Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 04, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
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 | 20,468,322 | |
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 | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 83 | $ 130 |
Trade accounts receivable (net of allowances of $10,420 in 2016 and $10,263 in 2017) | 33,951 | 37,260 |
Other receivables (net of allowances of $260 in 2016 and $105 in 2017 ) | 923 | 751 |
Inventories (net of reserves of $2,226 in 2016 and $1,516 in 2017) | 841 | 670 |
Prepaid expenses | 6,144 | 6,287 |
Deferred income taxes current | 0 | 9,411 |
Land held for sale | 1,000 | 1,000 |
Total current assets | 42,942 | 55,509 |
Notes receivable (net of allowance of $564 in 2016 and $531 in 2017) | 17 | 65 |
Property and equipment (net of accumulated depreciation of $156,024 in 2016 and $158,915 in 2017) | 102,558 | 102,790 |
Broadcast licenses | 388,663 | 388,517 |
Goodwill | 25,628 | 25,613 |
Other indefinite-lived intangible assets | 313 | 332 |
Amortizable intangible assets (net of accumulated amortization of $44,488 in 2016 and $43,728 in 2017) | 13,348 | 14,408 |
Deferred financing costs | 65 | 82 |
Deferred income taxes non-current | 1,877 | 0 |
Other assets | 3,104 | 2,952 |
Total assets | 578,515 | 590,268 |
Current liabilities: | ||
Accounts payable | 5,795 | 4,968 |
Accrued expenses | 12,087 | 15,658 |
Accrued compensation and related expenses | 9,712 | 8,133 |
Accrued interest | 41 | 77 |
Current portion of deferred revenue | 9,365 | 9,491 |
Income taxes payable | 257 | 223 |
Current portion of long-term debt and capital lease obligations | 2,095 | 590 |
Total current liabilities | 39,352 | 39,140 |
Long-term debt and capital lease obligations, less current portion | 255,519 | 261,084 |
Fair value of interest rate swap | 157 | 514 |
Deferred income taxes | 53,859 | 60,769 |
Deferred rent expense | 9,656 | 9,596 |
Deferred revenue less current portion | 5,253 | 5,252 |
Other long-term liabilities | 65 | 67 |
Total liabilities | 363,861 | 376,422 |
Commitments and contingencies (Note 18) | ||
Stockholders' Equity: | ||
Additional paid-in capital | 245,046 | 243,607 |
Accumulated earnings | 3,332 | 3,963 |
Treasury stock, at cost (2,317,650 shares at December 31, 2016 and March 31, 2017) | (34,006) | (34,006) |
Total stockholders' equity | 214,654 | 213,846 |
Total liabilities and stockholders' equity | 578,515 | 590,268 |
Common Class A [Member] | ||
Stockholders' Equity: | ||
Common stock | 226 | 226 |
Common Class B [Member] | ||
Stockholders' Equity: | ||
Common stock | $ 56 | $ 56 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Trade accounts receivable, allowances | $ 10,263 | $ 10,420 |
Allowance for Doubtful Other Receivables, Current | 105 | 260 |
Inventories, reserves | 1,516 | 2,226 |
Notes receivable, allowance | 531 | 564 |
Property and equipment, accumulated depreciation | 158,915 | 156,024 |
Amortizable intangible assets, accumulated amortization | $ 43,728 | $ 44,488 |
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 | 22,783,972 | 22,593,130 |
Common stock, outstanding | 20,466,322 | 20,275,480 |
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 | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net broadcast revenue | $ 47,804 | $ 48,745 |
Net digital media revenue | 10,686 | 11,010 |
Net publishing revenue | 6,490 | 4,820 |
Total net revenue | 64,980 | 64,575 |
Operating expenses: | ||
Broadcast operating expenses, exclusive of depreciation and amortization shown below (including $408 and $424 for the three months ended March 31, 2016 and 2017, respectively, paid to related parties) | 35,836 | 36,150 |
Digital media operating expenses, exclusive of depreciation and amortization shown below | 8,702 | 9,024 |
Publishing operating expenses, exclusive of depreciation and amortization shown below | 6,351 | 4,948 |
Unallocated corporate expenses exclusive of depreciation and amortization shown below (including $98 and $92 for the three months ended March 31, 2016 and 2017, respectively, paid to related parties) | 5,125 | 4,213 |
Depreciation | 2,980 | 2,992 |
Amortization | 1,142 | 1,143 |
Change in the estimated fair value of contingent earn-out consideration | 1 | (128) |
Impairment of indefinite-lived long-term assets other than goodwill | 19 | 0 |
Loss on the sale or disposal of assets | 5 | 150 |
Total operating expenses | 60,161 | 58,492 |
Operating income | 4,819 | 6,083 |
Other income (expense): | ||
Interest income | 1 | 1 |
Interest expense | (3,430) | (3,796) |
Change in the fair value of interest rate swap | 357 | (1,758) |
Loss on early retirement of long-term debt | (41) | (9) |
Net miscellaneous income and expenses | 0 | 0 |
Net income before income taxes | 1,706 | 521 |
Provision for income taxes | 646 | 168 |
Net income | $ 1,060 | $ 353 |
Basic earnings per share data: | ||
Basic earnings per share | $ 0.04 | $ 0.01 |
Diluted earnings per share data: | ||
Diluted earnings per share | 0.04 | 0.01 |
Distributions per share | $ 0.07 | $ 0 |
Basic weighted average shares outstanding | 25,901,801 | 25,485,234 |
Diluted weighted average shares outstanding | 26,290,926 | 25,802,958 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Parenthetical] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Broadcast operating expenses exclusive of depreciation and amortization | $ 35,836 | $ 36,150 |
Unallocated corporate expenses exclusive of depreciation and amortization | 5,125 | 4,213 |
Related Party [Member] | ||
Broadcast operating expenses exclusive of depreciation and amortization | 424 | 408 |
Unallocated corporate expenses exclusive of depreciation and amortization | $ 92 | $ 98 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
OPERATING ACTIVITIES | ||
Net income | $ 1,060 | $ 353 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Non-cash stock-based compensation | 1,381 | 199 |
Tax benefit related to stock options exercised | 0 | (10) |
Depreciation and amortization | 4,122 | 4,135 |
Amortization of deferred financing costs | 149 | 160 |
Accretion of financing items | 48 | 52 |
Accretion of acquisition-related deferred payments and contingent consideration | 12 | 29 |
Provision for bad debts | 388 | 135 |
Deferred income taxes | 624 | 121 |
Change in the fair value of interest rate swap | (357) | 1,758 |
Change in the estimated fair value of contingent earn-out consideration | 1 | (128) |
Impairment of indefinite-lived long-term assets other than goodwill | 19 | 0 |
Loss on early retirement of long-term debt | 41 | 9 |
Loss on the sale or disposal of assets | 5 | 150 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,804 | 7,484 |
Inventories | (171) | 22 |
Prepaid expenses and other current assets | 143 | 145 |
Accounts payable and accrued expenses | (1,171) | (1,796) |
Deferred rent | 26 | (128) |
Deferred revenue | (119) | (1,801) |
Other liabilities | (2) | 0 |
Income taxes payable | 34 | 189 |
Net cash provided by operating activities | 9,037 | 11,078 |
INVESTING ACTIVITIES | ||
Cash paid for capital expenditures net of tenant improvement allowances | (2,586) | (2,427) |
Capital expenditures reimbursable under tenant improvement allowances and trade agreements | (48) | (200) |
Escrow deposits related to acquisitions | (42) | (122) |
Purchases of broadcast assets and radio stations | (98) | 0 |
Other | (111) | (226) |
Net cash used in investing activities | (3,130) | (5,678) |
FINANCING ACTIVITIES | ||
Payments of acquisition-related contingent earn-out consideration | (9) | (83) |
Payments of deferred installments due from acquisition activity | (200) | (2,521) |
Proceeds from the exercise of stock options | 58 | 31 |
Payments of capital lease obligations | (33) | (27) |
Payment of cash distributions on common stock | (1,691) | 0 |
Book overdraft | 169 | (950) |
Net cash used in financing activities | (5,954) | (5,414) |
CASH FLOWS FROM DISCONTINUED OPERATIONS | ||
Net increase (decrease) in cash and cash equivalents | (47) | (14) |
Cash and cash equivalents at beginning of year | 130 | 98 |
Cash and cash equivalents at end of year | 83 | 84 |
Cash paid during the period for: | ||
Cash paid for interest, net of capitalized interest | 3,244 | 3,547 |
Cash received for income taxes | (30) | (131) |
Other supplemental disclosures of cash flow information: | ||
Barter revenue | 1,329 | 1,040 |
Barter expense | 1,294 | 1,055 |
Non-cash investing and financing activities: | ||
Capital expenditures reimbursable under tenant improvement allowances | 48 | 200 |
Current value of deferred cash payments (short-term) | 0 | 1,300 |
Term Loan B [Member] | ||
FINANCING ACTIVITIES | ||
Payments on Term Loan B and Revolver | (5,000) | (1,559) |
Revolver [Member] | ||
FINANCING ACTIVITIES | ||
Payments on Term Loan B and Revolver | (5,514) | (13,207) |
Proceeds from borrowings under Term Loan B and Revolver | 6,266 | 12,902 |
Digital Media [Member] | ||
INVESTING ACTIVITIES | ||
Purchases of digital media businesses and assets | (245) | (2,700) |
Publishing [Member] | ||
INVESTING ACTIVITIES | ||
Purchases of digital media businesses and assets | $ 0 | $ (3) |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | The accompanying consolidated financial statements of Salem Media Group, Inc. (“Salem” “we,” “us,” “our” or the “company”) include the company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Information with respect to the three months ended March 31, 2017 and 2016 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, 2016. Our results are subject to seasonal fluctuations. Therefore, The balance sheet at December 31, 2016 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 multimedia company specializing in Christian and conservative content, with media properties comprising radio broadcasting, digital media, and publishing. Effective February 19, 2015, we changed our name from Salem Communications Corporation to Salem Media Group, Inc. Salem was formed in 1986 as a California corporation and was reincorporated in Delaware in 1999. Our content is intended for audiences interested in Christian and family-themed programming and conservative news talk. We maintain a website at www.salemmedia.com. We have three operating segments, (1) Broadcast, (2) Digital Media, and (3) Publishing, which are discussed in Note 19 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”), Today’s Christian Music (“TCM”), Singing News Network (formerly Solid Gospel Network) and Salem Media Representatives TM Our digital media based businesses provide Christian, conservative, investing and health-themed content, e-commerce, audio and video streaming, and other resources digitally through the web. Salem Web Network (“SWN”) websites include Christian content websites: OnePlace.com, Christianity.com, Crosswalk.com®, GodVine.com, GodTube.com, CrossCards.com, LightSource.com, Jesus.org, BibleStudyTools.com, iBelieve.com, CCMmagazine.com and ChristianHeadlines.com, Our conservative opinion websites, collectively known as Townhall Media, include Townhall.com, HotAir.com, Twitchy.com, HumanEvents.com, RedState.com, and BearingArms.com. We also publish digital newsletters through Eagle Financial Publications, which provide market analysis and non-individualized investment strategies from financial commentators on a subscription basis. Our church e-commerce websites, including WorshipHouseMedia.com, SermonSpice.com, SermonSearch.com, ChurchStaffing.com, and ChristianJobs.com, offer a variety of digital resources including videos, song tracks, sermon archives and job listings to pastors and Church leaders. E-commerce also includes Eagle Wellness, which is a seller of nutritional supplements. Our web content is accessible through all of our radio station websites that feature content of interest to local audiences throughout the United States. Our publishing operating segment is comprised of three businesses: (1) 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; (2) Salem Author Services, our self-publishing services for authors through Xulon Press and Mill City Press; and (3) Salem Publishing which produces and distributes print magazines. 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 believe that the requirements of FASB ASC Topic 810 do not apply to these entities because the lease arrangements do not contain explicit guarantees of the residual value of the real estate, do not contain purchase options or similar provisions and the leases are at terms that do not vary materially from leases that would have been available with unaffiliated parties. Additionally, we do not have an equity interest in the entities controlled by our principal stockholders or other related parties and we do not guarantee debt of the entities controlled by our principal stockholders or other related parties. We also 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 March 31, 2017, 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 reclassification of Salem Consumer Products (“SCP”) from our digital media segment to our broadcast segment. SCP sells books, DVD’s and editorial content developed by our on-air personalities. The reclassification was made to include revenue from all sources, including SCP, to assess the overall performance of each network program. Refer to Note 19 Segment Data for an explanation of this reclassification. 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 March 2017, the FASB issued ASU 2017-08, “ Receivables Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium on Purchased Callable Debt Securities We do not expect on our In February 2017, the FASB issued ASU 2017-05, “Other Income Gains and Losses from the Derecognition of Nonfinancial Assets (Topic 610-20) We have not yet on our In January 2017, the FASB issued ASU 2017-04, “ Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment We have not yet on our In January 2017, the FASB issued ASU 2017-01, “ Business Combinations Clarifying the Definition of a Business In November 2016, the FASB issued ASU 2016-18, “ Statements of Cash Flows (Topic 230): Restricted Cash In October 2016, the FASB issued ASU 2016-16 “ Intra-Entity Transfers of Assets Other Than Inventory This ASU requires entities to immediately recognize the tax consequences on intercompany asset transfers (excluding inventory) at the transaction date, rather than deferring the tax consequences under current GAAP. The guidance is effective for fiscal years beginning after December 15, 2018, and interim reports within those fiscal years, with early adoption permitted only as of the first quarter of a fiscal year. In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses,” 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 May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers (Topic 606),” |
IMPAIRMENT OF GOODWILL AND OTHE
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2017 | |
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 72 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,” We continue to evaluate our print magazine business due to recurring declines in operating results and projected revenues. Due to operating results during the three months ending March 31, 2017 that did not meet management’s expectations, we decided to cease publishing Preaching Magazine Because of the likelihood that these print magazines would be sold or otherwise disposed of before the end of their previously estimated lives, we performed impairment tests as of March 31, 2017. We recorded an impairment charge of $ 19 |
IMPAIRMENT OF LONG-LIVED ASSETS
IMPAIRMENT OF LONG-LIVED ASSETS | 3 Months Ended |
Mar. 31, 2017 | |
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 1.9 |
ACQUISITIONS AND RECENT TRANSAC
ACQUISITIONS AND RECENT TRANSACTIONS | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND RECENT TRANSACTIONS | NOTE 4. ACQUISITIONS AND RECENT TRANSACTIONS During the three month period ended March 31, 2017, we completed or entered into the following transactions: Debt On February 28, 2017, we repaid $ 3.0 300.0 6,200 18 On January 30, 2017, we repaid $ 2.0 4,500 12 Equity On March 9, 2017 0.0650 1.7 March 30, 2017 March 20, 2017 On March 24, 2017, a restricted stock award was granted to certain members of management that vested immediately. The fair value of each restricted stock award was measured based on the grant date market price of our common shares and expensed as of the vesting date. These restricted stock awards contain transfer restrictions under which they cannot be sold, pledged, transferred or assigned until three months from vesting date. Recipients of these restricted stock awards are entitled to all the rights of absolute ownership of the restricted stock from the date of grant including the right to vote the shares and to receive dividends. Acquisitions Broadcast On March 14, 2017, we closed on the acquisition of an FM translator construction permit in Quartz Site, Arizona for $ 20,000 On March 1, 2017, we closed on the acquisition of an FM translator construction permit in Roseburg, Oregon for $ 45,000 On January 16, 2017, we closed on the acquisition of an FM translator in Astoria, Oregon for $ 33,000 On January 6, 2017, we closed on the acquisition of an FM translator construction permit in Mohave Valley, Arizona for $ 20,000 Acquisitions Digital Media On March 15, 2017, we acquired the website prayers-for-special-help.com and related assets for $ 0.2 15,000 Acquisition Date Description Total Cost (Dollars in thousands) March 15, 2017 Prayers for Special Help (business acquisition) $ 245 March 14, 2017 FM Translator construction permit, Quartz Site, Arizona (asset purchase) 20 March 1, 2017 FM Translator construction permit, Roseburg, Oregon (asset purchase) 45 January 16, 2017 FM Translator, Astoria, Oregon (asset purchase) 33 January 1, 2017 FM Translator construction permit, Mohave Valley, Arizona (asset purchase) 20 $ 363 The operating results of our business acquisitions and asset purchases are included in our consolidated results of operations from their respective closing date or the date that we began operating them under an LMA or TBA. Under the acquisition method of accounting as specified in FASB ASC Topic 805, “ Business Combinations Estimates of the fair value include discounted estimated cash flows to be generated by the assets and their expected useful lives based on historical experience, market trends and any synergies believed to be achieved from the acquisition. Acquisitions may include contingent consideration, the fair value of which is estimated as of the acquisition date as the present value of the expected contingent payments as determined using weighted probabilities of the payment amounts. We may retain a third-party appraiser to estimate the fair value of the acquired net assets as of the acquisition date. As part of the valuation and appraisal process, the third-party appraiser prepares a report assigning estimated fair values to the various asset categories in our financial statements. These fair value estimates are subjective in nature and require careful consideration and judgment. Management reviews the third party reports for reasonableness of the assigned values. We believe that these valuations and analysis provide appropriate estimates of the fair value for 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 Condensed 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 costs associated with acquisitions of $24,000 during the three month period ended March 31, 2017 compared to $0.1 million during the same period of the prior year, which are included in unallocated corporate expenses in the accompanying Condensed Consolidated statements of operations. 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 16 - Fair Value Measurements. Description Total Consideration (Dollars in thousands) Cash payments made upon closing $ 343 Escrow deposits paid in prior years 20 Total purchase price consideration $ 363 Net Digital Media Assets Net Broadcast Assets Acquired Acquired Net Total Assets Acquired (Dollars in thousands) Assets Property and equipment $ $ 148 $ 148 Broadcast licenses 118 118 Goodwill 15 15 Domain and brand names 56 56 Customer lists and contracts 26 26 $ 118 $ 245 $ 363 Pending Transactions 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 Date APA Entered Permit or ID Authorized Site - Current Purchase Price Escrow Deposits Date Closed Market (Dollars in thousands) 7/25/2016 K283CA Festus, Missouri * 40 8 - St. Louis, Missouri 7/26/2016 K276FZ Eaglemount, Washington * 40 8 - Portland, Oregon * Indicates that the purchase is for an FM translator construction permit. Divestitures On January 3, 2017, Word Broadcasting began operating our Louisville radio stations (WFIA-AM; WFIA-FM; WGTK-AM) under a twenty-four month TBA. Due to operating results during the three months ending March 31, 2017 that did not meet management’s expectations, we decided to cease publishing Preaching Magazine |
CONTINGENT EARN-OUT CONSIDERATI
CONTINGENT EARN-OUT CONSIDERATION | 3 Months Ended |
Mar. 31, 2017 | |
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 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. Turner Investment Products We acquired Mike Turner’s line of investment products, including TurnerTrends.com and other domain names and related assets on September 13, 2016. We paid $ 0.4 0.1 66,000 We review the fair value of the contingent earn-out consideration quarterly over the earn-out period to compare actual subscriber revenues achieved and projected to the estimated subscriber revenues used in our forecasts. Any changes in the estimated fair value of the contingent earn-out consideration will be reflected in our results of operations in the period they are identified, up to the maximum future value outstanding under the contract of $ 0.1 51,000 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 of $ 0.3 75,000 4,000 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 was based upon 50% of the net subscriber revenues achieved over the two-year period from date of close with no minimum or maximum contractual amount due. Using a probability-weighted discounted cash flow model based on our revenue projections at the time of closing, we estimated the fair value of the contingent earn-out consideration to be $ 171,000 158,000 86,000 9,000 1,000 5,000 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 8.5 2.4 2.0 0.9 Three Months Ending March 31, 2017 Short-Term Long-Term Accrued Expenses Other Liabilities Total (Dollars in thousands) Beginning Balance as of January 1, 2017 $ 66 $ $ 66 Acquisitions Accretion of acquisition-related contingent earn-out consideration 2 2 Change in the estimated fair value of contingent earn-out consideration 1 1 Reclassification of payments due in next 12 months to short-term Payments (9) (9) Ending Balance as of March 31, 2017 $ 60 $ $ 60 Three Months Ending March 31, 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 3 7 10 Change in the estimated fair value of contingent earn-out consideration (74) (54) (128) Reclassification of payments due in next 12 months to short-term 522 (522) Payments (83) (83) Ending Balance as of March 31, 2016 $ 541 $ 33 $ 574 |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 6. INVENTORIES Inventories consist of finished goods that include books printed for sale by Regnery Publishing and wellness products for sale on our e-commerce sites. 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. As of December 31, 2016 As of March 31, 2017 (Dollars in thousands) Regnery Publishing book inventories $ 2,473 $ 1,911 Reserve for obsolescence Regnery Publishing (2,104) (1,399) Inventory, net - Regnery Publishing 369 512 Wellness products $ 423 $ 446 Reserve for obsolescence Wellness products (122) (117) Inventory, net - Wellness products 301 329 Consolidated inventories, net $ 670 $ 841 |
BROADCAST LICENSES
BROADCAST LICENSES | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
BROADCAST LICENSES | NOTE 7. BROADCAST LICENSES Broadcast Licenses Twelve Months Ending December 31, Three Months Ending March 31, (Dollars in thousands) Balance, beginning of period before cumulative loss on impairment $ 492,032 $ 494,058 Accumulated loss on impairment (99,001) (105,541) Balance, beginning of period after cumulative loss on impairment 393,031 388,517 Acquisitions of radio stations 74 Acquisitions of FM translators 1,645 118 Capital projects to improve broadcast signal and strength 307 28 Impairments based on estimated fair value of broadcast licenses (6,540) Balance, end of period before cumulative loss on impairment 494,058 494,204 Accumulated loss on impairment (105,541) (105,541) Balance, end of period after cumulative loss on impairment $ 388,517 $ 388,663 |
GOODWILL
GOODWILL | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | NOTE 8. GOODWILL Goodwill Twelve Months Ending December 31, Three Months Ending March 31, (Dollars in thousands) Balance, beginning of period before cumulative loss on impairment $ 26,560 $ 27,642 Accumulated loss on impairment (1,997) (2,029) Balance, beginning of period after cumulative loss on impairment 24,563 25,613 Acquisitions of radio stations Acquisitions of digital media entities 237 15 Acquisitions of publishing entities 845 Impairment charge during year (32) Balance, end of period before cumulative loss on impairment 27,642 27,657 Accumulated loss on impairment (2,029) (2,029) Ending period balance $ 25,613 $ 25,628 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 9. PROPERTY AND EQUIPMENT As of December 31, 2016 As of March 31, 2017 (Dollars in thousands) Land $ 32,402 $ 32,405 Buildings 29,070 28,865 Office furnishings and equipment 37,386 38,471 Office furnishings and equipment under capital lease obligations 228 228 Antennae, towers and transmitting equipment 84,144 84,279 Antennae, towers and transmitting equipment under capital lease obligations 795 795 Studio, production and mobile equipment 28,668 29,917 Computer software and website development costs 20,042 21,359 Record and tape libraries 27 27 Automobiles 1,373 1,375 Leasehold improvements 14,696 18,419 Construction-in-progress 9,983 5,333 $ 258,814 $ 261,473 Less accumulated depreciation (156,024) (158,915) $ 102,790 $ 102,558 Depreciation expense was approximately $ 3.0 13,000 0.8 530,000 517,000 |
AMORTIZABLE INTANGIBLE ASSETS
AMORTIZABLE INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2017 | |
Intangible Assets Disclosure [Abstract] | |
AMORTIZABLE INTANGIBLE ASSETS | NOTE 10. AMORTIZABLE INTANGIBLE ASSETS As of March 31, 2017 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 22,577 $ (20,240) $ 2,337 Domain and brand names 19,517 (13,120) 6,397 Favorable and assigned leases 2,379 (1,990) 389 Subscriber base and lists 6,481 (3,996) 2,485 Author relationships 2,771 (1,954) 817 Non-compete agreements 2,018 (1,095) 923 Other amortizable intangible assets 1,333 (1,333) $ 57,076 $ (43,728) $ 13,348 As of December 31, 2016 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 22,599 $ (20,070) $ 2,529 Domain and brand names 19,821 (12,970) 6,851 Favorable and assigned leases 2,379 (1,972) 407 Subscriber base and lists 7,972 (5,304) 2,668 Author relationships 2,771 (1,824) 947 Non-compete agreements 2,018 (1,012) 1,006 Other amortizable intangible assets 1,336 (1,336) $ 58,896 $ (44,488) $ 14,408 1.1 Year Ended December 31, Amortization Expense (Dollars in thousands) 2017 (April Dec) $ 3,227 2018 3,933 2019 3,364 2020 2,072 2021 520 Thereafter 232 Total $ 13,348 |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE AND LONG-TERM DEBT | NOTE 11. 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 a term loan of $ 300.0 25.0 298.5 48,000 52,000 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) February 28, 2017 $ 3,000 $ 6 January 30, 2017 2,000 5 December 30, 2016 5,000 12 November 30, 2016 1,000 3 September 30, 2016 1,500 4 September 30, 2016 750 June 30, 2016 441 1 June 30, 2016 750 March 31, 2016 750 March 17, 2016 809 2 Debt issue costs are being amortized to non-cash interest expense over the life of the Term Loan B using the effective interest method. During the three month period ending March 31, 2017 and 2016, approximately $ 132,000 142,000 Debt issue costs associated with the Revolver are recorded 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 18 The Revolver has a term of five years, maturing in March 2018. We report outstanding balances on the Revolver as short-term regardless of the maturity date 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 the 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 4.88 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. 4.98 to 1 5.75 3.58 2.50 Summary of long-term debt obligations December 31, 2016 March 31, 2017 (Dollars in thousands) Term Loan B principal amount $ 263,000 $ 258,000 Less unamortized discount and debt issuance costs based on an imputed interest rate of 4.78% (2,371) (2,149) Term Loan B net carrying value 260,629 255,851 Revolver 477 1,228 Capital leases and other loans 568 535 261,674 257,614 Less current portion (590) (2,095) $ 261,084 $ 255,519 In addition to the outstanding amounts listed above, we also have interest payments related to our long-term debt as follows as of March 31, 2017: ⋅ Outstanding borrowings of $ 258.0 3.50 2.50 ⋅ Outstanding borrowings of $ 1.2 2.75 1.75 ⋅ Commitment fees of 0.375 ⋅ Quarterly interest payments on $ 150.0 0.625 1.645 Other Debt We have several capital leases related to office equipment. The obligation recorded at December 31, 2016 and March 31, 2017 represents the present value of future commitments under the capital lease agreements. Maturities of Long-Term Debt and Capital Lease Obligations Amount For the Twelve Months Ended March 31, (Dollars in 2018 $ 2,095 2019 3,101 2020 252,205 2021 110 2022 103 Thereafter $ 257,614 |
STOCK INCENTIVE PLAN
STOCK INCENTIVE PLAN | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK INCENTIVE PLAN | NOTE 12. STOCK INCENTIVE PLAN Our Amended and Restated 1999 Stock Incentive Plan (the “Plan”) provides for grants of equity-based awards to employees, non-employee directors and officers, and advisors of the company (“Eligible Persons”). The Plan is designed to promote the interests of the company using equity investment interests to attract, motivate, and retain individuals. A maximum of 5,000,000 Under the Plan, the Board, or a committee appointed by the Board, may impose restrictions on the exercise of awards during pre-defined blackout periods. Insiders may participate in plans established pursuant to Rule 10b5-1 under the Exchange Act that allow them to exercise awards subject to pre-established criteria. We recognize non-cash stock-based compensation expense based on the estimated fair value of awards in accordance with FASB ASC Topic 718 “ CompensationStock Compensation Improvements to Employee Share-Based Payment Accounting” Three Months Ended March 31, 2016 2017 (Dollars in thousands) Stock option compensation expense included in corporate expenses $ 121 $ 71 Restricted stock shares compensation expense included in corporate expenses 24 875 Stock option compensation expense included in broadcast operating expenses 28 28 Restricted stock shares compensation expense included in broadcast operating expenses - 224 Stock option compensation expense included in digital media operating expenses 25 14 Restricted stock shares compensation expense included in digital media operating expenses - 124 Stock option compensation expense included in publishing operating expenses 1 9 Restricted stock shares compensation expense included in publishing operating expenses - 36 Total stock-based compensation expense, pre-tax $ 199 $ 1,381 Tax benefit (expense) for stock-based compensation expense (80) (552) Total stock-based compensation expense, net of tax $ 119 $ 829 Stock Option and Restricted Stock Grants Eligible employees may receive stock option awards annually with the number of shares and type of instrument generally determined by the employee’s salary grade and performance level. Incentive and non-qualified stock option awards allow the recipient to purchase shares of our common stock at a set price, not to be less than the closing market price on the date of award, for no consideration payable by the recipient. The related number of shares underlying the stock option is fixed at the time of the grant. Options generally vest over a four-year period with a maximum term of five years from the vesting date. In addition, certain management and professional level employees may receive stock option awards upon the commencement of employment. The Plan also allows for awards of restricted stock, which are granted periodically to non-employee directors of the company. Awards granted to non-employee directors are made in exchange for their services to the company as directors and therefore, the guidance in FASB ASC Topic 505-50 “ Equity Based Payments to Non Employees The fair value of each award is estimated as of the date of the grant using the Black-Scholes valuation model. The expected volatility reflects the consideration of the historical volatility of our common stock as determined by the closing price over a six to ten year term commensurate with the expected term of the award. Expected dividends reflect the amount of 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 have used historical data to estimate future forfeiture rates to apply against the gross amount of compensation expense determined using the valuation model. These estimates have approximated our actual forfeiture rates. There were no stock options granted during the three month period ending March 31, 2017. Three Months 2016 2017 Expected volatility 47.03% Expected dividends 5.36% Expected term (in years) 7.5 Risk-free interest rate 1.66% Options Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Aggregate Intrinsic Value (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value) Outstanding at January 1, 2017 1,720,000 $ 5.12 $ 2.89 4.5 years $ 2,428 Granted Exercised (12,250) 4.75 2.96 Forfeited or expired (117,250) 5.89 3.06 Outstanding at March 31, 2017 1,590,500 $ 5.07 $ 2.87 4.3 years $ 3,809 Exercisable at March 31, 2017 1,083,497 $ 5.40 $ 3.54 3.4 years $ 2,234 Expected to Vest 481,399 $ 5.07 $ 2.89 4.3 years $ 1,528 The aggregate intrinsic value represents the difference between the company’s closing stock price on March 31, 2017 of $ 7.45 0.9 1.1 During the three month period ending March 31, 2017 a restricted stock award was granted to certain members of management that vested immediately. The fair value of each restricted stock award was measured based on the grant date market price of our common shares and expensed as of the vesting date. These restricted stock awards contain transfer restrictions under which they cannot be sold, pledged, transferred or assigned until three months from vesting date. Recipients of these restricted stock awards are entitled to all the rights of absolute ownership of the restricted stock from the date of grant including the right to vote the shares and to receive dividends. Restricted Stock Awards Shares Weighted Average Grant Date Fair Weighted Average Remaining Aggregate Intrinsic Value (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value) Outstanding at January 1, 2017 $ $ Granted 178,592 7.05 0.2 years 1,331 Lapsed Forfeited Outstanding at March 31, 2017 178,592 $ 7.05 0.2 years $ 1,331 As of March 31, 2017, there was $ 0.3 1.9 |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
EQUITY TRANSACTIONS | NOTE 13. EQUITY TRANSACTIONS We account for stock-based compensation expense in accordance with FASB ASC Topic 718, “ Compensation-Stock Compensation 1.4 0.2 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 and legal 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 Adjusted EBITDA less cash paid for capital expenditures, less cash paid for income taxes, and less cash paid for interest. Adjusted EBITDA is a non-GAAP financial measure defined in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations included with this quarterly report on Form 10-Q. Announcement Date Payment Date Amount Per Share Cash Distributed March 9, 2017 March 30, 2017 $ 0.0650 $ 1,691 December 7, 2016 December 31, 2016 $ 0.0650 $ 1,678 September 9, 2016 September 30, 2016 $ 0.0650 $ 1,679 June 2, 2016 June 30, 2016 $ 0.0650 $ 1,664 March 10, 2016 April 5, 2016 $ 0.0650 $ 1,657 Based on the number of shares of Class A and Class B currently outstanding, we expect to pay total annual distributions of approximately $ 6.8 |
BASIC AND DILUTED NET EARNINGS
BASIC AND DILUTED NET EARNINGS PER SHARE | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | NOTE 14. 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. Restricted stock awards that vested immediately during the three months ending March 31, 2017, are included in the weighted average number of common shares used to compute basic earnings per share because these restricted stock awards contain dividend participation and voting rights. 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 1,590,500 2,061,996 389,125 317,724 |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure | NOTE 15. 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 0.2 As of As of (Dollars in thousands) Fair value of interest rate swap $ 514 $ 157 |
FAIR VALUE MEASURMENTS
FAIR VALUE MEASURMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASURMENTS AND DISCLOSURES | NOTE 16. FAIR VALUE MEASUREMENTS FASB ASC Topic 820 “ Fair Value Measurements and Disclosures, • Level 1 Inputs • Level 2 Inputs • Level 3 Inputs As of March 31, 2017, 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. We have certain assets that are measured at fair value on a non-recurring basis that are adjusted to fair value only when the carrying values exceed the fair values. The categorization of the framework used to price the assets is considered Level 3 due to the subjective nature of the unobservable inputs used when estimating the fair value. March 31, 2017 Fair Value Measurement Category Total Fair Value and Carrying Level 1 Level 2 Level 3 (Dollars in thousands) Assets Estimated fair value of other indefinite-lived intangible assets 313 313 Liabilities: Estimated fair value of contingent earn-out consideration included in accrued expenses 60 60 Long-term debt and capital lease obligations less unamortized discount and debt issuance costs 257,614 257,614 Fair value of interest rate swap 157 157 |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 17. INCOME TAXES We recognize deferred tax assets and liabilities for future tax consequences attributable to differences between our consolidated financial statement carrying amount of assets and liabilities and their respective tax bases. We measure these deferred tax assets and liabilities using enacted tax rates expected to apply in the years in which these temporary differences are expected to reverse. We recognize the effect on deferred tax assets and liabilities resulting from a change in tax rates in income in the period that includes the date of the change. We recorded no adjustments to our unrecognized tax benefits as of March 31, 2017 and 2016. We prospectively adopted ASU 2015-17, “ Income Taxes, Balance Sheet Classification of Deferred Taxes” We adopted ASU 2016-09, “ Improvements to Employee Share-Based Payment Accounting.” At December 31, 2016, we had net operating loss carryforwards for federal income tax purposes of approximately $ 150.7 2020 2034 2017 2036 4.5 4.2 0.3 The amortization of our indefinite-lived intangible assets for tax purposes but not for book purposes creates deferred tax liabilities. A reversal of deferred tax liabilities may occur when indefinite-lived intangibles: (1) become impaired; or (2) are sold, which would typically only occur in connection with the sale of the assets of a station or groups of stations or the entire company in a taxable transaction. Due to the amortization for tax purposes and not book purposes of our indefinite-lived intangible assets, we expect to continue to generate deferred tax liabilities in future periods exclusive of any impairment losses in future periods. These deferred tax liabilities and net operating loss carryforwards result in differences between our provision for income tax and cash paid for taxes. Valuation Allowance (Deferred Taxes) For financial reporting purposes, we recorded a valuation allowance of $ 4.5 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 18. 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. We filed an appeal against the award as well as a malpractice lawsuit against the lawyer that represented Salem in the collection lawsuit. A legal reserve of $ 0.5 0.3 . |
SEGMENT DATA
SEGMENT DATA | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | NOTE 19. SEGMENT DATA FASB ASC Topic 280, “ Segment Reporting ” During the third quarter of 2016, we reclassed Salem Consumer Products, our e-commerce business that sells books, DVD’s and editorial content developed by our on-air personalities, from our Digital Media segment to our Broadcast segment. With this reclassification, all revenue and expenses generated by on-air hosts, including broadcast programs and e-commerce product sales are consolidated to assess the financial performance of each network program. Our operating segments reflect how our We measure and evaluate our operating segments based on operating income and operating expenses that do not include allocations of costs related to corporate functions, such as accounting and finance, human resources, legal, tax and treasury; nor do they include costs such as amortization, depreciation, taxes or interest expense. Changes to our operating segments did not impact the reporting units used to test non-amortizable assets for impairment. All prior periods presented are updated to reflect the new composition of our operating segments. Segment performance, as defined by Salem, is not necessarily comparable to other similarly titled captions of other companies. composition of our operating s Broadcast Digital Media Publishing Unallocated Corporate Consolidated (Dollars in thousands) Three Months Ended March 31, 2017 Net revenue $ 47,804 $ 10,686 $ 6,490 $ $ 64,980 Operating expenses 35,836 8,702 6,351 5,125 56,014 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments and (gain) loss on disposal of assets $ 11,968 $ 1,984 $ 139 $ (5,125) $ 8,966 Depreciation 1,819 777 194 190 2,980 Amortization 17 818 307 1,142 Change in the estimated fair value of contingent earn-out consideration 1 1 Impairment of indefinite-lived long-term assets 19 19 (Gain) loss on disposal of assets (2) 7 5 Net operating income (loss) $ 10,134 $ 388 $ (388) $ (5,315) $ 4,819 Three Months Ended March 31, 2016 Net revenue $ 48,745 $ 11,010 $ 4,820 $ $ 64,575 Operating expenses 36,150 9,024 4,948 4,213 54,335 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets $ 12,595 $ 1,986 $ (128) $ (4,213) $ 10,240 Depreciation 1,862 767 150 212 2,992 Amortization 23 1,049 72 1,143 Change in the estimated fair value of contingent earn-out consideration (70) (58) (128) (Gain) loss on disposal of assets 179 (14) (18) 3 150 Net operating income (loss) $ 10,531 $ 254 $ (274) $ (4,428) $ 6,083 Broadcast Digital Media Publishing Unallocated Corporate Consolidated (Dollars in thousands) As of March 31, 2017 Inventories, net $ $ 329 $ 512 $ $ 841 Property and equipment, net 86,350 6,595 1,537 8,076 102,558 Broadcast licenses 388,663 388,663 Goodwill 3,581 20,151 1,888 8 25,628 Other indefinite-lived intangible assets 313 313 Amortizable intangible assets, net 389 9,192 3,761 6 13,348 As of December 31, 2016 Inventories, net $ $ 300 $ 370 $ $ 670 Property and equipment, net 86,976 6,634 1,779 7,401 102,790 Broadcast licenses 388,517 388,517 Goodwill 3,581 20,136 1,888 8 25,613 Other indefinite-lived intangible assets 332 332 Amortizable intangible assets, net 407 9,927 4,069 5 14,408 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 20. SUBSEQUENT EVENTS Subsequent events reflect all applicable transactions through the date of the filing. |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Description of Business | Salem is a domestic multimedia company specializing in Christian and conservative content, with media properties comprising radio broadcasting, digital media, and publishing. Effective February 19, 2015, we changed our name from Salem Communications Corporation to Salem Media Group, Inc. Salem was formed in 1986 as a California corporation and was reincorporated in Delaware in 1999. Our content is intended for audiences interested in Christian and family-themed programming and conservative news talk. We maintain a website at www.salemmedia.com. We have three operating segments, (1) Broadcast, (2) Digital Media, and (3) Publishing, which are discussed in Note 19 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”), Today’s Christian Music (“TCM”), Singing News Network (formerly Solid Gospel Network) and Salem Media Representatives TM Our digital media based businesses provide Christian, conservative, investing and health-themed content, e-commerce, audio and video streaming, and other resources digitally through the web. Salem Web Network (“SWN”) websites include Christian content websites: OnePlace.com, Christianity.com, Crosswalk.com®, GodVine.com, GodTube.com, CrossCards.com, LightSource.com, Jesus.org, BibleStudyTools.com, iBelieve.com, CCMmagazine.com and ChristianHeadlines.com, Our conservative opinion websites, collectively known as Townhall Media, include Townhall.com, HotAir.com, Twitchy.com, HumanEvents.com, RedState.com, and BearingArms.com. We also publish digital newsletters through Eagle Financial Publications, which provide market analysis and non-individualized investment strategies from financial commentators on a subscription basis. Our church e-commerce websites, including WorshipHouseMedia.com, SermonSpice.com, SermonSearch.com, ChurchStaffing.com, and ChristianJobs.com, offer a variety of digital resources including videos, song tracks, sermon archives and job listings to pastors and Church leaders. E-commerce also includes Eagle Wellness, which is a seller of nutritional supplements. Our web content is accessible through all of our radio station websites that feature content of interest to local audiences throughout the United States. Our publishing operating segment is comprised of three businesses: (1) 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; (2) Salem Author Services, our self-publishing services for authors through Xulon Press and Mill City Press; and (3) Salem Publishing which produces and distributes print magazines. |
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 believe that the requirements of FASB ASC Topic 810 do not apply to these entities because the lease arrangements do not contain explicit guarantees of the residual value of the real estate, do not contain purchase options or similar provisions and the leases are at terms that do not vary materially from leases that would have been available with unaffiliated parties. Additionally, we do not have an equity interest in the entities controlled by our principal stockholders or other related parties and we do not guarantee debt of the entities controlled by our principal stockholders or other related parties. We also 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 March 31, 2017, 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 reclassification of Salem Consumer Products (“SCP”) from our digital media segment to our broadcast segment. SCP sells books, DVD’s and editorial content developed by our on-air personalities. The reclassification was made to include revenue from all sources, including SCP, to assess the overall performance of each network program. Refer to Note 19 Segment Data for an explanation of this reclassification. |
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 March 2017, the FASB issued ASU 2017-08, “ Receivables Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium on Purchased Callable Debt Securities We do not expect on our In February 2017, the FASB issued ASU 2017-05, “Other Income Gains and Losses from the Derecognition of Nonfinancial Assets (Topic 610-20) We have not yet on our In January 2017, the FASB issued ASU 2017-04, “ Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment We have not yet on our In January 2017, the FASB issued ASU 2017-01, “ Business Combinations Clarifying the Definition of a Business In November 2016, the FASB issued ASU 2016-18, “ Statements of Cash Flows (Topic 230): Restricted Cash In October 2016, the FASB issued ASU 2016-16 “ Intra-Entity Transfers of Assets Other Than Inventory This ASU requires entities to immediately recognize the tax consequences on intercompany asset transfers (excluding inventory) at the transaction date, rather than deferring the tax consequences under current GAAP. The guidance is effective for fiscal years beginning after December 15, 2018, and interim reports within those fiscal years, with early adoption permitted only as of the first quarter of a fiscal year. In August 2016, the FASB issued ASU 2016-15, “ Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments,” In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses,” 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 May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers (Topic 606),” |
ACQUISITIONS AND RECENT TRANS28
ACQUISITIONS AND RECENT TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Summary of Business Acquisitions and Asset Purchased | A summary of our business acquisitions and asset purchases during the three month period ended March 31, 2017, 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) March 15, 2017 Prayers for Special Help (business acquisition) $ 245 March 14, 2017 FM Translator construction permit, Quartz Site, Arizona (asset purchase) 20 March 1, 2017 FM Translator construction permit, Roseburg, Oregon (asset purchase) 45 January 16, 2017 FM Translator, Astoria, Oregon (asset purchase) 33 January 1, 2017 FM Translator construction permit, Mohave Valley, Arizona (asset purchase) 20 $ 363 |
Summary of Total Acquisition Consideration | The following table summarizes the total acquisition consideration for the three month period ended March 31, 2017: Description Total Consideration (Dollars in thousands) Cash payments made upon closing $ 343 Escrow deposits paid in prior years 20 Total purchase price consideration $ 363 |
Total Acquisition Consideration Allocated | The fair value of the net assets acquired was allocated as follows: Net Digital Media Assets Net Broadcast Assets Acquired Acquired Net Total Assets Acquired (Dollars in thousands) Assets Property and equipment $ $ 148 $ 148 Broadcast licenses 118 118 Goodwill 15 15 Domain and brand names 56 56 Customer lists and contracts 26 26 $ 118 $ 245 $ 363 |
Business Combination, Separately Recognized Transactions | FM translators or FM translator construction permits purchase agreements pending as of period ending March 31, 2017 include the following: Date APA Entered Permit or ID Authorized Site - Current Purchase Price Escrow Deposits Date Closed Market (Dollars in thousands) 7/25/2016 K283CA Festus, Missouri * 40 8 - St. Louis, Missouri 7/26/2016 K276FZ Eaglemount, Washington * 40 8 - Portland, Oregon * Indicates that the purchase is for an FM translator construction permit. Divestitures On January 3, 2017, Word Broadcasting began operating our Louisville radio stations (WFIA-AM; WFIA-FM; WGTK-AM) under a twenty-four month TBA. Due to operating results during the three months ending March 31, 2017 that did not meet management’s expectations, we decided to cease publishing Preaching Magazine |
CONTINGENT EARN-OUT CONSIDERA29
CONTINGENT EARN-OUT CONSIDERATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combination, Contingent Consideration, Liability [Abstract] | |
Schedule of changes in present value of acquisition related contingent earn-out consideration | The following table reflects the changes in the present value of our acquisition-related estimated contingent earn-out consideration during the three month period ended March 31, 2017 and 2016: Three Months Ending March 31, 2017 Short-Term Long-Term Accrued Expenses Other Liabilities Total (Dollars in thousands) Beginning Balance as of January 1, 2017 $ 66 $ $ 66 Acquisitions Accretion of acquisition-related contingent earn-out consideration 2 2 Change in the estimated fair value of contingent earn-out consideration 1 1 Reclassification of payments due in next 12 months to short-term Payments (9) (9) Ending Balance as of March 31, 2017 $ 60 $ $ 60 Three Months Ending March 31, 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 3 7 10 Change in the estimated fair value of contingent earn-out consideration (74) (54) (128) Reclassification of payments due in next 12 months to short-term 522 (522) Payments (83) (83) Ending Balance as of March 31, 2016 $ 541 $ 33 $ 574 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory on hand by segment | As of December 31, 2016 As of March 31, 2017 (Dollars in thousands) Regnery Publishing book inventories $ 2,473 $ 1,911 Reserve for obsolescence Regnery Publishing (2,104) (1,399) Inventory, net - Regnery Publishing 369 512 Wellness products $ 423 $ 446 Reserve for obsolescence Wellness products (122) (117) Inventory, net - Wellness products 301 329 Consolidated inventories, net $ 670 $ 841 |
BROADCAST LICENSES (Tables)
BROADCAST LICENSES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in broadcasting licenses | The following table presents the changes in broadcasting licenses that include acquisitions of radio stations and FM translators as discussed in Note 4 of our Condensed Consolidated financial statements. Broadcast Licenses Twelve Months Ending December 31, Three Months Ending March 31, (Dollars in thousands) Balance, beginning of period before cumulative loss on impairment $ 492,032 $ 494,058 Accumulated loss on impairment (99,001) (105,541) Balance, beginning of period after cumulative loss on impairment 393,031 388,517 Acquisitions of radio stations 74 Acquisitions of FM translators 1,645 118 Capital projects to improve broadcast signal and strength 307 28 Impairments based on estimated fair value of broadcast licenses (6,540) Balance, end of period before cumulative loss on impairment 494,058 494,204 Accumulated loss on impairment (105,541) (105,541) Balance, end of period after cumulative loss on impairment $ 388,517 $ 388,663 |
GOODWILL (Tables)
GOODWILL (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill | The following table presents the changes in goodwill including acquisitions of multiple radio stations, digital entities and Mill City Press Media within our publishing segment. Goodwill Twelve Months Ending December 31, Three Months Ending March 31, (Dollars in thousands) Balance, beginning of period before cumulative loss on impairment $ 26,560 $ 27,642 Accumulated loss on impairment (1,997) (2,029) Balance, beginning of period after cumulative loss on impairment 24,563 25,613 Acquisitions of radio stations Acquisitions of digital media entities 237 15 Acquisitions of publishing entities 845 Impairment charge during year (32) Balance, end of period before cumulative loss on impairment 27,642 27,657 Accumulated loss on impairment (2,029) (2,029) Ending period balance $ 25,613 $ 25,628 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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: As of December 31, 2016 As of March 31, 2017 (Dollars in thousands) Land $ 32,402 $ 32,405 Buildings 29,070 28,865 Office furnishings and equipment 37,386 38,471 Office furnishings and equipment under capital lease obligations 228 228 Antennae, towers and transmitting equipment 84,144 84,279 Antennae, towers and transmitting equipment under capital lease obligations 795 795 Studio, production and mobile equipment 28,668 29,917 Computer software and website development costs 20,042 21,359 Record and tape libraries 27 27 Automobiles 1,373 1,375 Leasehold improvements 14,696 18,419 Construction-in-progress 9,983 5,333 $ 258,814 $ 261,473 Less accumulated depreciation (156,024) (158,915) $ 102,790 $ 102,558 |
AMORTIZABLE INTANGIBLE ASSETS (
AMORTIZABLE INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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: As of March 31, 2017 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 22,577 $ (20,240) $ 2,337 Domain and brand names 19,517 (13,120) 6,397 Favorable and assigned leases 2,379 (1,990) 389 Subscriber base and lists 6,481 (3,996) 2,485 Author relationships 2,771 (1,954) 817 Non-compete agreements 2,018 (1,095) 923 Other amortizable intangible assets 1,333 (1,333) $ 57,076 $ (43,728) $ 13,348 As of December 31, 2016 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 22,599 $ (20,070) $ 2,529 Domain and brand names 19,821 (12,970) 6,851 Favorable and assigned leases 2,379 (1,972) 407 Subscriber base and lists 7,972 (5,304) 2,668 Author relationships 2,771 (1,824) 947 Non-compete agreements 2,018 (1,012) 1,006 Other amortizable intangible assets 1,336 (1,336) $ 58,896 $ (44,488) $ 14,408 |
Amortizable Intangible Assets, Estimate Amortization Expense | Amortization expense was approximately $ 1.1 Year Ended December 31, Amortization Expense (Dollars in thousands) 2017 (April Dec) $ 3,227 2018 3,933 2019 3,364 2020 2,072 2021 520 Thereafter 232 Total $ 13,348 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Long-Term Debt | Long-term debt consisted of the following: December 31, 2016 March 31, 2017 (Dollars in thousands) Term Loan B principal amount $ 263,000 $ 258,000 Less unamortized discount and debt issuance costs based on an imputed interest rate of 4.78% (2,371) (2,149) Term Loan B net carrying value 260,629 255,851 Revolver 477 1,228 Capital leases and other loans 568 535 261,674 257,614 Less current portion (590) (2,095) $ 261,084 $ 255,519 |
Principle Repayment Requirements Under Long Term Agreements Outstanding | Principal repayment requirements under all long-term debt agreements outstanding at March 31, 2017 for each of the next five years and thereafter are as follows: Amount For the Twelve Months Ended March 31, (Dollars in 2018 $ 2,095 2019 3,101 2020 252,205 2021 110 2022 103 Thereafter $ 257,614 |
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 the Term Loan B during the year ending December 31, 2016 and the three month period ending March 31, 2017, including interest through the payment date as follows: Date Principal Paid Unamortized Discount (Dollars in Thousands) February 28, 2017 $ 3,000 $ 6 January 30, 2017 2,000 5 December 30, 2016 5,000 12 November 30, 2016 1,000 3 September 30, 2016 1,500 4 September 30, 2016 750 June 30, 2016 441 1 June 30, 2016 750 March 31, 2016 750 March 17, 2016 809 2 |
STOCK INCENTIVE PLAN (Tables)
STOCK INCENTIVE PLAN (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock-Based Compensation Expense Recognized | The following table reflects the components of stock-based compensation expense recognized in the Condensed Consolidated Statements of Operations for the three months ended March 31, 2017 and 2016: Three Months Ended March 31, 2016 2017 (Dollars in thousands) Stock option compensation expense included in corporate expenses $ 121 $ 71 Restricted stock shares compensation expense included in corporate expenses 24 875 Stock option compensation expense included in broadcast operating expenses 28 28 Restricted stock shares compensation expense included in broadcast operating expenses - 224 Stock option compensation expense included in digital media operating expenses 25 14 Restricted stock shares compensation expense included in digital media operating expenses - 124 Stock option compensation expense included in publishing operating expenses 1 9 Restricted stock shares compensation expense included in publishing operating expenses - 36 Total stock-based compensation expense, pre-tax $ 199 $ 1,381 Tax benefit (expense) for stock-based compensation expense (80) (552) Total stock-based compensation expense, net of tax $ 119 $ 829 |
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 using the Black-Scholes valuation model were as follows for the three month period ending March 31, 2016: Three Months 2016 2017 Expected volatility 47.03% Expected dividends 5.36% Expected term (in years) 7.5 Risk-free interest rate 1.66% |
Schedule of Stock Option Activity | Activity with respect to the company’s option awards during the three month period ending March 31, 2017 is as follows: Options Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Aggregate Intrinsic Value (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value) Outstanding at January 1, 2017 1,720,000 $ 5.12 $ 2.89 4.5 years $ 2,428 Granted Exercised (12,250) 4.75 2.96 Forfeited or expired (117,250) 5.89 3.06 Outstanding at March 31, 2017 1,590,500 $ 5.07 $ 2.87 4.3 years $ 3,809 Exercisable at March 31, 2017 1,083,497 $ 5.40 $ 3.54 3.4 years $ 2,234 Expected to Vest 481,399 $ 5.07 $ 2.89 4.3 years $ 1,528 |
Schedule of Information Regarding Restricted Stock Activity | Activity with respect to the company’s restricted stock awards during the three month period ending March 31, 2017 is as follows: Restricted Stock Awards Shares Weighted Average Grant Date Fair Weighted Average Remaining Aggregate Intrinsic Value (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value) Outstanding at January 1, 2017 $ $ Granted 178,592 7.05 0.2 years 1,331 Lapsed Forfeited Outstanding at March 31, 2017 178,592 $ 7.05 0.2 years $ 1,331 |
EQUITY TRANSACTIONS (Tables)
EQUITY TRANSACTIONS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Schedule of Cash Distributions Declared and Paid | The following table shows distributions that have been declared and paid since January 1, 2016: Announcement Date Payment Date Amount Per Share Cash Distributed March 9, 2017 March 30, 2017 $ 0.0650 $ 1,691 December 7, 2016 December 31, 2016 $ 0.0650 $ 1,678 September 9, 2016 September 30, 2016 $ 0.0650 $ 1,679 June 2, 2016 June 30, 2016 $ 0.0650 $ 1,664 March 10, 2016 April 5, 2016 $ 0.0650 $ 1,657 |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | As of As of (Dollars in thousands) Fair value of interest rate swap $ 514 $ 157 |
FAIR VALUE MEASURMENTS (Tables)
FAIR VALUE MEASURMENTS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities Measured at Fair Value | The following table summarizes the fair value of our financial assets and liabilities that are measured at fair value: March 31, 2017 Fair Value Measurement Category Total Fair Value and Carrying Level 1 Level 2 Level 3 (Dollars in thousands) Assets Estimated fair value of other indefinite-lived intangible assets 313 313 Liabilities: Estimated fair value of contingent earn-out consideration included in accrued expenses 60 60 Long-term debt and capital lease obligations less unamortized discount and debt issuance costs 257,614 257,614 Fair value of interest rate swap 157 157 |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Data | The table below presents financial information for each operating segment as of March 31, 2017 and 2016 based on the new composition of our operating s Broadcast Digital Media Publishing Unallocated Corporate Consolidated (Dollars in thousands) Three Months Ended March 31, 2017 Net revenue $ 47,804 $ 10,686 $ 6,490 $ $ 64,980 Operating expenses 35,836 8,702 6,351 5,125 56,014 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments and (gain) loss on disposal of assets $ 11,968 $ 1,984 $ 139 $ (5,125) $ 8,966 Depreciation 1,819 777 194 190 2,980 Amortization 17 818 307 1,142 Change in the estimated fair value of contingent earn-out consideration 1 1 Impairment of indefinite-lived long-term assets 19 19 (Gain) loss on disposal of assets (2) 7 5 Net operating income (loss) $ 10,134 $ 388 $ (388) $ (5,315) $ 4,819 Three Months Ended March 31, 2016 Net revenue $ 48,745 $ 11,010 $ 4,820 $ $ 64,575 Operating expenses 36,150 9,024 4,948 4,213 54,335 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets $ 12,595 $ 1,986 $ (128) $ (4,213) $ 10,240 Depreciation 1,862 767 150 212 2,992 Amortization 23 1,049 72 1,143 Change in the estimated fair value of contingent earn-out consideration (70) (58) (128) (Gain) loss on disposal of assets 179 (14) (18) 3 150 Net operating income (loss) $ 10,531 $ 254 $ (274) $ (4,428) $ 6,083 Broadcast Digital Media Publishing Unallocated Corporate Consolidated (Dollars in thousands) As of March 31, 2017 Inventories, net $ $ 329 $ 512 $ $ 841 Property and equipment, net 86,350 6,595 1,537 8,076 102,558 Broadcast licenses 388,663 388,663 Goodwill 3,581 20,151 1,888 8 25,628 Other indefinite-lived intangible assets 313 313 Amortizable intangible assets, net 389 9,192 3,761 6 13,348 As of December 31, 2016 Inventories, net $ $ 300 $ 370 $ $ 670 Property and equipment, net 86,976 6,634 1,779 7,401 102,790 Broadcast licenses 388,517 388,517 Goodwill 3,581 20,136 1,888 8 25,613 Other indefinite-lived intangible assets 332 332 Amortizable intangible assets, net 407 9,927 4,069 5 14,408 |
IMPAIRMENT OF GOODWILL AND OT41
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS (Details Textual) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Goodwill And Other Intangible Assets [Line Items] | |
Percentage Of Intangible Assets | 72.00% |
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% |
Media Content [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Impairment of Intangible Assets, Finite-lived | $ 19 |
IMPAIRMENT OF LONG-LIVED ASSE42
IMPAIRMENT OF LONG-LIVED ASSETS (Details Textual) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Impairment Of Long Lived Assets [Line Items] | |
Proceeds from Sale of Intangible Assets | $ 1.9 |
ACQUISITIONS AND RECENT TRANS43
ACQUISITIONS AND RECENT TRANSACTIONS (Details) - USD ($) | Mar. 14, 2017 | Mar. 01, 2017 | Jan. 06, 2017 | Jan. 16, 2017 | Mar. 31, 2017 |
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred, Total | $ 363,000 | ||||
Prayers for Special Help (business acquisition) [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred, Total | $ 245,000 | ||||
Business Acquisition, Effective Date of Acquisition | Mar. 15, 2017 | ||||
FM Translator construction permit, Quartz Site, Arizona (asset purchase) [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred, Total | $ 20,000 | $ 20,000 | |||
Business Acquisition, Effective Date of Acquisition | Mar. 14, 2017 | ||||
FM Translator construction permit, Roseburg, Oregon (asset purchase) [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred, Total | $ 45,000 | $ 45,000 | |||
Business Acquisition, Effective Date of Acquisition | Mar. 1, 2017 | ||||
FM Translator, Astoria, Oregon (asset purchase) [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred, Total | $ 33,000 | $ 33,000 | |||
Business Acquisition, Effective Date of Acquisition | Jan. 16, 2017 | ||||
FM Translator construction permit, Mohave Valley, Arizona (asset purchase) [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Consideration Transferred, Total | $ 20,000 | $ 20,000 | |||
Business Acquisition, Effective Date of Acquisition | Jan. 1, 2017 |
ACQUISITIONS AND RECENT TRANS44
ACQUISITIONS AND RECENT TRANSACTIONS (Details 1) $ in Thousands | Mar. 31, 2017USD ($) |
Business Acquisition [Line Items] | |
Cash payments made upon closing | $ 343 |
Escrow deposits paid in prior years | 20 |
Total purchase price consideration | $ 363 |
ACQUISITIONS AND RECENT TRANS45
ACQUISITIONS AND RECENT TRANSACTIONS (Details 2) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | |||
Property and equipment | $ 148 | ||
Broadcast licenses | 118 | ||
Goodwill | 25,628 | $ 25,613 | $ 24,563 |
Domain and brand names | 56 | ||
Customer lists and contracts | 26 | ||
Total purchase price consideration | 363 | ||
Broadcast [Member] | |||
Assets | |||
Property and equipment | 0 | ||
Broadcast licenses | 118 | ||
Goodwill | 0 | ||
Domain and brand names | 0 | ||
Customer lists and contracts | 0 | ||
Total purchase price consideration | 118 | ||
Digital Media [Member] | |||
Assets | |||
Property and equipment | 148 | ||
Broadcast licenses | 0 | ||
Goodwill | 15 | ||
Domain and brand names | 56 | ||
Customer lists and contracts | 26 | ||
Total purchase price consideration | $ 245 |
ACQUISITIONS AND RECENT TRANS46
ACQUISITIONS AND RECENT TRANSACTIONS (Details 3) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017USD ($) | ||
Festus, Missouri [Member] | ||
Date APA Entered | Jul. 25, 2016 | |
Permit or ID | K283CA | |
Authorized Site - Current | Festus, Missouri | [1] |
Purchase Price | $ 40 | |
Escrow Deposits | $ 8 | |
Market | St. Louis, Missouri | |
Eaglemount, Washington [Member] | ||
Date APA Entered | Jul. 26, 2016 | |
Permit or ID | K276FZ | |
Authorized Site - Current | Eaglemount, Washington | [1] |
Purchase Price | $ 40 | |
Escrow Deposits | $ 8 | |
Market | Portland, Oregon | |
[1] | Indicates that the purchase is for an FM translator construction permit. |
ACQUISITIONS AND RECENT TRANS47
ACQUISITIONS AND RECENT TRANSACTIONS (Details Textual) - USD ($) | Mar. 14, 2017 | Mar. 01, 2017 | Jan. 06, 2017 | Mar. 31, 2017 | Feb. 28, 2017 | Jan. 30, 2017 | Jan. 16, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||
Gains (Losses) on Extinguishment of Debt, Total | $ (41,000) | $ (9,000) | |||||||
Amortization of Financing Costs | 149,000 | 160,000 | |||||||
Dividends Payable, Date Declared | Mar. 9, 2017 | ||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.0650 | ||||||||
Payments of Ordinary Dividends, Common Stock | $ 1,700,000 | 1,691,000 | $ 0 | ||||||
Dividends Payable, Date to be Paid | Mar. 30, 2017 | ||||||||
Dividends Payable, Date of Record | Mar. 20, 2017 | ||||||||
Business Combination, Consideration Transferred, Total | 363,000 | ||||||||
Term B Loan [Member] | |||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||
Payments for Loans | $ 3,000,000 | $ 2,000,000 | |||||||
Debt Instrument, Face Amount | 300,000,000 | ||||||||
Gains (Losses) on Extinguishment of Debt, Total | 6,200 | 4,500 | |||||||
Amortization of Financing Costs | $ 18,000 | $ 12,000 | |||||||
Time Brokerage Agreement [Member] | |||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | $ 1,200,000 | 1,200,000 | |||||||
FM Translator construction permit, Quartz Site, Arizona (asset purchase) [Member] | |||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||
Business Combination, Consideration Transferred, Total | $ 20,000 | 20,000 | |||||||
FM Translator construction permit, Roseburg, Oregon (asset purchase) [Member] | |||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||
Business Combination, Consideration Transferred, Total | $ 45,000 | 45,000 | |||||||
FM Translator, Astoria, Oregon (asset purchase) [Member] | |||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||
Business Combination, Consideration Transferred, Total | $ 33,000 | 33,000 | |||||||
FM Translator construction permit, Mohave Valley, Arizona (asset purchase) [Member] | |||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||
Business Combination, Consideration Transferred, Total | $ 20,000 | 20,000 | |||||||
Prayers-For-Special-Help.com [Member] | |||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities, Total | 200,000 | 200,000 | |||||||
Business Acquisition Installments Payable | $ 15,000 | $ 15,000 |
CONTINGENT EARN-OUT CONSIDERA48
CONTINGENT EARN-OUT CONSIDERATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
Beginning Balance | $ 66 | $ 775 |
Acquisitions | 0 | 0 |
Accretion of acquisition-related contingent earn-out consideration | 2 | 10 |
Change in the estimated fair value of contingent earn-out consideration | 1 | (128) |
Reclassification of payments due in next 12 months to short-term | 0 | 0 |
Payments | (9) | (83) |
Ending Balance | 60 | 574 |
Short-Term Accrued Expenses [Member] | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Beginning Balance | 66 | 173 |
Acquisitions | 0 | 0 |
Accretion of acquisition-related contingent earn-out consideration | 2 | 3 |
Change in the estimated fair value of contingent earn-out consideration | 1 | (74) |
Reclassification of payments due in next 12 months to short-term | 0 | 522 |
Payments | (9) | (83) |
Ending Balance | 60 | 541 |
Long-Term Other Liabilities [Member] | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Beginning Balance | 0 | 602 |
Acquisitions | 0 | 0 |
Accretion of acquisition-related contingent earn-out consideration | 0 | 7 |
Change in the estimated fair value of contingent earn-out consideration | 0 | (54) |
Reclassification of payments due in next 12 months to short-term | 0 | (522) |
Payments | 0 | 0 |
Ending Balance | $ 0 | $ 33 |
CONTINGENT EARN-OUT CONSIDERA49
CONTINGENT EARN-OUT CONSIDERATION (Details Textual) - USD ($) | May 06, 2015 | Feb. 06, 2015 | Jan. 10, 2014 | Sep. 13, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2017 |
Business Acquisition, Contingent Consideration [Line Items] | |||||||
Business Combination, Contingent Consideration Arrangements Payment | $ (9,000) | $ (83,000) | |||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 1,000 | $ (128,000) | |||||
Bryan Perry Newsletters (business acquisition) [Member] | |||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||
Business Combination, Contingent Consideration Arrangements Payment | 9,000 | $ 86,000 | |||||
Business Combination Liabilities Arising From Contingencies Amount Recognized Discounted Present Value | $ 158,000 | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 1,000 | ||||||
Business Combination, Contingent Consideration, Liability | $ 171,000 | 5,000 | 5,000 | ||||
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 Payment | 900,000 | ||||||
Business Combination Liabilities Arising From Contingencies Amount Recognized Discounted Present Value | 2,000,000 | ||||||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | 8,500,000 | 8,500,000 | |||||
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 | ||||||
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 | 300,000 | 75,000 | |||||
Business Combination Liabilities Arising From Contingencies Amount Recognized Discounted Present Value | 142,000 | ||||||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | 165,000 | 4,000 | 4,000 | ||||
Business Acquisition Contingent Earn Out Consideration Payable | $ 300,000 | ||||||
Turner Investment Products [Member] | |||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 400,000 | ||||||
Business Combination, Contingent Consideration Arrangements Payment | 100,000 | ||||||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | 66,000 | $ 51,000 | $ 51,000 | ||||
Business Acquisition Contingent Earn Out Consideration Payable | $ 100,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Reserve for obsolescence | $ (1,516) | $ (2,226) |
Inventories, net | 841 | 670 |
Regnery Publishing [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | 1,911 | 2,473 |
Reserve for obsolescence | (1,399) | (2,104) |
Inventories, net | 512 | 369 |
Wellness Products [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | 446 | 423 |
Reserve for obsolescence | (117) | (122) |
Inventories, net | $ 329 | $ 301 |
BROADCAST LICENSES (Details)
BROADCAST LICENSES (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Balance, beginning of period before cumulative loss on impairment | $ 494,058 | $ 492,032 |
Accumulated loss on impairment | (105,541) | (99,001) |
Balance, beginning of period after cumulative loss on impairment | 388,517 | 393,031 |
Capital projects to improve broadcast signal and strength | 28 | 307 |
Impairments based on estimated fair value of broadcast licenses | 0 | (6,540) |
Balance, end of period before cumulative loss on impairment | 494,204 | 494,058 |
Accumulated loss on impairment | (105,541) | (105,541) |
Balance, end of period after cumulative loss on impairment | 388,663 | 388,517 |
Radio Stations [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Acquisitions | 0 | 74 |
FM Translators [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Acquisitions | $ 118 | $ 1,645 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Line Items] | ||
Balance, beginning of period before cumulative loss on impairment, | $ 27,642 | $ 26,560 |
Accumulated loss on impairment | (2,029) | (1,997) |
Balance, beginning of period after cumulative loss on impairment | 25,613 | 24,563 |
Impairment charge during year | 0 | (32) |
Balance, end of period before cumulative loss on impairment | 27,657 | 27,642 |
Accumulated loss on impairment | (2,029) | (2,029) |
Ending period balance | 25,628 | 25,613 |
Radio Stations [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 0 | 0 |
Digital Media Entities [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 15 | 237 |
Publishing Entities [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | $ 0 | $ 845 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment, Gross, Total | $ 261,473 | $ 258,814 |
Less accumulated depreciation | (158,915) | (156,024) |
Property, Plant and Equipment, Net, Total | 102,558 | 102,790 |
Land [Member] | ||
Property, Plant and Equipment, Gross, Total | 32,405 | 32,402 |
Building [Member] | ||
Property, Plant and Equipment, Gross, Total | 28,865 | 29,070 |
Office furnishings and equipment [Member] | ||
Property, Plant and Equipment, Gross, Total | 38,471 | 37,386 |
Office Furnishings And Equipment Under Capital Lease Obligations [Member] | ||
Property, Plant and Equipment, Gross, Total | 228 | 228 |
Antennae, towers and transmitting equipment [Member] | ||
Property, Plant and Equipment, Gross, Total | 84,279 | 84,144 |
Antennae Towers And Transmitting Equipment Under Capital Lease Obligations [Member] | ||
Property, Plant and Equipment, Gross, Total | 795 | 795 |
Studio, production and mobile equipment [Member] | ||
Property, Plant and Equipment, Gross, Total | 29,917 | 28,668 |
Computer Software [Member] | ||
Property, Plant and Equipment, Gross, Total | 21,359 | 20,042 |
Record and tape libraries [Member] | ||
Property, Plant and Equipment, Gross, Total | 27 | 27 |
Automobiles [Member] | ||
Property, Plant and Equipment, Gross, Total | 1,375 | 1,373 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Gross, Total | 18,419 | 14,696 |
Construction in Progress [Member] | ||
Property, Plant and Equipment, Gross, Total | $ 5,333 | $ 9,983 |
PROPERTY AND EQUIPMENT (Detai54
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Depreciation, Total | $ 3,000,000 | $ 3,000,000 | |
Capital Lease Obligations | 800,000 | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 158,915,000 | $ 156,024,000 | |
Capital Lease [Member] | |||
Depreciation, Total | 13,000 | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 530,000 | $ 517,000 |
AMORTIZABLE INTANGIBLE ASSETS55
AMORTIZABLE INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 57,076 | $ 58,896 |
Accumulated Amortization | (43,728) | (44,488) |
Net | 13,348 | 14,408 |
Customer lists and contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 22,577 | 22,599 |
Accumulated Amortization | (20,240) | (20,070) |
Net | 2,337 | 2,529 |
Domain and brand names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 19,517 | 19,821 |
Accumulated Amortization | (13,120) | (12,970) |
Net | 6,397 | 6,851 |
Favorable and assigned leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,379 | 2,379 |
Accumulated Amortization | (1,990) | (1,972) |
Net | 389 | 407 |
Subscriber base and lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 6,481 | 7,972 |
Accumulated Amortization | (3,996) | (5,304) |
Net | 2,485 | 2,668 |
Author Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,771 | 2,771 |
Accumulated Amortization | (1,954) | (1,824) |
Net | 817 | 947 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,018 | 2,018 |
Accumulated Amortization | (1,095) | (1,012) |
Net | 923 | 1,006 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,333 | 1,336 |
Accumulated Amortization | (1,333) | (1,336) |
Net | $ 0 | $ 0 |
AMORTIZABLE INTANGIBLE ASSETS56
AMORTIZABLE INTANGIBLE ASSETS (Details 1) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
2017 (April - Dec) | $ 3,227 | |
2,018 | 3,933 | |
2,019 | 3,364 | |
2,020 | 2,072 | |
2,021 | 520 | |
Thereafter | 232 | |
Total | $ 13,348 | $ 14,408 |
AMORTIZABLE INTANGIBLE ASSETS57
AMORTIZABLE INTANGIBLE ASSETS (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 1.1 | $ 1.1 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Thousands | 1 Months Ended | |||||||
Feb. 28, 2017 | Jan. 30, 2017 | Dec. 30, 2016 | Nov. 30, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Mar. 17, 2016 | |
Term Loan B Payment One [Member] | ||||||||
Principal Paid | $ 3,000 | $ 2,000 | $ 5,000 | $ 1,000 | $ 1,500 | $ 441 | $ 750 | $ 809 |
Unamortized Discount | $ 6 | $ 5 | $ 12 | $ 3 | 4 | 1 | $ 0 | $ 2 |
Term Loan B Payment Two [Member] | ||||||||
Principal Paid | 750 | 750 | ||||||
Unamortized Discount | $ 0 | $ 0 |
LONG-TERM DEBT (Details 1)
LONG-TERM DEBT (Details 1) | Mar. 31, 2017 |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 4.58% |
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% |
LONG-TERM DEBT (Details 2)
LONG-TERM DEBT (Details 2) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Long-term debt | $ 257,614 | $ 261,674 |
Less current portion | (2,095) | (590) |
Long-term Debt and Capital Lease Obligations, Total | 255,519 | 261,084 |
Term B Loan [Member] | ||
Long-term debt | 258,000 | 263,000 |
Less unamortized discount and debt issuance costs based on an imputed interest rate of 4.78% | (2,149) | (2,371) |
Term Loan B net carrying value | 255,851 | 260,629 |
Revolver [Member] | ||
Long-term debt | 1,228 | 477 |
Capital Lease Obligations And Other [Member] | ||
Long-term debt | $ 535 | $ 568 |
LONG-TERM DEBT (Details 2) (Par
LONG-TERM DEBT (Details 2) (Parenthetical) | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.58% | |
Term B Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.78% | 4.78% |
LONG-TERM DEBT (Details 3)
LONG-TERM DEBT (Details 3) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
2,018 | $ 2,095 | |
2,019 | 3,101 | |
2,020 | 252,205 | |
2,021 | 110 | |
2,022 | 103 | |
Thereafter | 0 | |
Long-term debt | $ 257,614 | $ 261,674 |
LONG-TERM DEBT (Details Textual
LONG-TERM DEBT (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Feb. 28, 2017 | Jan. 30, 2017 | Sep. 30, 2013 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Mar. 27, 2013 | Mar. 14, 2013 | |
Interest Expense, Debt | $ 132,000 | $ 142,000 | ||||||
Amortization of Financing Costs | $ 149,000 | 160,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.58% | |||||||
Interest Rate Swap [Member] | ||||||||
Derivative, Notional Amount | $ 150,000,000 | $ 150,000,000 | ||||||
Derivative, Floor Interest Rate | 0.625% | |||||||
Derivative, Fixed Interest Rate | 1.645% | |||||||
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 stepped down periodically and is now 5.75 to 1.0. 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 | 3.58% | |||||||
Leverage Ratio, Description | 4.98 to 1 | |||||||
Revolving Credit Facility [Member] | Maximum [Member] | ||||||||
Leverage Ratio | 5.75% | |||||||
Revolving Credit Facility [Member] | Minimum [Member] | ||||||||
Interest Coverage Ratio | 2.50% | |||||||
Term B Loan [Member] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 258,000,000 | $ 300,000,000 | ||||||
Senior Notes, Noncurrent | 298,500,000 | |||||||
Interest Expense, Debt | $ 48,000 | $ 52,000 | ||||||
Amortization of Financing Costs | $ 18,000 | $ 12,000 | ||||||
Floor Rate On Term Loan | 1.00% | |||||||
Debt Instrument Interest Additional Interest Above London Inter bank Offered Rate | 3.50% | |||||||
Debt Instrument Interest Additional Interest Above Base Rate | 2.50% | |||||||
Line Of Credit Default Rate Above Applicable Interest Rate | 2.00% | |||||||
Proceeds from Issuance of Debt | $ 60,000,000 | |||||||
Debt Instrument, Periodic Payment, Principal | $ 750,000 | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 4.88% | |||||||
Debt Instrument Interest Additional Interest Above Prime Rate | 2.50% | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.78% | 4.78% | ||||||
Revolver [Member] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,200,000 | $ 25,000,000 | ||||||
Debt Instrument Interest Additional Interest Above London Inter bank Offered Rate | 2.75% | |||||||
Debt Instrument Interest Additional Interest Above Base Rate | 1.75% | |||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% |
STOCK INCENTIVE PLAN (Details)
STOCK INCENTIVE PLAN (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense, pre-tax | $ 1,381 | $ 199 |
Tax benefit (expense) from stock-based compensation expense | (552) | (80) |
Total stock-based compensation expense, net of tax | 829 | 119 |
Corporate [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock option compensation expense | 71 | 121 |
Restricted stock shares compensation expense | 875 | 24 |
Broadcast [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock option compensation expense | 28 | 28 |
Restricted stock shares compensation expense | 224 | 0 |
Publishing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock option compensation expense | 9 | 1 |
Restricted stock shares compensation expense | 36 | 0 |
Internet [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock option compensation expense | 14 | 25 |
Digital Media [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Restricted stock shares compensation expense | $ 124 | $ 0 |
STOCK INCENTIVE PLAN (Details 1
STOCK INCENTIVE PLAN (Details 1) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Expected volatility | 0.00% | 47.03% |
Expected dividends | 0.00% | 5.36% |
Expected term (in years) | 0 years | 7 years 6 months |
Risk-free interest rate | 0.00% | 1.66% |
STOCK INCENTIVE PLAN (Details 2
STOCK INCENTIVE PLAN (Details 2) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Shares | |
Ending Balance | shares | 1,590,500 |
Employee Stock Option [Member] | |
Shares | |
Beginning Balance | shares | 1,720,000 |
Granted | shares | 0 |
Exercised | shares | (12,250) |
Forfeited or expired | shares | (117,250) |
Ending Balance | shares | 1,590,500 |
Exercisable at end of period | shares | 1,083,497 |
Expected to Vest | shares | 481,399 |
Weighted Average Exercise Price | |
Beginning Balance | $ 5.12 |
Granted | 0 |
Exercised | 4.75 |
Forfeited or expired | 5.89 |
Ending Balance | 5.07 |
Exercisable at end of period | 5.4 |
Expected to Vest | 5.07 |
Weighted Average Grant Date Fair value | |
Beginning Balance | 2.89 |
Granted | 0 |
Exercised | 2.96 |
Forfeited or expired | 3.06 |
Ending Balance | 2.87 |
Exercisable at end of period | 3.54 |
Expected to Vest | $ 2.89 |
Weighted Average Remaining Contractual Term | |
Outstanding | 4 years 6 months |
Outstanding | 4 years 3 months 18 days |
Exercisable at end of period | 3 years 4 months 24 days |
Expected to Vest | 4 years 3 months 18 days |
Aggregate Intrinsic Value | |
Beginning Balance | $ | $ 2,428 |
Granted | $ | 0 |
Exercised | $ | 0 |
Forfeited or expired | $ | 0 |
Ending Balance | $ | 3,809 |
Exercisable at end of period | $ | 2,234 |
Expected to Vest | $ | $ 1,528 |
STOCK INCENTIVE PLAN (Details 3
STOCK INCENTIVE PLAN (Details 3) $ / shares in Units, $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Shares | |
Beginning balance | shares | shares | 0 |
Granted | shares | 178,592 |
Lapsed | shares | 0 |
Forfeited | shares | 0 |
Ending balance | shares | shares | 178,592 |
Weighted Average Grant Date Fair Value | |
Beginning balance | $ / shares | $ 0 |
Granted | $ / shares | 7.05 |
Lapsed | $ / shares | 0 |
Forfeited | $ / shares | 0 |
Ending balance | $ / shares | $ 7.05 |
Weighted Average Remaining Contractual Term | |
Granted | 2 months 12 days |
Outstanding, contractual term | 2 months 12 days |
Aggregate Intrinsic Value | |
Beginning Balance | $ | $ | $ 0 |
Granted | $ | $ | 1,331 |
Lapsed | $ | 0 |
Forfeited or expired | $ | 0 |
Ending Balance | $ | $ | $ 1,331 |
STOCK INCENTIVE PLAN (Details T
STOCK INCENTIVE PLAN (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 0.3 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 10 months 24 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 | $ 7.45 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 0.9 | $ 1.1 |
EQUITY TRANSACTIONS (Details)
EQUITY TRANSACTIONS (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended |
Mar. 31, 2017$ / shares | Mar. 31, 2017USD ($)$ / shares | |
Dividends Payable [Line Items] | ||
Announcement Date | Mar. 9, 2017 | |
Payment Date | Mar. 30, 2017 | |
Dividend Payment One [Member] | ||
Dividends Payable [Line Items] | ||
Announcement Date | Mar. 9, 2017 | |
Payment Date | Mar. 30, 2017 | |
Amount Per Share | $ / shares | $ 0.065 | $ 0.065 |
Cash Distributed | $ | $ 1,691 | |
Dividend Payment Two [Member] | ||
Dividends Payable [Line Items] | ||
Announcement Date | Dec. 7, 2016 | |
Payment Date | Dec. 31, 2016 | |
Amount Per Share | $ / shares | 0.065 | $ 0.065 |
Cash Distributed | $ | $ 1,678 | |
Dividend Payment Three [Member] | ||
Dividends Payable [Line Items] | ||
Announcement Date | Sep. 9, 2016 | |
Payment Date | Sep. 30, 2016 | |
Amount Per Share | $ / shares | 0.065 | $ 0.065 |
Cash Distributed | $ | $ 1,679 | |
Dividend Payment Four [Member] | ||
Dividends Payable [Line Items] | ||
Announcement Date | Jun. 2, 2016 | |
Payment Date | Jun. 30, 2016 | |
Amount Per Share | $ / shares | 0.065 | $ 0.065 |
Cash Distributed | $ | $ 1,664 | |
Dividend Payment Five [Member] | ||
Dividends Payable [Line Items] | ||
Announcement Date | Mar. 10, 2016 | |
Payment Date | Apr. 5, 2016 | |
Amount Per Share | $ / shares | $ 0.065 | $ 0.065 |
Cash Distributed | $ | $ 1,657 |
EQUITY TRANSACTIONS (Details Te
EQUITY TRANSACTIONS (Details Textual) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2017 | |
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 | $ 1.4 | $ 0.2 | |
Scenario, Forecast [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Expected Dividend Payments | $ 6.8 |
BASIC AND DILUTED NET EARNING71
BASIC AND DILUTED NET EARNINGS PER SHARE (Details Textual) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share Basic And Diluted [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 1,590,500 | 2,061,996 |
Weighted Average Number Diluted Shares Outstanding Adjustment | 389,125 | 317,724 |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Derivative [Line Items] | ||
Fair value of interest rate swap | $ 157 | |
Fair Value, Inputs, Level 2 [Member] | ||
Derivative [Line Items] | ||
Fair value of interest rate swap | 157 | |
Interest Rate Swap [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Derivative [Line Items] | ||
Fair value of interest rate swap | $ 157 | $ 514 |
DERIVATIVE INSTRUMENTS (Detai73
DERIVATIVE INSTRUMENTS (Details Textual) - Interest Rate Swap [Member] - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 27, 2013 | |
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 150 | $ 150 |
Derivative, Floor Interest Rate | 0.625% | |
Derivative, Maturity Date | Mar. 28, 2019 | |
Derivative, Fixed Interest Rate | 1.645% | |
Liabilities, Noncurrent, Total | $ 0.2 |
FAIR VALUE MEASURMENTS (Details
FAIR VALUE MEASURMENTS (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Liabilities: | |
Estimated fair value of contingent earn-out consideration included in accrued expenses | $ 60 |
Long-term debt and capital lease obligations less unamortized discount and debt issuance costs | 257,614 |
Fair value of interest rate swap | 157 |
Other Indefinite Lived Intangible Assets [Member] | |
Assets: | |
Estimated fair value of other indefinite-lived intangible assets | 313 |
Fair Value, Inputs, Level 1 [Member] | |
Liabilities: | |
Estimated fair value of contingent earn-out consideration included in accrued expenses | 0 |
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 1 [Member] | Other Indefinite Lived Intangible Assets [Member] | |
Assets: | |
Estimated fair value of other indefinite-lived intangible assets | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Liabilities: | |
Estimated fair value of contingent earn-out consideration included in accrued expenses | 0 |
Long-term debt and capital lease obligations less unamortized discount and debt issuance costs | 257,614 |
Fair value of interest rate swap | 157 |
Fair Value, Inputs, Level 2 [Member] | Other Indefinite Lived Intangible Assets [Member] | |
Assets: | |
Estimated fair value of other indefinite-lived intangible assets | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Liabilities: | |
Estimated fair value of contingent earn-out consideration included in accrued expenses | 60 |
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 3 [Member] | Other Indefinite Lived Intangible Assets [Member] | |
Assets: | |
Estimated fair value of other indefinite-lived intangible assets | $ 313 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Mar. 31, 2017 | |
Income Tax Contingency [Line Items] | ||
Deferred Tax Assets, Valuation Allowance | $ 4.5 | |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $ 4.2 | |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Impairment Losses | 0.3 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 4.5 | |
Adjustment In Current Deferred Tax Assets [Member] | Accounting Standards Update 2015-17 [Member] | ||
Income Tax Contingency [Line Items] | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 9.4 | |
Adjustment In Non-Current Deferred Tax Assets [Member] | Accounting Standards Update 2015-17 [Member] | ||
Income Tax Contingency [Line Items] | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 1.9 | |
Adjustment In Non-Current Deferred Tax Liabilities [Member] | Accounting Standards Update 2015-17 [Member] | ||
Income Tax Contingency [Line Items] | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 7.5 | |
Domestic Tax Authority [Member] | ||
Income Tax Contingency [Line Items] | ||
Operating Loss Carryforwards | $ 150.7 | |
Beginning Year of Expiry for Net Operating Loss Carry forwards | 2,020 | |
Ending Year of Expiry for Net Operating Loss Carryforwards | 2,034 | |
State and Local Jurisdiction [Member] | ||
Income Tax Contingency [Line Items] | ||
Operating Loss Carryforwards | $ 1,021.2 | |
Beginning Year of Expiry for Net Operating Loss Carry forwards | 2,017 | |
Ending Year of Expiry for Net Operating Loss Carryforwards | 2,036 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Textual) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Commitments And Contingencies [Line Items] | |
Loss Contingency Accrual | $ 0.5 |
Litigation Settlement, Amount | $ 0.3 |
SEGMENT DATA (Details)
SEGMENT DATA (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenue | $ 64,980 | $ 64,575 | ||
Depreciation | 2,980 | 2,992 | ||
Amortization | 1,142 | 1,143 | ||
Impairment of indefinite-lived long-term assets other than goodwill | 19 | 0 | ||
Change in the estimated fair value of contingent earn-out consideration | 1 | (128) | ||
(Gain) loss on the sale or disposal of assets | (5) | (150) | ||
Net operating income (loss) | 4,819 | 6,083 | ||
Inventories, net | 841 | $ 670 | ||
Property and equipment, net | 102,558 | 102,790 | ||
Broadcast licenses | 388,663 | 388,517 | $ 393,031 | |
Goodwill | 25,628 | 25,613 | $ 24,563 | |
Other indefinite-lived intangible assets | 313 | 332 | ||
Amortizable intangible assets, net | 13,348 | 14,408 | ||
Operating Segments [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenue | 64,980 | 64,575 | ||
Operating expenses | 56,014 | 54,335 | ||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments and (gain) loss on disposal of assets | 8,966 | 10,240 | ||
Depreciation | 2,980 | 2,992 | ||
Amortization | 1,142 | 1,143 | ||
Impairment of indefinite-lived long-term assets other than goodwill | 19 | |||
Change in the estimated fair value of contingent earn-out consideration | 1 | (128) | ||
(Gain) loss on the sale or disposal of assets | 5 | 150 | ||
Net operating income (loss) | 4,819 | 6,083 | ||
Operating Segments [Member] | Broadcast [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenue | 47,804 | 48,745 | ||
Operating expenses | 35,836 | 36,150 | ||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments and (gain) loss on disposal of assets | 11,968 | 12,595 | ||
Depreciation | 1,819 | 1,862 | ||
Amortization | 17 | 23 | ||
Impairment of indefinite-lived long-term assets other than goodwill | 0 | |||
Change in the estimated fair value of contingent earn-out consideration | 0 | 0 | ||
(Gain) loss on the sale or disposal of assets | (2) | 179 | ||
Net operating income (loss) | 10,134 | 10,531 | ||
Inventories, net | 0 | 0 | ||
Property and equipment, net | 86,350 | 86,976 | ||
Broadcast licenses | 388,663 | 388,517 | ||
Goodwill | 3,581 | 3,581 | ||
Other indefinite-lived intangible assets | 0 | 0 | ||
Amortizable intangible assets, net | 389 | 407 | ||
Operating Segments [Member] | Digital Media [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenue | 10,686 | 11,010 | ||
Operating expenses | 8,702 | 9,024 | ||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments and (gain) loss on disposal of assets | 1,984 | 1,986 | ||
Depreciation | 777 | 767 | ||
Amortization | 818 | 1,049 | ||
Impairment of indefinite-lived long-term assets other than goodwill | 0 | |||
Change in the estimated fair value of contingent earn-out consideration | 1 | (70) | ||
(Gain) loss on the sale or disposal of assets | 0 | (14) | ||
Net operating income (loss) | 388 | 254 | ||
Inventories, net | 329 | 300 | ||
Property and equipment, net | 6,595 | 6,634 | ||
Broadcast licenses | 0 | 0 | ||
Goodwill | 20,151 | 20,136 | ||
Other indefinite-lived intangible assets | 0 | 0 | ||
Amortizable intangible assets, net | 9,192 | 9,927 | ||
Operating Segments [Member] | Publishing [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenue | 6,490 | 4,820 | ||
Operating expenses | 6,351 | 4,948 | ||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments and (gain) loss on disposal of assets | 139 | (128) | ||
Depreciation | 194 | 150 | ||
Amortization | 307 | 72 | ||
Impairment of indefinite-lived long-term assets other than goodwill | 19 | |||
Change in the estimated fair value of contingent earn-out consideration | 0 | (58) | ||
(Gain) loss on the sale or disposal of assets | 7 | (18) | ||
Net operating income (loss) | (388) | (274) | ||
Inventories, net | 512 | 370 | ||
Property and equipment, net | 1,537 | 1,779 | ||
Broadcast licenses | 0 | 0 | ||
Goodwill | 1,888 | 1,888 | ||
Other indefinite-lived intangible assets | 313 | 332 | ||
Amortizable intangible assets, net | 3,761 | 4,069 | ||
Operating Segments [Member] | Unallocated Corporate [Member] | ||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Net revenue | 0 | 0 | ||
Operating expenses | 5,125 | 4,213 | ||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments and (gain) loss on disposal of assets | (5,125) | (4,213) | ||
Depreciation | 190 | 212 | ||
Amortization | 0 | 0 | ||
Impairment of indefinite-lived long-term assets other than goodwill | 0 | |||
Change in the estimated fair value of contingent earn-out consideration | 0 | 0 | ||
(Gain) loss on the sale or disposal of assets | 0 | 3 | ||
Net operating income (loss) | (5,315) | $ (4,428) | ||
Inventories, net | 0 | 0 | ||
Property and equipment, net | 8,076 | 7,401 | ||
Broadcast licenses | 0 | 0 | ||
Goodwill | 8 | 8 | ||
Other indefinite-lived intangible assets | 0 | 0 | ||
Amortizable intangible assets, net | $ 6 | $ 5 |
SEGMENT DATA (Details Textual)
SEGMENT DATA (Details Textual) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting Information [Line Items] | |
Number of Operating Segments | 3 |