumed deferred subscription liabilities for Bryan Perry's Cash Machine and Bryan Perry's Premium Income financial publications (“Bryan Perry Newsletters”). We recorded the net assets acquired at their estimated fair value of $ 0.2 two 50 0.2 14,167 2,600 Throughout the six month period ending June 30, 2015, we acquired domain names and other assets associated with our digital media operating segment for approximately $ 0.1 A summary of our business acquisitions and asset purchases for the six months ended June 30, 2015, none of which were individually or in the aggregate material to our Condensed Consolidated financial position as of the respective date of acquisition, is as follows: Acquisition Date Description Total Cost (Dollars in thousands) June 4, 2015 Gene Smart Wellness (asset acquisition) 100 May 12, 2015 WPGP-AM (formerly WDDZ-AM), Pittsburgh, Pennsylvania (business acquisition) $ 1,000 May 7, 2015 WDWD-AM, Atlanta, Georgia (business acquisition) 2,750 May 6, 2015 Daily Bible Devotion (business acquisition) 1,242 April 7, 2015 Land and Studio Building, Greenville, South Carolina (asset purchase) 201 March 27, 2015 WDYZ-AM, Orlando, Florida (business acquisition) 1,300 February 6, 2015 Bryan Perry Newsletters (business acquisition) 158 Various Purchase of domain names and digital media assets (asset purchases) 122 $ 6,873 The operating results of our business acquisitions and asset purchases are included in our consolidated results of operations from their respective closing date or the date that we began operating them under an LMA or TBA. Under the acquisition method of accounting as specified in FASB ASC Topic 805, Business Combinations 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. We recognized costs associated with acquisitions of $ 0.2 0.3 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 estimated 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 six months ended June 30, 2015: Description Total Consideration (Dollars in thousands) Cash payments $ 6,508 Escrow deposits paid in prior years 65 Present value of estimated fair value contingent earn out consideration due 2016 176 Present value of estimated fair value contingent earn out consideration due 2017 124 Total purchase price consideration $ 6,873 The total acquisition consideration was allocated to the net assets acquired as follows: Net Broadcast Assets Acquired Net Digital Media Net Assets (Dollars in thousands) Assets Property and equipment $ 3,823 $ 361 $ 4,184 Broadcast licenses 1,414 — 1,414 Goodwill 14 118 132 Customer lists and contracts — 15 15 Domain and brand names — 404 404 Subscriber base and lists — 1,122 1,122 Non-compete agreements — 49 49 Liabilities Deferred revenues — (447 ) (447 ) $ 5,251 $ 1,622 $ 6,873 Pending Transactions On June 2, 2015 1.5 On May 22, 2015 0.5 the third quarter of 2015. On May 22, 2015 3.0 the third quarter of 2015. On April 1, 2015 1.5 |
CONTINGENT EARN-OUT CONSIDERATI
CONTINGENT EARN-OUT CONSIDERATION | 6 Months Ended |
Jun. 30, 2015 | |
CONTINGENT EARN-OUT CONSIDERATION [Abstract] | |
CONTINGENT EARN-OUT CONSIDERATION | NOTE 5. CONTINGENT EARN-OUT 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 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 14 to our condensed consolidated financial statements On May 6, 2015 1.1 .03 two 0.1 two On February 6, 2015, we recorded an estimate of contingent earn-out consideration payable upon the realization of subscription revenue from our acquisition of the Bryan Perry Newsletters over a two 171,000 158,000 June 30, 2015 . On January 10, 2014, we recorded an estimate of contingent earn-out consideration payable upon achievement of certain revenue benchmarks over a three 8.5 2.0 0.4 22,000 June 30, 2015 . 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 over the remaining earn-out period of 1.5 June 30, 2015 , we have paid Eagle of $ 0.9 of amounts earned under the contingent consideration arrangement 6.0 1.7 June 30, 2015 . On December 10, 2013, we recorded an estimate of contingent earn-out consideration payable upon achievement of page view milestones over a two 1.2 0.6 0.1 0.2 June 30, 2015 . The change reflects actual page views for the current year that are below those estimated at the time of our projections. We will continue to review our estimates over the remaining 0.5 June 30, 2015 , we have paid $ 0.6 0.7 0.2 June 30, 2015 . Any changes in the estimated fair value of the contingent earn-out consideration, up to the contracted amount as applicable, 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 three and six months ended June 30, 2015 : Three Months ending June 30, 2015 Short-Term Long-Term Accrued Expenses Other Liabilities Total (Dollars in thousands) Beginning Balance as of April 1, 2015 $ 2,251 $ 1,035 $ 3,286 Acquisitions 88 54 142 Accretion of acquisition-related contingent consideration 21 11 32 Change in the estimated fair value of contingent earn-out consideration (293 ) (14 ) (307 ) Reclassification of payments due in next 12 months to short-term — — — Payments (877 ) — (877 ) Ending Balance as of June 30, 2015 $ 1,190 $ 1,086 $ 2,276 Six Months ending June 30, 2015 Short-Term Accrued Expenses Long-Term Other Liabilities Total (Dollars in thousands) Beginning Balance as of January 1, 2015 $ 1,575 $ 1,710 $ 3,285 Acquisitions 176 124 300 Accretion of acquisition-related contingent consideration 31 26 57 Change in the estimated fair value of contingent earn-out consideration (213 ) 24 (189 ) Reclassification of payments due in next 12 months to short-term 798 (798 ) — Payments (1,177 ) — (1,177 ) Ending Balance as of June 30, 2015 $ 1,190 $ 1,086 $ 2,276 |
STOCK INCENTIVE PLAN
STOCK INCENTIVE PLAN | 6 Months Ended |
Jun. 30, 2015 | |
STOCK INCENTIVE PLAN [Abstract] | |
STOCK INCENTIVE PLAN | NOTE 6. STOCK INCENTIVE PLAN The company has one 5,000,000 four five Compensation—Stock Compensation The following table reflects the components of stock-based compensation expense recognized in the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2014 and 2015: Three Months Ended June 30, Six Months Ended June 30, 2014 2015 2014 2015 (Dollars in thousands) Stock option compensation expense included in corporate expenses $ 215 $ 88 $ 620 $ 316 Restricted stock awards compensation expense included in corporate expenses — 14 — 15 Stock option compensation expense included in broadcast operating expenses 64 25 189 77 Stock option compensation expense included in digital media operating expenses 36 19 94 55 Stock option compensation expense included in publishing operating expenses 14 10 29 24 Total stock-based compensation expense, pre-tax $ 329 $ 156 $ 932 $ 487 Tax provision for stock-based compensation expense (132 ) (63 ) (373 ) (195 ) Total stock-based compensation expense, net of tax $ 197 $ 93 $ 559 $ 292 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 of restricted stock. The expected volatility reflects the consideration of the historical volatility of our stock as determined by the closing price over a six ten 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 three and six months ended June 30, 2014 and 2015: Three Months Ended June 30, Six Months Ended June 30, 2014 2015 2014 2015 Expected volatility 67.08 % n/a 74.98 % 52.37 % Expected dividends 2.82 % n/a 2.70 % 4.28 % Expected term (in years) 8.0 n/a 7.8 3.0 Risk-free interest rate 2.21 % n/a 2.27 % 0.85 % Stock option information with respect to the company's stock-based equity plans during the six months ended June 30, 2015 is as follows: Options Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value) Outstanding at January 1, 2015 1,816,204 $ 4.88 $ 3.39 4.8 $ 5,718 Granted 10,000 6.08 1.98 Exercised (137,708 ) 2.16 1.31 Forfeited or expired (54,462 ) 12.15 8.05 Outstanding at June 30, 2015 1,634,034 $ 4.87 $ 3.40 4.7 $ 2,979 Exercisable at June 30, 2015 885,859 $ 5.22 $ 3.72 3.6 $ 1,365 Expected to Vest 710,395 $ 4.46 $ 3.01 6.0 $ 1,532 The aggregate intrinsic value represents the difference between the company's closing stock price on June 30, 2015 of $ 6.33 1.5 1.3 Non-employee directors of the company have been awarded restricted stock awards that vest one 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. Information regarding the company's restricted stock awards during the six months ended June 30, 2015 is as follows: Restricted Stock Awards Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value) Outstanding at January 1, 2015 — $ — $ — Granted 10,000 5.83 1.0 63 Vested — — Forfeited — — Unvested outstanding at June 30, 2015 10,000 $ 5.83 0.7 $ 63 As of June 30, 2015, there was $ 0.6 This cost is expected to be recognized over a weighted average period of 1.24 |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 6 Months Ended |
Jun. 30, 2015 | |
RECENT ACCOUNTING PRONOUNCEMENTS [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 7. 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 that are not listed below were assessed and determined to be not applicable to our financial position, results of operations, cash flows, or presentation thereof. In June 2015, the FASB issued ASU 2015-10, Technical Corrections and Improvements, which covers a wide range of Topics in the Codification. The amendments in this ASU represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost on most entities. As the objectives of this standard are to clarify the Codification; correct unintended application of guidance, eliminate inconsistencies, and to improve the codification's presentation of guidance, the adoption of this standard is not expected to impact our financial position, results of operations, cash flows, or presentation thereof. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entities Ability to Continue as a Going Concern In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, 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 |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2015 | |
EQUITY TRANSACTIONS [Abstract] | |
EQUITY TRANSACTIONS | NOTE 8. EQUITY TRANSACTIONS We account for stock-based compensation expense in accordance with FASB ASC Topic 718, Compensation-Stock Compensation 0.2 0.5 0.3 0.9 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 measure defined in Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations included with this quarterly report. The following table shows distributions that have been declared and paid since January 1, 2014: Announcement Date Payment Date Amount Per Share Cash Distributed ( Dollars in thousands June 2, 2015 June 30, 2015 $ 0.0650 $ 1,654 March 5, 2015 March 31, 2015 $ 0.0650 1,647 December 2, 2014 December 29, 2014 $ 0.0650 1,646 September 2, 2014 September 30, 2014 $ 0.0625 1,579 May 27, 2014 June 30, 2014 $ 0.0600 1,514 March 6, 2014 March 31, 2014 $ 0.0575 1,444 Based on the number of shares of Class A and Class B currently outstanding, and the currently approved distribution amount, we expect to pay total annual distributions of approximately $ 6.6 |
NOTES PAYABLE AND LONG-TERM DEB
NOTES PAYABLE AND LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2015 | |
NOTES PAYABLE AND LONG-TERM DEBT [Abstract] | |
NOTES PAYABLE AND LONG-TERM DEBT | NOTE 9. 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 25.0 298.5 48,000 94,000 47,000 93,000 27,000 The Term Loan B has a term of seven 60.0 750,000 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) January 30, 2015 $ 2,000 $ 15 December 31, 2014 4,000 16 November 28, 2014 4,000 15 September 29, 2014 5,000 18 March 31, 2014 2,250 8 December 30, 2013 750 3 September 30, 2013 4,000 16 June 28, 2013 4,000 14 The Revolver has a term of five Borrowings under the Term Loan B may be made at LIBOR (subject to a floor of 1.00 3.50 2.50 2.00 5.04 Revolver Pricing Pricing Level Consolidated Leverage Ratio Base Rate Loans LIBOR Loans 1 Less than 3.00 1.250 % 2.250 % 2 Greater than or equal to 3.00 to 1.00 but less than 4.00 1.500 % 2.500 % 3 Greater than or equal to 4.00 to 1.00 but less than 5.00 1.750 % 2.750 % 4 Greater than or equal to 5.00 to 1.00 but less than 6.00 2.000 % 3.000 % 5 Greater than or equal to 6.00 to 1.00 2.500 % 3.500 % 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 2.50 6.75 5.75 5.39 6.25 3.30 2.25 Other Debt We have several capital leases related to office equipment. The obligation recorded at December 31, 2014 and June 30, 2015 represents the present value of future commitments under the capital lease agreements. Summary of long-term debt obligations Long-term debt consisted of the following: As of December 31, 2014 As of June 30, 2015 (Dollars in thousands) Term Loan B $ 274,933 $ 273,041 Revolver 1,784 4,468 Capital leases and other loans 788 730 277,505 278,239 Less current portion (1,898 ) (5,327 ) $ 275,607 $ 272,912 In addition to the outstanding amounts listed above, we also have interest payments related to our long-term debt as follows as of June 30, 2015: • Outstanding borrowings of $ 274.0 3.50 2.50 • Outstanding borrowings of $ 4.5 3.00 2.00 • Commitment fees of 0.50 Maturities of Long-Term Debt Principal repayment requirements under all long-term debt agreements outstanding at June 30, 2015 for each of the next five years and thereafter are as follows: Amount For the Twelve Months Ended June 30, (Dollars in thousands) 2016 $ 5,327 2017 3,109 2018 3,112 2019 3,102 2020 3,103 Thereafter 260,486 $ 278,239 |
DEFERRED FINANCING COSTS
DEFERRED FINANCING COSTS | 6 Months Ended |
Jun. 30, 2015 | |
DEFERRED FINANCING COSTS [Abstract] | |
Deferred Financing Costs [Text Block] | NOTE 10. DEFERRED FINANCING COSTS Deferred financing costs consist of bank loan fees incurred upon entering our Term Loan B and Revolver as of March 14, 2013. The costs are being amortized over the seven five 27,000 3.2 2.8 |
AMORTIZABLE INTANGIBLE ASSETS
AMORTIZABLE INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2015 | |
AMORTIZABLE INTANGIBLE ASSETS [Abstract] | |
AMORTIZABLE INTANGIBLE ASSETS | NOTE 11. AMORTIZABLE INTANGIBLE ASSETS The following tables provide details, by major category, of the significant classes of amortizable intangible assets: As of June 30, 2015 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 19,925 $ (17,824 ) $ 2,101 Domain and brand names 15,871 (10,458 ) 5,413 Favorable and assigned leases 2,379 (1,842 ) 537 Subscriber base and lists 5,424 (3,142 ) 2,282 Author relationships 2,245 (1,451 ) 794 Non-compete agreements 937 (721 ) 216 Other amortizable intangible assets 1,336 (1,336 ) — $ 48,117 $ (36,774 ) $ 11,343 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 Based on the amortizable intangible assets as of June 30 2015, we estimate amortization expense for the next five years to be as follows: Year Ending December 31, Amortization Expense (Dollars in thousands) 2015 (July – Dec) $ 2,463 2016 3,266 2017 1,862 2018 1,632 2019 1,228 Thereafter 892 Total $ 11,343 |
BASIC AND DILUTED NET EARNINGS
BASIC AND DILUTED NET EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2015 | |
BASIC AND DILUTED NET EARNINGS PER SHARE [Abstract] | |
BASIC AND DILUTED NET EARNINGS PER SHARE | NOTE 12. BASIC AND DILUTED NET EARNINGS PER SHARE Basic net earnings per share is 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 1,913,958 1,634,034 777,904 400,366 |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 6 Months Ended |
Jun. 30, 2015 | |
DERIVATIVE INSTRUMENTS [Abstract] | |
DERIVATIVE INSTRUMENTS | NOTE 13. 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, 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 0.625 March 28, 2019 1.645 0.5 As of December 31, 2014 As of June 30, 2015 (Dollars in thousands) Fair value of interest rate swap asset (liability) $ 475 $ (501 ) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2015 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 14. FAIR VALUE MEASUREMENTS FASB ASC Topic 820, Fair Value Measurements and Disclosures, 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 June 30, 2015, 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: June 30, 2015 Total Fair Value and Carrying Value Fair Value Measurement Category on Balance Sheet Level 1 Level 2 Level 3 (Dollars in thousands) Assets: Cash and cash equivalents $ 192 $ 192 $ — $ — Trade accounts receivable, net 34,842 34,842 — — Liabilities: Accounts payable 4,587 4,587 — — Accrued expenses including estimated fair value of contingent earn-out consideration 11,920 10,730 — 1,190 Accrued interest 49 49 — — Long term liabilities including estimated fair value of contingent earn-out consideration 1,115 29 — 1,086 Long-term debt 278,239 278,239 — — Fair value of interest rate swap 501 — 501 — |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2015 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 15. INCOME TAXES We account for income taxes in accordance with FASB ASC Topic 740, Income Taxes. We recorded no adjustments to our unrecognized tax benefits as of June 30, 2015 and 2014. At December 31, 2014, we had $ 0.5 0.02 0.02 0.4 Valuation Allowance (Deferred Taxes) For financial reporting purposes, we recorded a valuation allowance of $ 3.0 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2015 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 16. 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 also records contingent earn-out consideration representing the estimated fair value of future liabilities associated with acquisitions that may have additional payments due upon the achievement of certain performance targets. The fair value of the contingent earn-out consideration is estimated as of the acquisition date as the present value of the expected contingent payments as determined using weighted probabilities of the expected payment amounts. 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. |
SEGMENT DATA
SEGMENT DATA | 6 Months Ended |
Jun. 30, 2015 | |
SEGMENT DATA [Abstract] | |
SEGMENT DATA | NOTE 17. SEGMENT DATA FASB ASC Topic 280, Segment Reporting two ur 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. three operating segments: (1) Broadcast, (2) Digital Media, and (3) Publishing. We changed the composition of our operating s Our operating segments reflect how our 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. composition of our operating s Broadcast Digital Media Publishing Unallocated Consolidated (Dollars in thousands) Three Months Ended June 30, 2015 Net revenue $ 49,060 $ 11,499 $ 6,734 $ — $ 67,293 Operating expenses 35,187 8,767 6,469 3,518 53,941 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets $ 13,873 $ 2,732 $ 265 $ (3,518 ) $ 13,352 Depreciation 1,889 782 167 222 3,060 Amortization 23 1,156 135 1 1,315 Change in the estimated fair value of contingent earn-out consideration — (244 ) (63 ) — (307 ) Loss on disposal of assets 30 — — — 30 Net operating income (loss) $ 11,931 $ 1,038 $ 26 $ (3,741 ) $ 9,254 Three Months Ended June 30, 2014 Net revenue $ 49,129 $ 12,319 $ 7,189 $ — $ 68,637 Operating expenses 35,815 9,270 6,809 3,976 55,870 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets $ 13,314 $ 3,049 $ 380 $ (3,976 ) $ 12,767 Depreciation 1,995 761 133 278 3,167 Amortization 24 1,202 303 — 1,529 Change in the estimated fair value of contingent earn-out consideration — 90 152 — 242 Loss on disposal of assets 338 — — — 338 Net operating income (loss) $ 10,957 $ 996 $ (208 ) $ (4,254 ) $ 7,491 Broadcast Digital Media Publishing Unallocated Consolidated (Dollars in thousands) Six Months Ended June 30, 2015 Net revenue $ 95,599 $ 22,290 $ 11,260 $ — $ 129,149 Operating expenses 69,104 17,767 10,966 7,509 105,346 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets $ 26,495 $ 4,523 $ 294 $ (7,509 ) $ 23,803 Depreciation 3,840 1,558 335 499 6,232 Amortization 46 2,326 271 1 2,644 Change in the estimated fair value of contingent earn-out consideration — (211 ) 22 — (189 ) (Gain) loss on disposal of assets 159 — (1 ) 1 159 Net operating income (loss) $ 22,450 $ 850 $ (333 ) $ (8,010 ) $ 14,957 Six Months Ended June 30, 2014 Net revenue $ 95,898 $ 23,631 $ 11,452 $ — $ 130,981 Operating expenses 69,161 18,120 11,815 9,040 108,136 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets $ 26,737 $ 5,511 $ (363 ) $ (9,040 ) $ 22,845 Depreciation 3,983 1,514 234 565 6,296 Amortization 52 2,480 605 — 3,137 Change in the estimated fair value of contingent earn-out consideration — 217 152 — 369 Loss on disposal of assets 221 — — — 221 Net operating income (loss) $ 22,481 $ 1,300 $ (1,354 ) $ (9,605 ) $ 12,822 Broadcast Digital Media Publishing Unallocated Consolidated (Dollars in thousands) As of June 30, 2015 Inventories, net $ — $ 402 $ 456 $ — $ 858 Property and equipment, net 84,616 7,180 1,830 8,217 101,843 Broadcast licenses 387,367 — — — 387,367 Goodwill 3,969 19,795 1,044 8 24,816 Other indefinite-lived intangible assets — — 833 — 833 Amortizable intangible assets, net 537 9,148 1,656 2 11,343 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 The table below presents financial information for each operating segment as of June 30, 2014 with a comparison of the results under the prior composition of our operating s Three Months Ended June 30, 2014 Six Months Ended June 30, 2014 As Reported (1) As Updated As Reported (1) As Updated New (Dollars in thousands) Net Revenue by Segment: Net broadcast revenue $ 47,855 $ 49,129 $ 93,431 $ 95,898 Net digital media revenue 14,390 12,319 27,300 23,631 Net publishing revenue 6,392 7,189 10,250 11,452 Total net revenue $ 68,637 $ 68,637 $ 130,981 $ 130,981 Operating expenses by segment: Broadcast operating expenses $ 33,910 $ 35,815 $ 65,099 $ 69,161 Digital media operating expenses 10,063 9,270 19,891 18,120 Publishing operating expenses 6,439 6,809 10,858 11,815 Unallocated corporate expenses 5,458 3,976 12,288 9,040 $ 55,870 $ 55,870 $ 108,136 $ 108,136 Net operating income before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets $ 7,491 $ 7,491 $ 12,822 $ 12,822 (1) Includes the reclassification of $ 11,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2015 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18. SUBSEQUENT EVENTS On July 1, 2015 1.0 Subsequent events reflect all applicable transactions through the date of the filing. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
BASIS OF PRESENTATION [Abstract] | |
Description of Business | Description of Business Salem is a domestic multi-media company with integrated operations including radio broadcasting, digital media, and publishing. Effective as of February 19, 2015, we changed our name from Salem Communications Corporation to Salem Media Group, Inc. Salem was formed in 1986 as a California corporation and was reincorporated in Delaware in 1999. Our content is intended for audiences interested in Christian and family-themed programming and conservative news talk. We maintain a website at www.salemmedia.com. 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”) and Salem Media Representatives (“SMR”). 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 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 and Eagle Wellness and Gene Smart Wellness, On January 10, 2014, we acquired which resulted in 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 ® ™ , Singing News ® , FaithTalk Magazine ™ , Preaching Magazine ™. Townhall Magazine ™ |
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, 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 June 30, 2015 , we did not consolidate any entities with which we entered into LMAs or TBAs under the guidance in FASB ASC Topic 810. |
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 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. Refer to Note 17 – Segment Data for additional information. |
ACQUISITIONS AND RECENT TRANS26
ACQUISITIONS AND RECENT TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Summary of Business Acquisitions and Asset Purchased | Acquisition Date Description Total Cost (Dollars in thousands) June 4, 2015 Gene Smart Wellness (asset acquisition) 100 May 12, 2015 WPGP-AM (formerly WDDZ-AM), Pittsburgh, Pennsylvania (business acquisition) $ 1,000 May 7, 2015 WDWD-AM, Atlanta, Georgia (business acquisition) 2,750 May 6, 2015 Daily Bible Devotion (business acquisition) 1,242 April 7, 2015 Land and Studio Building, Greenville, South Carolina (asset purchase) 201 March 27, 2015 WDYZ-AM, Orlando, Florida (business acquisition) 1,300 February 6, 2015 Bryan Perry Newsletters (business acquisition) 158 Various Purchase of domain names and digital media assets (asset purchases) 122 $ 6,873 |
Summary of Total Acquisition Consideration | Description Total Consideration (Dollars in thousands) Cash payments $ 6,508 Escrow deposits paid in prior years 65 Present value of estimated fair value contingent earn out consideration due 2016 176 Present value of estimated fair value contingent earn out consideration due 2017 124 Total purchase price consideration $ 6,873 |
Total Acquisition Consideration Allocated | Net Broadcast Assets Acquired Net Digital Media Net Assets (Dollars in thousands) Assets Property and equipment $ 3,823 $ 361 $ 4,184 Broadcast licenses 1,414 — 1,414 Goodwill 14 118 132 Customer lists and contracts — 15 15 Domain and brand names — 404 404 Subscriber base and lists — 1,122 1,122 Non-compete agreements — 49 49 Liabilities Deferred revenues — (447 ) (447 ) $ 5,251 $ 1,622 $ 6,873 |
CONTINGENT EARN-OUT CONSIDERA27
CONTINGENT EARN-OUT CONSIDERATION (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
CONTINGENT EARN-OUT CONSIDERATION [Abstract] | |
Schedule of changes in present value of acquisition related contingent earn-out consideration | Three Months ending June 30, 2015 Short-Term Long-Term Accrued Expenses Other Liabilities Total (Dollars in thousands) Beginning Balance as of April 1, 2015 $ 2,251 $ 1,035 $ 3,286 Acquisitions 88 54 142 Accretion of acquisition-related contingent consideration 21 11 32 Change in the estimated fair value of contingent earn-out consideration (293 ) (14 ) (307 ) Reclassification of payments due in next 12 months to short-term — — — Payments (877 ) — (877 ) Ending Balance as of June 30, 2015 $ 1,190 $ 1,086 $ 2,276 Six Months ending June 30, 2015 Short-Term Accrued Expenses Long-Term Other Liabilities Total (Dollars in thousands) Beginning Balance as of January 1, 2015 $ 1,575 $ 1,710 $ 3,285 Acquisitions 176 124 300 Accretion of acquisition-related contingent consideration 31 26 57 Change in the estimated fair value of contingent earn-out consideration (213 ) 24 (189 ) Reclassification of payments due in next 12 months to short-term 798 (798 ) — Payments (1,177 ) — (1,177 ) Ending Balance as of June 30, 2015 $ 1,190 $ 1,086 $ 2,276 |
STOCK INCENTIVE PLAN (Tables)
STOCK INCENTIVE PLAN (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
STOCK INCENTIVE PLAN [Abstract] | |
Schedule of Stock-Based Compensation Expense Recognized | Three Months Ended June 30, Six Months Ended June 30, 2014 2015 2014 2015 (Dollars in thousands) Stock option compensation expense included in corporate expenses $ 215 $ 88 $ 620 $ 316 Restricted stock awards compensation expense included in corporate expenses — 14 — 15 Stock option compensation expense included in broadcast operating expenses 64 25 189 77 Stock option compensation expense included in digital media operating expenses 36 19 94 55 Stock option compensation expense included in publishing operating expenses 14 10 29 24 Total stock-based compensation expense, pre-tax $ 329 $ 156 $ 932 $ 487 Tax provision for stock-based compensation expense (132 ) (63 ) (373 ) (195 ) Total stock-based compensation expense, net of tax $ 197 $ 93 $ 559 $ 292 |
Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Valuation Model | Three Months Ended June 30, Six Months Ended June 30, 2014 2015 2014 2015 Expected volatility 67.08 % n/a 74.98 % 52.37 % Expected dividends 2.82 % n/a 2.70 % 4.28 % Expected term (in years) 8.0 n/a 7.8 3.0 Risk-free interest rate 2.21 % n/a 2.27 % 0.85 % |
Schedule of Stock Option Activity | Options Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value) Outstanding at January 1, 2015 1,816,204 $ 4.88 $ 3.39 4.8 $ 5,718 Granted 10,000 6.08 1.98 Exercised (137,708 ) 2.16 1.31 Forfeited or expired (54,462 ) 12.15 8.05 Outstanding at June 30, 2015 1,634,034 $ 4.87 $ 3.40 4.7 $ 2,979 Exercisable at June 30, 2015 885,859 $ 5.22 $ 3.72 3.6 $ 1,365 Expected to Vest 710,395 $ 4.46 $ 3.01 6.0 $ 1,532 |
Schedule of Information Regarding Restricted Stock Activity | Restricted Stock Awards Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value) Outstanding at January 1, 2015 — $ — $ — Granted 10,000 5.83 1.0 63 Vested — — Forfeited — — Unvested outstanding at June 30, 2015 10,000 $ 5.83 0.7 $ 63 |
EQUITY TRANSACTIONS (Tables)
EQUITY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
EQUITY TRANSACTIONS [Abstract] | |
Schedule of Cash Distributions Declared and Paid | Announcement Date Payment Date Amount Per Share Cash Distributed ( Dollars in thousands June 2, 2015 June 30, 2015 $ 0.0650 $ 1,654 March 5, 2015 March 31, 2015 $ 0.0650 1,647 December 2, 2014 December 29, 2014 $ 0.0650 1,646 September 2, 2014 September 30, 2014 $ 0.0625 1,579 May 27, 2014 June 30, 2014 $ 0.0600 1,514 March 6, 2014 March 31, 2014 $ 0.0575 1,444 |
NOTES PAYABLE AND LONG-TERM D30
NOTES PAYABLE AND LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Long-Term Debt | As of December 31, 2014 As of June 30, 2015 (Dollars in thousands) Term Loan B $ 274,933 $ 273,041 Revolver 1,784 4,468 Capital leases and other loans 788 730 277,505 278,239 Less current portion (1,898 ) (5,327 ) $ 275,607 $ 272,912 |
Principle Repayment Requirements Under Long Term Agreements Outstanding | Amount For the Twelve Months Ended June 30, (Dollars in thousands) 2016 $ 5,327 2017 3,109 2018 3,112 2019 3,102 2020 3,103 Thereafter 260,486 $ 278,239 |
Term Loan B [Member] | |
Repayments of Term Loan B | Date Principal Paid Unamortized Discount (Dollars in Thousands) January 30, 2015 $ 2,000 $ 15 December 31, 2014 4,000 16 November 28, 2014 4,000 15 September 29, 2014 5,000 18 March 31, 2014 2,250 8 December 30, 2013 750 3 September 30, 2013 4,000 16 June 28, 2013 4,000 14 |
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 1.250 % 2.250 % 2 Greater than or equal to 3.00 to 1.00 but less than 4.00 1.500 % 2.500 % 3 Greater than or equal to 4.00 to 1.00 but less than 5.00 1.750 % 2.750 % 4 Greater than or equal to 5.00 to 1.00 but less than 6.00 2.000 % 3.000 % 5 Greater than or equal to 6.00 to 1.00 2.500 % 3.500 % |
AMORTIZABLE INTANGIBLE ASSETS (
AMORTIZABLE INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
AMORTIZABLE INTANGIBLE ASSETS [Abstract] | |
Summary of Significant Classes of Amortizable Intangible Assets | As of June 30, 2015 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 19,925 $ (17,824 ) $ 2,101 Domain and brand names 15,871 (10,458 ) 5,413 Favorable and assigned leases 2,379 (1,842 ) 537 Subscriber base and lists 5,424 (3,142 ) 2,282 Author relationships 2,245 (1,451 ) 794 Non-compete agreements 937 (721 ) 216 Other amortizable intangible assets 1,336 (1,336 ) — $ 48,117 $ (36,774 ) $ 11,343 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 |
Amortizable Intangible Assets, Estimate Amortization Expense | Year Ending December 31, Amortization Expense (Dollars in thousands) 2015 (July – Dec) $ 2,463 2016 3,266 2017 1,862 2018 1,632 2019 1,228 Thereafter 892 Total $ 11,343 |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
DERIVATIVE INSTRUMENTS [Abstract] | |
Schedule of fair value of interest rate swap | As of December 31, 2014 As of June 30, 2015 (Dollars in thousands) Fair value of interest rate swap asset (liability) $ 475 $ (501 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair Value of Financial Assets Measured at Fair Value | June 30, 2015 Total Fair Value and Carrying Value Fair Value Measurement Category on Balance Sheet Level 1 Level 2 Level 3 (Dollars in thousands) Assets: Cash and cash equivalents $ 192 $ 192 $ — $ — Trade accounts receivable, net 34,842 34,842 — — Liabilities: Accounts payable 4,587 4,587 — — Accrued expenses including estimated fair value of contingent earn-out consideration 11,920 10,730 — 1,190 Accrued interest 49 49 — — Long term liabilities including estimated fair value of contingent earn-out consideration 1,115 29 — 1,086 Long-term debt 278,239 278,239 — — Fair value of interest rate swap 501 — 501 — |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
SEGMENT DATA [Abstract] | |
Schedule of Segment Data | Broadcast Digital Media Publishing Unallocated Consolidated (Dollars in thousands) Three Months Ended June 30, 2015 Net revenue $ 49,060 $ 11,499 $ 6,734 $ — $ 67,293 Operating expenses 35,187 8,767 6,469 3,518 53,941 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets $ 13,873 $ 2,732 $ 265 $ (3,518 ) $ 13,352 Depreciation 1,889 782 167 222 3,060 Amortization 23 1,156 135 1 1,315 Change in the estimated fair value of contingent earn-out consideration — (244 ) (63 ) — (307 ) Loss on disposal of assets 30 — — — 30 Net operating income (loss) $ 11,931 $ 1,038 $ 26 $ (3,741 ) $ 9,254 Three Months Ended June 30, 2014 Net revenue $ 49,129 $ 12,319 $ 7,189 $ — $ 68,637 Operating expenses 35,815 9,270 6,809 3,976 55,870 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets $ 13,314 $ 3,049 $ 380 $ (3,976 ) $ 12,767 Depreciation 1,995 761 133 278 3,167 Amortization 24 1,202 303 — 1,529 Change in the estimated fair value of contingent earn-out consideration — 90 152 — 242 Loss on disposal of assets 338 — — — 338 Net operating income (loss) $ 10,957 $ 996 $ (208 ) $ (4,254 ) $ 7,491 Broadcast Digital Media Publishing Unallocated Consolidated (Dollars in thousands) Six Months Ended June 30, 2015 Net revenue $ 95,599 $ 22,290 $ 11,260 $ — $ 129,149 Operating expenses 69,104 17,767 10,966 7,509 105,346 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets $ 26,495 $ 4,523 $ 294 $ (7,509 ) $ 23,803 Depreciation 3,840 1,558 335 499 6,232 Amortization 46 2,326 271 1 2,644 Change in the estimated fair value of contingent earn-out consideration — (211 ) 22 — (189 ) (Gain) loss on disposal of assets 159 — (1 ) 1 159 Net operating income (loss) $ 22,450 $ 850 $ (333 ) $ (8,010 ) $ 14,957 Six Months Ended June 30, 2014 Net revenue $ 95,898 $ 23,631 $ 11,452 $ — $ 130,981 Operating expenses 69,161 18,120 11,815 9,040 108,136 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets $ 26,737 $ 5,511 $ (363 ) $ (9,040 ) $ 22,845 Depreciation 3,983 1,514 234 565 6,296 Amortization 52 2,480 605 — 3,137 Change in the estimated fair value of contingent earn-out consideration — 217 152 — 369 Loss on disposal of assets 221 — — — 221 Net operating income (loss) $ 22,481 $ 1,300 $ (1,354 ) $ (9,605 ) $ 12,822 Broadcast Digital Media Publishing Unallocated Consolidated (Dollars in thousands) As of June 30, 2015 Inventories, net $ — $ 402 $ 456 $ — $ 858 Property and equipment, net 84,616 7,180 1,830 8,217 101,843 Broadcast licenses 387,367 — — — 387,367 Goodwill 3,969 19,795 1,044 8 24,816 Other indefinite-lived intangible assets — — 833 — 833 Amortizable intangible assets, net 537 9,148 1,656 2 11,343 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 |
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 | Three Months Ended June 30, 2014 Six Months Ended June 30, 2014 As Reported (1) As Updated As Reported (1) As Updated New (Dollars in thousands) Net Revenue by Segment: Net broadcast revenue $ 47,855 $ 49,129 $ 93,431 $ 95,898 Net digital media revenue 14,390 12,319 27,300 23,631 Net publishing revenue 6,392 7,189 10,250 11,452 Total net revenue $ 68,637 $ 68,637 $ 130,981 $ 130,981 Operating expenses by segment: Broadcast operating expenses $ 33,910 $ 35,815 $ 65,099 $ 69,161 Digital media operating expenses 10,063 9,270 19,891 18,120 Publishing operating expenses 6,439 6,809 10,858 11,815 Unallocated corporate expenses 5,458 3,976 12,288 9,040 $ 55,870 $ 55,870 $ 108,136 $ 108,136 Net operating income before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets $ 7,491 $ 7,491 $ 12,822 $ 12,822 (1) Includes the reclassification of $ 11,000 |
BASIS OF PRESENTATION (Details)
BASIS OF PRESENTATION (Details) | 6 Months Ended |
Jun. 30, 2015item | |
Salem Media Representatives [Member] | |
Schedule Of Significant Accounting Policies [Line Items] | |
Number of U.S. cities in which entity is having offices | 11 |
IMPAIRMENT OF GOODWILL AND OT36
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS (Narrative) (Details) - 6 months ended Jun. 30, 2015 - USD ($) | Total |
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 | $ 0 |
Broadcast licenses [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Percentage of indefinite-lived intangible assets | 94.00% |
Mastheads [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Percentage of indefinite-lived intangible assets | 6.00% |
IMPAIRMENT OF LONG-LIVED ASSE37
IMPAIRMENT OF LONG-LIVED ASSETS (Details) | 6 Months Ended |
Jun. 30, 2015USD ($) | |
IMPAIRMENT OF LONG-LIVED ASSETS [Abstract] | |
Impairment of long-lived assets | $ 0 |
ACQUISITIONS AND RECENT TRANS38
ACQUISITIONS AND RECENT TRANSACTIONS (Narrative) (Details) - Subsequent Event Type [Domain] - Scenario Unspecified [Domain] - USD ($) | Jun. 30, 2015 | Jun. 04, 2015 | Jun. 02, 2015 | May. 22, 2015 | May. 12, 2015 | May. 07, 2015 | May. 06, 2015 | Apr. 07, 2015 | Apr. 02, 2015 | Mar. 31, 2015 | Mar. 27, 2015 | Mar. 05, 2015 | Feb. 06, 2015 | Jan. 30, 2015 | Dec. 31, 2014 | Nov. 28, 2014 | Sep. 29, 2014 | Mar. 31, 2014 | Dec. 30, 2013 | Sep. 30, 2013 | Jun. 28, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Feb. 20, 2015 | Jan. 10, 2014 | Dec. 10, 2013 |
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||||||
Loss on early retirement of long-term debt | $ (41,000) | $ (8,000) | ||||||||||||||||||||||||||
Amortization of bond issue costs and bank loan fees | 314,000 | 344,000 | ||||||||||||||||||||||||||
Class A and Class B common stock, dividend paid | 3,301,000 | 2,958,000 | ||||||||||||||||||||||||||
Purchase price | 6,873,000 | |||||||||||||||||||||||||||
Goodwill | $ 24,816,000 | $ 24,684,000 | $ 24,816,000 | 24,816,000 | ||||||||||||||||||||||||
Acquisition-related expenses | 200,000 | $ 300,000 | ||||||||||||||||||||||||||
Cash paid toward the contingent earn-out consideration | (877,000) | (1,177,000) | ||||||||||||||||||||||||||
Cash paid to acquire land in Greenville, South Carolina | $ 200,000 | |||||||||||||||||||||||||||
Term Loan B [Member] | ||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||||||
Repayment of Term Loan B | $ 2,000,000 | $ 4,000,000 | $ 4,000,000 | $ 5,000,000 | $ 2,250,000 | $ 750,000 | $ 4,000,000 | $ 4,000,000 | ||||||||||||||||||||
Debt, issuance of principal amount | 300,000,000 | |||||||||||||||||||||||||||
Loss on early retirement of long-term debt | 15,000 | |||||||||||||||||||||||||||
Amortization of bond issue costs and bank loan fees | $ 27,000 | 27,000 | ||||||||||||||||||||||||||
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 | Jun. 2, 2015 | Mar. 5, 2015 | ||||||||||||||||||||||||||
Class A and Class B common stock, dividend declared per share | $ 0.0650 | $ 0.0650 | ||||||||||||||||||||||||||
Class A and Class B common stock, dividend paid | $ 1,700,000 | $ 1,600,000 | ||||||||||||||||||||||||||
Class A and Class B common stock, payment date | Jun. 30, 2015 | Mar. 31, 2015 | ||||||||||||||||||||||||||
Class A and Class B common stock, record date | Jun. 16, 2015 | Mar. 17, 2015 | ||||||||||||||||||||||||||
Twitchy.com (business acquisition) [Member] | ||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||||||
Estimated fair value of contingent earn-out consideration | $ 200,000 | 200,000 | 200,000 | $ 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 | 700,000 | 700,000 | |||||||||||||||||||||||||
Cash paid toward the contingent earn-out consideration | 600,000 | |||||||||||||||||||||||||||
Eagle Publishing (business acquisition) [Member] | ||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||||||
Estimated fair value of contingent earn-out consideration | 1,700,000 | 1,700,000 | 1,700,000 | $ 2,000,000 | ||||||||||||||||||||||||
Maximum additional amount which may be paid over the remaining earn-out period based on the achievement of certain page view milestones | $ 6,000,000 | $ 6,000,000 | 6,000,000 | |||||||||||||||||||||||||
Cash paid toward the contingent earn-out consideration | 900,000 | |||||||||||||||||||||||||||
Radio station, WDYZ-AM in Orlando, Florida (business acquisition) | ||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||||||
Acquisition date | Mar. 27, 2015 | |||||||||||||||||||||||||||
Purchase price | $ 1,300,000 | |||||||||||||||||||||||||||
Goodwill | $ 3,200 | |||||||||||||||||||||||||||
Bryan Perry's Cash Machine and Premium Income (business acquisition) [Member] | ||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||||||
Acquisition date | Feb. 6, 2015 | |||||||||||||||||||||||||||
Purchase price | $ 200,000 | |||||||||||||||||||||||||||
Goodwill | $ 2,600 | |||||||||||||||||||||||||||
Contingent earn-out consideration achievement of milestone period | 2 years | |||||||||||||||||||||||||||
Percentage of amount payable to seller | 50.00% | |||||||||||||||||||||||||||
Estimated fair value of contingent earn-out consideration | $ 200,000 | |||||||||||||||||||||||||||
Cash paid toward the contingent earn-out consideration | 14,167 | |||||||||||||||||||||||||||
Radio station, WPGP-AM in Pittsburg, Pennsylvania | ||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||||||
Acquisition date | May 12, 2015 | |||||||||||||||||||||||||||
Purchase price | $ 1,000,000 | |||||||||||||||||||||||||||
Goodwill | $ 5,400 | |||||||||||||||||||||||||||
Business acquisition purchase price | $ 1,000,000 | |||||||||||||||||||||||||||
Purchases of domain names (asset purchases) | ||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||||||
Purchase price | $ 100,000 | |||||||||||||||||||||||||||
WDWD-AM, Atlanta, Georgia (business acquisition) [Member] | ||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||||||
Acquisition date | May 7, 2015 | |||||||||||||||||||||||||||
Purchase price | $ 2,800,000 | |||||||||||||||||||||||||||
Goodwill | $ 5,200 | |||||||||||||||||||||||||||
Business acquisition purchase price | $ 2,800,000 | |||||||||||||||||||||||||||
Radio station KKSP-FM in Little Rock, Arkansas [Member] | ||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||||||
Acquisition date | Apr. 1, 2015 | |||||||||||||||||||||||||||
Business acquisition purchase price | $ 1,500,000 | |||||||||||||||||||||||||||
Domain names and mobile applications for Daily Bible Devotion [Member] | ||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||||||
Acquisition date | Jun. 2, 2015 | May 6, 2015 | ||||||||||||||||||||||||||
Purchase price | $ 1,242,000 | |||||||||||||||||||||||||||
Contingent earn-out consideration achievement of milestone period | 2 years | |||||||||||||||||||||||||||
Contingent earn-out consideration estimated fair value | $ 100,000 | |||||||||||||||||||||||||||
Contingent earn-out consideration achievement of actual milestone period | 2 years | |||||||||||||||||||||||||||
Business acquisition purchase price | $ 1,500,000 | $ 1,100,000 | ||||||||||||||||||||||||||
Maximum additional amount which may be paid over the remaining earn-out period based on the achievement of certain page view milestones | 300,000 | |||||||||||||||||||||||||||
Business acquisition, goodwill | $ 100,000 | |||||||||||||||||||||||||||
Radio station WMKI-AM in Boston, Massachusetts [Member] | ||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||||||
Acquisition date | May 22, 2015 | |||||||||||||||||||||||||||
Business acquisition purchase price | $ 500,000 | |||||||||||||||||||||||||||
Radio station KMKI-AM in Dallas, Texas [Member] | ||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||||||
Acquisition date | May 22, 2015 | |||||||||||||||||||||||||||
Business acquisition purchase price | $ 3,000,000 | |||||||||||||||||||||||||||
Gene Smart Wellness e-commerce website [Member] | ||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||||||
Acquisition date | Jun. 4, 2015 | |||||||||||||||||||||||||||
Purchase price | $ 100,000 | |||||||||||||||||||||||||||
Business acquisition purchase price | $ 100,000 |
ACQUISITIONS AND RECENT TRANS39
ACQUISITIONS AND RECENT TRANSACTIONS (Summary of Business Acquisitions and Asset Purchases) (Details) - USD ($) $ in Thousands | Jun. 04, 2015 | Jun. 02, 2015 | May. 12, 2015 | May. 07, 2015 | May. 06, 2015 | Apr. 07, 2015 | Mar. 27, 2015 | Feb. 06, 2015 | Jun. 30, 2015 |
Business Acquisition [Line Items] | |||||||||
Business acquisition, total cost | $ 6,873 | ||||||||
WPGP-AM (formerly WDDZ-AM), Pittsburgh, Pennsylvania (business acquisition) [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, total cost | $ 1,000 | ||||||||
Business acquisition, date | May 12, 2015 | ||||||||
WDWD-AM, Atlanta, Georgia (business acquisition) [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, total cost | $ 2,800 | ||||||||
Business acquisition, date | May 7, 2015 | ||||||||
Daily Bible Devotion (business acquisition) [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, total cost | $ 1,242 | ||||||||
Business acquisition, date | Jun. 2, 2015 | May 6, 2015 | |||||||
Gene Smart Wellness e-commerce website [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, total cost | $ 100 | ||||||||
Business acquisition, date | Jun. 4, 2015 | ||||||||
Radio station, WDYZ-AM in Orlando, Florida (business acquisition) | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, total cost | $ 1,300 | ||||||||
Business acquisition, date | Mar. 27, 2015 | ||||||||
Land and Studio Building, Greenville, South Carolina (asset purchase) [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, total cost | $ 201 | ||||||||
Business acquisition, date | Apr. 7, 2015 | ||||||||
Bryan Perry Newsletters (business acquisition) [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, total cost | $ 200 | ||||||||
Business acquisition, date | Feb. 6, 2015 | ||||||||
Purchase of domain names and digital media assets (asset purchases) | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, total cost | $ 100 |
ACQUISITIONS AND RECENT TRANS40
ACQUISITIONS AND RECENT TRANSACTIONS (Summary of Total Acquisition Consideration) (Details) $ in Thousands | Jun. 30, 2015USD ($) |
ACQUISITIONS AND RECENT TRANSACTIONS [Abstract] | |
Cash payments | $ 6,508 |
Escrow deposits paid in prior years | 65 |
Present value of estimated fair value contingent earn out consideration due 2016 | 176 |
Present value of estimated fair value contingent earn out consideration due 2017 | 124 |
Total purchase price consideration | $ 6,873 |
ACQUISITIONS AND RECENT TRANS41
ACQUISITIONS AND RECENT TRANSACTIONS (Schedule of Total Acquisition Consideration Allocated to Net Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Assets | ||
Goodwill | $ 24,816 | $ 24,684 |
Broadcast Internet and Publishing Acquisitions | ||
Assets | ||
Property and equipment | 4,184 | |
Broadcast licenses | 1,414 | |
Goodwill | 132 | |
Customer lists and contracts | 15 | |
Domain and brand names | 404 | |
Subscriber base and lists | 1,122 | |
Non-compete agreements | 49 | |
Liabilities | ||
Deferred revenues | (447) | |
Total purchase price consideration | 6,873 | |
Broadcast [Member] | Broadcast Internet and Publishing Acquisitions | ||
Assets | ||
Property and equipment | 3,823 | |
Broadcast licenses | 1,414 | |
Goodwill | $ 14 | |
Customer lists and contracts | ||
Domain and brand names | ||
Subscriber base and lists | ||
Non-compete agreements | ||
Liabilities | ||
Deferred revenues | ||
Total purchase price consideration | $ 5,251 | |
Digital Media [Member] | Broadcast Internet and Publishing Acquisitions | ||
Assets | ||
Property and equipment | $ 361 | |
Broadcast licenses | ||
Goodwill | $ 118 | |
Customer lists and contracts | 15 | |
Domain and brand names | 404 | |
Subscriber base and lists | 1,122 | |
Non-compete agreements | 49 | |
Liabilities | ||
Deferred revenues | (447) | |
Total purchase price consideration | $ 1,622 |
CONTINGENT EARN-OUT CONSIDERA42
CONTINGENT EARN-OUT CONSIDERATION (Narrative) (Details) - Subsequent Event Type [Domain] - USD ($) | Jun. 02, 2015 | May. 06, 2015 | Feb. 06, 2015 | Jan. 10, 2014 | Dec. 10, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Business Acquisition, Contingent Consideration [Line Items] | |||||||||
Change in the estimated fair value of contingent earn-out consideration | $ (307,000) | $ 242,000 | $ (189,000) | $ 369,000 | |||||
Cash paid toward the contingent earn-out consideration | (877,000) | (1,177,000) | |||||||
Bryan Perry's Cash Machine and Premium Income (business acquisition) [Member] | |||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||
Acquisition date | Feb. 6, 2015 | ||||||||
Contingent earn-out consideration achievement of milestone period | 2 years | ||||||||
Contingent earn-out consideration period | 2 years | ||||||||
Total contingent earn-out consideration | $ 171,000 | ||||||||
Estimated fair value of contingent earn-out consideration | $ 200,000 | ||||||||
Change in the estimated fair value of contingent earn-out consideration | 0 | ||||||||
Cash paid toward the contingent earn-out consideration | $ 14,167 | ||||||||
Twitchy.com (business acquisition) [Member] | |||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||
Contingent earn-out consideration period | 2 years | 6 months | |||||||
Total contingent earn-out consideration | $ 1,200,000 | ||||||||
Estimated fair value of contingent earn-out consideration | 600,000 | 200,000 | $ 200,000 | ||||||
Change in the estimated fair value of contingent earn-out consideration | $ 100,000 | 200,000 | |||||||
Cash paid toward the contingent earn-out consideration | 600,000 | ||||||||
Maximum additional contingent earn-out consideration payable | 700,000 | $ 700,000 | |||||||
Eagle Publishing (business acquisition) [Member] | |||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||
Contingent earn-out consideration period | 3 years | 1 year 6 months | |||||||
Total contingent earn-out consideration | $ 8,500,000 | ||||||||
Estimated fair value of contingent earn-out consideration | 2,000,000 | 1,700,000 | $ 1,700,000 | ||||||
Change in the estimated fair value of contingent earn-out consideration | $ 400,000 | 22,000 | |||||||
Cash paid toward the contingent earn-out consideration | 900,000 | ||||||||
Maximum additional contingent earn-out consideration payable | $ 6,000,000 | $ 6,000,000 | |||||||
Domain names and mobile applications for Daily Bible Devotion [Member] | |||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||
Acquisition date | Jun. 2, 2015 | May 6, 2015 | |||||||
Cash paid for business acquisition | $ 1,500,000 | $ 1,100,000 | |||||||
Contingent earn-out consideration achievement of milestone period | 2 years | ||||||||
Contingent earn-out consideration estimated fair value | $ 100,000 | ||||||||
Contingent earn-out consideration achievement of actual milestone period | 2 years | ||||||||
Maximum additional contingent earn-out consideration payable | $ 300,000 |
CONTINGENT EARN-OUT CONSIDERA43
CONTINGENT EARN-OUT CONSIDERATION (Schedule of Changes in Present Value of Acquisition Related Contingent Earn-out Consideration) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Business Acquisition, Contingent Consideration [Line Items] | ||||
Beginning Balance | $ 3,286 | $ 3,285 | ||
Acquisitions | 142 | 300 | ||
Accretion of acquisition-related contingent consideration | 32 | 57 | ||
Change in the estimated fair value of contingent earn-out consideration | $ (307) | $ 242 | $ (189) | $ 369 |
Reclassification of payments due in next 12 months to short-term | ||||
Payments | $ (877) | $ (1,177) | ||
Ending Balance | 2,276 | 2,276 | ||
Short-Term Accrued Expenses [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Beginning Balance | 2,251 | 1,575 | ||
Acquisitions | 88 | 176 | ||
Accretion of acquisition-related contingent consideration | 21 | 31 | ||
Change in the estimated fair value of contingent earn-out consideration | $ (293) | (213) | ||
Reclassification of payments due in next 12 months to short-term | 798 | |||
Payments | $ (877) | (1,177) | ||
Ending Balance | 1,190 | 1,190 | ||
Long-Term Other Liabilities [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Beginning Balance | 1,035 | 1,710 | ||
Acquisitions | 54 | 124 | ||
Accretion of acquisition-related contingent consideration | 11 | 26 | ||
Change in the estimated fair value of contingent earn-out consideration | $ (14) | 24 | ||
Reclassification of payments due in next 12 months to short-term | $ (798) | |||
Payments | ||||
Ending Balance | $ 1,086 | $ 1,086 |
STOCK INCENTIVE PLAN (Narrative
STOCK INCENTIVE PLAN (Narrative) (Details) $ / shares in Units, $ in Millions | 6 Months Ended | |
Jun. 30, 2015USD ($)OptionPlan$ / sharesshares | Jun. 30, 2014USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of stock option plans | OptionPlan | 1 | |
Total unrecognized compensation cost related to non-vested awards of stock options | $ 0.6 | |
Total unrecognized compensation cost related to non-vested awards of stock options, weighted average recognition period | 1 year 2 months 26 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 | shares | 5,000,000 | |
Closing stock price | $ / shares | $ 6.33 | |
Total fair value of options vested | $ 1.3 | $ 1.5 |
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 ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense, pre-tax | $ 156 | $ 329 | $ 487 | $ 932 |
Tax provision for stock-based compensation expense | (63) | (132) | (195) | (373) |
Total stock-based compensation expense, net of tax | 93 | 197 | 292 | 559 |
Corporate [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock option expense | 88 | $ 215 | 316 | $ 620 |
Restricted stock expenses | 14 | 15 | ||
Broadcast [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock option expense | 25 | $ 64 | 77 | $ 189 |
Digital Media [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock option expense | 19 | 36 | 55 | 94 |
Publishing [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock option expense | $ 10 | $ 14 | $ 24 | $ 29 |
STOCK INCENTIVE PLAN (Weighted-
STOCK INCENTIVE PLAN (Weighted-Average Assumptions used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Valuation Model) (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
STOCK INCENTIVE PLAN [Abstract] | ||||
Expected volatility | 67.08% | 52.37% | 74.98% | |
Expected dividends | 2.82% | 4.28% | 2.70% | |
Expected term (in years) | 8 years | 3 years | 7 years 9 months 18 days | |
Risk-free interest rate | 2.21% | 0.85% | 2.27% |
STOCK INCENTIVE PLAN (Schedul47
STOCK INCENTIVE PLAN (Schedule of Stock Option Activity) (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Shares [Roll Forward] | ||
Beginning Balance | 1,816,204 | |
Granted | 10,000 | |
Exercised | (137,708) | |
Forfeited or expired | (54,462) | |
Ending Balance | 1,634,034 | 1,816,204 |
Exercisable at end of period | 885,859 | |
Expected to Vest | 710,395 | |
Weighted Average Exercise Price [Abstract] | ||
Beginning Balance | $ 4.88 | |
Granted | 6.08 | |
Exercised | 2.16 | |
Forfeited or expired | 12.15 | |
Ending Balance | 4.87 | $ 4.88 |
Exercisable at end of period | 5.22 | |
Expected to Vest | 4.46 | |
Weighted Average Grant Date Fair value [Abstract] | ||
Beginning Balance | 3.39 | |
Granted | 1.98 | |
Exercised | 1.31 | |
Forfeited or expired | 8.05 | |
Ending Balance | 3.40 | $ 3.39 |
Exercisable at end of period | 3.72 | |
Expected to Vest | $ 3.01 | |
Weighted Average Remaining Contractual Term [Abstract] | ||
ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 | 4 years 8 months 12 days | 4 years 9 months 18 days |
ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2 | 4 years 8 months 12 days | 4 years 9 months 18 days |
Exercisable at end of period | 3 years 7 months 6 days | |
Expected to Vest | 6 years | |
Aggregate Intrinsic Value [Abstract] | ||
Beginning Balance | $ 5,718 | |
Ending Balance | 2,979 | $ 5,718 |
Exercisable at end of period | 1,365 | |
Expected to Vest | $ 1,532 |
STOCK INCENTIVE PLAN (Schedul48
STOCK INCENTIVE PLAN (Schedule of Information Regarding Restricted Stock Activity) (Details) - 6 months ended Jun. 30, 2015 - USD ($) $ / shares in Units, $ in Thousands | Total |
Shares [Roll Forward] | |
Beginning balance | |
Granted | 10,000 |
Vested | |
Forfeited | |
Ending balance | 10,000 |
Weighted Average Grant Date Fair Value [Roll Forward] | |
Beginning balance | |
Granted | $ 5.83 |
Vested | |
Forfeited | |
Ending balance | $ 5.83 |
Weighted Average Remaining Contractual Term [Abstract] | |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTerms | 8 months 12 days |
Granted | 1 year |
ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTerms | 8 months 12 days |
Aggregate Intrinsic Value [Abstract] | |
Beginning Balance | |
Granted | $ 63 |
Ending Balance | $ 63 |
EQUITY TRANSACTIONS (Narrative)
EQUITY TRANSACTIONS (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2015 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Stock based compensation expenses | $ 0.2 | $ 0.3 | $ 0.5 | $ 0.9 | |
Scenario, Forecast [Member] | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Class A and Class B common stock, expected annual dividend payment | $ 6.6 |
EQUITY TRANSACTIONS (Schedule o
EQUITY TRANSACTIONS (Schedule of Cash Distributions Declared and Paid) (Details) - Jun. 30, 2015 - USD ($) $ / shares in Units, $ in Thousands | Total |
Dividend Payment 1st [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | Jun. 2, 2015 |
Payment Date | Jun. 30, 2015 |
Amount Per Share | $ 0.0650 |
Cash Distributed | $ 1,654 |
Dividend Payment 2nd [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | Mar. 5, 2015 |
Payment Date | Mar. 31, 2015 |
Amount Per Share | $ 0.0650 |
Cash Distributed | $ 1,647 |
Dividend Payment 3rd [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | Dec. 2, 2014 |
Payment Date | Dec. 29, 2014 |
Amount Per Share | $ 0.0650 |
Cash Distributed | $ 1,646 |
Dividend Payment 4th [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | Sep. 2, 2014 |
Payment Date | Sep. 30, 2014 |
Amount Per Share | $ 0.0625 |
Cash Distributed | $ 1,579 |
Dividend Payment Five [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | May 27, 2014 |
Payment Date | Jun. 30, 2014 |
Amount Per Share | $ 0.0600 |
Cash Distributed | $ 1,514 |
Dividend Payment Six [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | Mar. 6, 2014 |
Payment Date | Mar. 31, 2014 |
Amount Per Share | $ 0.0575 |
Cash Distributed | $ 1,444 |
NOTES PAYABLE AND LONG-TERM D51
NOTES PAYABLE AND LONG-TERM DEBT (Narrative) (Details) - USD ($) | Jan. 30, 2015 | Mar. 14, 2013 | Sep. 30, 2013 | Mar. 14, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||||||||
Bank loan fees written off in conjunction with the early retirement of debt | $ 314,000 | $ 344,000 | |||||||
Loss on early retirement of long-term debt | (41,000) | (8,000) | |||||||
Debt, accrued interest | $ 49,000 | 49,000 | $ 48,000 | ||||||
Term Loan B [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility, borrowing capacity | $ 300,000,000 | $ 300,000,000 | 274,000,000 | 274,000,000 | |||||
Interest expense | $ 47,000 | $ 48,000 | 93,000 | $ 94,000 | |||||
Bank loan fees written off in conjunction with the early retirement of debt | $ 27,000 | $ 27,000 | |||||||
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 | ||||||||
Loss on early retirement of long-term debt | 15,000 | ||||||||
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% | 2.00% | |||||||
Blended interest rate on amounts outstanding | 5.04% | 5.04% | |||||||
Debt, issuance of principal amount | $ 300,000,000 | ||||||||
Credit facility, floating rate, interest above prime rate | 2.50% | ||||||||
Debt, interest rate above LIBOR | 3.50% | 3.50% | |||||||
Revolver [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Credit facility, borrowing capacity | $ 25,000,000 | $ 25,000,000 | $ 4,500,000 | $ 4,500,000 | |||||
Term loan maturity year | 5 years | ||||||||
Debt, interest rate over LIBOR | 3.00% | ||||||||
Debt, interest rate above base rate | 2.00% | ||||||||
Commitment fees on any unused portion | 0.50% | ||||||||
Revolver under senior credit facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Revolving credit facility, covenant description | With respect to financial covenants, the credit agreement includes a minimum interest coverage ratio, which started at 1.50 2.50 6.75 5.75 | ||||||||
Interest coverage ratio | 3.30% | 3.30% | 2.25% | ||||||
Leverage ratio | 5.39% | 5.39% | |||||||
Revolver under senior credit facility [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Leverage ratio | 5.75% | 5.75% | |||||||
Revolver under senior credit facility [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Leverage ratio | 6.25% | 6.25% | 6.75% | ||||||
Revolver under senior credit facility [Member] | Covenant requirement [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest coverage ratio | 1.50% | 1.50% | |||||||
Revolver under senior credit facility [Member] | Covenant requirement [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest coverage ratio | 2.50% | 2.50% |
NOTES PAYABLE AND LONG-TERM D52
NOTES PAYABLE AND LONG-TERM DEBT (Schedule of Repayments of Term Loan B) (Details) - Term Loan B [Member] - USD ($) $ in Thousands | Jan. 30, 2015 | Dec. 31, 2014 | Nov. 28, 2014 | Sep. 29, 2014 | Mar. 31, 2014 | Dec. 30, 2013 | Sep. 30, 2013 | Jun. 28, 2013 |
Summary Of Investments Other Than Investments In Related Parties Reportable Data [Line Items] | ||||||||
Principal Paid | $ 2,000 | $ 4,000 | $ 4,000 | $ 5,000 | $ 2,250 | $ 750 | $ 4,000 | $ 4,000 |
Unamortized Discount | $ 15 | $ 16 | $ 15 | $ 18 | $ 8 | $ 3 | $ 16 | $ 14 |
NOTES PAYABLE AND LONG-TERM D53
NOTES PAYABLE AND LONG-TERM DEBT (Schedule of Change in Rate Based on Leverage Ratio) (Details) | Jun. 30, 2015 |
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% |
NOTES PAYABLE AND LONG-TERM D54
NOTES PAYABLE AND LONG-TERM DEBT (Schedule of Change in Rate Based on Leverage Ratio) (Parenthetical) (Details) - Debt Instrument, Name [Domain] | Jun. 30, 2015 |
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% |
NOTES PAYABLE AND LONG-TERM D55
NOTES PAYABLE AND LONG-TERM DEBT (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 278,239 | $ 277,505 |
Less current portion | (5,327) | (1,898) |
Long-term debt and capital lease obligations, less current portion | 272,912 | 275,607 |
Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 273,041 | 274,933 |
Revolver [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 4,468 | 1,784 |
Capital leases and other loans [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 730 | $ 788 |
NOTES PAYABLE AND LONG-TERM D56
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 ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
NOTES PAYABLE AND LONG-TERM DEBT [Abstract] | ||
2,016 | $ 5,327 | |
2,017 | 3,109 | |
2,018 | 3,112 | |
2,019 | 3,102 | |
2,020 | 3,103 | |
Thereafter | 260,486 | |
Long-term debt | $ 278,239 | $ 277,505 |
DEFERRED FINANCING COSTS (Detai
DEFERRED FINANCING COSTS (Details) - USD ($) | Jan. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||
Bank loan fees written off in conjunction with the early retirement of debt | $ 314,000 | $ 344,000 | ||
Deferred financing costs | $ 2,826,000 | $ 3,166,000 | ||
Term Loan B [Member] | ||||
Debt Instrument [Line Items] | ||||
Deferred financing costs amortization period | 7 years | |||
Bank loan fees written off in conjunction with the early retirement of debt | $ 27,000 | $ 27,000 | ||
Revolver [Member] | ||||
Debt Instrument [Line Items] | ||||
Deferred financing costs amortization period | 5 years |
AMORTIZABLE INTANGIBLE ASSETS58
AMORTIZABLE INTANGIBLE ASSETS (Summary of Significant Classes of Amortizable Intangible Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 48,117 | $ 46,525 |
Accumulated Amortization | (36,774) | (34,130) |
Net | 11,343 | 12,395 |
Customer lists and contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 19,925 | 19,910 |
Accumulated Amortization | (17,824) | (16,558) |
Net | 2,101 | 3,352 |
Domain and brand names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 15,871 | 15,465 |
Accumulated Amortization | (10,458) | (9,722) |
Net | 5,413 | 5,743 |
Favorable and assigned leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,379 | 2,379 |
Accumulated Amortization | (1,842) | (1,795) |
Net | 537 | 584 |
Subscriber base and lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 5,424 | 4,302 |
Accumulated Amortization | (3,142) | (2,671) |
Net | 2,282 | 1,631 |
Author relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,245 | 2,245 |
Accumulated Amortization | (1,451) | (1,379) |
Net | 794 | 866 |
Non-compete agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 937 | 888 |
Accumulated Amortization | (721) | (669) |
Net | 216 | 219 |
Other amortizable intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,336 | 1,336 |
Accumulated Amortization | $ (1,336) | $ (1,336) |
Net |
AMORTIZABLE INTANGIBLE ASSETS59
AMORTIZABLE INTANGIBLE ASSETS (Schedule of Estimate Amortization Expense for Next Five Years) (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
AMORTIZABLE INTANGIBLE ASSETS [Abstract] | ||
2015 (July - Dec) | $ 2,463 | |
2,016 | 3,266 | |
2,017 | 1,862 | |
2,018 | 1,632 | |
2,019 | 1,228 | |
Thereafter | 892 | |
Net | $ 11,343 | $ 12,395 |
BASIC AND DILUTED NET EARNING60
BASIC AND DILUTED NET EARNINGS PER SHARE (Details) - shares | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
BASIC AND DILUTED NET EARNINGS PER SHARE [Abstract] | |||
Options to purchase Class A common stock | 1,634,034 | 1,913,958 | 1,816,204 |
Dilutive shares | 400,366 | 777,904 |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2015 | Dec. 31, 2014 | Mar. 27, 2013 | |
Derivative [Line Items] | |||
Fair value of interest rate swap asset (liability) | $ 501 | ||
Level 2 [Member] | |||
Derivative [Line Items] | |||
Fair value of interest rate swap asset (liability) | $ 501 | ||
Fair value of interest rate swaps [Member] | |||
Derivative [Line Items] | |||
Interest rate swap agreement, notional principal amount | $ 150,000 | ||
Payments swap LIBOR floor rate | 0.625% | ||
Interest rate swap, expiration date | Mar. 28, 2019 | ||
Interest rate swap, fixed rate | 1.645% | ||
Fair value of interest rate swaps [Member] | Level 2 [Member] | |||
Derivative [Line Items] | |||
Fair value of interest rate swap asset (liability) | $ 500 | $ 475 |
FAIR VALUE MEASUREMENTS (Summar
FAIR VALUE MEASUREMENTS (Summary of Fair Value of Financial Assets Measured at Fair Value (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Assets: [Abstract] | ||
Cash and cash equivalents | $ 192 | |
Trade accounts receivable, net | $ 34,842 | |
Fair value of interest rate swap | $ 475 | |
Liabilities: [Abstract] | ||
Accounts payable | $ 4,587 | |
Accrued expenses including estimated fair value of contingent earn-out consideration | 11,920 | |
Accrued interest | 49 | |
Long term liabilities including estimated fair value of contingent earn-out consideration | 1,115 | $ 4,123 |
Long-term debt | 278,239 | |
Fair value of interest rate swap | 501 | |
Quoted prices in active markets (Level 1) [Member] | ||
Assets: [Abstract] | ||
Cash and cash equivalents | 192 | |
Trade accounts receivable, net | 34,842 | |
Liabilities: [Abstract] | ||
Accounts payable | 4,587 | |
Accrued expenses including estimated fair value of contingent earn-out consideration | 10,730 | |
Accrued interest | 49 | |
Long term liabilities including estimated fair value of contingent earn-out consideration | 29 | |
Long-term debt | $ 278,239 | |
Fair value of interest rate swap | ||
Significant Other Observable Inputs (Level 2) [Member] | ||
Assets: [Abstract] | ||
Cash and cash equivalents | ||
Trade accounts receivable, net | ||
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 | ||
Fair value of interest rate swap | $ 501 | |
Significant Unobservable Inputs (Level 3) [Member] | ||
Assets: [Abstract] | ||
Cash and cash equivalents | ||
Trade accounts receivable, net | ||
Liabilities: [Abstract] | ||
Accounts payable | ||
Accrued expenses including estimated fair value of contingent earn-out consideration | $ 1,190 | |
Accrued interest | ||
Long term liabilities including estimated fair value of contingent earn-out consideration | $ 1,086 | |
Long-term debt | ||
Fair value of interest rate swap |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
INCOME TAXES [Abstract] | ||
Liabilities for unrecognized tax benefits | $ 500 | |
Unrecognized tax benefit, interest accrued net of federal income tax benefits | 20 | |
Unrecognized tax benefits, penalty | $ 20 | |
Reduction of reserve | $ 400 | |
Valuation allowance to offset deferred tax asset | $ 3,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) | Jun. 30, 2015USD ($) |
Schedule of Operating Leases [Line Items] | |
Fair value of guarantees | $ 0 |
SEGMENT DATA (Narrative) (Detai
SEGMENT DATA (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2015Segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | 2 |
Operating segments | 3 |
SEGMENT DATA (Schedule of Segme
SEGMENT DATA (Schedule of Segment Data) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | $ 67,293 | $ 68,637 | $ 129,149 | $ 130,981 | |
Operating expenses | 53,941 | 55,870 | 105,346 | 108,136 | |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets | 13,352 | 12,767 | 23,803 | 22,845 | |
Depreciation | 3,060 | 3,167 | 6,232 | 6,296 | |
Amortization | 1,315 | 1,529 | 2,644 | 3,137 | |
Change in the estimated fair value of contingent earn-out consideration | (307) | 242 | (189) | 369 | |
(Gain) loss on disposal of assets | 30 | 338 | 159 | 221 | |
Operating income | 9,254 | 7,491 | 14,957 | 12,822 | |
Inventories, net | 858 | 858 | $ 572 | ||
Property and equipment, net | 101,843 | 101,843 | 99,227 | ||
Broadcast licenses | 387,367 | 387,367 | 385,726 | ||
Goodwill | 24,816 | 24,816 | 24,684 | ||
Other indefinite-lived intangible assets | 833 | 833 | 833 | ||
Amortizable intangible assets, net | 11,343 | 11,343 | $ 12,395 | ||
Operating Segments [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | 68,637 | 130,981 | |||
Operating expenses | 55,870 | 108,136 | |||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets | 7,491 | 12,822 | |||
Operating Segments [Member] | Broadcast [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | 49,060 | 49,129 | 95,599 | 95,898 | |
Operating expenses | 35,187 | 35,815 | 69,104 | 69,161 | |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets | 13,873 | 13,314 | 26,495 | 26,737 | |
Depreciation | 1,889 | 1,995 | 3,840 | 3,983 | |
Amortization | $ 23 | $ 24 | $ 46 | $ 52 | |
Change in the estimated fair value of contingent earn-out consideration | |||||
(Gain) loss on disposal of assets | $ 30 | $ 338 | $ 159 | $ 221 | |
Operating income | $ 11,931 | 10,957 | $ 22,450 | 22,481 | |
Inventories, net | |||||
Property and equipment, net | $ 84,616 | $ 84,616 | $ 81,948 | ||
Broadcast licenses | 387,367 | 387,367 | 385,726 | ||
Goodwill | $ 3,969 | $ 3,969 | $ 3,955 | ||
Other indefinite-lived intangible assets | |||||
Amortizable intangible assets, net | $ 537 | $ 537 | $ 583 | ||
Operating Segments [Member] | Digital Media [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | 11,499 | 12,319 | 22,290 | 23,631 | |
Operating expenses | 8,767 | 9,270 | 17,767 | 18,120 | |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets | 2,732 | 3,049 | 4,523 | 5,511 | |
Depreciation | 782 | 761 | 1,558 | 1,514 | |
Amortization | 1,156 | 1,202 | 2,326 | 2,480 | |
Change in the estimated fair value of contingent earn-out consideration | $ (244) | $ 90 | $ (211) | $ 217 | |
(Gain) loss on disposal of assets | |||||
Operating income | $ 1,038 | $ 996 | $ 850 | $ 1,300 | |
Inventories, net | 402 | 402 | 222 | ||
Property and equipment, net | $ 7,180 | $ 7,180 | $ 7,111 | ||
Broadcast licenses | |||||
Goodwill | $ 19,795 | $ 19,795 | $ 19,677 | ||
Other indefinite-lived intangible assets | |||||
Amortizable intangible assets, net | $ 9,148 | $ 9,148 | $ 9,884 | ||
Operating Segments [Member] | Publishing [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | 6,734 | 7,189 | 11,260 | 11,452 | |
Operating expenses | 6,469 | 6,809 | 10,966 | 11,815 | |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets | 265 | 380 | 294 | (363) | |
Depreciation | 167 | 133 | 335 | 234 | |
Amortization | 135 | 303 | 271 | 605 | |
Change in the estimated fair value of contingent earn-out consideration | $ (63) | $ 152 | 22 | $ 152 | |
(Gain) loss on disposal of assets | (1) | ||||
Operating income | $ 26 | $ (208) | (333) | $ (1,354) | |
Inventories, net | 456 | 456 | 350 | ||
Property and equipment, net | $ 1,830 | $ 1,830 | $ 1,941 | ||
Broadcast licenses | |||||
Goodwill | $ 1,044 | $ 1,044 | $ 1,044 | ||
Other indefinite-lived intangible assets | 833 | 833 | 833 | ||
Amortizable intangible assets, net | $ 1,656 | $ 1,656 | $ 1,926 | ||
Operating Segments [Member] | Unallocated Corporate [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | |||||
Operating expenses | $ 3,518 | $ 3,976 | $ 7,509 | $ 9,040 | |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets | (3,518) | (3,976) | (7,509) | (9,040) | |
Depreciation | 222 | $ 278 | 499 | $ 565 | |
Amortization | $ 1 | $ 1 | |||
Change in the estimated fair value of contingent earn-out consideration | |||||
(Gain) loss on disposal of assets | $ 1 | ||||
Operating income | $ (3,741) | $ (4,254) | $ (8,010) | $ (9,605) | |
Inventories, net | |||||
Property and equipment, net | $ 8,217 | $ 8,217 | $ 8,227 | ||
Broadcast licenses | |||||
Goodwill | $ 8 | $ 8 | $ 8 | ||
Other indefinite-lived intangible assets | |||||
Amortizable intangible assets, net | $ 2 | $ 2 | $ 2 |
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 ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | $ 67,293 | $ 68,637 | $ 129,149 | $ 130,981 | |
Operating expenses | 53,941 | 55,870 | 105,346 | 108,136 | |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets | 13,352 | 12,767 | 23,803 | 22,845 | |
Operating Segments [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | 68,637 | 130,981 | |||
Operating expenses | 55,870 | 108,136 | |||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets | 7,491 | 12,822 | |||
Operating Segments [Member] | Broadcast [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | 49,060 | 49,129 | 95,599 | 95,898 | |
Operating expenses | 35,187 | 35,815 | 69,104 | 69,161 | |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets | 13,873 | 13,314 | 26,495 | 26,737 | |
Operating Segments [Member] | Digital Media [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | 11,499 | 12,319 | 22,290 | 23,631 | |
Operating expenses | 8,767 | 9,270 | 17,767 | 18,120 | |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets | 2,732 | 3,049 | 4,523 | 5,511 | |
Operating Segments [Member] | Publishing [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | 6,734 | 7,189 | 11,260 | 11,452 | |
Operating expenses | 6,469 | 6,809 | 10,966 | 11,815 | |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets | $ 265 | $ 380 | $ 294 | $ (363) | |
Operating Segments [Member] | Unallocated Corporate [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | |||||
Operating expenses | $ 3,518 | $ 3,976 | $ 7,509 | $ 9,040 | |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets | $ (3,518) | (3,976) | $ (7,509) | (9,040) | |
As Reported Original | Operating Segments [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | [1] | 68,637 | 130,981 | ||
Operating expenses | [1] | 55,870 | 108,136 | ||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets | [1] | 7,491 | 12,822 | ||
As Reported Original | Operating Segments [Member] | Broadcast [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | [1] | 47,855 | 93,431 | ||
Operating expenses | [1] | 33,910 | 65,099 | ||
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 | [1] | 14,390 | 27,300 | ||
Operating expenses | [1] | 10,063 | 19,891 | ||
As Reported Original | Operating Segments [Member] | Publishing [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | [1] | 6,392 | 10,250 | ||
Operating expenses | [1] | 6,439 | 10,858 | ||
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 | [1] | $ 5,458 | 12,288 | ||
Reclassification [Member] | Digital Media [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | (11,000) | ||||
Operating expenses | $ (11,000) | ||||
[1] | Includes the reclassification of $11,000 of revenue share commissions to digital media operating expenses from digital media revenue to conform to current presentation. |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Jul. 02, 2015 - Subsequent Event [Member] - Dividend Investor.com [Member] - USD ($) $ in Millions | Total |
Subsequent Event [Line Items] | |
Acquisition date | Jul. 1, 2015 |
Cash paid for business acquisition | $ 1 |