Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 01, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | SALEM MEDIA GROUP, INC. /DE/ | |
Entity Central Index Key | 1,050,606 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | SALM | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,255,855 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,553,696 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 44 | $ 98 |
Trade accounts receivable (net of allowances of $13,479 in 2015 and $11,287 in 2016) | 33,091 | 36,029 |
Other receivables (net of allowances of $217 in 2015 and $110 in 2016) | 830 | 1,981 |
Inventories (net of reserves of $1,855 in 2015 and $2,161 in 2016) | 903 | 893 |
Prepaid expenses | 6,315 | 6,285 |
Deferred income taxes | 9,813 | 9,813 |
Assets held for sale | 1,000 | 1,700 |
Total current assets | 51,996 | 56,799 |
Notes receivable (net of allowances of $528 in 2015 and $607 in 2016) | 154 | 173 |
Property and equipment (net of accumulated depreciation of $162,382 in 2015 and $160,604 in 2016) | 104,559 | 105,483 |
Broadcast licenses | 393,566 | 393,031 |
Goodwill | 24,793 | 24,563 |
Other indefinite-lived intangible assets | 833 | 833 |
Amortizable intangible assets (net of accumulated amortization of $39,454 in 2015 and $41,785 in 2016) | 13,220 | 11,481 |
Deferred financing costs | 116 | 151 |
Other assets | 3,104 | 2,500 |
Total assets | 592,341 | 595,014 |
Current liabilities: | ||
Accounts payable | 3,612 | 5,177 |
Accrued expenses | 10,687 | 11,301 |
Accrued compensation and related expenses | 8,272 | 8,297 |
Accrued interest | 47 | 16 |
Current portion of deferred revenue | 10,667 | 13,128 |
Income taxes payable | 128 | 73 |
Current portion of long-term debt and capital lease obligations | 4,439 | 5,662 |
Total current liabilities | 37,852 | 43,654 |
Long-term debt and capital lease obligations, less unamortized discount and debt issuance costs, net of current portion | 266,378 | 269,093 |
Fair value of interest rate swap | 2,979 | 798 |
Deferred income taxes | 59,258 | 57,082 |
Deferred revenue, less current portion | 14,903 | 13,930 |
Other long-term liabilities | 35 | 636 |
Total liabilities | 381,405 | 385,193 |
Commitments and contingencies (Note 16) | ||
Stockholders’ Equity: | ||
Additional paid-in capital | 242,506 | 241,780 |
Accumulated earnings | 2,156 | 1,768 |
Treasury stock, at cost (2,317,650 shares at December 31, 2015 and June 30, 2016) | (34,006) | (34,006) |
Total stockholders’ equity | 210,936 | 209,821 |
Total liabilities and stockholders’ equity | 592,341 | 595,014 |
Common Class A [Member] | ||
Stockholders’ Equity: | ||
Common stock | 224 | 223 |
Common Class B [Member] | ||
Stockholders’ Equity: | ||
Common stock | $ 56 | $ 56 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Trade accounts receivable, allowances | $ 11,287 | $ 13,479 |
Other Receivables | 110 | 217 |
Inventories, reserves | 2,161 | 1,855 |
Notes receivable, allowance | 607 | 528 |
Property and equipment, accumulated depreciation | 160,604 | 162,382 |
Amortizable intangible assets, accumulated amortization | $ 41,785 | $ 39,454 |
Treasury stock, shares | 2,317,650 | 2,317,650 |
Common Class A [Member] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 80,000,000 | 80,000,000 |
Common stock, issued | 22,373,577 | 22,246,134 |
Common stock, outstanding | 20,055,927 | 19,928,484 |
Common Class B [Member] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 20,000,000 | 20,000,000 |
Common stock, issued | 5,553,696 | 5,553,696 |
Common stock, outstanding | 5,553,696 | 5,553,696 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net broadcast revenue | $ 49,707 | $ 49,060 | $ 98,178 | $ 95,599 |
Net digital media revenue | 11,311 | 11,499 | 22,595 | 22,290 |
Net publishing revenue | 6,761 | 6,734 | 11,581 | 11,260 |
Total net revenue | 67,779 | 67,293 | 132,354 | 129,149 |
Operating expenses: | ||||
Broadcast operating expenses, exclusive of depreciation and amortization shown below (including $365 and $402 for the three months ended June 30, 2015 and 2016, respectively, and $730 and $810 for the six months ended June 30, 2015 and 2016, respectively, paid to related parties) | 35,709 | 35,187 | 71,697 | 69,104 |
Digital media operating expenses, exclusive of depreciation and amortization shown below | 8,781 | 8,767 | 17,967 | 17,767 |
Publishing operating expenses, exclusive of depreciation and amortization shown below | 6,983 | 6,469 | 11,931 | 10,966 |
Unallocated corporate expenses exclusive of depreciation and amortization shown below (including $36 and $9 for the three months ended June 30, 2015 and 2016, respectively, and $69 and $107 for the six months ended June 30, 2015 and 2016, respectively, paid to related parties) | 3,568 | 3,518 | 7,781 | 7,509 |
Depreciation | 2,982 | 3,060 | 5,974 | 6,232 |
Amortization | 1,189 | 1,315 | 2,332 | 2,644 |
Change in the estimated fair value of contingent earn-out consideration | (134) | (307) | (262) | (189) |
Impairment of long-lived assets | 700 | 0 | 700 | 0 |
(Gain) loss on the sale or disposal of assets | (1,701) | 30 | (1,551) | 159 |
Total operating expenses | 58,077 | 58,039 | 116,569 | 114,192 |
Operating income | 9,702 | 9,254 | 15,785 | 14,957 |
Other income (expense): | ||||
Interest income | 2 | 2 | 3 | 3 |
Interest expense | (3,730) | (3,874) | (7,526) | (7,678) |
Change in the fair value of interest rate swap | (423) | 444 | (2,181) | (976) |
Loss on early retirement of long-term debt | (5) | 0 | (14) | (41) |
Net miscellaneous income and expenses | 0 | 0 | 0 | 7 |
Income from operations before income taxes | 5,546 | 5,826 | 6,067 | 6,272 |
Provision for income taxes | 2,190 | 2,303 | 2,358 | 2,454 |
Net income | $ 3,356 | $ 3,523 | $ 3,709 | $ 3,818 |
Basic earnings per share data: | ||||
Basic earnings per share | $ 0.13 | $ 0.14 | $ 0.14 | $ 0.15 |
Diluted earnings per share data: | ||||
Diluted earnings per share | 0.13 | 0.14 | 0.14 | 0.15 |
Distributions per share | $ 0.13 | $ 0.07 | $ 0.13 | $ 0.13 |
Basic weighted average shares outstanding | 25,551,445 | 25,429,127 | 25,518,339 | 25,387,813 |
Diluted weighted average shares outstanding | 26,052,649 | 25,829,493 | 25,927,804 | 25,875,306 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Parenthetical] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Broadcast operating expenses exclusive of depreciation and amortization | $ 35,709 | $ 35,187 | $ 71,697 | $ 69,104 |
Unallocated corporate expenses exclusive of depreciation and amortization | 3,568 | 3,518 | 7,781 | 7,509 |
Related Party [Member] | ||||
Broadcast operating expenses exclusive of depreciation and amortization | 402 | 365 | 810 | 730 |
Unallocated corporate expenses exclusive of depreciation and amortization | $ 9 | $ 36 | $ 107 | $ 69 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
OPERATING ACTIVITIES | ||
Net income | $ 3,709 | $ 3,818 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Non-cash stock-based compensation | 324 | 487 |
Tax benefit related to stock options exercised | 67 | 112 |
Depreciation and amortization | 8,306 | 8,876 |
Amortization of debt issuance costs | 318 | 314 |
Accretion of discount on Term Loan B | 103 | 93 |
Accretion of acquisition-related deferred payments and contingent consideration | 38 | 160 |
Provision for bad debts | 268 | 911 |
Deferred income taxes | 2,176 | 2,197 |
Change in the fair value of interest rate swap | 2,181 | 976 |
Change in the estimated fair value of contingent earn-out consideration | (262) | (189) |
Loss on early retirement of long-term debt | 14 | 41 |
Impairment of long-lived assets | 700 | 0 |
(Gain) loss on the sale or disposal of assets | (1,551) | 159 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 7,081 | 6,315 |
Inventories | (10) | (272) |
Prepaid expenses and other current assets | (30) | (1,191) |
Accounts payable and accrued expenses | 1,440 | (2,674) |
Deferred revenue | (5,209) | (4,359) |
Other liabilities | 0 | 327 |
Income taxes payable | 55 | (154) |
Net cash provided by operating activities | 19,718 | 15,947 |
INVESTING ACTIVITIES | ||
Cash paid for capital expenditures net of tenant improvement allowances and non-cash transactions from trade agreements | (5,055) | (4,207) |
Capital expenditures reimbursable under tenant improvement allowances and non-cash transactions from trade agreements | (448) | (947) |
Escrow deposits related to acquisitions | (19) | (225) |
Purchases of broadcast assets and radio stations | (718) | (5,186) |
Purchases of publishing businesses assets | (3) | 0 |
Proceeds from sale of broadcast assets | 2,471 | 0 |
Other | (547) | (390) |
Net cash used in investing activities | (7,122) | (12,277) |
FINANCING ACTIVITIES | ||
Payments of acquisition related contingent earn-out consideration | (88) | (1,177) |
Payments of deferred installments on acquisitions | (3,071) | (935) |
Proceeds from the exercise of stock options | 336 | 298 |
Payments of capital lease obligations | (53) | (58) |
Payment of cash distributions on common stock | (3,321) | (3,301) |
Book overdraft | (2,168) | 978 |
Net cash used in financing activities | (12,650) | (3,511) |
CASH FLOWS FROM DISCONTINUED OPERATIONS | ||
Net increase (decrease) in cash and cash equivalents | (54) | 159 |
Cash and cash equivalents at the beginning of year | 98 | 33 |
Cash and cash equivalents at end of period | 44 | 192 |
Cash paid during the period for: | ||
Cash paid for interest, net of capitalized interest | 7,099 | 7,071 |
Cash paid for income taxes | 60 | 316 |
Other supplemental disclosures of cash flow information: | ||
Barter revenue | 2,475 | 3,189 |
Barter expense | 2,441 | 2,960 |
Non-cash investing and financing activities: | ||
Capital expenditures reimbursable under tenant improvement allowances | 448 | 947 |
Non-cash capital expenditures for property & equipment acquired under trade agreements | 0 | 11 |
Estimated present value of contingent earn-out consideration | 0 | 300 |
Current value of deferred cash payments (short-term) | 1,300 | 0 |
Term Loan B [Member] | ||
FINANCING ACTIVITIES | ||
Repayments of borrowings | (2,750) | (2,000) |
Revolver [Member] | ||
FINANCING ACTIVITIES | ||
Repayments of borrowings | (34,433) | (24,538) |
Proceeds from borrowings under Revolver | 32,898 | 27,222 |
Digital Media [Member] | ||
INVESTING ACTIVITIES | ||
Purchases of digital media businesses and assets | $ (2,803) | $ (1,322) |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | The accompanying Condensed Consolidated Financial Statements of Salem Media Group, Inc. (“Salem,” “we,” “us,” “our” or the “company”) includes the company and all wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Information with respect to the three and six months ended June 30, 2016 and 2015 is unaudited. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the financial position, results of operations and cash flows of the company. The unaudited interim financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report for Salem filed on Form 10-K for the year ended December 31, 2015. Our results are subject to seasonal fluctuations. Therefore, The balance sheet at December 31, 2015 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. 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. to more accurately reflect our multi-media business. 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. We have three operating segments, (1) Broadcast, (2) Digital Media, and (3) Publishing, which are discussed in Note 17 Segment Data. 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”), Today’s Christian Music (“TCM”), Singing News Network (formerly Solid Gospel Network) and Salem Media Representatives TM Web-based and digital content has been an area of growth 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, which provide general market analysis and non-individualized investment strategies from financial commentators on a subscription basis. 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, Eagle Wellness and Gene Smart Wellness. These e-commerce sites offer health advice and nutritional products. Our publishing operating segment is comprised of three businesses. Regnery Publishing is a traditional book publisher that has published dozens of bestselling books by leading conservative authors and personalities, including Ann Coulter, Newt Gingrich, David Limbaugh, Ed Klein, Mark Steyn and Dinesh D'Souza. Xulon Press provides self-publishing services to authors. Salem Publishing produces and distributes five print magazines and one digital magazine. We may enter into agreements or investments with other entities that could qualify as variable interest entities (“VIEs”) in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810 “ Consolidation.” A VIE is consolidated in the financial statements if We may enter into lease arrangements with entities controlled by our principal stockholders or other related parties. We also may enter into Local Marketing Agreements (“LMAs”) or Time Brokerage Agreements (“TBAs”) contemporaneously with entering into an Asset Purchase Agreement (“APA”) to acquire or sell a radio station. Typically, both LMAs and TBAs are contractual agreements under which the station owner/licensee makes airtime available to a programmer/licensee in exchange for a fee and reimbursement of certain expenses. LMAs and TBAs are subject to compliance with the antitrust laws and the communications laws, including the requirement that the licensee must maintain independent control over the station and, in particular, its personnel, programming, and finances. The FCC has held that such agreements do not violate the communications laws as long as the licensee of the station receiving programming from another station maintains ultimate responsibility for, and control over, station operations and otherwise ensures compliance with the communications laws. The requirements of FASB ASC Topic 810 may apply to entities under LMAs or TBAs, depending on the facts and circumstances related to each transaction. As of June 30, 2016, we did not have implicit or explicit arrangements that required consolidation under the guidance in FASB ASC Topic 810. 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, other indefinite-lived intangible assets, and assets held for sale; · probabilities associated with the potential for contingent earn-out consideration; · fair value measurements; · contingency reserves; · allowance for doubtful accounts; · sales returns and allowances; · barter transactions; · 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. Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. These reclassifications include the adoption of FASB Accounting Standards Update (“ASU”) 2015-03 and ASU 2015-15, which require that debt issuance costs, with the exception of costs associated with obtaining line-of-credit arrangements, be reported as a reduction of the debt liability rather than as a deferred cost asset. The adoption of ASU 2015-03 and ASU 2015-15 is reported as a change in accounting principle and discussed in detail in Note 9 Notes Payable and Long-Term Debt. Changes to accounting principles are established by the FASB in the form of ASUs to the FASB’s Codification. We consider the applicability and impact of all ASUs on our In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses,” We have not yet on our In March 2016, the FASB issued ASU 2016-09, “ Improvements to Employee Share-Based Payment Accounting.” We have not yet on our In February 2016, the FASB issued ASU 2016-02, “ Leases on our In January 2016, the FASB issued ASU 2016-01, “ Recognition and Measurement of Financial Assets and Financial Liabilities We have not yet on our In November 2015, the FASB issued ASU 2015-17, “ Balance Sheet Classification of Deferred Taxes,” We have not yet on our In July 2015, the FASB issued ASU 2015-11, “ Simplifying the Measurement of Inventory 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,” Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting” |
IMPAIRMENT OF GOODWILL AND OTHE
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS | NOTE 2. IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS Approximately 71 Intangibles Goodwill and Other 94 6 We complete our annual impairment tests in the fourth quarter of each year. We believe that our estimate of the value of our broadcast licenses, mastheads, and goodwill is a critical accounting estimate as the value is significant in relation to our total assets, and our estimates incorporate variables and assumptions that are based on past experiences and judgment about future operating performance of our markets and business segments. If actual future results are less favorable than the assumptions and estimates we used, we are subject to future impairment charges, the amount of which may be material. The fair value measurements for our indefinite-lived intangible assets use significant unobservable inputs that reflect our own assumptions about the estimates that market participants would use in measuring fair value including assumptions about risk. The unobservable inputs are defined in FASB ASC Topic 820, “ Fair Value Measurements and Disclosures,” |
IMPAIRMENT OF LONG-LIVED ASSETS
IMPAIRMENT OF LONG-LIVED ASSETS | 6 Months Ended |
Jun. 30, 2016 | |
Impairment Of Long Lived Assets Disclosure [Abstract] | |
IMPAIRMENT OF LONG-LIVED ASSETS | NOTE 3. IMPAIRMENT OF LONG-LIVED ASSETS We account for property and equipment in accordance with FASB ASC Topic 360-10, “ Property, Plant and Equipment Based on changes in management’s planned usage, we classified land in Covina, California as held for sale as of June 2012. At that time we evaluated the land for impairment in accordance with guidance for impairment of long-lived assets held for sale. We determined that the carrying value of the land exceeded the estimated fair value less costs to sell and recorded an impairment charge of $ 5.6 1.2 0.7 Fair Value Measurements Using: (Dollars in thousands) Description As of June 30, 2016 Quoted prices in Significant Other Significant Total Gains Long-Lived Asset Held for Sale $ 1,000 $ 1,000 $ (700) |
ACQUISITIONS AND RECENT TRANSAC
ACQUISITIONS AND RECENT TRANSACTIONS | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND RECENT TRANSACTIONS | NOTE 4. ACQUISITIONS AND RECENT TRANSACTIONS During the six month period ending June 30, 2016, we completed or entered into the following transactions: Debt On June 30, 2016, we paid $ 1.2 300.0 0.4 1,300 3,400 On March 31, 2016, we paid the quarterly installment due of $ 0.8 On March 17, 2016, we paid $ 0.8 2,500 6,700 Equity On June 2, 2016 0.0650 1.6 June 30, 2016 June 16, 2016 On March 10, 2016 0.0650 1.7 April 5, 2016 March 22, 2016 Related Party Transactions On March 2, 2016, we entered into a related party lease with trusts created for the benefit of Edward G. Atsinger III, Chief Executive Officer, and Stuart W. Epperson, Chairman of the Board. The lease is for real property used to operate radio station KNUS-AM in Denver, Colorado. Our Nominating and Corporate Governance Committee reviewed the lease and lease terms and determined that the terms of the transaction were no less favorable to Salem than those that would be available in a comparable transaction in arm’s length dealings with an unrelated third party. Acquisitions Broadcast The FCC permits AM and FM radio stations to operate FM Translators, or low power secondary stations that retransmit the programming of a radio station to portions of the station’s service area that the primary signal does not reach because of distance or terrain barriers. The FCC began an AM Revitalization program, or “AMR,” that included several initiatives intended to benefit AM broadcasters. One of these benefits, intended to promote the use of FM Translators by AM broadcasters, allows an AM station to relocate one FM translator up to 250 miles from its authorized site and operate the translator on any non-reserved band FM channel in the AM station’s market, subject to coverage and interference rules. On January 29, 2016, the FCC opened a one-time only filing window during which only Class C and Class D AM broadcast stations could participate. This window closed on July 28, 2016. A second window opened on July 29, 2016, allowing Class A and Class B AM broadcast stations to participate. The second window will close on October 31, 2016. During these filing windows, qualifying AM licensees may apply for one new FM translator station, in the non-reserved FM band to be used solely to re-broadcast the AM licensee’s AM signal to provide fill-in and/or nighttime service. The FM translator must rebroadcast the related AM station for at least four years, not counting any periods of silence. We entered into several agreements to acquire FM Translators or FM Translators construction permits during this first window. Construction permits provide the station the authority to construct a new FM Translator or make changes in the existing facilities. We believe that securing these FM Translators allows us to increase our audience by providing enhanced coverage and reach of our existing AM broadcasts. Our acquisitions include the following: On June 20, 2016 0.3 On June 10, 2016 60,000 On June 8, 2016 50,000 On June 3, 2016 88,000 On May 13, 2016 50,000 cash. The translator will be used in our Houston, Texas market and is reflected in projects-in-process at June 30, 2016. On May 2, 2016 100,000 On April 29, 2016 25,000 Acquisitions Digital Media On April 1, 2016 0.1 0.6 8,600 On March 8, 2016, we acquired King James Bible mobile applications for $ 4.0 2.7 1.3 0.3 0.6 0.3 0.2 0.6 0.2 Acquisitions Publishing Throughout the six month period ending June 30, 2016, we acquired domain names and other assets associated within our publishing operating segment for approximately $ 6,000 Acquisition Date Description Total Cost (Dollars in thousands) June 20, 2016 FM Translator, Columbus, Ohio (asset purchase) $ 345 June 10, 2016 FM Translator, Amherst, New York (asset purchase) 60 June 8, 2016 FM Translator construction permit, Charlotte, Michigan (asset purchase) 50 June 3, 2016 FM Translator construction permit, Atwood, Kentucky (asset purchase) 88 May 13, 2016 FM Translator construction permit, Kerrville, Texas (asset purchase) 50 May 2, 2016 FM Translator, Lincoln, Maine (asset purchase) 100 April 29, 2016 FM Translator construction permit, Emporia, Kansas (asset purchase) 25 April 1, 2016 Retirement Watch (business acquisition) 100 March 8, 2016 King James Bible mobile applications (business acquisition) 4,000 Various Purchase of domain names and assets for use in publishing business (asset purchases) 6 $ 4,824 The operating results of our business acquisitions and asset purchases are included in our condensed consolidated results of operations from their respective closing date or the date that we began operating them under an LMA or TBA. Under the acquisition method of accounting as specified in FASB ASC Topic 805, “ Business Combinations Estimates of the fair value include discounted estimated cash flows to be generated by the assets and their expected useful lives based on historical experience, market trends and any synergies believed to be achieved from the acquisition. Acquisitions may include contingent consideration, the fair value of which is estimated as of the acquisition date as the present value of the expected contingent payments as determined using weighted probabilities of the payment amounts. We may retain a third-party appraiser to estimate the fair value of the acquired net assets as of the acquisition date. As part of the valuation and appraisal process, the third-party appraiser prepares a report assigning estimated fair values to the various asset categories in our financial statements. These fair value estimates are subjective in nature and require careful consideration and judgment. Management reviews the third party reports for reasonableness of the assigned values. We believe that these valuations and analysis provide appropriate estimates of the fair value for the net assets acquired as of the acquisition date. These initial valuations are subject to refinement during the measurement period, which may be up to one year from the acquisition date. During this measurement period we may retroactively record adjustments to the net assets acquired based on additional information obtained for items that existed as of the acquisition date. Upon the conclusion of the measurement period any adjustments are reflected in our consolidated statements of operations. We have not to date recorded adjustments to our estimated fair values used in our acquisition consideration during or after the measurement period. Property and equipment are recorded at the estimated fair value and depreciated on a straight-line basis over their estimated useful lives. Finite-lived intangible assets are recorded at their estimated fair value and amortized on a straight-line basis over their estimated useful lives. Goodwill, which represents the organizational systems and procedures in place to ensure the effective operation of the entity, may also be recorded and tested for impairment. Costs associated with acquisitions, such as consulting and legal fees, are expensed as incurred in corporate operating expenses. We recognized total costs associated with acquisitions of $ 0.1 0.2 The total acquisition consideration is equal to the sum of all cash payments, the fair value of any deferred payments and promissory notes, and the present value of any estimated contingent earn-out consideration. We estimate the fair value of contingent earn-out consideration using a probability-weighted discounted cash flow model. The fair value measurement is based on significant inputs that are not observable in the market and thus represent a Level 3 measurement as defined in Note 14 - Fair Value Measurements. The following table summarizes the total acquisition consideration for the six month period ending June 30, 2016: Description Total Consideration (Dollars in thousands) Cash payments made upon closing $ 3,524 Deferred payments 1,300 Total purchase price consideration $ 4,824 Net Broadcast Net Digital Media Net Publishing Net Total Assets Acquired Assets Acquired Assets Acquired Assets Acquired (Dollars in thousands) Assets Property and equipment $ 13 $ 371 $ $ 384 Projects in process 213 213 Broadcast licenses 492 492 Goodwill 230 230 Domain and brand names 908 6 914 Customer lists and contracts 2,867 2,867 Non-compete agreements 289 289 Liabilities Deferred revenue (565) (565) $ 718 $ 4,100 $ 6 $ 4,824 Divestitures On June 10, 2016, we received $ 2.5 1.9 Pending Transaction On June 24, 2016, we entered into an LMA to operate radio station KTRB-AM in San Francisco, California beginning on July 1, 2016. We paid a security deposit of $ 55,000 On June 15, 2016, we entered into an APA to acquire an FM Translator in Sebring, Florida for $ 77,000 On June 2, 2016, we entered into an APA to acquire an FM Translator in Lake Placid, Florida for $ 35,000 On May 25, 2016, we entered into an APA to acquire an FM Translator in Lake City, Florida for $ 65,000 On May 18, 2016, we entered into an APA to acquire a construction permit for an FM Translator in Palm Coast, Florida for $ 65,000 We are programming radio station KHTE-FM, Little Rock, Arkansas, under a 36 month TBA that began on April 1, 2015. The TBA is extendable for up to 48 months. We have the option to acquire the station for $ 1.2 |
CONTINGENT EARN-OUT CONSIDERATI
CONTINGENT EARN-OUT CONSIDERATION | 6 Months Ended |
Jun. 30, 2016 | |
Business Combination, Contingent Consideration, Liability [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 ASC 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. We paid $ 1.1 0.3 165,000 142,000 We review the fair value of the contingent earn-out consideration quarterly over the two-year earn-out period to compare actual cumulative sessions achieved to the estimated cumulative sessions used in our forecasts. Any changes in the estimated fair value of the contingent earn-out consideration are reflected in our results of operations in the period they are identified, up to the maximum future value outstanding under the contract, or $ 0.3 75,000 93,000 Bryan Perry Newsletters On February 6, 2015, we acquired the assets and assumed the deferred subscription liabilities for Bryan Perry Newsletters, paying no cash to the seller upon closing. Future contingent earn-out consideration due to the seller is based upon net subscriber revenues achieved over a two-year period from date of close, of which we will pay the seller 50 171,000 158,000 We review the fair value of the contingent earn-out consideration quarterly over the two year earn-out period to compare actual subscription revenue earned to the estimated subscription revenue used in our forecasts. Any changes in the estimated fair value of the contingent earn-out consideration are reflected in our results of operations in the period they are identified. Changes in the fair value of the contingent earn-out consideration may materially impact and cause volatility in our future operating results. During the six month period ending June 30, 2016, we paid a total of $ 13,000 13,000 Eagle Publishing On January 10, 2014, we acquired the entities of Eagle Publishing, including Regnery Publishing, HumanEvents.com, RedState.com, Eagle Financial Publications and Eagle Wellness. The base purchase price was $ 8.5 3.5 2.5 2.4 2.0 0.6 We review the fair value of the contingent earn-out consideration quarterly over the three year earn-out period to compare actual operating revenues earned to the estimated revenue used in our forecasts. Any changes in the estimated fair value of the contingent earn-out consideration are reflected in our results of operations in the period they are identified, up to the maximum future value outstanding under the contract, or $ 8.5 156,000 Three Months Ending June 30, 2016 Short-Term Long-Term Accrued Expenses Other Liabilities Total (Dollars in thousands) Beginning Balance as of April 1, 2016 $ 541 $ 33 $ 574 Acquisitions Accretion of acquisition-related contingent earn-out consideration 5 1 6 Change in the estimated fair value of contingent earn-out consideration (134) (134) Reclassification of payments due in next 12 months to short-term 34 (34) Payments (5) (5) Ending Balance as of June 30, 2016 $ 441 $ $ 441 Three Months Ending June 30, 2015 Short-Term Long-Term Total (Dollars in thousands) Beginning Balance as of April 1, 2015 $ 2,251 $ 1,035 $ 3,286 Acquisitions 88 54 142 Accretion of acquisition-related contingent earn-out consideration 21 11 32 Change in the estimated fair value of contingent earn-out consideration (293) (14) (307) Reclassification of payments due in next 12 months to short-term Payments (877) (877) Ending Balance as of June 30, 2015 $ 1,190 $ 1,086 $ 2,276 Six Months Ending June 30, 2016 Short-Term Long-Term Accrued Expenses Other Liabilities Total (Dollars in thousands) Beginning Balance as of January 1, 2016 $ 173 $ 602 $ 775 Acquisitions Accretion of acquisition-related contingent earn-out consideration 8 8 16 Change in the estimated fair value of contingent earn-out consideration (208) (54) (262) Reclassification of payments due in next 12 months to short-term 556 (556) Payments (88) (88) Ending Balance as of June 30, 2016 $ 441 $ $ 441 Six Months Ending June 30, 2015 Short-Term Long-Term 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 earn-out consideration 31 26 57 Change in the estimated fair value of contingent earn-out consideration (213) 24 (189) Reclassification of payments due in next 12 months to short-term 798 (798) Payments (1,177) (1,177) Ending Balance as of June 30, 2015 $ 1,190 $ 1,086 $ 2,276 |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 6. INVENTORIES Inventories consist of finished goods including books from Regnery Publishing and wellness products. All inventories are valued at the lower of cost or market as determined on a First-In First-Out (“FIFO”) cost method and reported net of estimated reserves for obsolescence. December 31, 2015 June 30, 2016 (Dollars in thousands) Regnery Publishing book inventories $ 2,186 $ 2,612 Reserve for obsolescence Regnery Publishing (1,798) (2,097) Inventory net, Regnery Publishing 388 515 Wellness products $ 562 $ 452 Reserve for obsolescence Wellness products (57) (64) Inventory, net Wellness products 505 388 Consolidated inventories, net $ 893 $ 903 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 7. PROPERTY AND EQUIPMENT December 31, 2015 June 30, 2016 (Dollars in thousands) Land $ 31,565 $ 31,180 Buildings 25,448 25,362 Office furnishings and equipment 38,812 36,798 Office furnishings and equipment under capital lease obligations 228 228 Antennae, towers and transmitting equipment 83,501 83,120 Antennae, towers and transmitting equipment under capital lease obligations 795 795 Studio, production and mobile equipment 30,598 28,277 Computer software and website development costs 28,134 28,423 Record and tape libraries 55 28 Automobiles 1,298 1,326 Leasehold improvements 20,799 19,713 Construction-in-progress 6,632 9,913 $ 267,865 $ 265,163 Less accumulated depreciation (162,382) (160,604) $ 105,483 $ 104,559 Depreciation expense was approximately $ 3.0 6.2 6.0 24,000 48,000 615,000 566,000 |
AMORTIZABLE INTANGIBLE ASSETS
AMORTIZABLE INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2016 | |
Intangible Assets Disclosure [Abstract] | |
AMORTIZABLE INTANGIBLE ASSETS | NOTE 8. AMORTIZABLE INTANGIBLE ASSETS June 30, 2016 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 22,403 $ (19,522) $ 2,881 Domain and brand names 17,533 (11,993) 5,540 Favorable and assigned leases 2,379 (1,932) 447 Subscriber base and lists 7,786 (4,540) 3,246 Author relationships 2,245 (1,595) 650 Non-compete agreements 1,323 (867) 456 Other amortizable intangible assets 1,336 (1,336) $ 55,005 $ (41,785) $ 13,220 December 31, 2015 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 20,009 $ (18,914) $ 1,095 Domain and brand names 16,619 (11,200) 5,419 Favorable and assigned leases 2,379 (1,887) 492 Subscriber base and lists 7,313 (3,808) 3,505 Author relationships 2,245 (1,523) 722 Non-compete agreements 1,034 (786) 248 Other amortizable intangible assets 1,336 (1,336) $ 50,935 $ (39,454) $ 11,481 Year Ending December 31, Amortization Expense (Dollars in thousands) 2016 (July Dec) $ 2,314 2017 3,414 2018 3,171 2019 2,659 2020 1,359 Thereafter 303 Total $ 13,220 |
NOTES PAYABLE AND LONG-TERM DEB
NOTES PAYABLE AND LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE AND LONG-TERM DEBT | NOTE 9. NOTES PAYABLE AND LONG-TERM DEBT Salem Media Group, Inc. has no independent assets or operations, the subsidiary guarantees are full and unconditional and joint and several, and any subsidiaries of Salem Media Group, Inc. other than the subsidiary guarantors are minor. Term Loan B and Revolving Credit Facility On March 14, 2013, we entered into a senior secured credit facility, consisting of the Term Loan B of $ 300.0 25.0 298.5 47,000 93,000 52,000 104,000 The Term Loan B has a term of seven years, maturing in March 2020. During this term, the principal amount may be increased by up to an additional $ 60.0 750,000 Date Principal Paid Unamortized Discount (Dollars in thousands) June 30, 2016 $ 441 $ 1 June 30, 2016 750 March 31, 2016 750 March 17, 2016 809 2 January 30, 2015 2,000 15 In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs,” “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting” We adopted ASU 2015-03, as amended by ASU 2015-15, as of the effective date, or fiscal years beginning after December 31, 2015. We chose to continue presentation of debt issue costs associated with our Revolver as an asset in accordance with ASU 2015-15. We have retrospectively accounted for the implementation of ASU 2015-03 and ASU 2015-15 as a change in accounting principle. December 31, 2015 (Dollars in thousands) As Reported As Updated ASU 2015-03 Balance Sheet Line Items: Term Loan B $ 273,136 $ 274,000 Less: Unamortized discount based on imputed interest rate of 4.78% (864) Less: Unamortized debt issuance costs based on imputed interest rate of 4.78% (2,361) Term Loan B net carrying value 273,136 270,775 Revolver 3,306 3,306 Capital leases and other loans 674 674 $ 277,116 $ 274,755 Less current portion (5,662) (5,662) Long-term debt and capital lease obligations less unamortized discount and debt issuance costs, net of current portion $ 271,454 $ 269,093 Deferred financing costs $ 2,512 $ 151 Debt issue costs are being amortized to non-cash interest expense over the life of the Term Loan B using the effective interest method. For each of the three months ended June 30, 2015 and 2016, approximately $ 139,000 141,000 279,000 283,000 We chose to continue the presentation of debt issue costs associated with our Revolver as an asset in accordance with ASU 2015-15. These costs are being amortized to non-cash interest expense over the five year life of the Revolver using the effective interest method based on an imputed interest rate of 4.58 17,000 35,000 The Revolver has a term of five years, maturing in March 2018. We report outstanding balances on our Revolver as short-term based on use of the Revolver to fund ordinary and customary operating cash needs with repayments made frequently. We believe that the borrowing capacity under our Term Loan B and Revolver allows us to meet our ongoing operating requirements, fund capital expenditures and satisfy our debt service requirements for at least the next twelve months. Borrowings under the Term Loan B may be made at LIBOR (subject to a floor of 1.00 3.50 2.50 2.00 4.51 Revolver Pricing Pricing Level Consolidated Leverage Ratio Base Rate Loans LIBOR Loans 1 Less than 3.00 to 1.00 1.250 % 2.250 % 2 Greater than or equal to 3.00 to 1.00 but less than 4.00 to 1.00 1.500 % 2.500 % 3 Greater than or equal to 4.00 to 1.00 but less than 5.00 to 1.00 1.750 % 2.750 % 4 Greater than or equal to 5.00 to 1.00 but less than 6.00 to 1.00 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, as Administrative Agent (the “Security Agreement”) and such other related loan documents. With respect to financial covenants, the credit agreement includes a minimum interest coverage ratio, which started at 1.50 to 1.0 and stepped up to 2.50 to 1.0 and a maximum leverage ratio, which started at 6.75 to 1.0 and steps down to 5.75 to 1.0 by 2017. The credit agreement also includes other negative covenants that are customary for credit facilities of this type, including covenants that, subject to exceptions described in the credit agreement, restrict the ability of Salem and its subsidiary guarantors 5.39 3.33 2.50 Other Debt We have several capital leases related to office equipment. The obligation recorded at December 31, 2015 and June 30, 2016 represents the present value of future commitments under the capital lease agreements. Summary of long-term debt obligations December 31, 2015 June 30, 2016 (Dollars in thousands) Term Loan B principal amount $ 274,000 $ 271,250 Less unamortized discount and debt issuance costs based on imputed interest rate of 4.78% (3,225) (2,825) Term Loan B net carrying value 270,775 268,425 Revolver 3,306 1,770 Capital leases and other loans 674 622 274,755 270,817 Less current portion (5,662) (4,439) $ 269,093 $ 266,378 In addition to the outstanding amounts listed above, we also have interest payments related to our long-term debt as follows as of June 30, 2016: ⋅ Outstanding borrowings of $ 271.2 3.50 2.50 ⋅ Outstanding borrowings of $ 1.8 3.00 2.00 ⋅ Commitment fees of 0.50 Maturities of Long-Term Debt and Capital Lease Obligations Amount For the Twelve Months Ended June 30, (Dollars in thousands) 2017 $ 4,439 2018 3,112 2019 3,102 2020 259,969 2021 113 Thereafter 82 $ 270,817 |
STOCK INCENTIVE PLAN
STOCK INCENTIVE PLAN | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK INCENTIVE PLAN | NOTE 10. STOCK INCENTIVE PLAN The company has one stock incentive plan. The Amended and Restated 1999 Stock Incentive Plan (the “Plan”) allows the company to grant stock options and restricted stock to employees, directors, officers and advisors of the company. A maximum of 5,000,000 CompensationStock Compensation Three Months Ended June 30, Six Months Ended June 30, 2015 2016 2015 2016 (Dollars in thousands) Stock option compensation expense included in corporate expenses $ 88 $ 81 $ 316 $ 202 Restricted stock awards compensation expense included in corporate expenses 14 15 24 Stock option compensation expense included in broadcast operating expenses 25 20 77 48 Stock option compensation expense included in digital media operating expenses 19 14 55 39 Stock option compensation expense included in publishing operating expenses 10 10 24 11 Total stock-based compensation expense, pre-tax $ 156 $ 125 $ 487 $ 324 Tax provision for stock-based compensation expense (63) (50) (195) (130) Total stock-based compensation expense, net of tax $ 93 $ 75 $ 292 $ 194 Stock option and restricted stock grants The Plan allows the company to grant stock options and shares of restricted stock to employees, directors, officers and advisors of the company. For grants of stock options, the option exercise price is set at the closing price of the company’s common stock on the date of grant, and the related number of shares underlying the stock option is fixed at that point in time. The Plan also provides for grants of restricted stock. Eligible employees may receive stock options annually with the number of shares and type of instrument generally determined by the employee’s salary grade and performance level. In addition, certain management and professional level employees typically receive a stock option grant upon commencement of employment. The Plan does not allow key employees and directors (restricted persons) to exercise options during pre-defined blackout periods. Employees may participate in plans established pursuant to Rule 10b5-1 under the Exchange Act that allow them to exercise options according to pre-established criteria. We use the Black-Scholes valuation model to estimate the grant date fair value of stock options and restricted stock. The expected volatility reflects the consideration of the historical volatility of our stock as determined by the closing price over a six to ten year term that is generally commensurate with the expected term of the award. Expected dividends reflect the quarterly distributions authorized and declared on our Class A and Class B common stock as of the grant date. The expected term of the awards are based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rates for periods within the expected term of the award are based on the U.S. Treasury yield curve in effect during the period the options were granted. We use historical data to estimate future forfeiture rates to apply against the gross amount of compensation expense determined using the valuation model. Three Months Ended June 30, Six Months Ended June 30, 2015 2016 2015 2016 Expected volatility n/a 46.77 % 52.37 % 47.03 % Expected dividends n/a 4.08 % 4.28 % 5.36 % Expected term (in years) n/a 6.0 3.0 7.5 Risk-free interest rate n/a 1.38 % 0.85 % 1.66 % Options Shares Weighted Average Weighted Average Weighted Average Aggregate (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value) Outstanding at January 1, 2016 1,581,123 $ 4.87 $ 3.39 4.3 years $ 1,738 Granted 549,500 4.85 1.33 Exercised (117,443) 2.85 1.85 Forfeited or expired (70,377) 8.01 5.91 Outstanding at June 30, 2016 1,942,803 $ 4.88 $ 2.81 4.9 years $ 4,585 Exercisable at June 30, 2016 1,062,178 $ 5.03 $ 3.56 3.4 years $ 2,342 Expected to Vest 836,164 $ 4.69 $ 1.89 6.6 years $ 2,130 Non-employee directors of the company have been awarded restricted stock awards that vest one year from the date of issuance. These restricted stock awards contained transfer restrictions under which they could not be sold, pledged, transferred or assigned until the sooner of the fifth anniversary from the grant date or the day after the non-employee director is no longer a member of the company’s board. The restricted stock awards are independent of option grants and were granted at no cost to the recipient other than applicable taxes owed by the recipient. The awards were considered issued and outstanding from the date of grant. Restricted Stock Awards Shares Weighted Average Weighted Average Remaining Aggregate (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value) Outstanding at January 1, 2016 8,000 $ 5.83 0.2 years $ 40 Granted Lapsed (8,000) 5.83 52 Forfeited Unvested outstanding at June 30, 2016 $ $ The aggregate intrinsic value represents the difference between the company’s closing stock price on June 30, 2016 of $ 7.22 1.3 1.1 As of June 30, 2016, there was $ 0.7 2.07 |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
EQUITY TRANSACTIONS | NOTE 11. EQUITY TRANSACTIONS We account for stock-based compensation expense in accordance with FASB ASC Topic 718, “ Compensation-Stock Compensation 0.1 0.3 0.2 0.5 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. Cash Distributed Announcement Date Payment Date Amount Per Share (in thousands) June 2, 2016 June 30, 2016 $ 0.0650 $ 1,664 March 10, 2016 April 5, 2016 $ 0.0650 $ 1,657 December 1, 2015 December 29, 2015 $ 0.0650 $ 1,656 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 Based on the number of shares of Class A and Class B currently outstanding, and the currently approved distribution amount, we expect to declare and pay total annual distributions of approximately $ 6.7 |
BASIC AND DILUTED NET EARNINGS
BASIC AND DILUTED NET EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2016 | |
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 has been computed using the weighted average number of Class A and Class B shares of common stock outstanding during the period. Diluted net earnings per share is computed using the weighted average number of shares of Class A and Class B common stock outstanding during the period plus the dilutive effects of stock options. Options to purchase 1,634,034 1,942,803 400,366 501,204 |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS | NOTE 13. DERIVATIVE INSTRUMENTS We are exposed to fluctuations in interest rates. We actively monitor these fluctuations and use derivative instruments from time to time to manage the related risk. In accordance with our risk management strategy, we may use derivative instruments only for the purpose of managing risk associated with an asset, liability, committed transaction, or probable forecasted transaction that is identified by management. Our use of derivative instruments may result in short-term gains or losses that may increase the volatility of our earnings. Under FASB ASC Topic 815, “ Derivatives and Hedging,” On March 27, 2013, we entered into an interest rate swap agreement with Wells Fargo that began on March 28, 2014 with a notional principal amount of $ 150.0 0.625 March 28, 2019 1.645 3.0 December 31, 2015 June 30, 2016 (Dollars in thousands) Fair value of interest rate swap liability $ 798 $ 2,979 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE ACCOUNTING | NOTE 14. FAIR VALUE MEASUREMENTS FASB ASC Topic 820 “ Fair Value Measurements and Disclosures, • Level 1 Inputs • Level 2 Inputs • Level 3 Inputs As of June 30, 2016, 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 long-term liabilities and long-term debt and capital lease obligations approximates the fair value as the related interest rates approximate rates currently available to the company. The following table summarizes the fair value of our financial assets that are measured at fair value: June 30, 2016 Total Fair Value Fair Value Measurement Category Balance Sheet Level 1 Level 2 Level 3 (Dollars in thousands) Assets: Cash and cash equivalents $ 44 $ 44 $ $ Trade accounts receivable, net 33,091 33,091 Liabilities: Accounts payable 3,612 3,612 Accrued expenses including estimated fair value of contingent earn-out consideration 10,687 10,246 441 Accrued interest 47 47 Long term liabilities 35 35 Long-term debt and capital lease obligations less unamortized discount and debt issuance costs 270,817 270,817 Fair value of interest rate swap 2,979 2,979 |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 15. INCOME TAXES We account for income taxes in accordance with FASB ASC Topic 740, “ Income Taxes 0.1 20,000 6,000 Valuation Allowance (Deferred Taxes) For financial reporting purposes, we recorded a valuation allowance of $ 2.8 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [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. The company and its subsidiaries, incident to its business activities, are parties to a number of legal proceedings, lawsuits, arbitration and other claims. Such matters are subject to many uncertainties and outcomes that are not predictable with assurance. We evaluate claims based on what we believe to be both probable and reasonably estimable. With the exception of the matter described below, we are unable to ascertain the ultimate aggregate amount of monetary liability or the financial impact with respect to these matters. The company maintains insurance that may provide coverage for such matters. In April 2016, pursuant to a counterclaim to a collection suit initiated by Salem, an award was issued against Salem for breach of contract and attorney fees. While we have filed an appeal against the award as well as a malpractice lawsuit against the lawyer that represented Salem in the suit, we recorded a legal reserve of $ 0.5 The company believes, at this time, that the final resolution of these matters, individually and in the aggregate, will not have a material adverse effect upon the company’s condensed consolidated financial position, results of operations or cash flows. |
SEGMENT DATA
SEGMENT DATA | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | NOTE 17. SEGMENT DATA FASB ASC Topic 280, “ Segment Reporting ” 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. Segment performance, as defined by Salem, is not necessarily comparable to other similarly titled captions of other companies. The table below presents financial information for each operating segment as of June 30, 2016 and 2015 based on the composition of our operating s Broadcast Digital Publishing Unallocated Consolidated (Dollars in thousands) Three Months Ended June 30, 2016 Net revenue $ 49,707 $ 11,311 $ 6,761 $ $ 67,779 Operating expenses 35,709 8,781 6,983 3,568 55,041 Operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairment of long-lived assets and (gain) loss on the sale or disposal of assets $ 13,998 $ 2,530 $ (222) $ (3,568) $ 12,738 Depreciation 1,802 798 165 217 2,982 Amortization 23 1,093 72 1 1,189 Change in the estimated fair value of contingent earn-out consideration (36) (98) (134) Impairment of long-lived assets 700 700 (Gain) loss on the sale or disposal of assets (1,721) 20 (3) 3 (1,701) Operating income (loss) $ 13,194 $ 655 $ (358) $ (3,789) $ 9,702 Three Months Ended June 30, 2015 Net revenue $ 49,060 $ 11,499 $ 6,734 $ $ 67,293 Operating expenses 35,187 8,767 6,469 3,518 53,941 Operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and loss on disposal of assets $ 13,873 $ 2,732 $ 265 $ (3,518) $ 13,352 Depreciation 1,889 782 167 222 3,060 Amortization 23 1,156 135 1 1,315 Change in the estimated fair value of contingent earn-out consideration (244) (63) (307) Loss on disposal of assets 30 30 Operating income (loss) $ 11,931 $ 1,038 $ 26 $ (3,741) $ 9,254 Six Months Ended June 30, 2016 Net revenue $ 98,178 $ 22,595 $ 11,581 $ $ 132,354 Operating expenses 71,697 17,967 11,931 7,781 109,376 Operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairment of long-lived assets and (gain) loss on the sale or disposal of assets $ 26,481 $ 4,628 $ (350) $ (7,781) $ 22,978 Depreciation 3,650 1,580 315 429 5,974 Amortization 45 2,142 144 1 2,332 Change in the estimated fair value of contingent earn-out consideration (106) (156) (262) Impairment of long-lived assets 700 700 (Gain) loss on the sale or disposal of assets (1,542) 6 (21) 6 (1,551) Operating income (loss) $ 23,628 $ 1,006 $ (632) $ (8,217) $ 15,785 Six Months Ended June 30, 2015 Net revenue $ 95,599 $ 22,290 $ 11,260 $ $ 129,149 Operating expenses 69,104 17,767 10,966 7,509 105,346 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 $ 26,495 $ 4,523 $ 294 $ (7,509) $ 23,803 Depreciation 3,840 1,558 335 499 6,232 Amortization 46 2,326 271 1 2,644 Change in the estimated fair value of contingent earn-out consideration (211) 22 (189) (Gain) loss on the sale or disposal of assets 159 (1) 1 159 Operating income (loss) $ 22,450 $ 850 $ (333) $ (8,010) $ 14,957 Broadcast Digital Publishing Unallocated Consolidated (Dollars in thousands) As of June 30, 2016 Inventories, net $ $ 388 $ 515 $ $ 903 Property and equipment, net 88,155 7,131 1,625 7,648 104,559 Broadcast licenses 393,566 393,566 Goodwill 3,581 20,160 1,044 8 24,793 Other indefinite-lived intangible assets 833 833 Amortizable intangible assets, net 447 11,522 1,244 7 13,220 As of December 31, 2015 Inventories, net $ $ 505 $ 388 $ $ 893 Property and equipment, net 88,788 7,033 1,742 7,920 105,483 Broadcast licenses 393,031 393,031 Goodwill 3,581 19,930 1,044 8 24,563 Other indefinite-lived intangible assets 833 833 Amortizable intangible assets, net 492 9,599 1,385 5 11,481 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18. SUBSEQUENT EVENTS On August 1, 2016, we acquired the assets of Hillcrest Media Group, Inc., a provider of self-publishing services for general market authors, for $3.5 million in cash. On July 21, 2016, we entered into an APA to acquire KXFN-AM in St. Louis, Missouri for $0.2 million. We expect the transaction to close in the latter half of 2016. We have continued to acquire FM Translators or FM Translator Construction permits during the first FCC AMR window, which expired July 28, 2016. These transactions include the following: Date APA Permit or ID Authorized Site - Current Purchase Price Escrow Market (Dollars in thousands) 7/25/2016 K296AL Crested Butte, Colorado $ 39 $ 8 Colorado Springs, Colorado 7/25/2016 K283CA Festus, Missouri * 40 8 St. Louis, Missouri 7/26/2016 W263BS Rhinelander, Wisconsin 50 25 Minneapolis, Minnesota 7/26/2016 K294CP Roseburg, Oregon * 45 9 Portland, Oregon 7/26/2016 W279BK Carbondale, Pennsylvania 75 15 Pittsburgh, Pennsylvania 7/26/2016 W283BR Dansville, New York 75 15 New York, New York 7/26/2016 K228FC Kingsville, Texas * 50 10 Houston, Texas 7/26/2016 K245AR Little Fish Lake Valley, California 44 20 Sacramento, California 7/26/2016 K276FZ Eaglemount, Washington * 40 8 Portland, Oregon 7/27/2016 W256CO Angola, Indiana * 50 15 Cleveland, Ohio 7/27/2016 W249CQ Cofax, Indiana * 45 14 St. Louis, Missouri 7/27/2016 W263CS Battle Creek, Michigan * 50 15 Cleveland, Ohio 7/27/2016 W227BT Port St Lucie, Florida 100 10 Tampa, Florida W298AM Aurora, Florida TBD 7/28/2016 K239CD Lahaina, Hawaii * 110 11 Honolulu, Hawaii K241BZ Kihei, Hawaii Honolulu, Hawaii * Indicates that the purchase is for a FM Translator Construction Permit. Subsequent events reflect all applicable transactions through the date of the filing. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [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. to more accurately reflect our multi-media business. 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. We have three operating segments, (1) Broadcast, (2) Digital Media, and (3) Publishing, which are discussed in Note 17 Segment Data. 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”), Today’s Christian Music (“TCM”), Singing News Network (formerly Solid Gospel Network) and Salem Media Representatives TM Web-based and digital content has been an area of growth 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, which provide general market analysis and non-individualized investment strategies from financial commentators on a subscription basis. 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, Eagle Wellness and Gene Smart Wellness. These e-commerce sites offer health advice and nutritional products. Our publishing operating segment is comprised of three businesses. Regnery Publishing is a traditional book publisher that has published dozens of bestselling books by leading conservative authors and personalities, including Ann Coulter, Newt Gingrich, David Limbaugh, Ed Klein, Mark Steyn and Dinesh D'Souza. Xulon Press provides self-publishing services to authors. Salem Publishing produces and distributes five print magazines and one digital magazine. |
Variable Interest Entities | Variable Interest Entities We may enter into agreements or investments with other entities that could qualify as variable interest entities (“VIEs”) in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810 “ Consolidation.” A VIE is consolidated in the financial statements if We may enter into lease arrangements with entities controlled by our principal stockholders or other related parties. We also may enter into Local Marketing Agreements (“LMAs”) or Time Brokerage Agreements (“TBAs”) contemporaneously with entering into an Asset Purchase Agreement (“APA”) to acquire or sell a radio station. Typically, both LMAs and TBAs are contractual agreements under which the station owner/licensee makes airtime available to a programmer/licensee in exchange for a fee and reimbursement of certain expenses. LMAs and TBAs are subject to compliance with the antitrust laws and the communications laws, including the requirement that the licensee must maintain independent control over the station and, in particular, its personnel, programming, and finances. The FCC has held that such agreements do not violate the communications laws as long as the licensee of the station receiving programming from another station maintains ultimate responsibility for, and control over, station operations and otherwise ensures compliance with the communications laws. The requirements of FASB ASC Topic 810 may apply to entities under LMAs or TBAs, depending on the facts and circumstances related to each transaction. As of June 30, 2016, we did not have implicit or explicit arrangements that required consolidation under the guidance in FASB ASC Topic 810. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant areas for which management uses estimates include: · asset impairments, including goodwill, broadcasting licenses, other indefinite-lived intangible assets, and assets held for sale; · probabilities associated with the potential for contingent earn-out consideration; · fair value measurements; · contingency reserves; · allowance for doubtful accounts; · sales returns and allowances; · barter transactions; · 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 adoption of FASB Accounting Standards Update (“ASU”) 2015-03 and ASU 2015-15, which require that debt issuance costs, with the exception of costs associated with obtaining line-of-credit arrangements, be reported as a reduction of the debt liability rather than as a deferred cost asset. The adoption of ASU 2015-03 and ASU 2015-15 is reported as a change in accounting principle and discussed in detail in Note 9 Notes Payable and Long-Term Debt. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to accounting principles are established by the FASB in the form of ASUs to the FASB’s Codification. We consider the applicability and impact of all ASUs on our In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses,” We have not yet on our In March 2016, the FASB issued ASU 2016-09, “ Improvements to Employee Share-Based Payment Accounting.” We have not yet on our In February 2016, the FASB issued ASU 2016-02, “ Leases on our In January 2016, the FASB issued ASU 2016-01, “ Recognition and Measurement of Financial Assets and Financial Liabilities We have not yet on our In November 2015, the FASB issued ASU 2015-17, “ Balance Sheet Classification of Deferred Taxes,” We have not yet on our In July 2015, the FASB issued ASU 2015-11, “ Simplifying the Measurement of Inventory 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,” Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing” Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients” Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting” |
IMPAIRMENT OF LONG-LIVED ASSE26
IMPAIRMENT OF LONG-LIVED ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Impairment Of Long Lived Assets Disclosure [Abstract] | |
Disclosure of Long Lived Assets Held-for-sale | The table below presents the fair value measurements used to value this asset. Fair Value Measurements Using: (Dollars in thousands) Description As of June 30, 2016 Quoted prices in Significant Other Significant Total Gains Long-Lived Asset Held for Sale $ 1,000 $ 1,000 $ (700) |
ACQUISITIONS AND RECENT TRANS27
ACQUISITIONS AND RECENT TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Summary of Business Acquisitions and Asset Purchased | A summary of our business acquisitions and asset purchases during the six month period ended June 30, 2016, none of which were individually or in the aggregate material to our Condensed Consolidated financial position as of the respective date of acquisition, is as follows: Acquisition Date Description Total Cost (Dollars in thousands) June 20, 2016 FM Translator, Columbus, Ohio (asset purchase) $ 345 June 10, 2016 FM Translator, Amherst, New York (asset purchase) 60 June 8, 2016 FM Translator construction permit, Charlotte, Michigan (asset purchase) 50 June 3, 2016 FM Translator construction permit, Atwood, Kentucky (asset purchase) 88 May 13, 2016 FM Translator construction permit, Kerrville, Texas (asset purchase) 50 May 2, 2016 FM Translator, Lincoln, Maine (asset purchase) 100 April 29, 2016 FM Translator construction permit, Emporia, Kansas (asset purchase) 25 April 1, 2016 Retirement Watch (business acquisition) 100 March 8, 2016 King James Bible mobile applications (business acquisition) 4,000 Various Purchase of domain names and assets for use in publishing business (asset purchases) 6 $ 4,824 |
Summary of Total Acquisition Consideration | The following table summarizes the total acquisition consideration for the six month period ending June 30, 2016: Description Total Consideration (Dollars in thousands) Cash payments made upon closing $ 3,524 Deferred payments 1,300 Total purchase price consideration $ 4,824 |
Total Acquisition Consideration Allocated | The total acquisition consideration was allocated to the net assets acquired as follows: Net Broadcast Net Digital Media Net Publishing Net Total Assets Acquired Assets Acquired Assets Acquired Assets Acquired (Dollars in thousands) Assets Property and equipment $ 13 $ 371 $ $ 384 Projects in process 213 213 Broadcast licenses 492 492 Goodwill 230 230 Domain and brand names 908 6 914 Customer lists and contracts 2,867 2,867 Non-compete agreements 289 289 Liabilities Deferred revenue (565) (565) $ 718 $ 4,100 $ 6 $ 4,824 |
CONTINGENT EARN-OUT CONSIDERA28
CONTINGENT EARN-OUT CONSIDERATION (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Business Combination, Contingent Consideration, Liability [Abstract] | |
Schedule of changes in present value of acquisition related contingent earn-out consideration | Three Months Ending June 30, 2016 Short-Term Long-Term Accrued Expenses Other Liabilities Total (Dollars in thousands) Beginning Balance as of April 1, 2016 $ 541 $ 33 $ 574 Acquisitions Accretion of acquisition-related contingent earn-out consideration 5 1 6 Change in the estimated fair value of contingent earn-out consideration (134) (134) Reclassification of payments due in next 12 months to short-term 34 (34) Payments (5) (5) Ending Balance as of June 30, 2016 $ 441 $ $ 441 Three Months Ending June 30, 2015 Short-Term Long-Term Total (Dollars in thousands) Beginning Balance as of April 1, 2015 $ 2,251 $ 1,035 $ 3,286 Acquisitions 88 54 142 Accretion of acquisition-related contingent earn-out consideration 21 11 32 Change in the estimated fair value of contingent earn-out consideration (293) (14) (307) Reclassification of payments due in next 12 months to short-term Payments (877) (877) Ending Balance as of June 30, 2015 $ 1,190 $ 1,086 $ 2,276 Six Months Ending June 30, 2016 Short-Term Long-Term Accrued Expenses Other Liabilities Total (Dollars in thousands) Beginning Balance as of January 1, 2016 $ 173 $ 602 $ 775 Acquisitions Accretion of acquisition-related contingent earn-out consideration 8 8 16 Change in the estimated fair value of contingent earn-out consideration (208) (54) (262) Reclassification of payments due in next 12 months to short-term 556 (556) Payments (88) (88) Ending Balance as of June 30, 2016 $ 441 $ $ 441 Six Months Ending June 30, 2015 Short-Term Long-Term 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 earn-out consideration 31 26 57 Change in the estimated fair value of contingent earn-out consideration (213) 24 (189) Reclassification of payments due in next 12 months to short-term 798 (798) Payments (1,177) (1,177) Ending Balance as of June 30, 2015 $ 1,190 $ 1,086 $ 2,276 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory on hand by segment | The following table provides details of inventory on hand by segment: December 31, 2015 June 30, 2016 (Dollars in thousands) Regnery Publishing book inventories $ 2,186 $ 2,612 Reserve for obsolescence Regnery Publishing (1,798) (2,097) Inventory net, Regnery Publishing 388 515 Wellness products $ 562 $ 452 Reserve for obsolescence Wellness products (57) (64) Inventory, net Wellness products 505 388 Consolidated inventories, net $ 893 $ 903 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of categories of property and equipment | The following is a summary of the categories of our property and equipment: December 31, 2015 June 30, 2016 (Dollars in thousands) Land $ 31,565 $ 31,180 Buildings 25,448 25,362 Office furnishings and equipment 38,812 36,798 Office furnishings and equipment under capital lease obligations 228 228 Antennae, towers and transmitting equipment 83,501 83,120 Antennae, towers and transmitting equipment under capital lease obligations 795 795 Studio, production and mobile equipment 30,598 28,277 Computer software and website development costs 28,134 28,423 Record and tape libraries 55 28 Automobiles 1,298 1,326 Leasehold improvements 20,799 19,713 Construction-in-progress 6,632 9,913 $ 267,865 $ 265,163 Less accumulated depreciation (162,382) (160,604) $ 105,483 $ 104,559 |
AMORTIZABLE INTANGIBLE ASSETS (
AMORTIZABLE INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Intangible Assets Disclosure [Abstract] | |
Summary of Significant Classes of Amortizable Intangible Assets | The following tables provide details, by major category, of the significant classes of amortizable intangible assets: June 30, 2016 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 22,403 $ (19,522) $ 2,881 Domain and brand names 17,533 (11,993) 5,540 Favorable and assigned leases 2,379 (1,932) 447 Subscriber base and lists 7,786 (4,540) 3,246 Author relationships 2,245 (1,595) 650 Non-compete agreements 1,323 (867) 456 Other amortizable intangible assets 1,336 (1,336) $ 55,005 $ (41,785) $ 13,220 December 31, 2015 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 20,009 $ (18,914) $ 1,095 Domain and brand names 16,619 (11,200) 5,419 Favorable and assigned leases 2,379 (1,887) 492 Subscriber base and lists 7,313 (3,808) 3,505 Author relationships 2,245 (1,523) 722 Non-compete agreements 1,034 (786) 248 Other amortizable intangible assets 1,336 (1,336) $ 50,935 $ (39,454) $ 11,481 |
Amortizable Intangible Assets, Estimate Amortization Expense | Based on the amortizable intangible assets as of June 30, 2016, we estimate amortization expense for the next five years to be as follows: Year Ending December 31, Amortization Expense (Dollars in thousands) 2016 (July Dec) $ 2,314 2017 3,414 2018 3,171 2019 2,659 2020 1,359 Thereafter 303 Total $ 13,220 |
NOTES PAYABLE AND LONG-TERM D32
NOTES PAYABLE AND LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles | We have reclassified debt issue costs reported on our December 31, 2015 consolidated balance sheet as follows: December 31, 2015 (Dollars in thousands) As Reported As Updated ASU 2015-03 Balance Sheet Line Items: Term Loan B $ 273,136 $ 274,000 Less: Unamortized discount based on imputed interest rate of 4.78% (864) Less: Unamortized debt issuance costs based on imputed interest rate of 4.78% (2,361) Term Loan B net carrying value 273,136 270,775 Revolver 3,306 3,306 Capital leases and other loans 674 674 $ 277,116 $ 274,755 Less current portion (5,662) (5,662) Long-term debt and capital lease obligations less unamortized discount and debt issuance costs, net of current portion $ 271,454 $ 269,093 Deferred financing costs $ 2,512 $ 151 |
Long-Term Debt | Long-term debt consisted of the following: December 31, 2015 June 30, 2016 (Dollars in thousands) Term Loan B principal amount $ 274,000 $ 271,250 Less unamortized discount and debt issuance costs based on imputed interest rate of 4.78% (3,225) (2,825) Term Loan B net carrying value 270,775 268,425 Revolver 3,306 1,770 Capital leases and other loans 674 622 274,755 270,817 Less current portion (5,662) (4,439) $ 269,093 $ 266,378 |
Principle Repayment Requirements Under Long Term Agreements Outstanding | Principal repayment requirements under all long-term debt agreements and capital lease obligations outstanding at June 30, 2016 for each of the next five years and thereafter are as follows: Amount For the Twelve Months Ended June 30, (Dollars in thousands) 2017 $ 4,439 2018 3,112 2019 3,102 2020 259,969 2021 113 Thereafter 82 $ 270,817 |
Term Loan B And Revolving Credit Facility [Member] | |
Change in Rate Based on Leverage Ratio | Revolver Pricing Pricing Level Consolidated Leverage Ratio Base Rate Loans LIBOR Loans 1 Less than 3.00 to 1.00 1.250 % 2.250 % 2 Greater than or equal to 3.00 to 1.00 but less than 4.00 to 1.00 1.500 % 2.500 % 3 Greater than or equal to 4.00 to 1.00 but less than 5.00 to 1.00 1.750 % 2.750 % 4 Greater than or equal to 5.00 to 1.00 but less than 6.00 to 1.00 2.000 % 3.000 % 5 Greater than or equal to 6.00 to 1.00 2.500 % 3.500 % |
Term B Loan [Member] | |
Repayments of Term Loan B | We made the following payments or prepayments of our Term Loan B during the year ended December 31, 2015 and six month period ending June 30, 2016, including interest through the payment date as follows: Date Principal Paid Unamortized Discount (Dollars in thousands) June 30, 2016 $ 441 $ 1 June 30, 2016 750 March 31, 2016 750 March 17, 2016 809 2 January 30, 2015 2,000 15 |
STOCK INCENTIVE PLAN (Tables)
STOCK INCENTIVE PLAN (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock-Based Compensation Expense Recognized | Three Months Ended June 30, Six Months Ended June 30, 2015 2016 2015 2016 (Dollars in thousands) Stock option compensation expense included in corporate expenses $ 88 $ 81 $ 316 $ 202 Restricted stock awards compensation expense included in corporate expenses 14 15 24 Stock option compensation expense included in broadcast operating expenses 25 20 77 48 Stock option compensation expense included in digital media operating expenses 19 14 55 39 Stock option compensation expense included in publishing operating expenses 10 10 24 11 Total stock-based compensation expense, pre-tax $ 156 $ 125 $ 487 $ 324 Tax provision for stock-based compensation expense (63) (50) (195) (130) Total stock-based compensation expense, net of tax $ 93 $ 75 $ 292 $ 194 |
Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Valuation Model | The weighted-average assumptions used to estimate the fair value of the stock options and restricted stock awards using the Black-Scholes valuation model were as follows for the three and six months ended June 30, 2015 and 2016: Three Months Ended June 30, Six Months Ended June 30, 2015 2016 2015 2016 Expected volatility n/a 46.77 % 52.37 % 47.03 % Expected dividends n/a 4.08 % 4.28 % 5.36 % Expected term (in years) n/a 6.0 3.0 7.5 Risk-free interest rate n/a 1.38 % 0.85 % 1.66 % |
Schedule of Stock Option Activity | Stock option information with respect to the company’s stock-based equity plans during the six months ended June 30, 2016 is as follows: Options Shares Weighted Average Weighted Average Weighted Average Aggregate (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value) Outstanding at January 1, 2016 1,581,123 $ 4.87 $ 3.39 4.3 years $ 1,738 Granted 549,500 4.85 1.33 Exercised (117,443) 2.85 1.85 Forfeited or expired (70,377) 8.01 5.91 Outstanding at June 30, 2016 1,942,803 $ 4.88 $ 2.81 4.9 years $ 4,585 Exercisable at June 30, 2016 1,062,178 $ 5.03 $ 3.56 3.4 years $ 2,342 Expected to Vest 836,164 $ 4.69 $ 1.89 6.6 years $ 2,130 |
Schedule of Information Regarding Restricted Stock Activity | The fair values of shares of restricted stock awards are determined based on the closing price of the company common stock on the grant dates. Information regarding the company’s restricted stock awards during the six months ended June 30, 2016 is as follows: Restricted Stock Awards Shares Weighted Average Weighted Average Remaining Aggregate (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value) Outstanding at January 1, 2016 8,000 $ 5.83 0.2 years $ 40 Granted Lapsed (8,000) 5.83 52 Forfeited Unvested outstanding at June 30, 2016 $ $ |
EQUITY TRANSACTIONS (Tables)
EQUITY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Schedule of Cash Distributions Declared and Paid | The following table shows distributions that have been declared and paid since January 1, 2015: Cash Distributed Announcement Date Payment Date Amount Per Share (in thousands) June 2, 2016 June 30, 2016 $ 0.0650 $ 1,664 March 10, 2016 April 5, 2016 $ 0.0650 $ 1,657 December 1, 2015 December 29, 2015 $ 0.0650 $ 1,656 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 |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position Fair Value | December 31, 2015 June 30, 2016 (Dollars in thousands) Fair value of interest rate swap liability $ 798 $ 2,979 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets Measured at Fair Value | The following table summarizes the fair value of our financial assets that are measured at fair value: June 30, 2016 Total Fair Value Fair Value Measurement Category Balance Sheet Level 1 Level 2 Level 3 (Dollars in thousands) Assets: Cash and cash equivalents $ 44 $ 44 $ $ Trade accounts receivable, net 33,091 33,091 Liabilities: Accounts payable 3,612 3,612 Accrued expenses including estimated fair value of contingent earn-out consideration 10,687 10,246 441 Accrued interest 47 47 Long term liabilities 35 35 Long-term debt and capital lease obligations less unamortized discount and debt issuance costs 270,817 270,817 Fair value of interest rate swap 2,979 2,979 |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Data | The table below presents financial information for each operating segment as of June 30, 2016 and 2015 based on the composition of our operating s Broadcast Digital Publishing Unallocated Consolidated (Dollars in thousands) Three Months Ended June 30, 2016 Net revenue $ 49,707 $ 11,311 $ 6,761 $ $ 67,779 Operating expenses 35,709 8,781 6,983 3,568 55,041 Operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairment of long-lived assets and (gain) loss on the sale or disposal of assets $ 13,998 $ 2,530 $ (222) $ (3,568) $ 12,738 Depreciation 1,802 798 165 217 2,982 Amortization 23 1,093 72 1 1,189 Change in the estimated fair value of contingent earn-out consideration (36) (98) (134) Impairment of long-lived assets 700 700 (Gain) loss on the sale or disposal of assets (1,721) 20 (3) 3 (1,701) Operating income (loss) $ 13,194 $ 655 $ (358) $ (3,789) $ 9,702 Three Months Ended June 30, 2015 Net revenue $ 49,060 $ 11,499 $ 6,734 $ $ 67,293 Operating expenses 35,187 8,767 6,469 3,518 53,941 Operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and loss on disposal of assets $ 13,873 $ 2,732 $ 265 $ (3,518) $ 13,352 Depreciation 1,889 782 167 222 3,060 Amortization 23 1,156 135 1 1,315 Change in the estimated fair value of contingent earn-out consideration (244) (63) (307) Loss on disposal of assets 30 30 Operating income (loss) $ 11,931 $ 1,038 $ 26 $ (3,741) $ 9,254 Six Months Ended June 30, 2016 Net revenue $ 98,178 $ 22,595 $ 11,581 $ $ 132,354 Operating expenses 71,697 17,967 11,931 7,781 109,376 Operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairment of long-lived assets and (gain) loss on the sale or disposal of assets $ 26,481 $ 4,628 $ (350) $ (7,781) $ 22,978 Depreciation 3,650 1,580 315 429 5,974 Amortization 45 2,142 144 1 2,332 Change in the estimated fair value of contingent earn-out consideration (106) (156) (262) Impairment of long-lived assets 700 700 (Gain) loss on the sale or disposal of assets (1,542) 6 (21) 6 (1,551) Operating income (loss) $ 23,628 $ 1,006 $ (632) $ (8,217) $ 15,785 Six Months Ended June 30, 2015 Net revenue $ 95,599 $ 22,290 $ 11,260 $ $ 129,149 Operating expenses 69,104 17,767 10,966 7,509 105,346 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 $ 26,495 $ 4,523 $ 294 $ (7,509) $ 23,803 Depreciation 3,840 1,558 335 499 6,232 Amortization 46 2,326 271 1 2,644 Change in the estimated fair value of contingent earn-out consideration (211) 22 (189) (Gain) loss on the sale or disposal of assets 159 (1) 1 159 Operating income (loss) $ 22,450 $ 850 $ (333) $ (8,010) $ 14,957 Broadcast Digital Publishing Unallocated Consolidated (Dollars in thousands) As of June 30, 2016 Inventories, net $ $ 388 $ 515 $ $ 903 Property and equipment, net 88,155 7,131 1,625 7,648 104,559 Broadcast licenses 393,566 393,566 Goodwill 3,581 20,160 1,044 8 24,793 Other indefinite-lived intangible assets 833 833 Amortizable intangible assets, net 447 11,522 1,244 7 13,220 As of December 31, 2015 Inventories, net $ $ 505 $ 388 $ $ 893 Property and equipment, net 88,788 7,033 1,742 7,920 105,483 Broadcast licenses 393,031 393,031 Goodwill 3,581 19,930 1,044 8 24,563 Other indefinite-lived intangible assets 833 833 Amortizable intangible assets, net 492 9,599 1,385 5 11,481 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Business Combination, Separately Recognized Transactions | We have continued to acquire FM Translators or FM Translator Construction permits during the first FCC AMR window, which expired July 28, 2016. These transactions include the following: Date APA Permit or ID Authorized Site - Current Purchase Price Escrow Market (Dollars in thousands) 7/25/2016 K296AL Crested Butte, Colorado $ 39 $ 8 Colorado Springs, Colorado 7/25/2016 K283CA Festus, Missouri * 40 8 St. Louis, Missouri 7/26/2016 W263BS Rhinelander, Wisconsin 50 25 Minneapolis, Minnesota 7/26/2016 K294CP Roseburg, Oregon * 45 9 Portland, Oregon 7/26/2016 W279BK Carbondale, Pennsylvania 75 15 Pittsburgh, Pennsylvania 7/26/2016 W283BR Dansville, New York 75 15 New York, New York 7/26/2016 K228FC Kingsville, Texas * 50 10 Houston, Texas 7/26/2016 K245AR Little Fish Lake Valley, California 44 20 Sacramento, California 7/26/2016 K276FZ Eaglemount, Washington * 40 8 Portland, Oregon 7/27/2016 W256CO Angola, Indiana * 50 15 Cleveland, Ohio 7/27/2016 W249CQ Cofax, Indiana * 45 14 St. Louis, Missouri 7/27/2016 W263CS Battle Creek, Michigan * 50 15 Cleveland, Ohio 7/27/2016 W227BT Port St Lucie, Florida 100 10 Tampa, Florida W298AM Aurora, Florida TBD 7/28/2016 K239CD Lahaina, Hawaii * 110 11 Honolulu, Hawaii K241BZ Kihei, Hawaii Honolulu, Hawaii * Indicates that the purchase is for a FM Translator Construction Permit. |
IMPAIRMENT OF GOODWILL AND OT39
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS (Details Textual) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill And Other Intangible Assets [Line Items] | |
Percentage Of Intangible Assets | 71.00% |
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 ASSE40
IMPAIRMENT OF LONG-LIVED ASSETS (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2012 | Jun. 30, 2012 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Land Available-for-sale | $ 1,000 | $ 1,000 | $ 1,700 | |||
Impairment Charges Land Held For Sale | $ 1,200 | $ 5,600 | 700 | 700 | $ 0 | |
Fair Value, Inputs, Level 1 [Member] | ||||||
Land Available-for-sale | ||||||
Fair Value, Inputs, Level 2 [Member] | ||||||
Land Available-for-sale | ||||||
Fair Value, Inputs, Level 3 [Member] | ||||||
Land Available-for-sale | $ 1,000 | $ 1,000 |
IMPAIRMENT OF LONG-LIVED ASSE41
IMPAIRMENT OF LONG-LIVED ASSETS (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2012 | Jun. 30, 2012 | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Impairment Of Long Lived Assets [Line Items] | |||||
Impairment Charges Land Held For Sale | $ 1,200 | $ 5,600 | $ 700 | $ 700 | $ 0 |
ACQUISITIONS AND RECENT TRANS42
ACQUISITIONS AND RECENT TRANSACTIONS (Details) - USD ($) $ in Thousands | Jun. 10, 2016 | Jun. 08, 2016 | Jun. 03, 2016 | May 13, 2016 | May 02, 2016 | Apr. 02, 2016 | Mar. 08, 2016 | Jun. 20, 2016 | Apr. 29, 2016 | Jun. 30, 2016 |
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred, Total | $ 4,824 | |||||||||
King James Bible mobile applications (business acquisition) | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred, Total | 4,000 | |||||||||
Business Acquisition, Effective Date of Acquisition | Mar. 8, 2016 | |||||||||
Purchase of domain names and assets for use in publishing business (asset purchases) | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred, Total | 6 | |||||||||
Retirement Watch Business Acquisition [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred, Total | $ 100 | |||||||||
Business Acquisition, Effective Date of Acquisition | Apr. 1, 2016 | Apr. 1, 2016 | ||||||||
FM Translator construction permit, Emporia, Kansas asset purchase [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred, Total | $ 25 | |||||||||
Business Acquisition, Effective Date of Acquisition | Apr. 29, 2016 | Apr. 29, 2016 | ||||||||
FM Translator, Lincoln, Maine Asset Purchase [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred, Total | $ 100 | |||||||||
Business Acquisition, Effective Date of Acquisition | May 2, 2016 | May 2, 2016 | ||||||||
FM Translator construction permit, Kerrville, Texas asset purchase [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred, Total | $ 50 | |||||||||
Business Acquisition, Effective Date of Acquisition | May 13, 2016 | May 13, 2016 | ||||||||
FM Translator construction permit, Atwood, Kentucky asset purchase [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred, Total | $ 88 | |||||||||
Business Acquisition, Effective Date of Acquisition | Jun. 3, 2016 | Jun. 3, 2016 | ||||||||
FM Translator construction permit, Charlotte, Michigan asset purchase [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred, Total | $ 50 | |||||||||
Business Acquisition, Effective Date of Acquisition | Jun. 8, 2016 | Jun. 8, 2016 | ||||||||
FM Translator, Amherst, New York Asset Purchase [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred, Total | $ 60 | |||||||||
Business Acquisition, Effective Date of Acquisition | Jun. 10, 2016 | Jun. 10, 2016 | ||||||||
FM Translator, Columbus, Ohio Asset Purchase [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business Combination, Consideration Transferred, Total | $ 345 | |||||||||
Business Acquisition, Effective Date of Acquisition | Jun. 20, 2016 | Jun. 20, 2016 |
ACQUISITIONS AND RECENT TRANS43
ACQUISITIONS AND RECENT TRANSACTIONS (Details 1) $ in Thousands | Jun. 30, 2016USD ($) |
Business Acquisition [Line Items] | |
Cash payments made upon closing | $ 3,524 |
Deferred payments | 1,300 |
Total purchase price consideration | $ 4,824 |
ACQUISITIONS AND RECENT TRANS44
ACQUISITIONS AND RECENT TRANSACTIONS (Details 2) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Assets | ||
Property and equipment | $ 384 | |
Projects in process | 213 | |
Broadcast licenses | 492 | |
Goodwill | 24,793 | $ 24,563 |
Domain and brand names | 914 | |
Customer lists and contracts | 2,867 | |
Non-compete agreements | 289 | |
Liabilities | ||
Deferred revenue | (565) | |
Total purchase price consideration | 4,824 | |
Broadcast Internet [Member] | ||
Assets | ||
Property and equipment | 13 | |
Projects in process | 213 | |
Broadcast licenses | 492 | |
Goodwill | 0 | |
Domain and brand names | 0 | |
Customer lists and contracts | 0 | |
Non-compete agreements | 0 | |
Liabilities | ||
Deferred revenue | 0 | |
Total purchase price consideration | 718 | |
Digital Media [Member] | ||
Assets | ||
Property and equipment | 371 | |
Projects in process | 0 | |
Broadcast licenses | 0 | |
Goodwill | 230 | |
Domain and brand names | 908 | |
Customer lists and contracts | 2,867 | |
Non-compete agreements | 289 | |
Liabilities | ||
Deferred revenue | (565) | |
Total purchase price consideration | 4,100 | |
Publishing [Member] | ||
Assets | ||
Property and equipment | 0 | |
Projects in process | ||
Broadcast licenses | 0 | |
Goodwill | 0 | |
Domain and brand names | 6 | |
Customer lists and contracts | 0 | |
Non-compete agreements | 0 | |
Liabilities | ||
Deferred revenue | 0 | |
Total purchase price consideration | $ 6 |
ACQUISITIONS AND RECENT TRANS45
ACQUISITIONS AND RECENT TRANSACTIONS (Details Textual) - USD ($) | Jun. 10, 2016 | Jun. 08, 2016 | Jun. 03, 2016 | May 13, 2016 | May 02, 2016 | Apr. 02, 2016 | Mar. 08, 2016 | Jun. 30, 2016 | Jun. 20, 2016 | Apr. 29, 2016 | Mar. 31, 2016 | Mar. 17, 2016 | Jan. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 15, 2016 | Jun. 02, 2016 | May 25, 2016 | May 18, 2016 | May 17, 2016 | Dec. 31, 2015 | May 06, 2015 |
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||
Payments for Loans | $ 750,000 | $ 809,000 | $ 2,000,000 | |||||||||||||||||||||
Gains (Losses) on Extinguishment of Debt, Total | $ (5,000) | $ 0 | $ (14,000) | $ (41,000) | ||||||||||||||||||||
Amortization of Financing Costs | 318,000 | 314,000 | ||||||||||||||||||||||
Dividends Payable, Date Declared | Jun. 2, 2016 | Mar. 10, 2016 | ||||||||||||||||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.0650 | $ 0.0650 | ||||||||||||||||||||||
Payments of Ordinary Dividends, Common Stock | $ 1,600,000 | $ 1,700,000 | 3,321,000 | 3,301,000 | ||||||||||||||||||||
Dividends Payable, Date to be Paid | Jun. 30, 2016 | Apr. 5, 2016 | ||||||||||||||||||||||
Dividends Payable, Date of Record | Jun. 16, 2016 | Mar. 22, 2016 | ||||||||||||||||||||||
Business Combination, Consideration Transferred, Total | 4,824,000 | |||||||||||||||||||||||
Goodwill | $ 24,793,000 | 24,793,000 | 24,793,000 | $ 24,563,000 | ||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 1,300,000 | |||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 600,000 | |||||||||||||||||||||||
Business Acquisition Purchase Price Allocation Deferred Revenue | 565,000 | 565,000 | 565,000 | |||||||||||||||||||||
Local Marketing Agreements [Member] | ||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||
Payments For Marketing Agreements Security Deposit | 55,000 | |||||||||||||||||||||||
National Park Service [Member] | ||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||
Proceeds from Sale of Other Assets | 2,500,000 | |||||||||||||||||||||||
Gain (Loss) on Disposition of Other Assets | 1,900,000 | |||||||||||||||||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 20 years | |||||||||||||||||||||||
King James Bible Mobile Applications [Member] | ||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||
Business Combination, Consideration Transferred, Total | 600,000 | |||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities, Total | 4,000,000 | |||||||||||||||||||||||
Goodwill | 200,000 | |||||||||||||||||||||||
Payments to Acquire Businesses, Gross | 2,700,000 | |||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 300,000 | |||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 300,000 | |||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | $ 200,000 | |||||||||||||||||||||||
Term B Loan [Member] | ||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||
Payments for Loans | 1,200,000 | $ 800,000 | 800,000 | |||||||||||||||||||||
Debt Instrument, Face Amount | 300,000,000 | 300,000,000 | 300,000,000 | |||||||||||||||||||||
Gains (Losses) on Extinguishment of Debt, Total | 1,300 | 2,500 | ||||||||||||||||||||||
Amortization of Financing Costs | 3,400 | $ 6,700 | ||||||||||||||||||||||
Early Repayments of Debt, Principal Payments | 400,000 | |||||||||||||||||||||||
Time Brokerage Agreement [Member] | ||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||
Business Combination, Assets Arising from Contingencies, Amount Recognized | 1,200,000 | 1,200,000 | 1,200,000 | |||||||||||||||||||||
Domain names and mobile applications for Daily Bible Devotion [Member] | ||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||
Business Combination, Consideration Transferred, Total | 6,000 | |||||||||||||||||||||||
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 1,100,000 | |||||||||||||||||||||||
Radio station KEXB-AM in Dallas, Texas [Member] | ||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||
Business Combination, Consideration Transferred, Total | $ 100,000 | $ 200,000 | ||||||||||||||||||||||
Asset Purchase Agreement One [Member] | ||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 77,000 | |||||||||||||||||||||||
Asset Purchase Agreement Two [Member] | ||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 35,000 | |||||||||||||||||||||||
Asset Purchase Agreement Three [Member] | ||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 65,000 | |||||||||||||||||||||||
Asset Purchase Agreement Four [Member] | ||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 65,000 | |||||||||||||||||||||||
FM Translator, Columbus, Ohio Asset Purchase [Member] | ||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||
Business Acquisition, Effective Date of Acquisition | Jun. 20, 2016 | Jun. 20, 2016 | ||||||||||||||||||||||
Business Combination, Consideration Transferred, Total | $ 345,000 | |||||||||||||||||||||||
FM Translator, Amherst, New York Asset Purchase [Member] | ||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||
Business Acquisition, Effective Date of Acquisition | Jun. 10, 2016 | Jun. 10, 2016 | ||||||||||||||||||||||
Business Combination, Consideration Transferred, Total | $ 60,000 | |||||||||||||||||||||||
FM Translator construction permit, Charlotte, Michigan asset purchase [Member] | ||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||
Business Acquisition, Effective Date of Acquisition | Jun. 8, 2016 | Jun. 8, 2016 | ||||||||||||||||||||||
Business Combination, Consideration Transferred, Total | $ 50,000 | |||||||||||||||||||||||
FM Translator construction permit, Atwood, Kentucky asset purchase [Member] | ||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||
Business Acquisition, Effective Date of Acquisition | Jun. 3, 2016 | Jun. 3, 2016 | ||||||||||||||||||||||
Business Combination, Consideration Transferred, Total | $ 88,000 | |||||||||||||||||||||||
FM Translator construction permit, Kerrville, Texas asset purchase [Member] | ||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||
Business Acquisition, Effective Date of Acquisition | May 13, 2016 | May 13, 2016 | ||||||||||||||||||||||
Business Combination, Consideration Transferred, Total | $ 50,000 | |||||||||||||||||||||||
FM Translator, Lincoln, Maine Asset Purchase [Member] | ||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||
Business Acquisition, Effective Date of Acquisition | May 2, 2016 | May 2, 2016 | ||||||||||||||||||||||
Business Combination, Consideration Transferred, Total | $ 100,000 | |||||||||||||||||||||||
FM Translator construction permit, Emporia, Kansas asset purchase [Member] | ||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||
Business Acquisition, Effective Date of Acquisition | Apr. 29, 2016 | Apr. 29, 2016 | ||||||||||||||||||||||
Business Combination, Consideration Transferred, Total | $ 25,000 | |||||||||||||||||||||||
Retirement Watch Business Acquisition [Member] | ||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||||
Business Acquisition, Effective Date of Acquisition | Apr. 1, 2016 | Apr. 1, 2016 | ||||||||||||||||||||||
Business Combination, Consideration Transferred, Total | $ 100,000 | |||||||||||||||||||||||
Goodwill | 8,600 | 8,600 | 8,600 | |||||||||||||||||||||
Business Acquisition Purchase Price Allocation Deferred Revenue | $ 600,000 | $ 600,000 | $ 600,000 |
CONTINGENT EARN-OUT CONSIDERA46
CONTINGENT EARN-OUT CONSIDERATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Business Acquisition, Contingent Consideration [Line Items] | ||||
Beginning Balance | $ 574 | $ 3,286 | $ 775 | $ 3,285 |
Acquisitions | 0 | 142 | 0 | 300 |
Accretion of acquisition-related contingent earn-out consideration | 6 | 32 | 16 | 57 |
Change in the estimated fair value of contingent earn-out consideration | (134) | (307) | (262) | (189) |
Reclassification of payments due in next 12 months to short-term | 0 | 0 | 0 | 0 |
Payments | (5) | (877) | (88) | (1,177) |
Ending Balance | 441 | 2,276 | 441 | 2,276 |
Short-Term Accrued Expenses [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Beginning Balance | 541 | 2,251 | 173 | 1,575 |
Acquisitions | 0 | 88 | 0 | 176 |
Accretion of acquisition-related contingent earn-out consideration | 5 | 21 | 8 | 31 |
Change in the estimated fair value of contingent earn-out consideration | (134) | (293) | (208) | (213) |
Reclassification of payments due in next 12 months to short-term | 34 | 0 | 556 | 798 |
Payments | (5) | (877) | (88) | (1,177) |
Ending Balance | 441 | 1,190 | 441 | 1,190 |
Long-Term Other Liabilities [Member] | ||||
Business Acquisition, Contingent Consideration [Line Items] | ||||
Beginning Balance | 33 | 1,035 | 602 | 1,710 |
Acquisitions | 0 | 54 | 0 | 124 |
Accretion of acquisition-related contingent earn-out consideration | 1 | 11 | 8 | 26 |
Change in the estimated fair value of contingent earn-out consideration | 0 | (14) | (54) | 24 |
Reclassification of payments due in next 12 months to short-term | (34) | 0 | (556) | (798) |
Payments | 0 | 0 | 0 | 0 |
Ending Balance | $ 0 | $ 1,086 | $ 0 | $ 1,086 |
CONTINGENT EARN-OUT CONSIDERA47
CONTINGENT EARN-OUT CONSIDERATION (Details Textual) - USD ($) | Feb. 06, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | May 06, 2015 | Jan. 10, 2014 |
Business Acquisition, Contingent Consideration [Line Items] | |||||||
Business Combination, Contingent Consideration Arrangements Payment | $ 5,000 | $ 877,000 | $ 88,000 | $ 1,177,000 | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (134,000) | $ (307,000) | (262,000) | $ (189,000) | |||
Bryan Perry Newsletters (business acquisition) [Member] | |||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||
Business Combination, Contingent Consideration Arrangements Payment | 13,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 13,000 | ||||||
Business Combination, Contingent Consideration, Liability | $ 171,000 | ||||||
Contingent Earn Out Consideration Due To Seller Net Subscriber Revenues Percentage | 50.00% | ||||||
Business Combination Liabilities A rising From Contingencies Amount Recognized Discounted Present Value | $ 158,000 | ||||||
Eagle Publishing (business acquisition) [Member] | |||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 3,500,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 156,000 | ||||||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | 2,000,000 | 2,000,000 | |||||
Business Combination, Contingent Consideration, Liability | 2,400,000 | ||||||
Business Acquisition Deferred Cash Payment Due | 2,500,000 | ||||||
Business Acquisition Contingent Earn Out Consideration Payable | $ 8,500,000 | ||||||
Payments to Acquire Businesses, Gross | $ 600,000 | ||||||
Daily Bible Devotion (business acquisition) [Member] | |||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 1,100,000 | ||||||
Business Combination, Contingent Consideration Arrangements Payment | 75,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 93,000 | ||||||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | 165,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 300,000 | ||||||
Business Acquisition Contingent Earn Out Consideration Payable | 300,000 | ||||||
Business Combination Liabilities A rising From Contingencies Amount Recognized Discounted Present Value | $ 142,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Reserve for obsolescence | $ (2,161) | $ (1,855) |
Inventories, net | 903 | 893 |
Regnery Publishing [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | 2,612 | 2,186 |
Reserve for obsolescence | (2,097) | (1,798) |
Inventories, net | 515 | 388 |
Wellness Products [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | 452 | 562 |
Reserve for obsolescence | (64) | (57) |
Inventories, net | $ 388 | $ 505 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment, Gross, Total | $ 265,163 | $ 267,865 |
Less accumulated depreciation | (160,604) | (162,382) |
Property, Plant and Equipment, Net, Total | 104,559 | 105,483 |
Land [Member] | ||
Property, Plant and Equipment, Gross, Total | 31,180 | 31,565 |
Building [Member] | ||
Property, Plant and Equipment, Gross, Total | 25,362 | 25,448 |
Office furnishings and equipment [Member] | ||
Property, Plant and Equipment, Gross, Total | 36,798 | 38,812 |
Office furnishings and equipment under capital lease obligations [Member] | ||
Property, Plant and Equipment, Gross, Total | 228 | 228 |
Antennae, towers and transmitting equipment | ||
Property, Plant and Equipment, Gross, Total | 83,120 | 83,501 |
Antennae, towers and transmitting equipment under capital lease obligations [Member] | ||
Property, Plant and Equipment, Gross, Total | 795 | 795 |
Studio, production and mobile equipment | ||
Property, Plant and Equipment, Gross, Total | 28,277 | 30,598 |
Computer Software [Member] | ||
Property, Plant and Equipment, Gross, Total | 28,423 | 28,134 |
Record and tape libraries [Member] | ||
Property, Plant and Equipment, Gross, Total | 28 | 55 |
Automobiles [Member] | ||
Property, Plant and Equipment, Gross, Total | 1,326 | 1,298 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Gross, Total | 19,713 | 20,799 |
Construction in Progress [Member] | ||
Property, Plant and Equipment, Gross, Total | $ 9,913 | $ 6,632 |
PROPERTY AND EQUIPMENT (Detai50
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Depreciation, Total | $ 3,000,000 | $ 3,000,000 | $ 6,000,000 | $ 6,200,000 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 160,604,000 | 160,604,000 | $ 162,382,000 | ||
Capital Lease [Member] | |||||
Depreciation, Total | 24,000 | $ 24,000 | 48,000 | $ 48,000 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 615,000 | $ 615,000 | $ 566,000 |
AMORTIZABLE INTANGIBLE ASSETS51
AMORTIZABLE INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 55,005 | $ 50,935 |
Accumulated Amortization | (41,785) | (39,454) |
Net | 13,220 | 11,481 |
Customer lists and contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 22,403 | 20,009 |
Accumulated Amortization | (19,522) | (18,914) |
Net | 2,881 | 1,095 |
Domain and brand names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 17,533 | 16,619 |
Accumulated Amortization | (11,993) | (11,200) |
Net | 5,540 | 5,419 |
Favorable and assigned leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,379 | 2,379 |
Accumulated Amortization | (1,932) | (1,887) |
Net | 447 | 492 |
Subscriber base and lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 7,786 | 7,313 |
Accumulated Amortization | (4,540) | (3,808) |
Net | 3,246 | 3,505 |
Author Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,245 | 2,245 |
Accumulated Amortization | (1,595) | (1,523) |
Net | 650 | 722 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,323 | 1,034 |
Accumulated Amortization | (867) | (786) |
Net | 456 | 248 |
Other amortizable intangible assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,336 | 1,336 |
Accumulated Amortization | (1,336) | (1,336) |
Net | $ 0 | $ 0 |
AMORTIZABLE INTANGIBLE ASSETS52
AMORTIZABLE INTANGIBLE ASSETS (Details 1) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
2016 (July - Dec) | $ 2,314 | |
2,017 | 3,414 | |
2,018 | 3,171 | |
2,019 | 2,659 | |
2,020 | 1,359 | |
Thereafter | 303 | |
Amortizable intangible assets (net of accumulated amortization of $39,454 in 2015 and $41,785 in 2016) | $ 13,220 | $ 11,481 |
NOTES PAYABLE AND LONG-TERM D53
NOTES PAYABLE AND LONG-TERM DEBT (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Jun. 30, 2016 | Mar. 31, 2016 | Mar. 17, 2016 | Jan. 30, 2015 | |
Principal Paid | $ 750 | $ 809 | $ 2,000 | |
Unamortized Discount | $ 0 | $ 2 | $ 15 | |
Term Loan B Payment One [Member] | ||||
Principal Paid | $ 441 | |||
Unamortized Discount | 1 | |||
Term Loan B Payment Two [Member] | ||||
Principal Paid | 750 | |||
Unamortized Discount | $ 0 |
NOTES PAYABLE AND LONG-TERM D54
NOTES PAYABLE AND LONG-TERM DEBT (Details 1) - USD ($) $ in Thousands | Jun. 30, 2016 | Mar. 31, 2016 | Mar. 17, 2016 | Dec. 31, 2015 | Jan. 30, 2015 |
Debt Instrument [Line Items] | |||||
Less: Unamortized discount based on imputed interest rate of 4.78% | $ 0 | $ (2) | $ (15) | ||
Long Term Debt And Capital Lease Obligations Current And Noncurrent | $ 270,817 | $ 274,755 | |||
Less current portion | 4,439 | 5,662 | |||
Long-term debt and capital lease obligations less unamortized discount and debt issuance costs, net of current portion | 266,378 | 269,093 | |||
Deferred financing costs | 116 | 151 | |||
Term B Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Term Loan B | 274,000 | ||||
Less: Unamortized discount based on imputed interest rate of 4.78% | (864) | ||||
Less: Unamortized debt issuance costs based on imputed interest rate of 4.78% | (2,361) | ||||
Term Loan B net carrying value | 268,425 | 270,775 | |||
Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Long Term Debt And Capital Lease Obligations Current And Noncurrent | 1,770 | 3,306 | |||
Capital Lease Obligations And Other [Member] | |||||
Debt Instrument [Line Items] | |||||
Long Term Debt And Capital Lease Obligations Current And Noncurrent | $ 622 | 674 | |||
Scenario, Previously Reported [Member] | |||||
Debt Instrument [Line Items] | |||||
Long Term Debt And Capital Lease Obligations Current And Noncurrent | 277,116 | ||||
Less current portion | (5,662) | ||||
Long-term debt and capital lease obligations less unamortized discount and debt issuance costs, net of current portion | 271,454 | ||||
Deferred financing costs | 2,512 | ||||
Scenario, Previously Reported [Member] | Term B Loan [Member] | |||||
Debt Instrument [Line Items] | |||||
Term Loan B | 273,136 | ||||
Less: Unamortized discount based on imputed interest rate of 4.78% | 0 | ||||
Less: Unamortized debt issuance costs based on imputed interest rate of 4.78% | 0 | ||||
Term Loan B net carrying value | 273,136 | ||||
Scenario, Previously Reported [Member] | Revolver [Member] | |||||
Debt Instrument [Line Items] | |||||
Long Term Debt And Capital Lease Obligations Current And Noncurrent | 3,306 | ||||
Scenario, Previously Reported [Member] | Capital Lease Obligations And Other [Member] | |||||
Debt Instrument [Line Items] | |||||
Long Term Debt And Capital Lease Obligations Current And Noncurrent | $ 674 |
NOTES PAYABLE AND LONG-TERM D55
NOTES PAYABLE AND LONG-TERM DEBT (Details 1) (Parenthetical) | Jun. 30, 2016 | Dec. 31, 2015 |
Term B Loan [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.78% | 4.78% |
NOTES PAYABLE AND LONG-TERM D56
NOTES PAYABLE AND LONG-TERM DEBT (Details 2) | Jun. 30, 2016 |
Less than 3.00 to 1.00 [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 1.25% |
Less than 3.00 to 1.00 [Member] | LIBOR Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 2.25% |
Greater than or equal to 3.00 to 1.00 but less than 4.00 to 1.00 [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 1.50% |
Greater than or equal to 3.00 to 1.00 but less than 4.00 to 1.00 [Member] | LIBOR Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 2.50% |
Greater than or equal to 4.00 to 1.00 but less than 5.00 to 1.00 [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 1.75% |
Greater than or equal to 4.00 to 1.00 but less than 5.00 to 1.00 [Member] | LIBOR Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 2.75% |
Greater than or equal to 5.00 to 1.00 but less than 6.00 to 1.00 [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 2.00% |
Greater than or equal to 5.00 to 1.00 but less than 6.00 to 1.00 [Member] | LIBOR Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 3.00% |
Greater than or equal to 6.00 to 1.00 [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 2.50% |
Greater than or equal to 6.00 to 1.00 [Member] | LIBOR Loans [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 3.50% |
NOTES PAYABLE AND LONG-TERM D57
NOTES PAYABLE AND LONG-TERM DEBT (Details 2) (Parenthetical) | Jun. 30, 2016 |
Revolving Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Leverage Ratio | 5.39% |
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 D58
NOTES PAYABLE AND LONG-TERM DEBT (Details 3) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Long Term Debt And Capital Lease Obligations Current And Noncurrent | $ 270,817 | $ 274,755 |
Less current portion | (4,439) | (5,662) |
Long-term Debt and Capital Lease Obligations, Total | 266,378 | 269,093 |
Term B Loan [Member] | ||
Term Loan B principal amount | 271,250 | 274,000 |
Less unamortized discount and debt issuance costs based on imputed interest rate of 4.78% | (2,825) | (3,225) |
Term Loan B net carrying value | 268,425 | 270,775 |
Revolver [Member] | ||
Long Term Debt And Capital Lease Obligations Current And Noncurrent | 1,770 | 3,306 |
Capital Lease Obligations And Other [Member] | ||
Long Term Debt And Capital Lease Obligations Current And Noncurrent | $ 622 | $ 674 |
NOTES PAYABLE AND LONG-TERM D59
NOTES PAYABLE AND LONG-TERM DEBT (Details 3) (Parenthetical) | Jun. 30, 2016 | Dec. 31, 2015 |
Term B Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.78% | 4.78% |
NOTES PAYABLE AND LONG-TERM D60
NOTES PAYABLE AND LONG-TERM DEBT (Details 4) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
2,017 | $ 4,439 | |
2,018 | 3,112 | |
2,019 | 3,102 | |
2,020 | 259,969 | |
2,021 | 113 | |
Thereafter | 82 | |
Long-term debt | $ 270,817 | $ 274,755 |
NOTES PAYABLE AND LONG-TERM D61
NOTES PAYABLE AND LONG-TERM DEBT (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2016 | Mar. 17, 2016 | Sep. 30, 2013 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 14, 2013 | |
Interest Expense, Debt | $ 141,000 | $ 139,000 | $ 283,000 | $ 279,000 | ||||||
Amortization of Financing Costs | $ 318,000 | 314,000 | ||||||||
Revolving Credit Facility [Member] | ||||||||||
Line of Credit Facility, Covenant Terms | With respect to financial covenants, the credit agreement includes a minimum interest coverage ratio, which started at 1.50 to 1.0 and stepped up to 2.50 to 1.0 and a maximum leverage ratio, which started at 6.75 to 1.0 and steps down to 5.75 to 1.0 by 2017. The credit agreement also includes other negative covenants that are customary for credit facilities of this type, including covenants that, subject to exceptions described in the credit agreement, restrict the ability of Salem and its subsidiary guarantors | |||||||||
Interest Coverage Ratio | 3.33% | 3.33% | 3.33% | 2.50% | ||||||
Term B Loan [Member] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 271,200,000 | $ 271,200,000 | $ 271,200,000 | $ 300,000,000 | ||||||
Senior Notes, Noncurrent | 298,500,000 | |||||||||
Interest Expense, Debt | $ 52,000 | 47,000 | $ 104,000 | 93,000 | ||||||
Amortization of Financing Costs | $ 3,400 | $ 6,700 | ||||||||
Floor Rate On Term Loan | 1.00% | |||||||||
Line Of Credit Default Rate Above Applicable Interest Rate | 2.00% | 2.00% | 2.00% | |||||||
Proceeds from Issuance of Debt | $ 60,000,000 | |||||||||
Debt Instrument, Periodic Payment, Principal | $ 750,000 | |||||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.51% | 4.51% | 4.51% | |||||||
Line of Credit Facility, Expiration Period | 7 years | |||||||||
Debt Instrument Interest Additional Interest Above Prime Rate | 2.50% | |||||||||
Debt Instrument Interest Additional Interest Above London Interbank Offered Rate | 3.50% | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.78% | 4.78% | 4.78% | 4.78% | ||||||
Revolver [Member] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,800,000 | $ 1,800,000 | $ 1,800,000 | $ 25,000,000 | ||||||
Amortization of Financing Costs | $ 35,000 | $ 17,000 | $ 35,000 | $ 17,000 | ||||||
Debt Instrument Interest Additional Interest Above Base Rate | 2.00% | |||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% | |||||||||
Line of Credit Facility, Expiration Period | 5 years | |||||||||
Debt Instrument Interest Additional Interest Above London Interbank Offered Rate | 3.00% | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.58% | 4.58% | 4.58% | |||||||
Deferred Financing Cost Amortization Period | 5 years |
STOCK INCENTIVE PLAN (Details)
STOCK INCENTIVE PLAN (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense, pre-tax | $ 125 | $ 156 | $ 324 | $ 487 |
Tax provision for stock-based compensation expense | (50) | (63) | (130) | (195) |
Total stock-based compensation expense, net of tax | 75 | 93 | 194 | 292 |
Corporate [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock option compensation expense | 81 | 88 | 202 | 316 |
Restricted stock shares compensation expense | 0 | 14 | 24 | 15 |
Broadcast [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock option compensation expense | 20 | 25 | 48 | 77 |
Publishing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock option compensation expense | 10 | 10 | 11 | 24 |
Digital Media [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock option compensation expense | $ 14 | $ 19 | $ 39 | $ 55 |
STOCK INCENTIVE PLAN (Details 1
STOCK INCENTIVE PLAN (Details 1) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Expected volatility | 46.77% | 47.03% | 52.37% |
Expected dividends | 4.08% | 5.36% | 4.28% |
Expected term (in years) | 6 years | 7 years 6 months | 3 years |
Risk-free interest rate | 1.38% | 1.66% | 0.85% |
STOCK INCENTIVE PLAN (Details 2
STOCK INCENTIVE PLAN (Details 2) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | |
Shares | |
Outstanding | shares | 1,942,803 |
Employee Stock Option [Member] | |
Shares | |
Outstanding | shares | 1,581,123 |
Granted | shares | 549,500 |
Exercised | shares | (117,443) |
Forfeited or expired | shares | (70,377) |
Outstanding | shares | 1,942,803 |
Exercisable at end of period | shares | 1,062,178 |
Expected to Vest | shares | 836,164 |
Weighted Average Exercise Price | |
Outstanding | $ 4.87 |
Granted | 4.85 |
Exercised | 2.85 |
Forfeited or expired | 8.01 |
Outstanding | 4.88 |
Exercisable at end of period | 5.03 |
Expected to Vest | 4.69 |
Weighted Average Grant Date Fair value | |
Outstanding | 3.39 |
Granted | 1.33 |
Exercised | 1.85 |
Forfeited or expired | 5.91 |
Outstanding | 2.81 |
Exercisable at end of period | 3.56 |
Expected to Vest | $ 1.89 |
Weighted Average Remaining Contractual Term | |
Outstanding | 4 years 3 months 18 days |
Outstanding | 4 years 10 months 24 days |
Exercisable at end of period | 3 years 4 months 24 days |
Expected to Vest | 6 years 7 months 6 days |
Aggregate Intrinsic Value | |
Outstanding | $ | $ 1,738 |
Granted | $ | |
Exercised | $ | |
Forfeited or expired | $ | |
Outstanding | $ | 4,585 |
Exercisable at end of period | $ | 2,342 |
Expected to Vest | $ | $ 2,130 |
STOCK INCENTIVE PLAN (Details 3
STOCK INCENTIVE PLAN (Details 3) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | |
Shares | |
Outstanding | shares | shares | 8,000 |
Granted | shares | 0 |
Lapsed | shares | (8,000) |
Forfeited | shares | 0 |
Outstanding | shares | shares | 0 |
Weighted Average Grant Date Fair Value | |
Outstanding | $ / shares | $ 5.83 |
Granted | $ / shares | 0 |
Lapsed | $ / shares | 5.83 |
Forfeited | $ / shares | 0 |
Outstanding | $ / shares | $ 0 |
Weighted Average Remaining Contractual Term | |
Outstanding, contractual term | 2 months 12 days |
Aggregate Intrinsic Value | |
Outstanding | $ | $ | $ 40 |
Granted | $ | $ | 0 |
Lapsed | $ | 52 |
Forfeited or expired | $ | 0 |
Outstanding | $ | $ | $ 0 |
STOCK INCENTIVE PLAN (Details T
STOCK INCENTIVE PLAN (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 0.7 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 25 days | |
Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 5,000,000 | |
Share Price | $ 7.22 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 1.1 | $ 1.3 |
EQUITY TRANSACTIONS (Details)
EQUITY TRANSACTIONS (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2016 | |
Dividends Payable [Line Items] | |||
Announcement Date | Jun. 2, 2016 | Mar. 10, 2016 | |
Payment Date | Jun. 30, 2016 | Apr. 5, 2016 | |
Dividend Payment One [Member] | |||
Dividends Payable [Line Items] | |||
Announcement Date | Jun. 2, 2016 | ||
Payment Date | Jun. 30, 2016 | ||
Amount Per Share | $ 0.0650 | $ 0.0650 | |
Cash Distributed | $ 1,664 | ||
Dividend Payment Two [Member] | |||
Dividends Payable [Line Items] | |||
Announcement Date | Mar. 10, 2016 | ||
Payment Date | Apr. 5, 2016 | ||
Amount Per Share | 0.0650 | $ 0.0650 | |
Cash Distributed | $ 1,657 | ||
Dividend Payment Three [Member] | |||
Dividends Payable [Line Items] | |||
Announcement Date | Dec. 1, 2015 | ||
Payment Date | Dec. 29, 2015 | ||
Amount Per Share | 0.0650 | $ 0.0650 | |
Cash Distributed | $ 1,656 | ||
Dividend Payment Four [Member] | |||
Dividends Payable [Line Items] | |||
Announcement Date | Sep. 1, 2015 | ||
Payment Date | Sep. 30, 2015 | ||
Amount Per Share | 0.0650 | $ 0.0650 | |
Cash Distributed | $ 1,655 | ||
Dividend Payment Five [Member] | |||
Dividends Payable [Line Items] | |||
Announcement Date | Jun. 2, 2015 | ||
Payment Date | Jun. 30, 2015 | ||
Amount Per Share | 0.0650 | $ 0.0650 | |
Cash Distributed | $ 1,654 | ||
Dividend Payment Six [Member] | |||
Dividends Payable [Line Items] | |||
Announcement Date | Mar. 5, 2015 | ||
Payment Date | Mar. 31, 2015 | ||
Amount Per Share | $ 0.0650 | $ 0.0650 | |
Cash Distributed | $ 1,647 |
EQUITY TRANSACTIONS (Details Te
EQUITY TRANSACTIONS (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition, Total | $ 0.1 | $ 0.2 | $ 0.3 | $ 0.5 | |
Scenario, Forecast [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Expected Dividend Payments | $ 6.7 |
BASIC AND DILUTED NET EARNING69
BASIC AND DILUTED NET EARNINGS PER SHARE (Details Textual) - shares | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share Basic And Diluted [Line Items] | ||
Options to purchase Class A common stock | 1,942,803 | 1,634,034 |
Dilutive shares | 501,204 | 400,366 |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Derivative [Line Items] | ||
Fair value of interest rate swap liability | $ 2,979 | |
Fair Value, Inputs, Level 2 [Member] | ||
Derivative [Line Items] | ||
Fair value of interest rate swap liability | 2,979 | |
Interest Rate Swap [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Derivative [Line Items] | ||
Fair value of interest rate swap liability | $ 2,979 | $ 798 |
DERIVATIVE INSTRUMENTS (Detai71
DERIVATIVE INSTRUMENTS (Details Textual) - Interest Rate Swap [Member] - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2016 | Mar. 27, 2013 | |
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 150 | |
Payments swap LIBOR floor rate | 0.625% | |
Derivative, Maturity Date | Mar. 28, 2019 | |
Interest rate swap, fixed rate | 1.645% | |
Liabilities, Noncurrent, Total | $ 3 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Assets: | ||
Cash and cash equivalents | $ 44 | |
Trade accounts receivable, net | 33,091 | |
Liabilities: | ||
Accounts payable | 3,612 | |
Accrued expenses including estimated fair value of contingent earn-out consideration | 10,687 | |
Accrued interest | 47 | |
Long term liabilities | 35 | $ 636 |
Long-term debt and capital lease obligations less unamortized discount and debt issuance costs | 270,817 | |
Fair value of interest rate swap | 2,979 | |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Cash and cash equivalents | 44 | |
Trade accounts receivable, net | 33,091 | |
Liabilities: | ||
Accounts payable | 3,612 | |
Accrued expenses including estimated fair value of contingent earn-out consideration | 10,246 | |
Accrued interest | 47 | |
Long term liabilities | 35 | |
Long-term debt and capital lease obligations less unamortized discount and debt issuance costs | 0 | |
Fair value of interest rate swap | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Trade accounts receivable, net | 0 | |
Liabilities: | ||
Accounts payable | 0 | |
Accrued expenses including estimated fair value of contingent earn-out consideration | 0 | |
Accrued interest | 0 | |
Long term liabilities | 0 | |
Long-term debt and capital lease obligations less unamortized discount and debt issuance costs | 270,817 | |
Fair value of interest rate swap | 2,979 | |
Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Cash and cash equivalents | 0 | |
Trade accounts receivable, net | 0 | |
Liabilities: | ||
Accounts payable | 0 | |
Accrued expenses including estimated fair value of contingent earn-out consideration | 441 | |
Accrued interest | 0 | |
Long term liabilities | 0 | |
Long-term debt and capital lease obligations less unamortized discount and debt issuance costs | 0 | |
Fair value of interest rate swap | $ 0 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Income Tax Contingency [Line Items] | ||
Unrecognized Tax Benefits | $ 100,000 | |
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 20,000 | |
Unrecognized Tax Benefits, Income Tax Penalties Accrued | 6,000 | |
Deferred Tax Assets, Valuation Allowance | $ 2,800,000 | $ 2,800,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Textual) $ in Millions | Mar. 31, 2016USD ($) |
Commitments And Contingencies [Line Items] | |
Loss Contingency Accrual, Beginning Balance | $ 0.5 |
SEGMENT DATA (Details)
SEGMENT DATA (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2012 | Jun. 30, 2012 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||
Net revenue | $ 67,779 | $ 67,293 | $ 132,354 | $ 129,149 | |||
Operating expenses | 55,041 | 53,941 | 109,376 | 105,346 | |||
Operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairment of long-lived assets and (gain) loss on the sale or disposal of assets | 12,738 | 13,352 | 22,978 | 23,803 | |||
Depreciation | 2,982 | 3,060 | 5,974 | 6,232 | |||
Amortization | 1,189 | 1,315 | 2,332 | 2,644 | |||
Change in the estimated fair value of contingent earn-out consideration | (134) | (307) | (262) | (189) | |||
Impairment of long-lived assets | $ 1,200 | $ 5,600 | 700 | 700 | 0 | ||
(Gain) loss on the sale or disposal of assets | 1,701 | (30) | 1,551 | (159) | |||
Operating income (loss) | 9,702 | 9,254 | 15,785 | 14,957 | |||
Inventories, net | 903 | 903 | $ 893 | ||||
Property and equipment, net | 104,559 | 104,559 | 105,483 | ||||
Broadcast licenses | 393,566 | 393,566 | 393,031 | ||||
Goodwill | 24,793 | 24,793 | 24,563 | ||||
Other indefinite-lived intangible assets | 833 | 833 | 833 | ||||
Amortizable intangible assets, net | 13,220 | 13,220 | 11,481 | ||||
Operating Segments [Member] | Broadcast [Member] | |||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||
Net revenue | 49,707 | 49,060 | 98,178 | 95,599 | |||
Operating expenses | 35,709 | 35,187 | 71,697 | 69,104 | |||
Operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairment of long-lived assets and (gain) loss on the sale or disposal of assets | 13,998 | 13,873 | 26,481 | 26,495 | |||
Depreciation | 1,802 | 1,889 | 3,650 | 3,840 | |||
Amortization | 23 | 23 | 45 | 46 | |||
Change in the estimated fair value of contingent earn-out consideration | 0 | 0 | 0 | 0 | |||
Impairment of long-lived assets | 700 | 700 | |||||
(Gain) loss on the sale or disposal of assets | (1,721) | 30 | (1,542) | 159 | |||
Operating income (loss) | 13,194 | 11,931 | 23,628 | 22,450 | |||
Inventories, net | 0 | 0 | 0 | ||||
Property and equipment, net | 88,155 | 88,155 | 88,788 | ||||
Broadcast licenses | 393,566 | 393,566 | 393,031 | ||||
Goodwill | 3,581 | 3,581 | 3,581 | ||||
Other indefinite-lived intangible assets | 0 | 0 | 0 | ||||
Amortizable intangible assets, net | 447 | 447 | 492 | ||||
Operating Segments [Member] | Digital Media [Member] | |||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||
Net revenue | 11,311 | 11,499 | 22,595 | 22,290 | |||
Operating expenses | 8,781 | 8,767 | 17,967 | 17,767 | |||
Operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairment of long-lived assets and (gain) loss on the sale or disposal of assets | 2,530 | 2,732 | 4,628 | 4,523 | |||
Depreciation | 798 | 782 | 1,580 | 1,558 | |||
Amortization | 1,093 | 1,156 | 2,142 | 2,326 | |||
Change in the estimated fair value of contingent earn-out consideration | (36) | (244) | (106) | (211) | |||
Impairment of long-lived assets | 0 | 0 | |||||
(Gain) loss on the sale or disposal of assets | 20 | 0 | 6 | 0 | |||
Operating income (loss) | 655 | 1,038 | 1,006 | 850 | |||
Inventories, net | 388 | 388 | 505 | ||||
Property and equipment, net | 7,131 | 7,131 | 7,033 | ||||
Broadcast licenses | 0 | 0 | 0 | ||||
Goodwill | 20,160 | 20,160 | 19,930 | ||||
Other indefinite-lived intangible assets | 0 | 0 | 0 | ||||
Amortizable intangible assets, net | 11,522 | 11,522 | 9,599 | ||||
Operating Segments [Member] | Publishing [Member] | |||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||
Net revenue | 6,761 | 6,734 | 11,581 | 11,260 | |||
Operating expenses | 6,983 | 6,469 | 11,931 | 10,966 | |||
Operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairment of long-lived assets and (gain) loss on the sale or disposal of assets | (222) | 265 | (350) | 294 | |||
Depreciation | 165 | 167 | 315 | 335 | |||
Amortization | 72 | 135 | 144 | 271 | |||
Change in the estimated fair value of contingent earn-out consideration | (98) | (63) | (156) | 22 | |||
Impairment of long-lived assets | 0 | 0 | |||||
(Gain) loss on the sale or disposal of assets | (3) | 0 | (21) | (1) | |||
Operating income (loss) | (358) | 26 | (632) | (333) | |||
Inventories, net | 515 | 515 | 388 | ||||
Property and equipment, net | 1,625 | 1,625 | 1,742 | ||||
Broadcast licenses | 0 | 0 | 0 | ||||
Goodwill | 1,044 | 1,044 | 1,044 | ||||
Other indefinite-lived intangible assets | 833 | 833 | 833 | ||||
Amortizable intangible assets, net | 1,244 | 1,244 | 1,385 | ||||
Operating Segments [Member] | Unallocated Corporate [Member] | |||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||||||
Net revenue | 0 | 0 | 0 | 0 | |||
Operating expenses | 3,568 | 3,518 | 7,781 | 7,509 | |||
Operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairment of long-lived assets and (gain) loss on the sale or disposal of assets | (3,568) | (3,518) | (7,781) | (7,509) | |||
Depreciation | 217 | 222 | 429 | 499 | |||
Amortization | 1 | 1 | 1 | 1 | |||
Change in the estimated fair value of contingent earn-out consideration | 0 | 0 | 0 | 0 | |||
Impairment of long-lived assets | 0 | 0 | |||||
(Gain) loss on the sale or disposal of assets | 3 | 0 | 6 | 1 | |||
Operating income (loss) | (3,789) | $ (3,741) | (8,217) | $ (8,010) | |||
Inventories, net | 0 | 0 | 0 | ||||
Property and equipment, net | 7,648 | 7,648 | 7,920 | ||||
Broadcast licenses | 0 | 0 | 0 | ||||
Goodwill | 8 | 8 | 8 | ||||
Other indefinite-lived intangible assets | 0 | 0 | 0 | ||||
Amortizable intangible assets, net | $ 7 | $ 7 | $ 5 |
SEGMENT DATA (Details Textual)
SEGMENT DATA (Details Textual) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting Information [Line Items] | |
Number of Reportable Segments | 3 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - FM Translator Construction [Member] $ in Thousands | 6 Months Ended | |
Jun. 30, 2016USD ($) | ||
Crested Butte, Colorado [Member] | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Date of Acquisition Agreement | Jul. 25, 2016 | |
Business Acquisition, Permit or ID of the Acquired Translators | K296AL | |
Entity Address, Address Description | Crested Butte, Colorado | |
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 39 | |
Escrow Deposit | $ 8 | |
Business Acquisition, Market Segment of the Acquired Translators | Colorado Springs, Colorado | |
Festus, Missouri [Member] | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Date of Acquisition Agreement | Jul. 25, 2016 | |
Business Acquisition, Permit or ID of the Acquired Translators | K283CA | |
Entity Address, Address Description | Festus, Missouri * | [1] |
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 40 | |
Escrow Deposit | $ 8 | |
Business Acquisition, Market Segment of the Acquired Translators | St. Louis, Missouri | |
Rhinelander, Wisconsin [Member] | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Date of Acquisition Agreement | Jul. 26, 2016 | |
Business Acquisition, Permit or ID of the Acquired Translators | W263BS | |
Entity Address, Address Description | Rhinelander, Wisconsin | |
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 50 | |
Escrow Deposit | $ 25 | |
Business Acquisition, Market Segment of the Acquired Translators | Minneapolis, Minnesota | |
Roseburg, Oregon [Member] | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Date of Acquisition Agreement | Jul. 26, 2016 | |
Business Acquisition, Permit or ID of the Acquired Translators | K294CP | |
Entity Address, Address Description | Roseburg, Oregon * | [1] |
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 45 | |
Escrow Deposit | $ 9 | |
Business Acquisition, Market Segment of the Acquired Translators | Portland, Oregon | |
Carbondale, Pennsylvania [Member] | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Date of Acquisition Agreement | Jul. 26, 2016 | |
Business Acquisition, Permit or ID of the Acquired Translators | W279BK | |
Entity Address, Address Description | Carbondale, Pennsylvania | |
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 75 | |
Escrow Deposit | $ 15 | |
Business Acquisition, Market Segment of the Acquired Translators | Pittsburgh, Pennsylvania | |
Dansville, New York [Member] | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Date of Acquisition Agreement | Jul. 26, 2016 | |
Business Acquisition, Permit or ID of the Acquired Translators | W283BR | |
Entity Address, Address Description | Dansville, New York | |
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 75 | |
Escrow Deposit | $ 15 | |
Business Acquisition, Market Segment of the Acquired Translators | New York, New York | |
Kingsville, Texas [Member] | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Date of Acquisition Agreement | Jul. 26, 2016 | |
Business Acquisition, Permit or ID of the Acquired Translators | K228FC | |
Entity Address, Address Description | Kingsville, Texas * | [1] |
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 50 | |
Escrow Deposit | $ 10 | |
Business Acquisition, Market Segment of the Acquired Translators | Houston, Texas | |
Little Fish Lake Valley, California [Member] | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Date of Acquisition Agreement | Jul. 26, 2016 | |
Business Acquisition, Permit or ID of the Acquired Translators | K245AR | |
Entity Address, Address Description | Little Fish Lake Valley, California | |
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 44 | |
Escrow Deposit | $ 20 | |
Business Acquisition, Market Segment of the Acquired Translators | Sacramento, California | |
Eaglemount, Washington [Member] | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Date of Acquisition Agreement | Jul. 26, 2016 | |
Business Acquisition, Permit or ID of the Acquired Translators | K276FZ | |
Entity Address, Address Description | Eaglemount, Washington * | [1] |
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 40 | |
Escrow Deposit | $ 8 | |
Business Acquisition, Market Segment of the Acquired Translators | Portland, Oregon | |
Angola, Indiana [Member] | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Date of Acquisition Agreement | Jul. 27, 2016 | |
Business Acquisition, Permit or ID of the Acquired Translators | W256CO | |
Entity Address, Address Description | Angola, Indiana * | [1] |
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 50 | |
Escrow Deposit | $ 15 | |
Business Acquisition, Market Segment of the Acquired Translators | Cleveland, Ohio | |
Cofax, Indiana [Member] | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Date of Acquisition Agreement | Jul. 27, 2016 | |
Business Acquisition, Permit or ID of the Acquired Translators | W249CQ | |
Entity Address, Address Description | Cofax, Indiana * | [1] |
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 45 | |
Escrow Deposit | $ 14 | |
Business Acquisition, Market Segment of the Acquired Translators | St. Louis, Missouri | |
Battle Creek, Michigan [Member] | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Date of Acquisition Agreement | Jul. 27, 2016 | |
Business Acquisition, Permit or ID of the Acquired Translators | W263CS | |
Entity Address, Address Description | Battle Creek, Michigan * | [1] |
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 50 | |
Escrow Deposit | $ 15 | |
Business Acquisition, Market Segment of the Acquired Translators | Cleveland, Ohio | |
Port St Lucie, Florida [Member] | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Date of Acquisition Agreement | Jul. 27, 2016 | |
Business Acquisition, Permit or ID of the Acquired Translators | W227BT | |
Entity Address, Address Description | Port St Lucie, Florida | |
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 100 | |
Escrow Deposit | $ 10 | |
Business Acquisition, Market Segment of the Acquired Translators | Tampa, Florida | |
Aurora, Florida [Member] | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Permit or ID of the Acquired Translators | W298AM | |
Entity Address, Address Description | Aurora, Florida | |
Business Acquisition, Market Segment of the Acquired Translators | TBD | |
Lahaina, Hawaii [Member] | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Date of Acquisition Agreement | Jul. 28, 2016 | |
Business Acquisition, Permit or ID of the Acquired Translators | K239CD | |
Entity Address, Address Description | Lahaina, Hawaii * | [1] |
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 110 | |
Escrow Deposit | $ 11 | |
Business Acquisition, Market Segment of the Acquired Translators | Honolulu, Hawaii | |
Kihei, Hawaii [Member] | ||
Subsequent Event [Line Items] | ||
Business Acquisition, Permit or ID of the Acquired Translators | K241BZ | |
Entity Address, Address Description | Kihei, Hawaii | |
Business Acquisition, Market Segment of the Acquired Translators | Honolulu, Hawaii | |
[1] | Indicates that the purchase is for a FM Translator Construction Permit. |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - Subsequent Event [Member] - USD ($) $ in Millions | Aug. 01, 2016 | Jul. 21, 2016 |
Hillcrest Media Group, Inc [Member] | ||
Subsequent Event [Line Items] | ||
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 3.5 | |
KXFN-AM [Member] | ||
Subsequent Event [Line Items] | ||
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 0.2 |