Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 02, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
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 | 19,908,948 | |
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 | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 186 | $ 33 |
Trade accounts receivable (net of allowances of $12,727 in 2014 and $13,815 in 2015) | 36,855 | 34,781 |
Other receivables | 1,620 | 3,546 |
Inventories (net of reserves of $1,227 in 2014 and $1,623 in 2015) | 1,073 | 572 |
Prepaid expenses | 7,624 | $ 5,580 |
Income tax receivable | 4 | |
Deferred income taxes | 8,153 | $ 8,153 |
Assets held for sale | 1,700 | 1,700 |
Total current assets | 57,215 | 54,365 |
Notes receivable (net of allowances of $539 in 2014 and $557 in 2015) | 222 | 228 |
Fair value of interest rate swap | 475 | |
Property and equipment (net of accumulated depreciation of $155,495 in 2014 and $161,889 in 2015) | 103,645 | 99,227 |
Broadcast licenses | 390,051 | 385,726 |
Goodwill | 24,968 | 24,684 |
Other indefinite-lived intangible assets | 833 | 833 |
Amortizable intangible assets (net of accumulated amortization of $34,130 in 2014 and $38,103 in 2015) | 12,698 | 12,395 |
Deferred financing costs | 2,669 | 3,166 |
Other assets | 2,591 | 2,060 |
Total assets | 594,892 | 583,159 |
Current liabilities: | ||
Accounts payable | 5,909 | 2,964 |
Accrued expenses | 12,245 | 12,704 |
Accrued compensation and related expenses | 8,615 | 8,777 |
Accrued interest | 54 | 48 |
Deferred revenue | $ 12,928 | 13,205 |
Income tax payable | 154 | |
Current portion of long-term debt and capital lease obligations | $ 7,662 | 1,898 |
Total current liabilities | 47,413 | 39,750 |
Long-term debt and capital lease obligations, less current portion | 272,183 | $ 275,607 |
Fair value of interest rate swap | 2,011 | |
Deferred income taxes | 52,598 | $ 49,109 |
Deferred revenue | 13,735 | 10,576 |
Other liabilities | 934 | 4,123 |
Total liabilities | $ 388,874 | $ 379,165 |
Commitments and contingencies (Note 16) | ||
Stockholders' equity: | ||
Additional paid-in capital | $ 241,577 | $ 240,493 |
Accumulated deficit | (1,831) | (2,770) |
Treasury stock, at cost (2,317,650 shares at December 31, 2014 and September 30, 2015) | (34,006) | (34,006) |
Total stockholders' equity | 206,018 | 203,994 |
Total liabilities and stockholders' equity | 594,892 | 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 | Sep. 30, 2015 | Dec. 31, 2014 |
Trade accounts receivable, allowances | $ 13,815 | $ 12,727 |
Inventories, reserves | 1,623 | 1,227 |
Notes receivable, allowance | 557 | 539 |
Property and equipment, accumulated depreciation | 161,889 | 155,495 |
Amortizable intangible assets, accumulated amortization | $ 38,103 | $ 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 | 22,225,348 | 22,082,140 |
Common stock, outstanding | 19,907,698 | 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 | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Net broadcast revenue | $ 49,186 | $ 48,246 | $ 144,785 | $ 144,144 |
Net digital media revenue | 11,393 | 11,503 | 33,683 | 35,134 |
Net publishing revenue | 6,912 | 9,859 | 18,172 | 21,311 |
Total net revenue | 67,491 | 69,608 | 196,640 | 200,589 |
Operating expenses: | ||||
Broadcast operating expenses, exclusive of depreciation and amortization shown below (including $364 and $366 for the three months ended September 30,2014 and 2015, respectively, and $1,087 and $1,096 for the nine months ended September 30, 2014 and 2015, respectively, paid to related parties) | 35,407 | 34,402 | 104,511 | 103,563 |
Digital media operating expenses, exclusive of depreciation and amortization shown below | 8,761 | 9,018 | 26,528 | 27,138 |
Publishing operating expenses, exclusive of depreciation and amortization shown below | 6,966 | 8,252 | 17,932 | 20,067 |
Unallocated corporate expenses exclusive of depreciation and amortization shown below (including $35 and $0 for the three months ended September 30, 2014 and 2015, respectively, and $204 and $69 for the nine months ended September 30, 2014 and 2015, respectively paid to related parties) | 3,697 | 3,880 | 11,206 | 12,920 |
Depreciation | 3,136 | 3,141 | 9,368 | 9,437 |
Amortization | 1,330 | 1,530 | 3,974 | 4,667 |
Change in the estimated fair value of contingent earn-out consideration | (603) | 545 | (792) | 914 |
(Gain) loss on the sale or disposal of assets | (3) | (7) | 156 | 214 |
Total operating expenses | 58,691 | 60,761 | 172,883 | 178,920 |
Operating income | 8,800 | 8,847 | 23,757 | 21,669 |
Other income (expense): | ||||
Interest income | 3 | 2 | 6 | 43 |
Interest expense | (3,900) | (4,139) | (11,578) | (11,986) |
Change in the fair value of interest rate swap | $ (1,510) | 1,046 | (2,486) | (1,423) |
Loss on early retirement of long-term debt | (18) | (41) | (26) | |
Net miscellaneous income and expenses | $ 1 | 572 | 8 | 652 |
Income from operations before income taxes | 3,394 | 6,310 | 9,666 | 8,929 |
Provision for income taxes | 1,317 | 2,567 | 3,771 | 3,492 |
Net income | $ 2,077 | $ 3,743 | $ 5,895 | $ 5,437 |
Basic earnings per share data: | ||||
Basic earnings per share | $ 0.08 | $ 0.14 | $ 0.23 | $ 0.21 |
Diluted earnings per share data: | ||||
Diluted earnings per share | 0.08 | 0.14 | 0.23 | 0.21 |
Distributions per share | $ 0.07 | $ 0.06 | $ 0.20 | $ 0.18 |
Basic weighted average shares outstanding | 25,459,962 | 25,536,397 | 25,411,862 | 25,258,025 |
Diluted weighted average shares outstanding | 25,907,651 | 26,265,957 | 25,886,087 | 26,032,789 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Broadcast operating expenses exclusive of depreciation and amortization | $ 35,407 | $ 34,402 | $ 104,511 | $ 103,563 |
Unallocated corporate expenses exclusive of depreciation and amortization | 3,697 | 3,880 | 11,206 | 12,920 |
Related Party [Member] | ||||
Broadcast operating expenses exclusive of depreciation and amortization | 366 | 364 | 1,096 | 1,087 |
Unallocated corporate expenses exclusive of depreciation and amortization | $ 0 | $ 35 | $ 69 | $ 204 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
OPERATING ACTIVITIES | ||
Net income | $ 5,895 | $ 5,437 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Non-cash stock-based compensation | 657 | 1,276 |
Tax benefit related to stock options exercised | 114 | 78 |
Depreciation and amortization | 13,342 | 14,104 |
Amortization of bank loan fees | 471 | 516 |
Accretion of acquisition-related deferred payments and contingent consideration | 286 | 486 |
Provision for bad debts | 1,746 | 2,186 |
Deferred income taxes | 3,489 | 3,133 |
Change in the fair value of interest rate swap | 2,486 | 1,423 |
Change in the estimated fair value of contingent earn-out consideration | (792) | 914 |
Loss on early retirement of long-term debt | 41 | 26 |
Loss on the sale or disposal of assets | 156 | 214 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,896 | (1,476) |
Inventories | (487) | (81) |
Prepaid expenses and other current assets | (2,044) | (507) |
Accounts payable and accrued expenses | (1,457) | 4,035 |
Deferred revenue | (801) | (4,218) |
Other liabilities | 448 | (428) |
Income taxes payable | (154) | 27 |
Net cash provided by operating activities | 25,432 | 27,286 |
INVESTING ACTIVITIES | ||
Cash paid for capital expenditures net of tenant improvement allowances | (6,317) | (7,631) |
Capital expenditures reimbursable under tenant improvement allowances and trade agreements | (2,735) | (279) |
Escrow deposits related to acquisitions | (112) | (120) |
Purchases of broadcast assets and radio stations | (8,686) | (4,570) |
Proceeds from the sale of assets | 10 | 2 |
Other | (429) | (271) |
Net cash used in investing activities | $ (22,598) | (18,977) |
FINANCING ACTIVITIES | ||
Payments of costs related to bank credit facility | (14) | |
Payments of acquisition-related contingent earn-out consideration | $ (1,193) | $ (300) |
Payments of deferred installments due from acquisition activity | (935) | |
Proceeds from the exercise of stock options | 314 | $ 1,095 |
Payments on capital lease obligations | (87) | (92) |
Payment of cash distributions on common stock | (4,956) | (4,537) |
Book overdraft | 1,905 | 276 |
Net cash used in financing activities | (2,681) | (8,063) |
CASH FLOWS FROM DISCONTINUED OPERATIONS | ||
Net increase in cash and cash equivalents | 153 | 246 |
Cash and cash equivalents at the beginning of year | 33 | 65 |
Cash and cash equivalents at end of period | 186 | 311 |
Cash paid during the period for: | ||
Cash paid for interest, net of capitalized interest | 10,675 | 10,804 |
Cash paid for income taxes | 327 | 254 |
Other supplemental disclosures of cash flow information: | ||
Trade revenue | 4,701 | 4,919 |
Trade expense | 4,358 | 4,827 |
Non-cash investing and financing activities: | ||
Capital expenditures reimbursable under tenant improvement allowances | 2,709 | $ 279 |
Non-cash capital expenditures for property & equipment acquired under trade agreements | 20 | |
Estimated present value of contingent earn-out consideration | $ 300 | $ 2,047 |
Deferred payments due 2014 under asset purchase agreement | 300 | |
Present value of deferred cash payments (due 2015) | 2,392 | |
Present value of deferred cash payments (due 2016) | 2,289 | |
Digital Media [Member] | ||
INVESTING ACTIVITIES | ||
Purchases of businesses and assets | $ (4,329) | (3,334) |
Publishing [Member] | ||
INVESTING ACTIVITIES | ||
Purchases of businesses and assets | (2,774) | |
Term Loan B [Member] | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Accretion of discount on Term Loan B | $ 140 | 141 |
FINANCING ACTIVITIES | ||
Repayments of borrowings | (2,000) | (7,250) |
Revolver [Member] | ||
FINANCING ACTIVITIES | ||
Repayments of borrowings | (40,059) | (41,897) |
Proceeds from borrowings | $ 44,330 | $ 44,656 |
OVERVIEW AND BASIS OF PRESENTAT
OVERVIEW AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2015 | |
OVERVIEW AND BASIS OF PRESENTATION [Abstract] | |
OVERVIEW AND BASIS OF PRESENTATION | NOTE 1. OVERVIEW AND BASIS OF PRESENTATION The unaudited Condensed Consolidated Financial Statements of Salem Media Group, Inc. (“Salem” “we,” “us,” “our” or the “company”) and all wholly-owned subsidiaries have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. All significant intercompany balances and transactions have been eliminated. 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. There have been no material changes in our significant accounting policies from those that were disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. 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. In management's opinion, the unaudited condensed financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of our financial information. Our operating results are subject to seasonal fluctuations. T 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. Digital media also includes our e-commerce sites, Salem Consumer Products (“SCP”), Eagle Wellness and Gene Smart Wellness. SCP is our e-commerce business that sells books, DVD's and editorial content developed by our on-air personalities. Eagle Wellness and Gene Smart Wellness are e-commerce sites that offer health advice and nutritional products. Our acquisition of Regnery Publishing (“Regnery”) in January 2014 was a major shift in our publishing operating segment. Regnery is a publisher of conservative books founded in 1947 that has published dozens of bestselling books by leading conservative authors and personalities. 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 ™ Local Marketing Agreements and Time Brokerage Agreements We may enter into Local Marketing Agreements (“LMAs”) contemporaneously with entering an Asset Purchase Agreement (“APA”) to acquire or sell radio stations. We may also enter into Time Brokerage Agreements (“TBAs”). Typically, both LMAs and TBAs are contractual agreements under which the station owner makes airtime available to a programmer 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“Codification”) Topic 810, Consolidation 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: • asset impairments, including goodwill, broadcasting licenses, and other indefinite-lived intangible assets; • probabilities associated with the potential for contingent earn-out consideration; • fair value measurements; • contingency reserves; • allowance for doubtful accounts; • sales returns and allowances. • inventory reserves; • reserves for royalty advances; • fair value of equity awards; • self-insurance reserves; • estimated lives for tangible and intangible assets; • income tax valuation allowances; and • uncertain tax positions. 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. 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 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 September 2015, the FASB issued ASU 2015-16, Business Combinations Simplifying the Accounting for Measurement Period Adjustments In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In June 2015, the FASB issued ASU 2015-10, Technical Corrections and Improvements, 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 have a material 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 |
IMPAIRMENT OF GOODWILL AND OTHE
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS | 9 Months Ended |
Sep. 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 70 September 30, 2015 consist of indefinite-lived intangible assets including broadcast licenses, goodwill and mastheads. The value of these indefinite-lived intangible assets 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 Codification Topic 820 Fair Value Measurements and Disclosures, September 30, 2015 . |
IMPAIRMENT OF LONG-LIVED ASSETS
IMPAIRMENT OF LONG-LIVED ASSETS | 9 Months Ended |
Sep. 30, 2015 | |
IMPAIRMENT OF LONG-LIVED ASSETS [Abstract] | |
IMPAIRMENT OF LONG-LIVED ASSETS | NOTE 3. IMPAIRMENT OF LONG-LIVED ASSETS We periodically review long-lived assets for impairment. In accordance with authoritative guidance for impairment of long-lived assets, we must estimate the fair value of assets when events or circumstances indicate that they may be impaired. The fair value measurements of long-lived assets uses 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 Codification Topic 820, Fair Value Measurements and Disclosures, |
ACQUISITIONS AND RECENT TRANSAC
ACQUISITIONS AND RECENT TRANSACTIONS | 9 Months Ended |
Sep. 30, 2015 | |
ACQUISITIONS AND RECENT TRANSACTIONS [Abstract] | |
ACQUISITIONS AND RECENT TRANSACTIONS | NOTE 4. ACQUISITIONS AND RECENT TRANSACTIONS During the nine months ending September 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 September 1, 2015 0.0650 1.7 September 30, 2015 September 16, 2015 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 September 15, 2015 3.0 12,000 On September 10, 2015 0.5 5,000 On September 3, 2015 0.5 10,000 On September 1, 2015 1.5 45,000 On July 1, 2015 1.0 70,000 82,000 On June 4, 2015, we acquired the Gene Smart Wellness e-commerce website for $ 0.1 On May 12, 2015, we acquired radio station WPGP-AM (formerly WDDZ-AM) in Pittsburgh, Pennsylvania, for $ 1.0 5,000 On May 7, 2015, we acquired radio station WDWD-AM in Atlanta, Georgia, for $ 2.8 5,000 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 0.1 On April 7, 2015, we acquired land and real estate in Greenville, South Carolina, for $ 0.2 On March 27, 2015, we acquired radio station WDYZ-AM in Orlando, Florida for $ 1.3 3,000 On February 6, 2015, we acquired Bryan Perry's Cash Machine and Bryan Perry's Premium Income financial publications (“Bryan Perry Newsletters”) with assets valued at 0.6 and we assumed deferred subscription liabilities of $ 0.4 3,000 two 50 0.2 Throughout the nine month period ending September 30, 2015, we acquired other domain names and assets associated with our digital media operating segment for approximately $ 0.1 A summary of our business acquisitions and asset purchases for the nine months ended September 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) September 15, 2015 KEXB-AM (formerly KMKI-AM) Dallas, Texas (business acquisition) $ 3,000 September 10, 2015 WBIX-AM (formerly WMKI-AM), Boston, Massachusetts (business acquisition) 500 September 3, 2015 Spanish Bible Mobile Applications (business acquisition) 500 September 1, 2015 DailyBible Mobile Applications (business acquisition) 1,500 July 1, 2015 DividendInvestor.com (business acquisition) 1,000 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) 129 $ 13,380 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 Codification Topic 805, Business Combinations We may retain a third-party appraiser to estimate the fair value of the net assets acquired 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. Acquired property and equipment are recorded at their estimated fair value and depreciated on a straight-line basis over their estimated useful lives. Finite-lived intangible assets are recorded at their estimated fair value and amortized on a straight-line basis over their estimated useful lives. Goodwill, which typically represents the organizational systems and procedures in place to ensure the effective operation of the business acquired, may be recorded and subject to testing for impairment. Costs associated with acquisitions, such as consulting and legal fees are expensed as incurred. We recognized costs associated with acquisitions of $ 0.3 0.4 The total acquisition consideration is equal to the sum of all cash payments, the present 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 measurements are based on significant inputs that are not observable in the market and thus represent a Level 3 measurement as discussed in Note 14 -Fair Value Measurements in our condensed consolidated financial statements. The fair value of any contingent earn-out consideration is reviewed quarterly over the applicable earn-out period. Actual results and achievements of benchmarks are compared to the estimates used in our forecasts. Changes in the estimated fair value of any contingent earn-out consideration are reflected in our results of operations in the period in which they are identified and may materially impact and cause volatility in our operating results as discussed in Note 5 – Contingent Consideration to our condensed consolidated financial statements. The following table summarizes the total acquisition consideration for the nine months ended September 30, 2015: Description Total Consideration (Dollars in thousands) Cash payments $ 13,015 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 $ 13,380 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 $ 5,590 $ 604 $ 6,194 Broadcast licenses 3,131 — 3,131 Goodwill 30 254 284 Inventories — 14 14 Customer lists and contracts — 29 29 Domain and brand names — 1,088 1,088 Subscriber base and lists — 3,011 3,011 Non-compete agreements — 146 146 Liabilities Deferred revenue liabilities assumed — (517 ) (517 ) $ 8,751 $ 4,629 $ 13,380 Pending Transactions On August 28, 2015 0.8 On August 28, 2015 0.6 On August 28, 2015 0.4 On August 28, 2015 0.3 On August 28, 2015 0.3 On April 1, 2015 1.5 |
CONTINGENT EARN-OUT CONSIDERATI
CONTINGENT EARN-OUT CONSIDERATION | 9 Months Ended |
Sep. 30, 2015 | |
CONTINGENT EARN-OUT CONSIDERATION [Abstract] | |
CONTINGENT EARN-OUT CONSIDERATION | NOTE 5. CONTINGENT EARN-OUT CONSIDERATION Our acquisitions may include contingent earn-out consideration as part of the purchase price under which we will make future payments to the seller upon the achievement of certain benchmarks. The fair value of the contingent earn-out consideration is estimated as of the acquisition date at the present value of the expected contingent payments to be made using a probability-weighted discounted cash flow model for probabilities of possible future payments. The present value of the expected future payouts is accreted to interest expense over the earn-out period. The fair value estimates use significant unobservable inputs that reflect our own assumptions as to the ability of the acquired business to meet the targeted benchmarks and discount rates used in the calculations. The unobservable inputs are defined in FASB Codification Topic 820, Fair Value Measurements and Disclosures, We review the probabilities of possible future payments to the estimated fair value of any contingent earn-out consideration on a quarterly basis over the earn-out period. Actual results are compared to the estimates and probabilities of achievement used in our forecasts. Should actual results of the acquired business increase or decrease as compared to our estimates and assumptions, the estimated fair value of the contingent earn-out consideration liability will increase or decrease, up to the contracted limit, as applicable. Changes in the estimated fair value of the contingent earn-out consideration are reflected in our results of operations in the period in which they are identified. Changes in the estimated fair value of the contingent earn-out consideration may materially impact and cause volatility in our operating results. Daily Bible Devotion We acquired Daily Bible Devotion mobile applications on May 6, 2015 1.1 0.3 two 165,000 142,000 two The fair value of the contingent earn-out consideration will be reviewed quarterly over the two 0.3 35,000 Bryan Perry Newsletters On February 6, 2015 two 171,000 158,000 two The fair value of the contingent earn-out consideration will be reviewed quarterly over the two 30,000 47,000 Eagle Publishing On January 10, 2014 3.5 5.0 8.5 three 2.4 2.0 three The fair value of the contingent earn-out consideration is reviewed quarterly over the three 0.4 0.9 0.5 Twitchy.com On December 10, 2013 0.9 1.3 two 0.8 0.6 two The fair value of the contingent earn-out consideration is reviewed quarterly over the two 0.3 0.6 0.3 The following table reflects the changes in the present value of our acquisition-related estimated contingent earn-out consideration for the three and nine months ended September 30, 2015: Three Months Ending September 30, 2015 Short-Term Long-Term Accrued Expenses Other Liabilities Total (Dollars in thousands) Beginning Balance as of July 1, 2015 $ 1,190 $ 1,086 $ 2,276 Accretion of acquisition-related contingent consideration 17 12 29 Change in the estimated fair value of contingent earn-out consideration (418 ) (185 ) (603 ) Payments (16 ) — (16 ) Ending Balance as of September 30, 2015 $ 773 $ 913 $ 1,686 Nine Months Ending September 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 48 38 86 Change in the estimated fair value of contingent earn-out consideration (631 ) (161 ) (792 ) Reclassification of payments due in next 12 months to short-term 798 (798 ) — Payments (1,193 ) — (1,193 ) Ending Balance as of September 30, 2015 $ 773 $ 913 $ 1,686 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2015 | |
INVENTORIES [Abstract] | |
INVENTORIES | NOTE 6. INVENTORIES Inventories consist of finished goods valued at the lower of cost or market as determined on a First-In First-Out (“FIFO”) cost method. Inventories are reported net of estimated reserves for obsolescence. The following table provides details of inventory on hand by segment: As of December 31, 2014 As of September 30, 2015 (Dollars in thousands) Regnery Publishing book inventories $ 1,575 $ 2,142 Reserve for obsolescence – Regnery Publishing (1,225 ) (1,620 ) Inventory net, Regnery Publishing 350 522 Wellness products – Eagle & Gene Smart $ 224 $ 554 Reserve for obsolescence – Wellness products (2 ) (3 ) Inventory, net Wellness products 222 551 Consolidated inventories, net $ 572 $ 1,073 |
STOCK INCENTIVE PLAN
STOCK INCENTIVE PLAN | 9 Months Ended |
Sep. 30, 2015 | |
STOCK INCENTIVE PLAN [Abstract] | |
STOCK INCENTIVE PLAN | NOTE 7. 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 nine months ended September 30, 2014 and 2015: Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 2014 2015 (Dollars in thousands) Stock option compensation expense included in corporate expenses $ 223 $ 97 $ 843 $ 413 Restricted stock awards compensation expense included in corporate expenses — 14 — 29 Stock option compensation expense included in broadcast operating expenses 64 30 253 107 Stock option compensation expense included in digital media operating expenses 40 20 134 75 Stock option compensation expense included in publishing operating expenses 17 9 46 33 Total stock-based compensation expense, pre-tax $ 344 $ 170 $ 1,276 $ 657 Tax provision for stock-based compensation expense (137 ) (68 ) (510 ) (263 ) Total stock-based compensation expense, net of tax $ 207 $ 102 $ 766 $ 394 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 nine months ended September 30, 2014 and 2015: Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 2014 2015 Expected volatility n/a n/a 74.98 % 52.37 % Expected dividends n/a n/a 2.70 % 4.28 % Expected term (in years) n/a n/a 7.8 3.0 Risk-free interest rate n/a n/a 2.27 % 0.85 % Stock option information with respect to the company's stock-based equity plans during the nine months ended September 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 (in thousands) Outstanding at January 1, 2015 1,816,204 $ 4.88 $ 3.39 $ 5,718 Granted 10,000 6.08 1.98 Exercised (143,208 ) 2.19 1.35 Forfeited or expired (54,462 ) 12.15 8.05 Outstanding at September 30, 2015 1,628,534 $ 4.88 $ 3.40 4.5 $ 2,769 Exercisable at September 30, 2015 987,484 $ 4.93 $ 3.55 3.5 $ 1,648 Expected to Vest 608,679 $ 4.81 $ 3.16 5.9 $ 1,065 The aggregate intrinsic value represents the difference between the company's closing stock price on September 30, 2015 of $ 6.12 1.8 1.5 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 nine months ended September 30, 2015 is as follows: Restricted Stock Awards Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding at January 1, 2015 — $ — $ — Granted 10,000 5.83 1.0 61 Vested — — Forfeited — — Unvested outstanding at September 30, 2015 10,000 $ 5.83 0.5 $ 61 As of September 30, 2015, there was $ 0.4 This cost is expected to be recognized over a weighted average period of 1.10 |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2015 | |
EQUITY TRANSACTIONS [Abstract] | |
EQUITY TRANSACTIONS | NOTE 8. EQUITY TRANSACTIONS We account for stock-based compensation expense in accordance with FASB Codification Topic 718, Compensation-Stock Compensation 0.2 0.7 0.3 1.3 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 September 1, 2015 September 30, 2015 $ 0.0650 $ 1,655 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 | 9 Months Ended |
Sep. 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., the borrower under our senior secured credit facility, has no independent assets or operations. All of Salem's subsidiaries are 100 Term Loan B and Revolving Credit Facility On March 14, 2013, we entered into a senior secured credit facility, consisting of a term loan of $ 300.0 25.0 298.5 47,000 141,000 47,000 140,000 27,000 The Term Loan B has a term of seven 60.0 750,000 We have made repayments on our Term Loan B, including interest through the date of the payment 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 5.03 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 to 1.0 and steps up to to 1.0 by 2016 and a maximum leverage ratio, which started at to 1.0 and steps down to to 1.0 by 2017. The credit agreement also includes other negative covenants that are customary for credit facilities of this type, including covenants that, subject to exceptions described in the credit agreement, restrict the ability of Salem and its subsidiary guarantors 5.61 6.25 3.24 2.25 Other Debt We have several capital leases related to office equipment. The obligation recorded at December 31, 2014 and September 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 September 30, 2015 (Dollars in thousands) Term Loan B $ 274,933 $ 273,088 Revolver 1,784 6,055 Capital leases and other loans 788 702 277,505 279,845 Less current portion (1,898 ) (7,662 ) $ 275,607 $ 272,183 In addition to the outstanding amounts listed above, we also have interest payments related to our long-term debt as follows as of September 30, 2015: • Outstanding borrowings of $ 274.0 3.50 2.50 • Outstanding borrowings of $ 6.1 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 September 30, 2015 for each of the next five years and thereafter are as follows: Amount For the Twelve Months Ended September 30, (Dollars in thousands) 2016 $ 7,662 2017 3,111 2018 3,108 2019 3,104 2020 3,103 Thereafter 259,757 $ 279,845 |
DEFERRED FINANCING COSTS
DEFERRED FINANCING COSTS | 9 Months Ended |
Sep. 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 2.7 |
AMORTIZABLE INTANGIBLE ASSETS
AMORTIZABLE INTANGIBLE ASSETS | 9 Months Ended |
Sep. 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 September 30, 2015 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 19,939 $ (18,387 ) $ 1,552 Domain and brand names 16,555 (10,823 ) 5,732 Favorable and assigned leases 2,379 (1,864 ) 515 Subscriber base and lists 7,313 (3,453 ) 3,860 Author relationships 2,245 (1,487 ) 758 Non-compete agreements 1,034 (753 ) 281 Other amortizable intangible assets 1,336 (1,336 ) — $ 50,801 $ (38,103 ) $ 12,698 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 September 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 (Oct – Dec) $ 1,347 2016 3,818 2017 2,414 2018 2,171 2019 1,742 Thereafter 1,206 Total $ 12,698 |
BASIC AND DILUTED NET EARNINGS
BASIC AND DILUTED NET EARNINGS PER SHARE | 9 Months Ended |
Sep. 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 1,887,329 ,1,628,534 729,560 447,689 |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 9 Months Ended |
Sep. 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 Codification 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 As of December 31, 2014 As of September 30, 2015 (Dollars in thousands) Fair value of interest rate swap asset (liability) $ 475 $ (2,011 ) |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2015 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 14. FAIR VALUE MEASUREMENTS FASB Codification 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 Codification 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 Codification 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 September 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: September 30, 2015 Total Fair Value Fair Value Measurement Category and Carrying Value on Balance Sheet Level 1 Level 2 Level 3 (Dollars in thousands) Assets: Cash and cash equivalents $ 186 $ 186 $ — $ — Trade accounts receivable, net 36,855 36,855 — — Liabilities: Accounts payable 5,909 5,909 — — Accrued expenses including estimated fair value of contingent earn-out 12,245 11,472 — 773 Accrued interest — — Long term liabilities including estimated fair value of contingent earn-out consideration 934 21 — 913 Long-term debt 272,183 272,183 — — Fair value of interest rate swap 2,011 — 2,011 — |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2015 | |
INCOME TAXES [Abstract] | |
INCOME TAXES | NOTE 15. INCOME TAXES We account for income taxes in accordance with FASB Codification Topic 740, Income Taxes. 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 | 9 Months Ended |
Sep. 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. We review the probabilities of possible future payments to estimate the fair value of any contingent earn-out consideration on a quarterly basis over the earn-out period. Actual results are compared to the estimates and probabilities of achievement used in our forecasts. Should actual results of the acquired business increase or decrease as compared to our estimates and assumptions, the estimated fair value of the contingent earn-out consideration liability will increase or decrease, up to the contracted limit, as applicable. Changes in the estimated fair value of the contingent earn-out consideration are reflected in our results of operations in the period in which they are identified. Changes in the estimated fair value of the contingent earn-out consideration may materially impact and cause volatility in our operating results. In the ordinary course of business, we are involved in various legal proceedings, lawsuits, arbitration and other claims which are complex in nature and have outcomes that are difficult to predict. Consequently, we are unable to ascertain the ultimate aggregate amount of monetary liability or the financial impact with respect to these matters. Certain of these proceedings are discussed in Note 16, Commitments and Contingencies, contained in our condensed consolidated financial statements. We record contingency reserves to the extent we conclude that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. The establishment of the reserve is based on a review of all relevant factors, the advice of legal counsel, and the subjective judgment of management. The reserves we have recorded to date have not been material to our consolidated financial position, results of operations or cash flows. We believe that our estimates and assumptions are reasonable and that our reserves are accurately reflected. While we believe that the final resolution of any known maters, individually and in the aggregate, will not have a material adverse effect upon our consolidated financial position, results of operations or cash flows, it is possible that we could incur additional losses. We maintain insurance that may provide coverage for such matters. Future claims against us, whether meritorious or not, could have a material adverse effect upon our consolidated financial position, results of operations or cash flows, including losses due to costly litigation and losses due to matters that require significant amounts of management time that can result in the diversion of significant operational resources. |
SEGMENT DATA
SEGMENT DATA | 9 Months Ended |
Sep. 30, 2015 | |
SEGMENT DATA [Abstract] | |
SEGMENT DATA | NOTE 17. SEGMENT DATA FASB Codification 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 September 30, 2015 Total net revenue $ 49,186 $ 11,393 $ 6,912 $ — $ 67,491 Operating expenses 35,407 8,761 6,966 3,697 54,831 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on the sale or disposal of assets $ 13,779 $ 2,632 $ (54 ) $ (3,697 ) $ 12,660 Depreciation 1,929 838 153 216 3,136 Amortization 23 1,171 136 — 1,330 Change in the estimated fair value of contingent earn-out consideration — (105 ) (498 ) — (603 ) (Gain) loss on the sale or disposal of assets 35 11 (57 ) 8 (3 ) Net operating income (loss) $ 11,792 $ 717 $ 212 $ (3,921 ) $ 8,800 Three Months Ended September 30, 2014 Net revenue $ 48,246 $ 11,503 $ 9,859 $ — $ 69,608 Operating expenses 34,402 9,018 8,252 3,880 55,552 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and loss on the sale or disposal of assets $ 13,844 $ 2,485 $ 1,607 $ (3,880 ) $ 14,056 Depreciation 1,971 764 130 276 3,141 Amortization 23 1,202 304 1 1,530 Change in the estimated fair value of contingent earn-out consideration — 58 487 — 545 Loss on the sale or disposal of assets (7 ) — — — (7 ) Net operating income (loss) $ 11,857 $ 461 $ 686 $ (4,157 ) $ 8,847 Broadcast Digital Media Publishing Unallocated Consolidated (Dollars in thousands) Nine Months Ended September 30, 2015 Total net revenue $ 144,785 $ 33,683 $ 18,172 $ — $ 196,640 Operating expenses 104,511 26,528 17,932 11,206 160,177 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on the sale or disposal of assets $ 40,274 $ 7,155 $ 240 $ (11,206 ) $ 36,463 Depreciation 5,769 2,396 488 715 9,368 Amortization 69 3,497 407 1 3,974 Change in the estimated fair value of contingent earn-out consideration — (316 ) (476 ) — (792 ) (Gain) loss on the sale or disposal of assets 194 11 (58 ) 9 156 Net operating income (loss) $ 34,242 $ 1,567 $ (121 ) $ (11,931 ) $ 23,757 Nine Months Ended September 30, 2014 Net revenue $ 144,144 $ 35,134 $ 21,311 $ — $ 200,589 Operating expenses 103,563 27,138 20,067 12,920 163,688 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and loss on the sale or disposal of assets $ 40,581 $ 7,996 $ 1,244 $ (12,920 ) $ 36,901 Depreciation 5,954 2,278 364 841 9,437 Amortization 75 3,682 909 1 4,667 Change in the estimated fair value of contingent earn-out consideration — 275 639 — 914 Loss on the sale or disposal of assets 214 — — — 214 Net operating income (loss) $ 34,338 $ 1,761 $ (668 ) $ (13,762 ) $ 21,669 Broadcast Digital Media Publishing Unallocated Consolidated (Dollars in thousands) As of September 30, 2015 Inventories, net $ — $ 551 $ 522 $ — $ 1,073 Property and equipment, net 86,522 7,190 1,778 8,155 103,645 Broadcast licenses 390,051 — — — 390,051 Goodwill 3,986 19,930 1,044 8 24,968 Other indefinite-lived intangible assets — — 833 — 833 Amortizable intangible assets, net 514 10,662 1,521 1 12,698 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 September 30, 2014 with a comparison of the results under the prior composition of our operating s Three Months Ended September 30, 2014 Nine Months Ended September 30, 2014 As Reported (1) As Updated As Reported Original (1) As Updated (Dollars in thousands) Net Revenue by Segment: Net broadcast revenue $ 46,962 $ 48,246 $ 140,393 $ 144,144 Net digital media revenue 14,516 11,503 41,827 35,134 Net publishing revenue 8,130 9,859 18,369 21,311 Total net revenue $ 69,608 $ 69,608 $ 200,589 $ 200,589 Operating expenses by segment: Broadcast operating expenses $ 32,596 $ 34,402 $ 97,695 $ 103,563 Digital media operating expenses 10,936 9,018 30,827 27,138 Publishing operating expenses 6,766 8,252 17,624 20,067 Unallocated corporate expenses 5,254 3,880 17,542 12,920 $ 55,552 $ 55,552 $ 163,688 $ 163,688 Net operating income before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on the sale or disposal of assets $ 8,847 $ 8,847 $ 21,669 $ 21,669 (1) Includes the reclassification of $ 16,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2015 | |
SUBSEQUENT EVENTS [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18. SUBSEQUENT EVENTS On October 1, 2015 1.5 Subsequent events reflect all applicable transactions through the date of the filing. |
OVERVIEW AND BASIS OF PRESENT25
OVERVIEW AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
OVERVIEW AND 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. Digital media also includes our e-commerce sites, Salem Consumer Products (“SCP”), Eagle Wellness and Gene Smart Wellness. SCP is our e-commerce business that sells books, DVD's and editorial content developed by our on-air personalities. Eagle Wellness and Gene Smart Wellness are e-commerce sites that offer health advice and nutritional products. Our acquisition of Regnery Publishing (“Regnery”) in January 2014 was a major shift in our publishing operating segment. Regnery is a publisher of conservative books founded in 1947 that has published dozens of bestselling books by leading conservative authors and personalities. 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 ™ |
Local Marketing Agreements and Time Brokerage Agreements | Local Marketing Agreements and Time Brokerage Agreements We may enter into Local Marketing Agreements (“LMAs”) contemporaneously with entering an Asset Purchase Agreement (“APA”) to acquire or sell radio stations. We may also enter into Time Brokerage Agreements (“TBAs”). Typically, both LMAs and TBAs are contractual agreements under which the station owner makes airtime available to a programmer 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 Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“Codification”) Topic 810, Consolidation |
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: • asset impairments, including goodwill, broadcasting licenses, and other indefinite-lived intangible assets; • probabilities associated with the potential for contingent earn-out consideration; • fair value measurements; • contingency reserves; • allowance for doubtful accounts; • sales returns and allowances. • inventory reserves; • reserves for royalty advances; • fair value of equity awards; • self-insurance reserves; • estimated lives for tangible and intangible assets; • income tax valuation allowances; and • uncertain tax positions. 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to accounting principles are established by the FASB in the form of accounting standards updates (“ASU's”) to the FASB's 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 September 2015, the FASB issued ASU 2015-16, Business Combinations Simplifying the Accounting for Measurement Period Adjustments In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory In June 2015, the FASB issued ASU 2015-10, Technical Corrections and Improvements, 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 have a material 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 |
ACQUISITIONS AND RECENT TRANS26
ACQUISITIONS AND RECENT TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Summary of Business Acquisitions and Asset Purchased | Acquisition Date Description Total Cost (Dollars in thousands) September 15, 2015 KEXB-AM (formerly KMKI-AM) Dallas, Texas (business acquisition) $ 3,000 September 10, 2015 WBIX-AM (formerly WMKI-AM), Boston, Massachusetts (business acquisition) 500 September 3, 2015 Spanish Bible Mobile Applications (business acquisition) 500 September 1, 2015 DailyBible Mobile Applications (business acquisition) 1,500 July 1, 2015 DividendInvestor.com (business acquisition) 1,000 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) 129 $ 13,380 |
Summary of Total Acquisition Consideration | Description Total Consideration (Dollars in thousands) Cash payments $ 13,015 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 $ 13,380 |
Total Acquisition Consideration Allocated | Net Broadcast Assets Acquired Net Digital Media Net Assets (Dollars in thousands) Assets Property and equipment $ 5,590 $ 604 $ 6,194 Broadcast licenses 3,131 — 3,131 Goodwill 30 254 284 Inventories — 14 14 Customer lists and contracts — 29 29 Domain and brand names — 1,088 1,088 Subscriber base and lists — 3,011 3,011 Non-compete agreements — 146 146 Liabilities Deferred revenue liabilities assumed — (517 ) (517 ) $ 8,751 $ 4,629 $ 13,380 |
CONTINGENT EARN-OUT CONSIDERA27
CONTINGENT EARN-OUT CONSIDERATION (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
CONTINGENT EARN-OUT CONSIDERATION [Abstract] | |
Schedule of changes in present value of acquisition related contingent earn-out consideration | Three Months Ending September 30, 2015 Short-Term Long-Term Accrued Expenses Other Liabilities Total (Dollars in thousands) Beginning Balance as of July 1, 2015 $ 1,190 $ 1,086 $ 2,276 Accretion of acquisition-related contingent consideration 17 12 29 Change in the estimated fair value of contingent earn-out consideration (418 ) (185 ) (603 ) Payments (16 ) — (16 ) Ending Balance as of September 30, 2015 $ 773 $ 913 $ 1,686 Nine Months Ending September 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 48 38 86 Change in the estimated fair value of contingent earn-out consideration (631 ) (161 ) (792 ) Reclassification of payments due in next 12 months to short-term 798 (798 ) — Payments (1,193 ) — (1,193 ) Ending Balance as of September 30, 2015 $ 773 $ 913 $ 1,686 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
INVENTORIES [Abstract] | |
Schedule of inventory on hand by segment | As of December 31, 2014 As of September 30, 2015 (Dollars in thousands) Regnery Publishing book inventories $ 1,575 $ 2,142 Reserve for obsolescence – Regnery Publishing (1,225 ) (1,620 ) Inventory net, Regnery Publishing 350 522 Wellness products – Eagle & Gene Smart $ 224 $ 554 Reserve for obsolescence – Wellness products (2 ) (3 ) Inventory, net Wellness products 222 551 Consolidated inventories, net $ 572 $ 1,073 |
STOCK INCENTIVE PLAN (Tables)
STOCK INCENTIVE PLAN (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
STOCK INCENTIVE PLAN [Abstract] | |
Schedule of Stock-Based Compensation Expense Recognized | Three Months Ended September 30, Nine Months Ended September 30, 2014 2015 2014 2015 (Dollars in thousands) Stock option compensation expense included in corporate expenses $ 223 $ 97 $ 843 $ 413 Restricted stock awards compensation expense included in corporate expenses — 14 — 29 Stock option compensation expense included in broadcast operating expenses 64 30 253 107 Stock option compensation expense included in digital media operating expenses 40 20 134 75 Stock option compensation expense included in publishing operating expenses 17 9 46 33 Total stock-based compensation expense, pre-tax $ 344 $ 170 $ 1,276 $ 657 Tax provision for stock-based compensation expense (137 ) (68 ) (510 ) (263 ) Total stock-based compensation expense, net of tax $ 207 $ 102 $ 766 $ 394 |
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 September 30, Nine Months Ended September 30, 2014 2015 2014 2015 Expected volatility n/a n/a 74.98 % 52.37 % Expected dividends n/a n/a 2.70 % 4.28 % Expected term (in years) n/a n/a 7.8 3.0 Risk-free interest rate n/a 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 (in thousands) Outstanding at January 1, 2015 1,816,204 $ 4.88 $ 3.39 $ 5,718 Granted 10,000 6.08 1.98 Exercised (143,208 ) 2.19 1.35 Forfeited or expired (54,462 ) 12.15 8.05 Outstanding at September 30, 2015 1,628,534 $ 4.88 $ 3.40 4.5 $ 2,769 Exercisable at September 30, 2015 987,484 $ 4.93 $ 3.55 3.5 $ 1,648 Expected to Vest 608,679 $ 4.81 $ 3.16 5.9 $ 1,065 |
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 (in thousands) Outstanding at January 1, 2015 — $ — $ — Granted 10,000 5.83 1.0 61 Vested — — Forfeited — — Unvested outstanding at September 30, 2015 10,000 $ 5.83 0.5 $ 61 |
EQUITY TRANSACTIONS (Tables)
EQUITY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
EQUITY TRANSACTIONS [Abstract] | |
Schedule of Cash Distributions Declared and Paid | Announcement Date Payment Date Amount Per Share Cash Distributed Dollars in thousands September 1, 2015 September 30, 2015 $ 0.0650 $ 1,655 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 D31
NOTES PAYABLE AND LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Long-Term Debt | As of December 31, 2014 As of September 30, 2015 (Dollars in thousands) Term Loan B $ 274,933 $ 273,088 Revolver 1,784 6,055 Capital leases and other loans 788 702 277,505 279,845 Less current portion (1,898 ) (7,662 ) $ 275,607 $ 272,183 |
Principle Repayment Requirements Under Long Term Agreements Outstanding | Amount For the Twelve Months Ended September 30, (Dollars in thousands) 2016 $ 7,662 2017 3,111 2018 3,108 2019 3,104 2020 3,103 Thereafter 259,757 $ 279,845 |
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) | 9 Months Ended |
Sep. 30, 2015 | |
AMORTIZABLE INTANGIBLE ASSETS [Abstract] | |
Summary of Significant Classes of Amortizable Intangible Assets | As of September 30, 2015 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 19,939 $ (18,387 ) $ 1,552 Domain and brand names 16,555 (10,823 ) 5,732 Favorable and assigned leases 2,379 (1,864 ) 515 Subscriber base and lists 7,313 (3,453 ) 3,860 Author relationships 2,245 (1,487 ) 758 Non-compete agreements 1,034 (753 ) 281 Other amortizable intangible assets 1,336 (1,336 ) — $ 50,801 $ (38,103 ) $ 12,698 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 (Oct – Dec) $ 1,347 2016 3,818 2017 2,414 2018 2,171 2019 1,742 Thereafter 1,206 Total $ 12,698 |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
DERIVATIVE INSTRUMENTS [Abstract] | |
Schedule of fair value of interest rate swap | As of December 31, 2014 As of September 30, 2015 (Dollars in thousands) Fair value of interest rate swap asset (liability) $ 475 $ (2,011 ) |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair Value of Financial Assets Measured at Fair Value | September 30, 2015 Total Fair Value Fair Value Measurement Category and Carrying Value on Balance Sheet Level 1 Level 2 Level 3 (Dollars in thousands) Assets: Cash and cash equivalents $ 186 $ 186 $ — $ — Trade accounts receivable, net 36,855 36,855 — — Liabilities: Accounts payable 5,909 5,909 — — Accrued expenses including estimated fair value of contingent earn-out 12,245 11,472 — 773 Accrued interest — — Long term liabilities including estimated fair value of contingent earn-out consideration 934 21 — 913 Long-term debt 272,183 272,183 — — Fair value of interest rate swap 2,011 — 2,011 — |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
SEGMENT DATA [Abstract] | |
Schedule of Segment Data | Broadcast Digital Media Publishing Unallocated Consolidated (Dollars in thousands) Three Months Ended September 30, 2015 Total net revenue $ 49,186 $ 11,393 $ 6,912 $ — $ 67,491 Operating expenses 35,407 8,761 6,966 3,697 54,831 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on the sale or disposal of assets $ 13,779 $ 2,632 $ (54 ) $ (3,697 ) $ 12,660 Depreciation 1,929 838 153 216 3,136 Amortization 23 1,171 136 — 1,330 Change in the estimated fair value of contingent earn-out consideration — (105 ) (498 ) — (603 ) (Gain) loss on the sale or disposal of assets 35 11 (57 ) 8 (3 ) Net operating income (loss) $ 11,792 $ 717 $ 212 $ (3,921 ) $ 8,800 Three Months Ended September 30, 2014 Net revenue $ 48,246 $ 11,503 $ 9,859 $ — $ 69,608 Operating expenses 34,402 9,018 8,252 3,880 55,552 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and loss on the sale or disposal of assets $ 13,844 $ 2,485 $ 1,607 $ (3,880 ) $ 14,056 Depreciation 1,971 764 130 276 3,141 Amortization 23 1,202 304 1 1,530 Change in the estimated fair value of contingent earn-out consideration — 58 487 — 545 Loss on the sale or disposal of assets (7 ) — — — (7 ) Net operating income (loss) $ 11,857 $ 461 $ 686 $ (4,157 ) $ 8,847 Broadcast Digital Media Publishing Unallocated Consolidated (Dollars in thousands) Nine Months Ended September 30, 2015 Total net revenue $ 144,785 $ 33,683 $ 18,172 $ — $ 196,640 Operating expenses 104,511 26,528 17,932 11,206 160,177 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on the sale or disposal of assets $ 40,274 $ 7,155 $ 240 $ (11,206 ) $ 36,463 Depreciation 5,769 2,396 488 715 9,368 Amortization 69 3,497 407 1 3,974 Change in the estimated fair value of contingent earn-out consideration — (316 ) (476 ) — (792 ) (Gain) loss on the sale or disposal of assets 194 11 (58 ) 9 156 Net operating income (loss) $ 34,242 $ 1,567 $ (121 ) $ (11,931 ) $ 23,757 Nine Months Ended September 30, 2014 Net revenue $ 144,144 $ 35,134 $ 21,311 $ — $ 200,589 Operating expenses 103,563 27,138 20,067 12,920 163,688 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and loss on the sale or disposal of assets $ 40,581 $ 7,996 $ 1,244 $ (12,920 ) $ 36,901 Depreciation 5,954 2,278 364 841 9,437 Amortization 75 3,682 909 1 4,667 Change in the estimated fair value of contingent earn-out consideration — 275 639 — 914 Loss on the sale or disposal of assets 214 — — — 214 Net operating income (loss) $ 34,338 $ 1,761 $ (668 ) $ (13,762 ) $ 21,669 Broadcast Digital Media Publishing Unallocated Consolidated (Dollars in thousands) As of September 30, 2015 Inventories, net $ — $ 551 $ 522 $ — $ 1,073 Property and equipment, net 86,522 7,190 1,778 8,155 103,645 Broadcast licenses 390,051 — — — 390,051 Goodwill 3,986 19,930 1,044 8 24,968 Other indefinite-lived intangible assets — — 833 — 833 Amortizable intangible assets, net 514 10,662 1,521 1 12,698 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 September 30, 2014 Nine Months Ended September 30, 2014 As Reported (1) As Updated As Reported Original (1) As Updated (Dollars in thousands) Net Revenue by Segment: Net broadcast revenue $ 46,962 $ 48,246 $ 140,393 $ 144,144 Net digital media revenue 14,516 11,503 41,827 35,134 Net publishing revenue 8,130 9,859 18,369 21,311 Total net revenue $ 69,608 $ 69,608 $ 200,589 $ 200,589 Operating expenses by segment: Broadcast operating expenses $ 32,596 $ 34,402 $ 97,695 $ 103,563 Digital media operating expenses 10,936 9,018 30,827 27,138 Publishing operating expenses 6,766 8,252 17,624 20,067 Unallocated corporate expenses 5,254 3,880 17,542 12,920 $ 55,552 $ 55,552 $ 163,688 $ 163,688 Net operating income before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on the sale or disposal of assets $ 8,847 $ 8,847 $ 21,669 $ 21,669 (1) Includes the reclassification of $ 16,000 |
OVERVIEW AND BASIS OF PRESENT36
OVERVIEW AND BASIS OF PRESENTATION (Details) | 9 Months Ended |
Sep. 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 OT37
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill And Other Intangible Assets [Line Items] | |
Percentage of indefinite-lived intangible assets out of total assets | 70.00% |
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 ASSE38
IMPAIRMENT OF LONG-LIVED ASSETS (Details) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
IMPAIRMENT OF LONG-LIVED ASSETS [Abstract] | |
Impairment of long-lived assets | $ 0 |
ACQUISITIONS AND RECENT TRANS39
ACQUISITIONS AND RECENT TRANSACTIONS (Narrative) (Details) - USD ($) | Oct. 02, 2015 | Sep. 30, 2015 | Sep. 15, 2015 | Sep. 10, 2015 | Sep. 03, 2015 | Sep. 01, 2015 | Aug. 28, 2015 | Jul. 02, 2015 | Jun. 30, 2015 | Jun. 04, 2015 | Jun. 02, 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 | Feb. 04, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 |
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||
Loss on early retirement of long-term debt | $ (18,000) | $ (41,000) | $ (26,000) | ||||||||||||||||||||||||||||||
Amortization of bond issue costs and bank loan fees | 471,000 | 516,000 | |||||||||||||||||||||||||||||||
Class A and Class B common stock, dividend paid | 4,956,000 | 4,537,000 | |||||||||||||||||||||||||||||||
Purchase price | 13,380,000 | ||||||||||||||||||||||||||||||||
Goodwill | $ 24,968,000 | $ 24,684,000 | $ 24,968,000 | 24,968,000 | |||||||||||||||||||||||||||||
Acquisition-related expenses | 300,000 | $ 400,000 | |||||||||||||||||||||||||||||||
Cash paid toward the contingent earn-out consideration | (16,000) | (1,193,000) | |||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
Second Quarter Dividend [Member] | |||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||
Class A and Class B common stock, dividend declared date | Sep. 1, 2015 | ||||||||||||||||||||||||||||||||
Class A and Class B common stock, dividend declared per share | $ 0.0650 | ||||||||||||||||||||||||||||||||
Class A and Class B common stock, dividend paid | $ 1,700,000 | ||||||||||||||||||||||||||||||||
Class A and Class B common stock, payment date | Sep. 30, 2015 | ||||||||||||||||||||||||||||||||
Class A and Class B common stock, record date | Sep. 16, 2015 | ||||||||||||||||||||||||||||||||
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 | $ 3,000 | ||||||||||||||||||||||||||||||||
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 | $ 158,000 | $ 600,000 | |||||||||||||||||||||||||||||||
Deferred subscription liabilities | 400,000 | ||||||||||||||||||||||||||||||||
Goodwill | $ 3,000 | ||||||||||||||||||||||||||||||||
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 | 30,000 | ||||||||||||||||||||||||||||||||
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 | $ 5,000 | ||||||||||||||||||||||||||||||||
Purchases of domain names (asset purchases) | |||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||
Purchase price | $ 129,000 | ||||||||||||||||||||||||||||||||
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 | $ 2,750,000 | ||||||||||||||||||||||||||||||||
Goodwill | $ 5,000 | ||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||
Radio station KKSP-FM in Little Rock, Arkansas [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||
Acquisition date | Oct. 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 | May 6, 2015 | ||||||||||||||||||||||||||||||||
Purchase price | $ 1,242,000 | ||||||||||||||||||||||||||||||||
Contingent earn-out consideration achievement of milestone period | 2 years | ||||||||||||||||||||||||||||||||
Estimated fair value of contingent earn-out consideration | $ 165,000 | ||||||||||||||||||||||||||||||||
Contingent earn-out consideration estimated fair value | $ 100,000 | ||||||||||||||||||||||||||||||||
Contingent earn-out consideration achievement of actual milestone period | 2 years | ||||||||||||||||||||||||||||||||
Business acquisition purchase price | $ 1,100,000 | ||||||||||||||||||||||||||||||||
Maximum additional amount which may be paid over the remaining earn-out period based on the achievement of certain page view milestones | 300,000 | ||||||||||||||||||||||||||||||||
Cash paid toward the contingent earn-out consideration | $ 35,000 | ||||||||||||||||||||||||||||||||
Business acquisition, goodwill | $ 100,000 | ||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||
Radio station KEXB-AM in Dallas, Texas [Member] | |||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||
Acquisition date | Sep. 15, 2015 | ||||||||||||||||||||||||||||||||
Purchase price | $ 3,000,000 | ||||||||||||||||||||||||||||||||
Goodwill | $ 12,000 | ||||||||||||||||||||||||||||||||
Radio station WBIX-AM in Boston, Massachusetts [Member] | |||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||
Acquisition date | Sep. 10, 2015 | ||||||||||||||||||||||||||||||||
Purchase price | $ 500,000 | ||||||||||||||||||||||||||||||||
Goodwill | $ 5,000 | ||||||||||||||||||||||||||||||||
Spanish Bible mobile applications [Member] | |||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||
Acquisition date | Sep. 3, 2015 | ||||||||||||||||||||||||||||||||
Purchase price | $ 500,000 | ||||||||||||||||||||||||||||||||
Goodwill | $ 10,000 | ||||||||||||||||||||||||||||||||
Daily Bible mobile applications [Member] | |||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||
Acquisition date | Sep. 1, 2015 | ||||||||||||||||||||||||||||||||
Purchase price | $ 1,500,000 | ||||||||||||||||||||||||||||||||
Goodwill | $ 45,000 | ||||||||||||||||||||||||||||||||
DividendInvestor.com [Member] | |||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||
Acquisition date | Jul. 1, 2015 | ||||||||||||||||||||||||||||||||
Purchase price | $ 1,000,000 | ||||||||||||||||||||||||||||||||
Deferred subscription liabilities | 70,000 | ||||||||||||||||||||||||||||||||
Goodwill | $ 82,000 | ||||||||||||||||||||||||||||||||
Radio station WWMI-AM in Tampa, Florida [Member] | |||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||
Acquisition date | Aug. 28, 2015 | ||||||||||||||||||||||||||||||||
Business acquisition purchase price | $ 800,000 | ||||||||||||||||||||||||||||||||
Radio station KDDZ-AM in Denver, Colorado [Member] | |||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||
Acquisition date | Aug. 28, 2015 | ||||||||||||||||||||||||||||||||
Business acquisition purchase price | $ 600,000 | ||||||||||||||||||||||||||||||||
Radio station KDIZ-AM in Minneapolis, Minnesota, Florida [Member] | |||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||
Acquisition date | Aug. 28, 2015 | ||||||||||||||||||||||||||||||||
Business acquisition purchase price | $ 400,000 | ||||||||||||||||||||||||||||||||
Radio station KDZR-AM in Portland, Oregon [Member] | |||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||
Acquisition date | Aug. 28, 2015 | ||||||||||||||||||||||||||||||||
Business acquisition purchase price | $ 300,000 | ||||||||||||||||||||||||||||||||
Radio station WSDZ-AM in St. Louis, Missouri [Member] | |||||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||||||||
Acquisition date | Aug. 28, 2015 | ||||||||||||||||||||||||||||||||
Business acquisition purchase price | $ 300,000 |
ACQUISITIONS AND RECENT TRANS40
ACQUISITIONS AND RECENT TRANSACTIONS (Summary of Business Acquisitions and Asset Purchases) (Details) - USD ($) $ in Thousands | Sep. 15, 2015 | Sep. 10, 2015 | Sep. 03, 2015 | Sep. 01, 2015 | Jul. 02, 2015 | Jun. 04, 2015 | May. 12, 2015 | May. 07, 2015 | May. 06, 2015 | Apr. 07, 2015 | Mar. 27, 2015 | Feb. 06, 2015 | Jan. 10, 2014 | Dec. 10, 2013 | Feb. 04, 2015 | Sep. 30, 2015 |
Business Acquisition [Line Items] | ||||||||||||||||
Business acquisition, total cost | $ 13,380 | |||||||||||||||
KEXB-AM (formerly KMKI-AM) Dallas, Texas (business acquisition) [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business acquisition, total cost | $ 3,000 | |||||||||||||||
Business acquisition, date | Sep. 15, 2015 | |||||||||||||||
WBIX-AM (formerly WMKI-AM), Boston, Massachusetts (business acquisition) [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business acquisition, total cost | $ 500 | |||||||||||||||
Business acquisition, date | Sep. 10, 2015 | |||||||||||||||
Spanish Bible Mobile Applications (business acquisition) [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business acquisition, total cost | $ 500 | |||||||||||||||
Business acquisition, date | Sep. 3, 2015 | |||||||||||||||
Daily Bible Devotion mobile applications [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business acquisition, total cost | $ 1,500 | |||||||||||||||
Business acquisition, date | Sep. 1, 2015 | |||||||||||||||
DividendInvestor.com (business acquisition) [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business acquisition, total cost | $ 1,000 | |||||||||||||||
Business acquisition, date | Jul. 1, 2015 | |||||||||||||||
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 | $ 2,750 | |||||||||||||||
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 | 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 | $ 158 | $ 600 | ||||||||||||||
Business acquisition, date | Feb. 6, 2015 | |||||||||||||||
Eagle Publishing (business acquisition) [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business acquisition, date | Jan. 10, 2014 | |||||||||||||||
Purchase of domain names and digital media assets (asset purchases) | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business acquisition, total cost | $ 129 | |||||||||||||||
Twitchy.com (business acquisition) [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Business acquisition, date | Dec. 10, 2013 |
ACQUISITIONS AND RECENT TRANS41
ACQUISITIONS AND RECENT TRANSACTIONS (Summary of Total Acquisition Consideration) (Details) $ in Thousands | Sep. 30, 2015USD ($) |
ACQUISITIONS AND RECENT TRANSACTIONS [Abstract] | |
Cash payments | $ 13,015 |
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 | $ 13,380 |
ACQUISITIONS AND RECENT TRANS42
ACQUISITIONS AND RECENT TRANSACTIONS (Schedule of Total Acquisition Consideration Allocated to Net Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Assets | ||
Goodwill | $ 24,968 | $ 24,684 |
Broadcast Internet and Publishing Acquisitions | ||
Assets | ||
Property and equipment | 6,194 | |
Broadcast licenses | 3,131 | |
Goodwill | 284 | |
Inventories | 14 | |
Customer lists and contracts | 29 | |
Domain and brand names | 1,088 | |
Subscriber base and lists | 3,011 | |
Non-compete agreements | 146 | |
Liabilities | ||
Deferred revenue liabilities assumed | (517) | |
Total purchase price consideration | 13,380 | |
Broadcast [Member] | Broadcast Internet and Publishing Acquisitions | ||
Assets | ||
Property and equipment | 5,590 | |
Broadcast licenses | 3,131 | |
Goodwill | $ 30 | |
Inventories | ||
Customer lists and contracts | ||
Domain and brand names | ||
Subscriber base and lists | ||
Non-compete agreements | ||
Liabilities | ||
Deferred revenue liabilities assumed | ||
Total purchase price consideration | $ 8,751 | |
Digital Media [Member] | Broadcast Internet and Publishing Acquisitions | ||
Assets | ||
Property and equipment | $ 604 | |
Broadcast licenses | ||
Goodwill | $ 254 | |
Inventories | 14 | |
Customer lists and contracts | 29 | |
Domain and brand names | 1,088 | |
Subscriber base and lists | 3,011 | |
Non-compete agreements | 146 | |
Liabilities | ||
Deferred revenue liabilities assumed | (517) | |
Total purchase price consideration | $ 4,629 |
CONTINGENT EARN-OUT CONSIDERA43
CONTINGENT EARN-OUT CONSIDERATION (Narrative) (Details) - USD ($) | May. 06, 2015 | Feb. 06, 2015 | Jan. 10, 2014 | Dec. 10, 2013 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||
Change in the estimated fair value of contingent earn-out consideration | $ (603,000) | $ 545,000 | $ (792,000) | $ 914,000 | ||||||
Cash paid toward the contingent earn-out consideration | (16,000) | (1,193,000) | ||||||||
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 recorded at the discounted present value | $ 158,000 | |||||||||
Discount is being accreted to interest expense earn out 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 | 47,000 | |||||||||
Cash paid toward the contingent earn-out consideration | 30,000 | |||||||||
Twitchy.com (business acquisition) [Member] | ||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||
Acquisition date | Dec. 10, 2013 | |||||||||
Cash paid for business acquisition | $ 900,000 | |||||||||
Contingent earn-out consideration achievement of milestone period | 2 years | |||||||||
Contingent earn-out consideration recorded at the discounted present value | $ 600,000 | |||||||||
Discount is being accreted to interest expense earn out period | 2 years | |||||||||
Contingent earn-out consideration period | 2 years | |||||||||
Total contingent earn-out consideration | $ 1,300,000 | |||||||||
Estimated fair value of contingent earn-out consideration | $ 800,000 | $ 300,000 | ||||||||
Change in the estimated fair value of contingent earn-out consideration | 300,000 | |||||||||
Cash paid toward the contingent earn-out consideration | 600,000 | |||||||||
Eagle Publishing (business acquisition) [Member] | ||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||
Acquisition date | Jan. 10, 2014 | |||||||||
Cash paid for business acquisition | $ 3,500,000 | |||||||||
Contingent earn-out consideration achievement of milestone period | 3 years | |||||||||
Contingent earn-out consideration recorded at the discounted present value | $ 2,000,000 | |||||||||
Discount is being accreted to interest expense earn out period | 3 years | |||||||||
Contingent earn-out consideration period | 3 years | |||||||||
Total contingent earn-out consideration | $ 2,400,000 | |||||||||
Estimated fair value of contingent earn-out consideration | $ 400,000 | |||||||||
Change in the estimated fair value of contingent earn-out consideration | $ 500,000 | |||||||||
Cash paid toward the contingent earn-out consideration | $ 900,000 | |||||||||
Due in future installments over the next two years | 5,000,000 | |||||||||
Due in contingent earn-out consideration payable over a three-year period | $ 8,500,000 | |||||||||
Daily Bible Devotion (business acquisition) [Member] | ||||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||||
Acquisition date | May 6, 2015 | |||||||||
Cash paid for business acquisition | $ 1,100,000 | |||||||||
Contingent earn-out consideration achievement of milestone period | 2 years | |||||||||
Contingent earn-out consideration recorded at the discounted present value | $ 142,000 | |||||||||
Discount is being accreted to interest expense earn out period | 2 years | |||||||||
Contingent earn-out consideration achievement of actual milestone period | 2 years | |||||||||
Estimated fair value of contingent earn-out consideration | $ 165,000 | |||||||||
Change in the estimated fair value of contingent earn-out consideration | 300,000 | |||||||||
Cash paid toward the contingent earn-out consideration | $ 35,000 | |||||||||
Maximum additional contingent earn-out consideration payable | $ 300,000 |
CONTINGENT EARN-OUT CONSIDERA44
CONTINGENT EARN-OUT CONSIDERATION (Schedule of Changes in Present Value of Acquisition Related Contingent Earn-out Consideration) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition, Contingent Consideration [Line Items] | ||||
Beginning Balance | $ 2,276 | $ 3,285 | ||
Acquisitions | 300 | |||
Accretion of acquisition-related contingent consideration | 29 | 86 | ||
Change in the estimated fair value of contingent earn-out consideration | (603) | $ 545 | $ (792) | $ 914 |
Reclassification of payments due in next 12 months to short-term | ||||
Payments | (16) | $ (1,193) | ||
Ending Balance | 1,686 | 1,686 | ||
Short-Term Accrued Expenses [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Beginning Balance | 1,190 | 1,575 | ||
Acquisitions | 176 | |||
Accretion of acquisition-related contingent consideration | 17 | 48 | ||
Change in the estimated fair value of contingent earn-out consideration | (418) | (631) | ||
Reclassification of payments due in next 12 months to short-term | 798 | |||
Payments | (16) | (1,193) | ||
Ending Balance | 773 | 773 | ||
Long-Term Other Liabilities [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Beginning Balance | 1,086 | 1,710 | ||
Acquisitions | 124 | |||
Accretion of acquisition-related contingent consideration | 12 | 38 | ||
Change in the estimated fair value of contingent earn-out consideration | $ (185) | (161) | ||
Reclassification of payments due in next 12 months to short-term | $ (798) | |||
Payments | ||||
Ending Balance | $ 913 | $ 913 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Reserve for obsolescence | $ (1,623) | $ (1,227) |
Inventory, net | 1,073 | 572 |
Regnery Publishing [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | 2,142 | 1,575 |
Reserve for obsolescence | (1,620) | (1,225) |
Inventory, net | 522 | 350 |
Wellness products [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | 554 | 224 |
Reserve for obsolescence | (3) | (2) |
Inventory, net | $ 551 | $ 222 |
STOCK INCENTIVE PLAN (Narrative
STOCK INCENTIVE PLAN (Narrative) (Details) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2015USD ($)OptionPlan$ / sharesshares | Sep. 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 | $ 0.4 | |
Total unrecognized compensation cost related to non-vested awards of stock options, weighted average recognition period | 1 year 1 month 6 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 | $ 6.12 | |
Total fair value of options vested | $ 1.5 | $ 1.8 |
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 | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense, pre-tax | $ 170 | $ 344 | $ 657 | $ 1,276 |
Tax provision for stock-based compensation expense | (68) | (137) | (263) | (510) |
Total stock-based compensation expense, net of tax | 102 | 207 | 394 | 766 |
Corporate [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock option expense | 97 | $ 223 | 413 | $ 843 |
Restricted stock expenses | 14 | 29 | ||
Broadcast [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock option expense | 30 | $ 64 | 107 | $ 253 |
Digital Media [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock option expense | 20 | 40 | 75 | 134 |
Publishing [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock option expense | $ 9 | $ 17 | $ 33 | $ 46 |
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 | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
STOCK INCENTIVE PLAN [Abstract] | ||||
Expected volatility | 52.37% | 74.98% | ||
Expected dividends | 4.28% | 2.70% | ||
Expected term (in years) | 3 years | 7 years 9 months 18 days | ||
Risk-free interest rate | 0.85% | 2.27% |
STOCK INCENTIVE PLAN (Schedul49
STOCK INCENTIVE PLAN (Schedule of Stock Option Activity) (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Shares [Roll Forward] | |
Beginning Balance | shares | 1,816,204 |
Granted | shares | 10,000 |
Exercised | shares | (143,208) |
Forfeited or expired | shares | (54,462) |
Ending Balance | shares | 1,628,534 |
Exercisable at end of period | shares | 987,484 |
Expected to Vest | shares | 608,679 |
Weighted Average Exercise Price [Abstract] | |
Beginning Balance | $ 4.88 |
Granted | 6.08 |
Exercised | 2.19 |
Forfeited or expired | 12.15 |
Ending Balance | 4.88 |
Exercisable at end of period | 4.93 |
Expected to Vest | 4.81 |
Weighted Average Grant Date Fair value [Abstract] | |
Beginning Balance | 3.39 |
Granted | 1.98 |
Exercised | 1.35 |
Forfeited or expired | 8.05 |
Ending Balance | 3.40 |
Exercisable at end of period | 3.55 |
Expected to Vest | $ 3.16 |
Weighted Average Remaining Contractual Term [Abstract] | |
Contractual term | 4 years 6 months |
Exercisable at end of period | 3 years 6 months |
Expected to Vest | 5 years 10 months 24 days |
Aggregate Intrinsic Value [Abstract] | |
Beginning Balance | $ | $ 5,718 |
Ending Balance | $ | 2,769 |
Exercisable at end of period | $ | 1,648 |
Expected to Vest | $ | $ 1,065 |
STOCK INCENTIVE PLAN (Schedule
STOCK INCENTIVE PLAN (Schedule of Information Regarding Restricted Stock Activity) (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Shares [Roll Forward] | |
Beginning balance | shares | |
Granted | shares | 10,000 |
Vested | shares | |
Forfeited | shares | |
Ending balance | shares | 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] | |
Outstanding, contractual term | 6 months |
Granted | 1 year |
Aggregate Intrinsic Value [Abstract] | |
Beginning Balance | $ | |
Granted | $ | $ 61 |
Ending Balance | $ | $ 61 |
EQUITY TRANSACTIONS (Narrative)
EQUITY TRANSACTIONS (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 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 | $ 0.7 | $ 1.3 | |
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) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)$ / shares | |
Dividend Payment 1st [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | Sep. 1, 2015 |
Payment Date | Sep. 30, 2015 |
Amount Per Share | $ / shares | $ 0.0650 |
Cash Distributed | $ 1,655 |
Dividend Payment 2nd [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | Jun. 2, 2015 |
Payment Date | Jun. 30, 2015 |
Amount Per Share | $ / shares | $ 0.0650 |
Cash Distributed | $ 1,654 |
Dividend Payment 3rd [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | Mar. 5, 2015 |
Payment Date | Mar. 31, 2015 |
Amount Per Share | $ / shares | $ 0.0650 |
Cash Distributed | $ 1,647 |
Dividend Payment 4th [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | Dec. 2, 2014 |
Payment Date | Dec. 29, 2014 |
Amount Per Share | $ / shares | $ 0.0650 |
Cash Distributed | $ 1,646 |
Dividend Payment Five [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | Sep. 2, 2014 |
Payment Date | Sep. 30, 2014 |
Amount Per Share | $ / shares | $ 0.0625 |
Cash Distributed | $ 1,579 |
Dividend Payment Six [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | May 27, 2014 |
Payment Date | Jun. 30, 2014 |
Amount Per Share | $ / shares | $ 0.0600 |
Cash Distributed | $ 1,514 |
Dividend Payment Seven [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | Mar. 6, 2014 |
Payment Date | Mar. 31, 2014 |
Amount Per Share | $ / shares | $ 0.0575 |
Cash Distributed | $ 1,444 |
NOTES PAYABLE AND LONG-TERM D53
NOTES PAYABLE AND LONG-TERM DEBT (Narrative) (Details) - USD ($) | Jan. 30, 2015 | Mar. 14, 2013 | Sep. 30, 2013 | Mar. 14, 2013 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||||||||
Ownership interest (as a percentage) | 100.00% | 100.00% | |||||||
Bank loan fees written off in conjunction with the early retirement of debt | $ 471,000 | $ 516,000 | |||||||
Loss on early retirement of long-term debt | $ (18,000) | (41,000) | (26,000) | ||||||
Debt, accrued interest | $ 54,000 | 54,000 | $ 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 | $ 47,000 | 140,000 | $ 141,000 | |||||
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 | 5.03% | 5.03% | |||||||
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 | $ 6,100,000 | $ 6,100,000 | |||||
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 to 1.0 and steps up to to 1.0 by 2016 and a maximum leverage ratio, which started at to 1.0 and steps down to to 1.0 by 2017. The credit agreement also includes other negative covenants that are customary for credit facilities of this type, including covenants that, subject to exceptions described in the credit agreement, restrict the ability of Salem and its subsidiary guarantors | ||||||||
Interest coverage ratio | 3.24% | 3.24% | 2.25% | ||||||
Leverage ratio | 5.61% | 5.61% | |||||||
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 D54
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 D55
NOTES PAYABLE AND LONG-TERM DEBT (Schedule of Change in Rate Based on Leverage Ratio) (Details) | Sep. 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 D56
NOTES PAYABLE AND LONG-TERM DEBT (Schedule of Change in Rate Based on Leverage Ratio) (Parenthetical) (Details) | Sep. 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 D57
NOTES PAYABLE AND LONG-TERM DEBT (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 279,845 | $ 277,505 |
Less current portion | (7,662) | (1,898) |
Long-term debt and capital lease obligations, less current portion | 272,183 | 275,607 |
Term Loan B [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 273,088 | 274,933 |
Revolver [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | 6,055 | 1,784 |
Capital leases and other loans [Member] | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 702 | $ 788 |
NOTES PAYABLE AND LONG-TERM D58
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 | Sep. 30, 2015 | Dec. 31, 2014 |
NOTES PAYABLE AND LONG-TERM DEBT [Abstract] | ||
2,016 | $ 7,662 | |
2,017 | 3,111 | |
2,018 | 3,108 | |
2,019 | 3,104 | |
2,020 | 3,103 | |
Thereafter | 259,757 | |
Long-term debt | $ 279,845 | $ 277,505 |
DEFERRED FINANCING COSTS (Detai
DEFERRED FINANCING COSTS (Details) - USD ($) | Jan. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||
Bank loan fees written off in conjunction with the early retirement of debt | $ 471,000 | $ 516,000 | ||
Deferred financing costs | $ 2,669,000 | $ 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 ASSETS60
AMORTIZABLE INTANGIBLE ASSETS (Summary of Significant Classes of Amortizable Intangible Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 50,801 | $ 46,525 |
Accumulated Amortization | (38,103) | (34,130) |
Net | 12,698 | 12,395 |
Customer lists and contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 19,939 | 19,910 |
Accumulated Amortization | (18,387) | (16,558) |
Net | 1,552 | 3,352 |
Domain and brand names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 16,555 | 15,465 |
Accumulated Amortization | (10,823) | (9,722) |
Net | 5,732 | 5,743 |
Favorable and assigned leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,379 | 2,379 |
Accumulated Amortization | (1,864) | (1,795) |
Net | 515 | 584 |
Subscriber base and lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 7,313 | 4,302 |
Accumulated Amortization | (3,453) | (2,671) |
Net | 3,860 | 1,631 |
Author relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,245 | 2,245 |
Accumulated Amortization | (1,487) | (1,379) |
Net | 758 | 866 |
Non-compete agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,034 | 888 |
Accumulated Amortization | (753) | (669) |
Net | 281 | 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 ASSETS61
AMORTIZABLE INTANGIBLE ASSETS (Schedule of Estimate Amortization Expense for Next Five Years) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
AMORTIZABLE INTANGIBLE ASSETS [Abstract] | ||
2015 (Oct - Dec) | $ 1,347 | |
2,016 | 3,818 | |
2,017 | 2,414 | |
2,018 | 2,171 | |
2,019 | 1,742 | |
Thereafter | 1,206 | |
Net | $ 12,698 | $ 12,395 |
BASIC AND DILUTED NET EARNING62
BASIC AND DILUTED NET EARNINGS PER SHARE (Details) - shares | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
BASIC AND DILUTED NET EARNINGS PER SHARE [Abstract] | |||
Options to purchase Class A common stock | 1,628,534 | 1,887,329 | 1,816,204 |
Dilutive shares | 447,689 | 729,560 |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2014 | Mar. 27, 2013 | |
Derivative [Line Items] | |||
Fair value of interest rate swap asset (liability) | $ 2,011 | ||
Level 2 [Member] | |||
Derivative [Line Items] | |||
Fair value of interest rate swap asset (liability) | $ 2,011 | ||
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) | $ (2,011) | $ 475 |
FAIR VALUE MEASUREMENTS (Summar
FAIR VALUE MEASUREMENTS (Summary of Fair Value of Financial Assets Measured at Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Assets: [Abstract] | ||
Cash and cash equivalents | $ 186 | |
Trade accounts receivable, net | 36,855 | |
Fair value of interest rate swap | $ 475 | |
Liabilities: [Abstract] | ||
Accounts payable | 5,909 | |
Accrued expenses including estimated fair value of contingent earn-out consideration | 12,245 | |
Long term liabilities including estimated fair value of contingent earn-out consideration | 934 | $ 4,123 |
Long-term debt | 272,183 | |
Fair value of interest rate swap | 2,011 | |
Quoted prices in active markets (Level 1) [Member] | ||
Assets: [Abstract] | ||
Cash and cash equivalents | 186 | |
Trade accounts receivable, net | 36,855 | |
Liabilities: [Abstract] | ||
Accounts payable | 5,909 | |
Accrued expenses including estimated fair value of contingent earn-out consideration | 11,472 | |
Long term liabilities including estimated fair value of contingent earn-out consideration | 21 | |
Long-term debt | $ 272,183 | |
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 | $ 2,011 | |
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 | $ 773 | |
Accrued interest | ||
Long term liabilities including estimated fair value of contingent earn-out consideration | $ 913 | |
Long-term debt | ||
Fair value of interest rate swap |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 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) | Sep. 30, 2015USD ($) |
Schedule of Operating Leases [Line Items] | |
Fair value of guarantees | $ 0 |
SEGMENT DATA (Narrative) (Detai
SEGMENT DATA (Narrative) (Details) | 9 Months Ended |
Sep. 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 | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total net revenue | $ 67,491 | $ 69,608 | $ 196,640 | $ 200,589 | |
Operating expenses | 54,831 | 55,552 | 160,177 | 163,688 | |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on the sale or disposal of assets | 12,660 | 14,056 | 36,463 | 36,901 | |
Depreciation | 3,136 | 3,141 | 9,368 | 9,437 | |
Amortization | 1,330 | 1,530 | 3,974 | 4,667 | |
Change in the estimated fair value of contingent earn-out consideration | (603) | 545 | (792) | 914 | |
(Gain) loss on the sale or disposal of assets | (3) | (7) | 156 | 214 | |
Operating income | 8,800 | 8,847 | 23,757 | 21,669 | |
Inventories, net | 1,073 | 1,073 | $ 572 | ||
Property and equipment, net | 103,645 | 103,645 | 99,227 | ||
Broadcast licenses | 390,051 | 390,051 | 385,726 | ||
Goodwill | 24,968 | 24,968 | 24,684 | ||
Other indefinite-lived intangible assets | 833 | 833 | 833 | ||
Amortizable intangible assets, net | 12,698 | 12,698 | $ 12,395 | ||
Operating Segments [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total net revenue | 69,608 | 200,589 | |||
Operating expenses | 55,552 | 163,688 | |||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on the sale or disposal of assets | 8,847 | 21,669 | |||
Operating Segments [Member] | Broadcast [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total net revenue | 49,186 | 48,246 | 144,785 | 144,144 | |
Operating expenses | 35,407 | 34,402 | 104,511 | 103,563 | |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on the sale or disposal of assets | 13,779 | 13,844 | 40,274 | 40,581 | |
Depreciation | 1,929 | 1,971 | 5,769 | 5,954 | |
Amortization | $ 23 | $ 23 | $ 69 | $ 75 | |
Change in the estimated fair value of contingent earn-out consideration | |||||
(Gain) loss on the sale or disposal of assets | $ 35 | $ (7) | $ 194 | $ 214 | |
Operating income | $ 11,792 | 11,857 | $ 34,242 | 34,338 | |
Inventories, net | |||||
Property and equipment, net | $ 86,522 | $ 86,522 | $ 81,948 | ||
Broadcast licenses | 390,051 | 390,051 | 385,726 | ||
Goodwill | $ 3,986 | $ 3,986 | $ 3,955 | ||
Other indefinite-lived intangible assets | |||||
Amortizable intangible assets, net | $ 514 | $ 514 | $ 583 | ||
Operating Segments [Member] | Digital Media [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total net revenue | 11,393 | 11,503 | 33,683 | 35,134 | |
Operating expenses | 8,761 | 9,018 | 26,528 | 27,138 | |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on the sale or disposal of assets | 2,632 | 2,485 | 7,155 | 7,996 | |
Depreciation | 838 | 764 | 2,396 | 2,278 | |
Amortization | 1,171 | 1,202 | 3,497 | 3,682 | |
Change in the estimated fair value of contingent earn-out consideration | (105) | $ 58 | (316) | $ 275 | |
(Gain) loss on the sale or disposal of assets | 11 | 11 | |||
Operating income | 717 | $ 461 | 1,567 | $ 1,761 | |
Inventories, net | 551 | 551 | 222 | ||
Property and equipment, net | $ 7,190 | $ 7,190 | $ 7,111 | ||
Broadcast licenses | |||||
Goodwill | $ 19,930 | $ 19,930 | $ 19,677 | ||
Other indefinite-lived intangible assets | |||||
Amortizable intangible assets, net | $ 10,662 | $ 10,662 | $ 9,884 | ||
Operating Segments [Member] | Publishing [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total net revenue | 6,912 | 9,859 | 18,172 | 21,311 | |
Operating expenses | 6,966 | 8,252 | 17,932 | 20,067 | |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on the sale or disposal of assets | (54) | 1,607 | 240 | 1,244 | |
Depreciation | 153 | 130 | 488 | 364 | |
Amortization | 136 | 304 | 407 | 909 | |
Change in the estimated fair value of contingent earn-out consideration | (498) | $ 487 | (476) | $ 639 | |
(Gain) loss on the sale or disposal of assets | (57) | (58) | |||
Operating income | 212 | $ 686 | (121) | $ (668) | |
Inventories, net | 522 | 522 | 350 | ||
Property and equipment, net | $ 1,778 | $ 1,778 | $ 1,941 | ||
Broadcast licenses | |||||
Goodwill | $ 1,044 | $ 1,044 | $ 1,044 | ||
Other indefinite-lived intangible assets | 833 | 833 | 833 | ||
Amortizable intangible assets, net | $ 1,521 | $ 1,521 | $ 1,926 | ||
Operating Segments [Member] | Unallocated Corporate [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Total net revenue | |||||
Operating expenses | $ 3,697 | $ 3,880 | $ 11,206 | $ 12,920 | |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on the sale or disposal of assets | (3,697) | (3,880) | (11,206) | (12,920) | |
Depreciation | $ 216 | 276 | 715 | 841 | |
Amortization | $ 1 | $ 1 | $ 1 | ||
Change in the estimated fair value of contingent earn-out consideration | |||||
(Gain) loss on the sale or disposal of assets | $ 8 | $ 9 | |||
Operating income | $ (3,921) | $ (4,157) | $ (11,931) | $ (13,762) | |
Inventories, net | |||||
Property and equipment, net | $ 8,155 | $ 8,155 | $ 8,227 | ||
Broadcast licenses | |||||
Goodwill | $ 8 | $ 8 | $ 8 | ||
Other indefinite-lived intangible assets | |||||
Amortizable intangible assets, net | $ 1 | $ 1 | $ 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 | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | $ 67,491 | $ 69,608 | $ 196,640 | $ 200,589 | |
Operating expenses | 54,831 | 55,552 | 160,177 | 163,688 | |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on the sale or disposal of assets | 12,660 | 14,056 | 36,463 | 36,901 | |
Operating Segments [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | 69,608 | 200,589 | |||
Operating expenses | 55,552 | 163,688 | |||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on the sale or disposal of assets | 8,847 | 21,669 | |||
Operating Segments [Member] | Broadcast [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | 49,186 | 48,246 | 144,785 | 144,144 | |
Operating expenses | 35,407 | 34,402 | 104,511 | 103,563 | |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on the sale or disposal of assets | 13,779 | 13,844 | 40,274 | 40,581 | |
Operating Segments [Member] | Digital Media [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | 11,393 | 11,503 | 33,683 | 35,134 | |
Operating expenses | 8,761 | 9,018 | 26,528 | 27,138 | |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on the sale or disposal of assets | 2,632 | 2,485 | 7,155 | 7,996 | |
Operating Segments [Member] | Publishing [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | 6,912 | 9,859 | 18,172 | 21,311 | |
Operating expenses | 6,966 | 8,252 | 17,932 | 20,067 | |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on the sale or disposal of assets | $ (54) | $ 1,607 | $ 240 | $ 1,244 | |
Operating Segments [Member] | Unallocated Corporate [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | |||||
Operating expenses | $ 3,697 | $ 3,880 | $ 11,206 | $ 12,920 | |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on the sale or disposal of assets | $ (3,697) | (3,880) | $ (11,206) | (12,920) | |
As Reported Original | Operating Segments [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | [1] | 69,608 | 200,589 | ||
Operating expenses | [1] | 55,552 | 163,688 | ||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on the sale or disposal of assets | [1] | 8,847 | 21,669 | ||
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] | 46,962 | 140,393 | ||
Operating expenses | [1] | 32,596 | 97,695 | ||
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] | 14,516 | 41,827 | ||
Operating expenses | [1] | 10,936 | 30,827 | ||
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] | 8,130 | 18,369 | ||
Operating expenses | [1] | 6,766 | 17,624 | ||
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] | $ 5,254 | 17,542 | ||
Reclassification [Member] | Digital Media [Member] | |||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||
Net revenue | (16,000) | ||||
Operating expenses | $ (16,000) | ||||
[1] | Includes the reclassification of $16,000 of revenue share commissions to digital media operating expenses from digital media revenue to conform to current presentation. |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Radio station KKSP-FM in Little Rock, Arkansas [Member] - USD ($) $ in Millions | Oct. 02, 2015 | Apr. 02, 2015 |
Subsequent Event [Line Items] | ||
Acquisition date | Apr. 1, 2015 | |
Cash paid for business acquisition | $ 1.5 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Acquisition date | Oct. 1, 2015 | |
Cash paid for business acquisition | $ 1.5 |