Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 03, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
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 | 20,609,551 | |
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 | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 4 | $ 130 |
Trade accounts receivable (net of allowances of $10,420 in 2016 and $10,627 in 2017) | 35,862 | 37,260 |
Other receivables (net of allowances of $260 in 2016 and $145 in 2017 ) | 990 | 751 |
Inventories (net of reserves of $2,226 in 2016 and $1,611 in 2017) | 809 | 670 |
Prepaid expenses | 7,288 | 6,287 |
Deferred income taxes - current | 0 | 9,411 |
Total current assets | 44,953 | 54,509 |
Notes receivable (net of allowance of $564 in 2016 and $794 in 2017) | 92 | 65 |
Land held for sale | 1,000 | 1,000 |
Property and equipment (net of accumulated depreciation of $156,024 in 2016 and $161,848 in 2017) | 102,203 | 102,790 |
Broadcast licenses | 388,720 | 388,517 |
Goodwill | 26,436 | 25,613 |
Other indefinite-lived intangible assets | 313 | 332 |
Amortizable intangible assets (net of accumulated amortization of $44,488 in 2016 and $46,007 in 2017) | 14,276 | 14,408 |
Deferred financing costs | 549 | 82 |
Deferred income taxes - non-current | 1,877 | 0 |
Other assets | 3,205 | 2,952 |
Total assets | 583,624 | 590,268 |
Current liabilities: | ||
Accounts payable | 3,721 | 4,968 |
Accrued expenses | 12,427 | 15,658 |
Accrued compensation and related expenses | 9,865 | 8,133 |
Accrued interest | 6,481 | 77 |
Current portion of deferred revenue | 10,835 | 9,491 |
Income taxes payable | 174 | 223 |
Current portion of long-term debt and capital lease obligations | 6,741 | 590 |
Total current liabilities | 50,244 | 39,140 |
Long-term debt and capital lease obligations less unamortized debt issuance costs, net of current portion | 249,375 | 261,084 |
Fair value of interest rate swap | 0 | 514 |
Deferred income taxes | 54,644 | 60,769 |
Deferred rent expense | 9,633 | 9,596 |
Deferred revenue less current portion | 6,427 | 5,252 |
Other long-term liabilities | 64 | 67 |
Total liabilities | 370,387 | 376,422 |
Commitments and contingencies (Note 18) | ||
Stockholders' Equity: | ||
Additional paid-in capital | 245,800 | 243,607 |
Accumulated earnings | 1,160 | 3,963 |
Treasury stock, at cost (2,317,650 shares at December 31, 2016 and September 30, 2017) | (34,006) | (34,006) |
Total stockholders' equity | 213,237 | 213,846 |
Total liabilities and stockholders' equity | 583,624 | 590,268 |
Common Class A [Member] | ||
Stockholders' Equity: | ||
Common stock | 227 | 226 |
Common Class B [Member] | ||
Stockholders' Equity: | ||
Common stock | $ 56 | $ 56 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Trade accounts receivable, allowances | $ 10,627 | $ 10,420 |
Allowance for Doubtful Other Receivables, Current | 145 | 260 |
Inventories, reserves | 1,611 | 2,226 |
Notes receivable, allowance | 794 | 564 |
Property and equipment, accumulated depreciation | 161,848 | 156,024 |
Amortizable intangible assets, accumulated amortization | $ 46,007 | $ 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 | 22,927,201 | 22,593,130 |
Common stock, outstanding | 20,609,551 | 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 | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net broadcast revenue | $ 48,424 | $ 51,052 | $ 145,479 | $ 149,768 |
Net digital media revenue | 10,446 | 11,999 | 31,998 | 34,056 |
Net publishing revenue | 6,563 | 8,221 | 19,048 | 19,802 |
Total net revenue | 65,433 | 71,272 | 196,525 | 203,626 |
Operating expenses: | ||||
Broadcast operating expenses, exclusive of depreciation and amortization shown below (including $412 and $431 for the three months ended September 30, 2016 and 2017, respectively, and $1,231 and $1,284 for the nine months ended September 30, 2016 and 2017, respectively, paid to related parties) | 37,040 | 37,434 | 108,807 | 109,455 |
Digital media operating expenses, exclusive of depreciation and amortization shown below | 8,169 | 9,172 | 25,241 | 26,815 |
Publishing operating expenses, exclusive of depreciation and amortization shown below | 6,686 | 8,020 | 18,705 | 19,951 |
Unallocated corporate expenses exclusive of depreciation and amortization shown below (including $147 and $98 for the three months ended September 30, 2016 and 2017, respectively, and $254 and $218 for the nine months ended September 30, 2016 and 2017, respectively, paid to related parties) | 4,233 | 4,147 | 13,183 | 11,928 |
Depreciation | 3,082 | 2,976 | 9,171 | 8,950 |
Amortization | 1,135 | 1,341 | 3,420 | 3,673 |
Change in the estimated fair value of contingent earn-out consideration | (12) | (196) | (54) | (458) |
Impairment of long-lived assets | 0 | 0 | 0 | 700 |
Impairment of indefinite-lived long-term assets other than goodwill | 0 | 0 | 19 | 0 |
Net (gain) loss on the sale or disposal of assets | 95 | (457) | (410) | (2,008) |
Total operating expenses | 60,428 | 62,437 | 178,082 | 179,006 |
Operating income | 5,005 | 8,835 | 18,443 | 24,620 |
Other income (expense): | ||||
Interest income | 1 | 1 | 3 | 4 |
Interest expense | (4,802) | (3,726) | (12,156) | (11,252) |
Change in the fair value of interest rate swap | 0 | 856 | 357 | (1,325) |
Loss on early retirement of long-term debt | 0 | (18) | (2,775) | (32) |
Net miscellaneous income and (expenses) | (80) | 7 | (80) | 7 |
Net income before income taxes | 124 | 5,955 | 3,792 | 12,022 |
Provision for income taxes | 170 | 3,763 | 1,506 | 6,121 |
Net income (loss) | $ (46) | $ 2,192 | $ 2,286 | $ 5,901 |
Basic earnings (loss) per share data: | ||||
Basic earnings (loss) per share | $ 0 | $ 0.08 | $ 0.09 | $ 0.23 |
Diluted earnings (loss) per share data: | ||||
Diluted earnings (loss) per share | 0 | 0.08 | 0.09 | 0.23 |
Distributions per share | $ 0.07 | $ 0.07 | $ 0.2 | $ 0.2 |
Basic weighted average shares outstanding | 26,144,796 | 25,815,242 | 26,036,333 | 25,617,307 |
Diluted weighted average shares outstanding | 26,144,796 | 26,183,182 | 26,454,923 | 26,012,930 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Parenthetical] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Broadcast operating expenses exclusive of depreciation and amortization | $ 37,040 | $ 37,434 | $ 108,807 | $ 109,455 |
Unallocated corporate expenses exclusive of depreciation and amortization | 4,233 | 4,147 | 13,183 | 11,928 |
Related Party [Member] | ||||
Broadcast operating expenses exclusive of depreciation and amortization | 431 | 412 | 1,284 | 1,231 |
Unallocated corporate expenses exclusive of depreciation and amortization | $ 98 | $ 147 | $ 218 | $ 254 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
OPERATING ACTIVITIES | ||
Net income | $ 2,286 | $ 5,901 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Non-cash stock-based compensation | 1,693 | 458 |
Tax benefit related to stock options exercised | 0 | 264 |
Depreciation and amortization | 12,591 | 12,623 |
Amortization of deferred financing costs | 645 | 475 |
Accretion of financing items | 74 | 155 |
Accretion of acquisition-related deferred payments and contingent consideration | 32 | 55 |
Provision for bad debts | 1,548 | 688 |
Deferred income taxes | 1,409 | 5,684 |
Change in the fair value of interest rate swap | (357) | 1,325 |
Change in the estimated fair value of contingent earn-out consideration | (54) | (458) |
Impairment of long-lived assets | 0 | 700 |
Impairment of indefinite-lived long-term assets other than goodwill | 19 | 0 |
Loss on early retirement of long-term debt | 2,775 | 32 |
Net gain on the sale or disposal of assets | (410) | (2,008) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (463) | 4,380 |
Inventories | (139) | 147 |
Prepaid expenses and other current assets | (1,001) | (718) |
Accounts payable and accrued expenses | 4,879 | (39) |
Deferred rent | 3 | 1,183 |
Deferred revenue | (310) | (4,444) |
Other liabilities | (3) | 0 |
Income taxes payable | (49) | 106 |
Net cash provided by operating activities | 25,168 | 26,509 |
INVESTING ACTIVITIES | ||
Cash paid for capital expenditures net of tenant improvement allowances | (6,800) | (7,240) |
Capital expenditures reimbursable under tenant improvement allowances and trade agreements | (50) | (486) |
Escrow deposits related to acquisitions | (30) | (228) |
Purchases of broadcast assets and radio stations | (1,662) | (718) |
Proceeds from sale of broadcast assets | 602 | 3,147 |
Other | (224) | (398) |
Net cash used in investing activities | (9,854) | (12,394) |
FINANCING ACTIVITIES | ||
Payment of interest rate swap | (783) | 0 |
Proceeds from bond offering | 255,000 | 0 |
Payment of debt issuance costs | (6,837) | 0 |
Payments of acquisition-related contingent earn-out consideration | (14) | (99) |
Payments of deferred installments due from acquisition activity | (225) | (3,421) |
Proceeds from the exercise of stock options | 501 | 969 |
Payments of capital lease obligations | (93) | (80) |
Payment of cash distributions on common stock | (5,089) | (5,000) |
Book overdraft | (1,053) | 734 |
Net cash used in financing activities | (15,440) | (14,133) |
CASH FLOWS FROM DISCONTINUED OPERATIONS | ||
Net decrease in cash and cash equivalents | (126) | (18) |
Cash and cash equivalents at beginning of year | 130 | 98 |
Cash and cash equivalents at end of period | 4 | 80 |
Cash paid during the period for: | ||
Cash paid for interest, net of capitalized interest | 4,962 | 10,644 |
Cash paid for income taxes | 128 | 67 |
Other supplemental disclosures of cash flow information: | ||
Barter revenue | 4,152 | 3,886 |
Barter expense | 4,012 | 3,734 |
Non-cash investing and financing activities: | ||
Capital expenditures reimbursable under tenant improvement allowances | 50 | 486 |
Current value of deferred cash payments (short-term) | 0 | 1,566 |
Net assets and liabilities assumed non-cash acquisition | 2,852 | 0 |
Assets acquired under capital leases | 16 | 0 |
Debt issuance costs accrued | 132 | 0 |
Term Loan B [Member] | ||
FINANCING ACTIVITIES | ||
Payments on Term Loan B, Revolver and ABL Facility | (263,000) | (5,000) |
Revolver [Member] | ||
FINANCING ACTIVITIES | ||
Proceeds from borrowings under Revolver and ABL Facility | 60,133 | 35,601 |
Payments on Term Loan B, Revolver and ABL Facility | (53,980) | (37,837) |
Digital Media [Member] | ||
INVESTING ACTIVITIES | ||
Purchases of digital media businesses and assets | (1,690) | (3,153) |
Publishing [Member] | ||
INVESTING ACTIVITIES | ||
Purchases of digital media businesses and assets | $ 0 | $ (3,318) |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION | NOTE 1. 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. 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. Information with respect to the three and nine months ended September 30, 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 results of operations for the interim periods presented are not necessarily indicative of the results of operations for the full year. The balance sheet at December 31, 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. Description of Business Salem is a domestic multimedia company specializing in Christian and conservative content. Our media properties are comprised of radio broadcasting, digital media, and publishing entities. 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 radio broadcasting, which includes 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, and 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 sells 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, 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 service for authors through Xulon Press and Mill City Press; and (3) Singing News ® 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.” 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 September 30, 2017, we did not have implicit or explicit arrangements that required consolidation under the guidance in FASB ASC Topic 810. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant areas for which management uses estimates include: ⋅ 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 Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. These include the reclassification of land held for sale from current assets to long term assets based on the APA term that exceeds twelve months and 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. SCP was reclassed to include revenue from all network sources, in broadcast 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 financial position, results of operations, cash flows, or presentation thereof. Described below are ASUs that are not yet effective, but may be applicable to our financial position, results of operations, cash flows, or presentation thereof. ASUs not listed below were assessed and determined to not be applicable to our financial position, results of operations, cash flows, or presentation thereof. In September 2017, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases ( In August 2017, the FASB issued ASU 2017-12, " Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities In May 2017, the FASB issued ASU 2017-09, “ Compensation Stock Compensation (Topic 718) Scope of Modification Accounting, In March 2017, the FASB issued ASU 2017-08, “ Receivables Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium on Purchased Callable Debt Securities In February 2017, the FASB issued ASU 2017-05, “ Other Income Gains and Losses from the Derecognition of Nonfinancial Assets (Topic 610-20) In January 2017, the FASB issued ASU 2017-04, “ Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment 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 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,” In February 2016, the FASB issued ASU 2016-02, “ Leases In January 2016, the FASB issued ASU 2016-01, “ Recognition and Measurement of Financial Assets and Financial Liabilities 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 | 9 Months Ended |
Sep. 30, 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 71 Intangibles Goodwill and Other 94 6 We complete our annual impairment tests in the fourth quarter of each year. We believe that our estimate of the value of our broadcast licenses, mastheads, and goodwill is a critical accounting estimate as the value is significant in relation to our total assets, and our estimates incorporate variables and assumptions that are based on past experiences and judgment about future operating performance of our markets and business segments. If actual operating results are less favorable than the assumptions and estimates we used, or if we reduce our estimates of future operating results, 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,” Throughout 2017, we continued to evaluate our print magazine business due to declines in operating results and projected revenues. We ceased publishing Preaching Magazine 19,000 |
IMPAIRMENT OF LONG-LIVED ASSETS
IMPAIRMENT OF LONG-LIVED ASSETS | 9 Months Ended |
Sep. 30, 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 |
ACQUISITIONS AND RECENT TRANSAC
ACQUISITIONS AND RECENT TRANSACTIONS | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND RECENT TRANSACTIONS | NOTE 4. ACQUISITIONS AND RECENT TRANSACTIONS During the nine month period ended September 30, 2017, we completed or entered into the following transactions: Debt On May 19, 2017, we closed on a private offering of $ 255.0 6.75 2024 30.0 5.0 7.5 25.0 In connection with the Refinancing, on May 19, 2017, we repaid $ 258.0 0.6 1.5 4.1 56,000 On February 28, 2017, we repaid $ 3.0 300.0 6,200 On January 30, 2017, we repaid $ 2.0 4,500 12,000 Equity On September 12, 2017 0.0650 1.7 September 29, 2017 September 22, 2017 On August 9, 2017, a restricted stock award of 33,066 On June 1, 2017, we announced a quarterly equity distribution in the amount of $ 0.0650 1.7 On March 9, 2017, we announced a quarterly equity distribution in the amount of $ 0.0650 1.7 On March 24, 2017, a restricted stock award of 178,592 Acquisitions Broadcast On September 15, 2017, we closed on the acquisition of real property, including the land, tower and broadcasting facilities, of radio station WSPZ-AM in Bethesda, Maryland for $ 1.5 On July 24, 2017, we closed on the acquisition of the FM translator construction permit in Eaglemount, Washington, for $ 40,000 On June 28, 2017, we closed on the acquisition of an FM translator construction permit in Festus, Missouri for $ 40,000 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 August 31, 2017, we acquired the TeacherTube.com website and related assets for $ 1.1 0.4 On August 31, 2017, we acquired the Intelligence Report newsletter and related assets valued at $ 2.5 2.9 0.4 On July 6, 2017, we acquired the TradersCrux.com website and related assets for $ 0.3 0.1 18,750 On June 8, 2017, we acquired a Portuguese Bible mobile application and related assets for $ 65,000 20,000 16,500 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) September 15, 2017 Real property of radio station WSPZ-AM in Bethesda, Maryland (business acquisition) $ 1,500 August 31, 2017 TeacherTube.com (business acquisition) 1,100 August 31, 2017 Intelligence Reporter newsletter (business acquisition) July 24, 2017 FM Translator construction permit, Eaglemount, Washington (asset acquisition) 40 July 6, 2017 TradersCrux.com (business acquisition) 298 June 28, 2017 FM Translator construction permit, Festus, Missouri (asset acquisition) 40 June 8, 2017 Portuguese Bible Mobile Applications (business acquisition) 82 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 $ 3,423 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 assets acquired. 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. To date, we have not recorded adjustments to the 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. We recognized costs associated with acquisitions of $ 0.1 0.3 The total acquisition consideration is equal to the sum of all cash payments, the fair value of any deferred payments and promissory notes, and the present value of any estimated contingent earn-out consideration. We estimate the fair value of contingent earn-out consideration using a probability-weighted discounted cash flow model. The fair value measurement is based on significant inputs that are not observable in the market and thus represent a Level 3 measurement as defined in Note 16 - Fair Value Measurements. Description Total Consideration (Dollars in thousands) Cash payments made upon closing $ 3,352 Escrow deposits paid in prior years 35 Present value of estimated fair value of contingent earn-out consideration 36 Total purchase price consideration $ 3,423 Net Broadcast Net Digital Media Total Net Assets Acquired Assets Acquired Assets Acquired (Dollars in thousands) Assets Property and equipment $ 1,487 $ 479 $ 1,966 Broadcast licenses 198 198 Goodwill 13 810 823 Customer lists and contracts 314 314 Domain and brand names 647 647 Subscriber base and lists 2,316 2,316 Non-compete agreements 11 11 $ 1,698 $ 4,577 $ 6,275 Liabilities Deferred revenue $ (2,852) (2,852) $ 1,698 $ 1,725 $ 3,423 Pending Transactions On September 15, 2017, we entered an APA to acquire radio station WSPZ-AM in Bethesda, Maryland for $ 0.6 In August 2017, we received an escrow deposit under an agreement to sell land in Covina, California for $ 1.0 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 Divestitures On June 1, 2017, we received $ 0.6 Due to operating results during the three month period ended March 31, 2017 that did not meet management’s expectations, we ceased publishing Preaching Magazine 10,000 56,000 On January 3, 2017, Word Broadcasting began operating our Louisville radio stations (WFIA-AM; WFIA-FM; WGTK-AM) under a twenty-four month TBA. |
CONTINGENT EARN-OUT CONSIDERATI
CONTINGENT EARN-OUT CONSIDERATION | 9 Months Ended |
Sep. 30, 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. TradersCrux.com We acquired the TradersCrux.com website and related assets for $ 0.3 0.3 0.1 18,750 We review the fair value of the contingent earn-out consideration quarterly over the earn-out period to compare actual revenues achieved and projected to the estimated 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 Portuguese Bible Mobile Application We acquired a Portuguese Bible mobile application and related assets on June 8, 2017. We paid $ 65,000 20,000 16,500 We review the fair value of the contingent earn-out consideration quarterly over the earn-out period to compare actual revenues achieved and projected to the estimated 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 $ 20,000 1,700 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 74,000 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 $ 74,000 14,000 53,000 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 reviewed 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 were reflected in our results of operations in the period they were identified, up to the maximum amount due under the contract of $ 165,000 4,000 75,000 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 50 171,000 158,000 91,000 14,000 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 Ended September 30, 2017 Short-Term Long-Term Accrued Expenses Other Liabilities Total (Dollars in thousands) Beginning Balance as of July 1, 2017 $ 31 $ $ 31 Acquisitions 19 19 Accretion of acquisition-related contingent earn-out consideration Change in the estimated fair value of contingent earn-out consideration (12) (12) Reclassification of payments due in next 12 months to short-term Payments Ending Balance as of September 30, 2017 $ 38 $ $ 38 Three Months Ended September 30, 2016 Short-Term Long-Term Accrued Expenses Other Liabilities Total (Dollars in thousands) Beginning Balance as of July 1, 2016 $ 441 $ $ 441 Acquisitions 66 66 Accretion of acquisition-related contingent earn-out consideration 5 5 Change in the estimated fair value of contingent earn-out consideration (196) (196) Reclassification of payments due in next 12 months to short-term Payments (11) (11) Ending Balance as of September 30, 2016 $ 305 $ $ 305 Nine Months Ended September 30, 2017 Short-Term Long-Term Accrued Expenses Other Liabilities Total (Dollars in thousands) Beginning Balance as of January 1, 2017 $ 66 $ $ 66 Acquisitions 36 36 Accretion of acquisition-related contingent earn-out consideration 4 4 Change in the estimated fair value of contingent earn-out consideration (54) (54) Reclassification of payments due in next 12 months to short-term Payments (14) (14) Ending Balance as of September 30, 2017 $ 38 $ $ 38 Nine Months Ended September 30, 2016 Short-Term Long-Term Accrued Expenses Other Liabilities Total (Dollars in thousands) Beginning Balance as of January 1, 2016 $ 173 $ 602 $ 775 Acquisitions 66 66 Accretion of acquisition-related contingent earn-out consideration 13 8 21 Change in the estimated fair value of contingent earn-out consideration (404) (54) (458) Reclassification of payments due in next 12 months to short-term 556 (556) Payments (99) (99) Ending Balance as of September 30, 2016 $ 305 $ $ 305 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 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. The following table provides details of inventory on hand by segment: As of December 31, 2016 As of September 30, 2017 (Dollars in thousands) Regnery Publishing book inventories $ 2,473 $ 2,026 Reserve for obsolescence Regnery Publishing (2,104) (1,544) Inventory, net - Regnery Publishing 369 482 Wellness products $ 423 $ 394 Reserve for obsolescence Wellness products (122) (67) Inventory, net - Wellness products 301 327 Consolidated inventories, net $ 670 $ 809 |
BROADCAST LICENSES
BROADCAST LICENSES | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
BROADCAST LICENSES | NOTE 7. BROADCAST LICENSES The following table presents the changes in broadcasting licenses that include capital projects and acquisitions of radio stations and FM translators as discussed in Note 4 of our Condensed Consolidated financial statements. Twelve Months Ended Nine Months Ended Broadcast Licenses December 31, 2016 September 30, 2017 (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 and construction permits 1,645 198 Capital projects to improve broadcast signal and strength 307 5 Impairments based on estimated fair value of broadcast licenses (6,540) Balance, end of period before cumulative loss on impairment 494,058 494,261 Accumulated loss on impairment (105,541) (105,541) Balance, end of period after cumulative loss on impairment $ 388,517 $ 388,720 |
GOODWILL
GOODWILL | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | NOTE 8. GOODWILL The following table presents the changes in goodwill including acquisitions as discussed in Note 4 of our Condensed Consolidated financial statements. Twelve Months Ended Nine Months Ended Goodwill December 31, 2016 September 30, 2017 (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 and broadcast businesses 13 Acquisitions of digital media entities 237 810 Acquisitions of publishing entities 845 Impairment charge during year (32) Balance, end of period before cumulative loss on impairment 27,642 28,465 Accumulated loss on impairment (2,029) (2,029) Ending period balance $ 25,613 $ 26,436 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 9. PROPERTY AND EQUIPMENT As of December 31, 2016 As of September 30, 2017 (Dollars in thousands) Land $ 32,402 $ 33,008 Buildings 29,070 29,018 Office furnishings and equipment 37,386 37,135 Office furnishings and equipment under capital lease obligations 228 244 Antennae, towers and transmitting equipment 84,144 85,450 Antennae, towers and transmitting equipment under capital lease obligations 795 795 Studio, production and mobile equipment 28,668 29,322 Computer software and website development costs 20,042 22,756 Record and tape libraries 27 27 Automobiles 1,373 1,342 Leasehold improvements 14,696 18,626 Construction-in-progress 9,983 6,328 $ 258,814 $ 264,051 Less accumulated depreciation (156,024) (161,848) $ 102,790 $ 102,203 Depreciation expense was approximately $ 3.1 3.0 9.2 9.0 10,000 30,000 11,000 32,000 |
AMORTIZABLE INTANGIBLE ASSETS
AMORTIZABLE INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2017 | |
Intangible Assets Disclosure [Abstract] | |
AMORTIZABLE INTANGIBLE ASSETS | NOTE 10. AMORTIZABLE INTANGIBLE ASSETS As of September 30, 2017 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 22,865 $ (20,681) $ 2,184 Domain and brand names 20,109 (14,139) 5,970 Favorable and assigned leases 2,379 (2,018) 361 Subscriber base and lists 8,797 (4,402) 4,395 Author relationships 2,771 (2,171) 600 Non-compete agreements 2,029 (1,263) 766 Other amortizable intangible assets 1,333 (1,333) $ 60,283 $ (46,007) $ 14,276 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 1.4 3.4 3.7 Year Ended December 31, Amortization Expense (Dollars in thousands) 2017 (Oct Dec) $ 1,173 2018 4,576 2019 4,006 2020 2,714 2021 1,159 Thereafter 648 Total $ 14,276 |
LONG-TERM DEBT
LONG-TERM DEBT | 9 Months Ended |
Sep. 30, 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 relating to certain debt are full and unconditional and joint and several, and any subsidiaries of Salem Media Group, Inc. other than the subsidiary guarantors are minor. 6.75% Senior Secured Notes On May 19, 2017, we issued in a private placement the Notes, which were guaranteed on a senior secured basis by our existing subsidiaries (the “Subsidiary Guarantors”). The Notes bear interest at a rate of 6.75 initially The Notes and the ABL Facility are secured by liens on substantially all of our and the Subsidiary Guarantors’ assets, other than certain excluded assets. The ABL Facility has a first-priority lien on our and the Subsidiary Guarantor’s accounts receivable, inventory, deposit and securities accounts, certain real estate and related assets (the “ABL Priority Collateral”). The Notes are secured by a first-priority lien on substantially all other assets of ours and the Subsidiary Guarantors (the “Notes Priority Collateral”). There is no direct lien on our Federal Communications Commission (“FCC”) licenses to the extent prohibited by law or regulation. We may redeem the Notes, in whole or in part, at any time on or after June 1, 2020 at a price equal to 100 35 106.75 10 103 The indenture relating to the Notes (the “Indenture”) contains covenants that, among other things and subject in each case to certain specified exceptions, limit our ability and the ability of our restricted subsidiaries to: (i) incur additional debt; (ii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iii) make investments; (iv) create liens or use assets as security in other transactions; (v) merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets; (vi) engage in transactions with affiliates; and (vii) sell or transfer assets. The Indenture provides for the following events of default (each, an “Event of Default”): (i) default in payment of principal or premium on the Notes at maturity, upon repurchase, acceleration, optional redemption or otherwise; (ii) default for 30 days in payment of interest on the Notes; (iii) the failure by us or certain restricted subsidiaries to comply with other agreements in the Indenture or the Notes, in certain cases subject to notice and lapse of time; (iv) the failure of any guarantee by certain significant Subsidiary Guarantors to be in full force and effect and enforceable in accordance with its terms, subject to notice and lapse of time; (v) certain accelerations (including failure to pay within any grace period) of other indebtedness of ours or any restricted subsidiary if the amount accelerated (or so unpaid) is at least $15 million; (vi) certain judgments for the payment of money in excess of $15 million; (vii) certain events of bankruptcy or insolvency with respect to us or any significant subsidiary; and (vii) certain defaults with respect to any collateral having a fair market value in excess of $15 million 25 . We are required to pay $ 17.2 6.4 We incurred debt issuance costs of $6.3 million that were recorded as a reduction of the debt proceeds that are being amortized to non-cash interest expense over the life of the Notes using the effective interest method. During the three and nine month periods ended September 30, 2017, $ 0.2 0.3 Asset-Based Revolving Credit Facility On May 19, 2017, the Company also entered into the ABL Facility pursuant to a Credit Agreement (the “Credit Agreement”) by and among us, as a borrower, our subsidiaries party thereto, as borrowers, Wells Fargo Bank, National Association, as administrative agent and lead arranger, and the lenders that are parties thereto. We used the proceeds of the ABL Facility, together with the net proceeds from the Notes offering, to repay outstanding borrowings under our previously existing senior credit facilities, The ABL Facility is a five-year $ 30.0 5.0 7.5 0.50 1.00 1.50 2.00 2.00 0.25 0.375 The ABL Facility is secured by a first-priority lien on the ABL Priority Collateral and by a second-priority lien on the Notes Priority Collateral. There is no direct lien on the Company’s FCC licenses to the extent prohibited by law or regulation (other than the economic value and proceeds thereof). 4.5 We incurred debt issue costs of $0.6 million that were recorded as an asset and are being amortized to non-cash interest expense over the term of the ABL Facility using the effective interest method. During the three and nine month periods ended September 30, 2017, $ 63,000 86,000 2.98 We report outstanding balances on the ABL Facility as short-term regardless of the maturity date based on use of the ABL Facility to fund ordinary and customary operating cash needs with frequent repayments. We believe that our borrowing capacity under the ABL Facility allows us to meet our ongoing operating requirements, fund capital expenditures and satisfy our debt service requirements for at least the next twelve months. Prior Term Loan B and Revolving Credit Facility Our prior credit facility consisted of a term loan of $ 300.0 25.0 298.5 0 51,000 74,000 155,000 The Term Loan B had a term of seven years, maturing in March 2020. On May 19, 2017, we used the net proceeds of the Notes and a portion of the ABL Facility to fully repay amounts outstanding under the Term Loan B of $ 258.0 4.1 2.1 1.5 0.6 Date Principal Paid Unamortized Discount (Dollars in Thousands) May 19, 2017 $ 258,000 $ 550 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 issuance costs were amortized to non-cash interest expense over the life of the Term Loan B using the effective interest method. For each of the three months ended September 30, 2017 and 2016, approximately $ 0 140,000 203,000 423,000 Debt issuance costs associated with the Revolver were recorded as an asset in accordance with ASU 2015-15. The costs were 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 0 17,000 26,000 52,000 Summary of long-term debt obligations As of December 31, 2016 As of September 30, 2017 (Dollars in thousands) 6.75% Senior Secured Notes $ $ 255,000 Less unamortized debt issuance costs based on imputed interest rate of 7.08% (6,004) 6.75% Senior Secured Notes net carrying value 248,996 Asset-Based Revolving Credit Facility principal outstanding 6,629 Term Loan B principal amount 263,000 Less unamortized discount and debt issuance costs based on imputed interest rate of 4.78% (2,371) Term Loan B net carrying value 260,629 Revolver principal outstanding 477 Capital leases and other loans 568 491 Long-term debt and capital lease obligations less unamortized debt issuance costs 261,674 256,116 Less current portion (590) (6,741) Long-term debt and capital lease obligations less unamortized debt issuance costs, net of current portion $ 261,084 $ 249,375 In addition to the outstanding amounts listed above, we also have interest payments related to our long-term debt as follows as of September 30, 2017: · Outstanding borrowings of $ 6.6 1.5 2.0 · $ 255.0 6.75 · Commitment fee of 0.25 0.375 Other Debt We have several capital leases related to office equipment. The obligation recorded at December 31, 2016 and September 30, 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 September 30, (Dollars in thousands) 2018 $ 6,741 2019 108 2020 107 2021 121 2022 43 Thereafter 255,000 $ 262,120 |
STOCK INCENTIVE PLAN
STOCK INCENTIVE PLAN | 9 Months Ended |
Sep. 30, 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 Nine Months Ended September 30, September 30, 2016 2017 2016 2017 (Dollars in thousands) Stock option compensation expense included in corporate expenses $ 94 $ 27 $ 296 $ 126 Restricted stock shares compensation expense included in corporate expenses 225 24 1,100 Stock option compensation expense included in broadcast operating expenses 19 7 67 41 Restricted stock shares compensation expense included in broadcast operating expenses 224 Stock option compensation expense included in digital media operating expenses 12 6 51 25 Restricted stock shares compensation expense included in digital media operating expenses 124 Stock option compensation expense included in publishing operating expenses 9 3 20 17 Restricted stock shares compensation expense included in publishing operating expenses 36 Total stock-based compensation expense, pre-tax $ 134 $ 268 $ 458 $ 1,693 Tax benefit (expense) for stock-based compensation expense (54) (107) (183) (677) Total stock-based compensation expense, net of tax $ 80 $ 161 $ 275 $ 1,016 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 have been 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 nine month period ended September 30, 2017. Three Months Ended Nine Months Ended September 30, 2016 September 30, 2016 Expected volatility n/a 47.03 % Expected dividends n/a 5.36 % Expected term (in years) n/a 7.4 Risk-free interest rate n/a 1.64 % Weighted Average Aggregate Weighted Average Weighted Average Remaining Contractual Intrinsic Options Shares Exercise Price Grant Date Fair Value Term 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 (122,413) 4.09 2.04 Forfeited or expired (143,125) 5.85 2.99 Outstanding at September 30, 2017 1,454,462 $ 5.18 $ 2.95 3.9 years $ 2,292 Exercisable at September 30, 2017 954,959 $ 5.63 $ 3.76 2.9 years $ 1,146 Expected to Vest 474,278 $ 5.19 $ 2.97 3.9 years $ 1,115 The aggregate intrinsic value represents the difference between the company’s closing stock price on September 30, 2017 of $ 6.60 0.9 1.1 As of September 30, 2017, there was $ 0.2 1.6 On August 9, 2017, a restricted stock award of 33,066 On February 24, 2017, a restricted stock award of 178,592 Weighted Average Weighted Average Remaining Aggregate Restricted Stock Awards Shares Grant Date Fair Value Contractual Term Intrinsic Value (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value) Outstanding at January 1, 2017 $ $ Granted 211,658 7.01 0.2 years 1,484 Lapse of restrictions (178,592) 7.05 1,259 Forfeited Outstanding at September 30, 2017 33,066 $ 6.80 0.2 years $ 225 |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 9 Months Ended |
Sep. 30, 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 0.3 1.7 0.1 0.5 While we intend to pay regular quarterly distributions, the actual declaration of such future distributions and the establishment of the per share amount, record dates, and payment dates are subject to final determination by our Board of Directors and dependent upon future earnings, cash flows, financial 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. In recent years, distributions have been 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. Future distributions, if any, are likely to be approximately 30% of Adjusted EBITDA less cash paid for capital expenditures, less cash paid for income taxes, and less cash paid for interest. Cash Distributed Announcement Date Payment Date Amount Per Share (in thousands) September 12, 2017 September 29, 2017 $ 0.0650 $ 1,701 June 1, 2017 June 30, 2017 $ 0.0650 $ 1,697 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 | 9 Months Ended |
Sep. 30, 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 month period ended March 31, 2017, were included in the weighted average number of common shares used to compute basic earnings per share because these restricted stock awards contained 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 1,454,462 1,729,000 335,682 367,940 |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 9 Months Ended |
Sep. 30, 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 0.8 The following table summarizes the fair value of our derivative instruments that are measured at fair value: As of December 31, 2016 As of September 30, 2017 (Dollars in thousands) Fair value of interest rate swap $ 514 $ |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 16. FAIR VALUE MEASUREMENTS FASB ASC Topic 820 “ Fair Value Measurements and Disclosures, • Level 1 Inputs quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; • Level 2 Inputs inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability; and • Level 3 Inputs unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data). As of September 30, 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. September 30, 2017 Total Fair Value and Carrying Value on Balance Fair Value Measurement Category Sheet 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 38 38 Long-term debt and capital lease obligations less unamortized debt issuance costs 256,116 256,116 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 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 September 30, 2017 and 2016. We prospectively adopted ASU 2015-17, “ Income Taxes, Balance Sheet Classification of Deferred Taxes” 9.4 1.9 7.5 At December 31, 2016, we had net operating loss carryforwards for federal income tax purposes of approximately $ 150.7 2020 2034 1,021 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 | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended |
Sep. 30, 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 chief operating decision makers, which we define as a collective group of senior executives, assess the performance of each operating segment and determine the appropriate allocations of resources to each segment. We continue to review our operating segment classifications to align with operational changes in our business and may make future changes as necessary. We measure and evaluate our operating segments based on operating income and operating expenses that do not include allocations of costs related to corporate functions, such as accounting and finance, human resources, legal, tax and treasury; nor do they include costs such as amortization, depreciation, taxes or interest expense. Changes to our operating segments did not impact the reporting units used to test non-amortizable assets for impairment. All prior periods presented 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. The table below presents financial information for each operating segment as of September 30, 2017 and 2016 based on the new composition of our operating segments: Unallocated Digital Corporate Broadcast Media Publishing Expenses Consolidated (Dollars in thousands) Three Months Ended September 30, 2017 Net revenue $ 48,424 $ 10,446 $ 6,563 $ $ 65,433 Operating expenses 37,040 8,169 6,686 4,233 56,128 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and net (gain) loss on the sale or disposal of assets $ 11,384 $ 2,277 $ (123) $ (4,233) $ 9,305 Depreciation 1,920 792 159 211 3,082 Amortization 11 860 264 1,135 Change in the estimated fair value of contingent earn-out consideration (12) (12) Net (gain) loss on the sale or disposal of assets 97 (2) 95 Net operating income (loss) $ 9,356 $ 637 $ (546) $ (4,442) $ 5,005 Three Months Ended September 30, 2016 Net revenue $ 51,052 $ 11,999 $ 8,221 $ $ 71,272 Operating expenses 37,434 9,172 8,020 4,147 58,773 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and net (gain) loss on the sale or disposal of assets $ 13,618 $ 2,827 $ 201 $ (4,147) $ 12,499 Depreciation 1,753 840 174 209 2,976 Amortization 22 1,091 228 1,341 Change in the estimated fair value of contingent earn-out consideration (13) (183) (196) Net (gain) loss on the sale or disposal of assets (633) 176 (457) Net operating income (loss) $ 12,476 $ 733 $ (18) $ (4,356) $ 8,835 Unallocated Digital Corporate Broadcast Media Publishing Expenses Consolidated (Dollars in thousands) Nine Months Ended September 30, 2017 Net revenue $ 145,479 $ 31,998 $ 19,048 $ $ 196,525 Operating expenses 108,807 25,241 18,705 13,183 165,936 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments and net (gain) loss on the sale or disposal of assets $ 36,672 6,757 $ 343 $ (13,183) $ 30,589 Depreciation 5,668 2,389 515 599 9,171 Amortization 46 2,494 879 1 3,420 Change in the estimated fair value of contingent earn-out consideration (54) (54) Impairment of indefinite-lived long-term assets other than goodwill 19 19 Net (gain) loss on the sale or disposal of assets (399) (9) (2) (410) Net operating income (loss) $ 31,357 $ 1,928 $ (1,061) $ (13,781) $ 18,443 Nine Months Ended September 30, 2016 Net revenue $ 149,768 $ 34,056 $ 19,802 $ $ 203,626 Operating expenses 109,455 26,815 19,951 11,928 168,149 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments and net (gain) loss on the sale or disposal of assets $ 40,313 $ 7,241 $ (149) $ (11,928) $ 35,477 Depreciation 5,431 2,392 489 638 8,950 Amortization 67 3,233 372 1 3,673 Change in the estimated fair value of contingent earn-out consideration (119) (339) (458) Impairment of long-lived assets 700 700 Net (gain) loss on the sale or disposal of assets (2,175) 182 (21) 6 (2,008) Net operating income (loss) $ 36,290 $ 1,553 $ (650) $ (12,573) $ 24,620 Digital Unallocated Broadcast Media Publishing Corporate Consolidated (Dollars in thousands) As of September 30, 2017 Inventories, net $ $ 327 $ 482 $ $ 809 Property and equipment, net 86,187 6,603 1,326 8,087 102,203 Broadcast licenses 388,720 388,720 Goodwill 3,594 20,946 1,888 8 26,436 Other indefinite-lived intangible assets 313 313 Amortizable intangible assets, net 361 10,720 3,190 5 14,276 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 | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 20. SUBSEQUENT EVENTS Subsequent events reflect all applicable transactions through the date of the filing. |
ACQUISITIONS AND RECENT TRANS27
ACQUISITIONS AND RECENT TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Summary of Business Acquisitions and Asset Purchased | A summary of our business acquisitions and asset purchases during the nine month period ended September 30, 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) September 15, 2017 Real property of radio station WSPZ-AM in Bethesda, Maryland (business acquisition) $ 1,500 August 31, 2017 TeacherTube.com (business acquisition) 1,100 August 31, 2017 Intelligence Reporter newsletter (business acquisition) July 24, 2017 FM Translator construction permit, Eaglemount, Washington (asset acquisition) 40 July 6, 2017 TradersCrux.com (business acquisition) 298 June 28, 2017 FM Translator construction permit, Festus, Missouri (asset acquisition) 40 June 8, 2017 Portuguese Bible Mobile Applications (business acquisition) 82 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 $ 3,423 |
Summary of Total Acquisition Consideration | The following table summarizes the total acquisition consideration for the nine month period ended September 30, 2017: Description Total Consideration (Dollars in thousands) Cash payments made upon closing $ 3,352 Escrow deposits paid in prior years 35 Present value of estimated fair value of contingent earn-out consideration 36 Total purchase price consideration $ 3,423 |
Total Acquisition Consideration Allocated | The fair value of the net assets acquired was allocated as follows: Net Broadcast Net Digital Media Total Net Assets Acquired Assets Acquired Assets Acquired (Dollars in thousands) Assets Property and equipment $ 1,487 $ 479 $ 1,966 Broadcast licenses 198 198 Goodwill 13 810 823 Customer lists and contracts 314 314 Domain and brand names 647 647 Subscriber base and lists 2,316 2,316 Non-compete agreements 11 11 $ 1,698 $ 4,577 $ 6,275 Liabilities Deferred revenue $ (2,852) (2,852) $ 1,698 $ 1,725 $ 3,423 |
CONTINGENT EARN-OUT CONSIDERA28
CONTINGENT EARN-OUT CONSIDERATION (Tables) | 9 Months Ended |
Sep. 30, 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 and nine month periods ended September 30, 2017 and 2016: Three Months Ended September 30, 2017 Short-Term Long-Term Accrued Expenses Other Liabilities Total (Dollars in thousands) Beginning Balance as of July 1, 2017 $ 31 $ $ 31 Acquisitions 19 19 Accretion of acquisition-related contingent earn-out consideration Change in the estimated fair value of contingent earn-out consideration (12) (12) Reclassification of payments due in next 12 months to short-term Payments Ending Balance as of September 30, 2017 $ 38 $ $ 38 Three Months Ended September 30, 2016 Short-Term Long-Term Accrued Expenses Other Liabilities Total (Dollars in thousands) Beginning Balance as of July 1, 2016 $ 441 $ $ 441 Acquisitions 66 66 Accretion of acquisition-related contingent earn-out consideration 5 5 Change in the estimated fair value of contingent earn-out consideration (196) (196) Reclassification of payments due in next 12 months to short-term Payments (11) (11) Ending Balance as of September 30, 2016 $ 305 $ $ 305 Nine Months Ended September 30, 2017 Short-Term Long-Term Accrued Expenses Other Liabilities Total (Dollars in thousands) Beginning Balance as of January 1, 2017 $ 66 $ $ 66 Acquisitions 36 36 Accretion of acquisition-related contingent earn-out consideration 4 4 Change in the estimated fair value of contingent earn-out consideration (54) (54) Reclassification of payments due in next 12 months to short-term Payments (14) (14) Ending Balance as of September 30, 2017 $ 38 $ $ 38 Nine Months Ended September 30, 2016 Short-Term Long-Term Accrued Expenses Other Liabilities Total (Dollars in thousands) Beginning Balance as of January 1, 2016 $ 173 $ 602 $ 775 Acquisitions 66 66 Accretion of acquisition-related contingent earn-out consideration 13 8 21 Change in the estimated fair value of contingent earn-out consideration (404) (54) (458) Reclassification of payments due in next 12 months to short-term 556 (556) Payments (99) (99) Ending Balance as of September 30, 2016 $ 305 $ $ 305 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory on hand by segment | The following table provides details of inventory on hand by segment: As of December 31, 2016 As of September 30, 2017 (Dollars in thousands) Regnery Publishing book inventories $ 2,473 $ 2,026 Reserve for obsolescence Regnery Publishing (2,104) (1,544) Inventory, net - Regnery Publishing 369 482 Wellness products $ 423 $ 394 Reserve for obsolescence Wellness products (122) (67) Inventory, net - Wellness products 301 327 Consolidated inventories, net $ 670 $ 809 |
BROADCAST LICENSES (Tables)
BROADCAST LICENSES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in broadcasting licenses | The following table presents the changes in broadcasting licenses that include capital projects and acquisitions of radio stations and FM translators as discussed in Note 4 of our Condensed Consolidated financial statements. Twelve Months Ended Nine Months Ended Broadcast Licenses December 31, 2016 September 30, 2017 (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 and construction permits 1,645 198 Capital projects to improve broadcast signal and strength 307 5 Impairments based on estimated fair value of broadcast licenses (6,540) Balance, end of period before cumulative loss on impairment 494,058 494,261 Accumulated loss on impairment (105,541) (105,541) Balance, end of period after cumulative loss on impairment $ 388,517 $ 388,720 |
GOODWILL (Tables)
GOODWILL (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill | The following table presents the changes in goodwill including acquisitions as discussed in Note 4 of our Condensed Consolidated financial statements. Twelve Months Ended Nine Months Ended Goodwill December 31, 2016 September 30, 2017 (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 and broadcast businesses 13 Acquisitions of digital media entities 237 810 Acquisitions of publishing entities 845 Impairment charge during year (32) Balance, end of period before cumulative loss on impairment 27,642 28,465 Accumulated loss on impairment (2,029) (2,029) Ending period balance $ 25,613 $ 26,436 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2017 (Dollars in thousands) Land $ 32,402 $ 33,008 Buildings 29,070 29,018 Office furnishings and equipment 37,386 37,135 Office furnishings and equipment under capital lease obligations 228 244 Antennae, towers and transmitting equipment 84,144 85,450 Antennae, towers and transmitting equipment under capital lease obligations 795 795 Studio, production and mobile equipment 28,668 29,322 Computer software and website development costs 20,042 22,756 Record and tape libraries 27 27 Automobiles 1,373 1,342 Leasehold improvements 14,696 18,626 Construction-in-progress 9,983 6,328 $ 258,814 $ 264,051 Less accumulated depreciation (156,024) (161,848) $ 102,790 $ 102,203 |
AMORTIZABLE INTANGIBLE ASSETS (
AMORTIZABLE INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2017 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 22,865 $ (20,681) $ 2,184 Domain and brand names 20,109 (14,139) 5,970 Favorable and assigned leases 2,379 (2,018) 361 Subscriber base and lists 8,797 (4,402) 4,395 Author relationships 2,771 (2,171) 600 Non-compete agreements 2,029 (1,263) 766 Other amortizable intangible assets 1,333 (1,333) $ 60,283 $ (46,007) $ 14,276 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 | 1.1 1.4 3.4 3.7 Year Ended December 31, Amortization Expense (Dollars in thousands) 2017 (Oct Dec) $ 1,173 2018 4,576 2019 4,006 2020 2,714 2021 1,159 Thereafter 648 Total $ 14,276 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Long-Term Debt | Long-term debt consisted of the following: As of December 31, 2016 As of September 30, 2017 (Dollars in thousands) 6.75% Senior Secured Notes $ $ 255,000 Less unamortized debt issuance costs based on imputed interest rate of 7.08% (6,004) 6.75% Senior Secured Notes net carrying value 248,996 Asset-Based Revolving Credit Facility principal outstanding 6,629 Term Loan B principal amount 263,000 Less unamortized discount and debt issuance costs based on imputed interest rate of 4.78% (2,371) Term Loan B net carrying value 260,629 Revolver principal outstanding 477 Capital leases and other loans 568 491 Long-term debt and capital lease obligations less unamortized debt issuance costs 261,674 256,116 Less current portion (590) (6,741) Long-term debt and capital lease obligations less unamortized debt issuance costs, net of current portion $ 261,084 $ 249,375 |
Principle Repayment Requirements Under Long Term Agreements Outstanding | Principal repayment requirements under all long-term debt agreements outstanding at September 30, 2017 for each of the next five years and thereafter are as follows: Amount For the Twelve Months Ended September 30, (Dollars in thousands) 2018 $ 6,741 2019 108 2020 107 2021 121 2022 43 Thereafter 255,000 $ 262,120 |
Term B Loan [Member] | |
Repayments of Term Loan B | The following payments or prepayments of the Term Loan B were made during the year ended December 31, 2016 and through the date of the termination, including interest through the payment date as follows: Date Principal Paid Unamortized Discount (Dollars in Thousands) May 19, 2017 $ 258,000 $ 550 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) | 9 Months Ended |
Sep. 30, 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 and nine month periods ended September 30, 2017 and 2016: Three Months Ended Nine Months Ended September 30, September 30, 2016 2017 2016 2017 (Dollars in thousands) Stock option compensation expense included in corporate expenses $ 94 $ 27 $ 296 $ 126 Restricted stock shares compensation expense included in corporate expenses 225 24 1,100 Stock option compensation expense included in broadcast operating expenses 19 7 67 41 Restricted stock shares compensation expense included in broadcast operating expenses 224 Stock option compensation expense included in digital media operating expenses 12 6 51 25 Restricted stock shares compensation expense included in digital media operating expenses 124 Stock option compensation expense included in publishing operating expenses 9 3 20 17 Restricted stock shares compensation expense included in publishing operating expenses 36 Total stock-based compensation expense, pre-tax $ 134 $ 268 $ 458 $ 1,693 Tax benefit (expense) for stock-based compensation expense (54) (107) (183) (677) Total stock-based compensation expense, net of tax $ 80 $ 161 $ 275 $ 1,016 |
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 and nine month periods ended September 30, 2016: Three Months Ended Nine Months Ended September 30, 2016 September 30, 2016 Expected volatility n/a 47.03 % Expected dividends n/a 5.36 % Expected term (in years) n/a 7.4 Risk-free interest rate n/a 1.64 % |
Schedule of Stock Option Activity | Activity with respect to the company’s option awards during the nine month period ended September 30, 2017 is as follows: Weighted Average Aggregate Weighted Average Weighted Average Remaining Contractual Intrinsic Options Shares Exercise Price Grant Date Fair Value Term 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 (122,413) 4.09 2.04 Forfeited or expired (143,125) 5.85 2.99 Outstanding at September 30, 2017 1,454,462 $ 5.18 $ 2.95 3.9 years $ 2,292 Exercisable at September 30, 2017 954,959 $ 5.63 $ 3.76 2.9 years $ 1,146 Expected to Vest 474,278 $ 5.19 $ 2.97 3.9 years $ 1,115 |
Schedule of Information Regarding Restricted Stock Activity | Activity with respect to the company’s restricted stock awards during the nine month period ended September 30, 2017 is as follows: Weighted Average Weighted Average Remaining Aggregate Restricted Stock Awards Shares Grant Date Fair Value Contractual Term Intrinsic Value (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value) Outstanding at January 1, 2017 $ $ Granted 211,658 7.01 0.2 years 1,484 Lapse of restrictions (178,592) 7.05 1,259 Forfeited Outstanding at September 30, 2017 33,066 $ 6.80 0.2 years $ 225 |
EQUITY TRANSACTIONS (Tables)
EQUITY TRANSACTIONS (Tables) | 9 Months Ended |
Sep. 30, 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: Cash Distributed Announcement Date Payment Date Amount Per Share (in thousands) September 12, 2017 September 29, 2017 $ 0.0650 $ 1,701 June 1, 2017 June 30, 2017 $ 0.0650 $ 1,697 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) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | As of December 31, 2016 As of September 30, 2017 (Dollars in thousands) Fair value of interest rate swap $ 514 $ |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 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: September 30, 2017 Total Fair Value and Carrying Value on Balance Fair Value Measurement Category Sheet 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 38 38 Long-term debt and capital lease obligations less unamortized debt issuance costs 256,116 256,116 |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Data | The table below presents financial information for each operating segment as of September 30, 2017 and 2016 based on the new composition of our operating segments: Unallocated Digital Corporate Broadcast Media Publishing Expenses Consolidated (Dollars in thousands) Three Months Ended September 30, 2017 Net revenue $ 48,424 $ 10,446 $ 6,563 $ $ 65,433 Operating expenses 37,040 8,169 6,686 4,233 56,128 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and net (gain) loss on the sale or disposal of assets $ 11,384 $ 2,277 $ (123) $ (4,233) $ 9,305 Depreciation 1,920 792 159 211 3,082 Amortization 11 860 264 1,135 Change in the estimated fair value of contingent earn-out consideration (12) (12) Net (gain) loss on the sale or disposal of assets 97 (2) 95 Net operating income (loss) $ 9,356 $ 637 $ (546) $ (4,442) $ 5,005 Three Months Ended September 30, 2016 Net revenue $ 51,052 $ 11,999 $ 8,221 $ $ 71,272 Operating expenses 37,434 9,172 8,020 4,147 58,773 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and net (gain) loss on the sale or disposal of assets $ 13,618 $ 2,827 $ 201 $ (4,147) $ 12,499 Depreciation 1,753 840 174 209 2,976 Amortization 22 1,091 228 1,341 Change in the estimated fair value of contingent earn-out consideration (13) (183) (196) Net (gain) loss on the sale or disposal of assets (633) 176 (457) Net operating income (loss) $ 12,476 $ 733 $ (18) $ (4,356) $ 8,835 Unallocated Digital Corporate Broadcast Media Publishing Expenses Consolidated (Dollars in thousands) Nine Months Ended September 30, 2017 Net revenue $ 145,479 $ 31,998 $ 19,048 $ $ 196,525 Operating expenses 108,807 25,241 18,705 13,183 165,936 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments and net (gain) loss on the sale or disposal of assets $ 36,672 6,757 $ 343 $ (13,183) $ 30,589 Depreciation 5,668 2,389 515 599 9,171 Amortization 46 2,494 879 1 3,420 Change in the estimated fair value of contingent earn-out consideration (54) (54) Impairment of indefinite-lived long-term assets other than goodwill 19 19 Net (gain) loss on the sale or disposal of assets (399) (9) (2) (410) Net operating income (loss) $ 31,357 $ 1,928 $ (1,061) $ (13,781) $ 18,443 Nine Months Ended September 30, 2016 Net revenue $ 149,768 $ 34,056 $ 19,802 $ $ 203,626 Operating expenses 109,455 26,815 19,951 11,928 168,149 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments and net (gain) loss on the sale or disposal of assets $ 40,313 $ 7,241 $ (149) $ (11,928) $ 35,477 Depreciation 5,431 2,392 489 638 8,950 Amortization 67 3,233 372 1 3,673 Change in the estimated fair value of contingent earn-out consideration (119) (339) (458) Impairment of long-lived assets 700 700 Net (gain) loss on the sale or disposal of assets (2,175) 182 (21) 6 (2,008) Net operating income (loss) $ 36,290 $ 1,553 $ (650) $ (12,573) $ 24,620 Digital Unallocated Broadcast Media Publishing Corporate Consolidated (Dollars in thousands) As of September 30, 2017 Inventories, net $ $ 327 $ 482 $ $ 809 Property and equipment, net 86,187 6,603 1,326 8,087 102,203 Broadcast licenses 388,720 388,720 Goodwill 3,594 20,946 1,888 8 26,436 Other indefinite-lived intangible assets 313 313 Amortizable intangible assets, net 361 10,720 3,190 5 14,276 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 OT40
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Goodwill And Other Intangible Assets [Line Items] | ||||
Percentage Of Intangible Assets | 71.00% | |||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 0 | $ 0 | $ 19,000 | $ 0 |
Broadcast Licenses [Member] | ||||
Goodwill And Other Intangible Assets [Line Items] | ||||
Percentage Of Indefinite Lived Intangible Assets | 94.00% | |||
Mastheads [Member] | ||||
Goodwill And Other Intangible Assets [Line Items] | ||||
Percentage Of Indefinite Lived Intangible Assets | 6.00% | |||
Media Content [Member] | ||||
Goodwill And Other Intangible Assets [Line Items] | ||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 19,000 |
IMPAIRMENT OF LONG-LIVED ASSE41
IMPAIRMENT OF LONG-LIVED ASSETS (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended |
May 30, 2017 | Sep. 30, 2017 | |
Impairment Of Long Lived Assets [Line Items] | ||
Proceeds from Sale of Intangible Assets | $ 10,000 | $ 1,900,000 |
ACQUISITIONS AND RECENT TRANS42
ACQUISITIONS AND RECENT TRANSACTIONS (Details) - USD ($) | Jun. 08, 2017 | Mar. 14, 2017 | Mar. 01, 2017 | Jan. 06, 2017 | Jan. 16, 2017 | Sep. 30, 2017 |
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred, Total | $ 65,000 | $ 3,423,000 | ||||
FM Translator construction permit, Festus, Missouri (asset acquisition) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred, Total | $ 40,000 | |||||
Business Acquisition, Effective Date of Acquisition | Jun. 28, 2017 | |||||
Portuguese Bible Mobile Applications (business acquisition) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred, Total | $ 82,000 | |||||
Business Acquisition, Effective Date of Acquisition | Jun. 8, 2017 | |||||
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 | |||||
Real property of radio station WSPZ-AM in Bethesda, Maryland (business acquisition) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred, Total | $ 1,500,000 | |||||
Business Acquisition, Effective Date of Acquisition | Sep. 15, 2017 | |||||
TeacherTube.com (business acquisition) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred, Total | $ 1,100,000 | |||||
Business Acquisition, Effective Date of Acquisition | Aug. 31, 2017 | |||||
Intelligence Reporter newsletter (business acquisition) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred, Total | $ 0 | |||||
Business Acquisition, Effective Date of Acquisition | Aug. 31, 2017 | |||||
FM Translator construction permit, Eaglemount, Washington (asset acquisition) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred, Total | $ 40,000 | |||||
Business Acquisition, Effective Date of Acquisition | Jul. 24, 2017 | |||||
TradersCrux.com (business acquisition) [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Consideration Transferred, Total | $ 298,000 | |||||
Business Acquisition, Effective Date of Acquisition | Jul. 6, 2017 |
ACQUISITIONS AND RECENT TRANS43
ACQUISITIONS AND RECENT TRANSACTIONS (Details 1) $ in Thousands | Sep. 30, 2017USD ($) |
Business Acquisition [Line Items] | |
Cash payments made upon closing | $ 3,352 |
Escrow deposits paid in prior years | 35 |
Present value of estimated fair value of contingent earn-out consideration | 36 |
Total purchase price consideration | $ 3,423 |
ACQUISITIONS AND RECENT TRANS44
ACQUISITIONS AND RECENT TRANSACTIONS (Details 2) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | |||
Goodwill | $ 26,436 | $ 25,613 | $ 24,563 |
Broadcast And Digital Media Total Assets Acquired [Member] | |||
Assets | |||
Property and equipment | 1,966 | ||
Broadcast licenses | 198 | ||
Goodwill | 823 | ||
Customer lists and contracts | 314 | ||
Domain and brand names | 647 | ||
Subscriber base and lists | 2,316 | ||
Non-compete agreements | 11 | ||
Total purchase price consideration | 6,275 | ||
Liabilities | |||
Deferred revenue | (2,852) | ||
Total | 3,423 | ||
Broadcast [Member] | |||
Assets | |||
Property and equipment | 1,487 | ||
Broadcast licenses | 198 | ||
Goodwill | 13 | ||
Customer lists and contracts | 0 | ||
Domain and brand names | 0 | ||
Subscriber base and lists | 0 | ||
Non-compete agreements | 0 | ||
Total purchase price consideration | 1,698 | ||
Liabilities | |||
Deferred revenue | 0 | ||
Total | 1,698 | ||
Digital Media [Member] | |||
Assets | |||
Property and equipment | 479 | ||
Broadcast licenses | 0 | ||
Goodwill | 810 | ||
Customer lists and contracts | 314 | ||
Domain and brand names | 647 | ||
Subscriber base and lists | 2,316 | ||
Non-compete agreements | 11 | ||
Total purchase price consideration | 4,577 | ||
Liabilities | |||
Deferred revenue | (2,852) | ||
Total | $ 1,725 |
ACQUISITIONS AND RECENT TRANS45
ACQUISITIONS AND RECENT TRANSACTIONS (Details Textual) - USD ($) | Aug. 09, 2017 | Jul. 06, 2017 | Jun. 08, 2017 | Mar. 14, 2017 | Mar. 01, 2017 | Jan. 06, 2017 | Sep. 15, 2017 | Aug. 31, 2017 | Jun. 30, 2017 | May 30, 2017 | May 19, 2017 | Mar. 31, 2017 | Mar. 24, 2017 | Feb. 28, 2017 | Jan. 30, 2017 | Jan. 16, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Jul. 24, 2017 | Jun. 28, 2017 | Mar. 15, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 01, 2015 |
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||
Gains (Losses) on Extinguishment of Debt, Total | $ 600,000 | $ 0 | $ (18,000) | $ (2,775,000) | $ (32,000) | ||||||||||||||||||||||
Amortization of Financing Costs | $ 18,000 | 645,000 | 475,000 | ||||||||||||||||||||||||
Dividends Payable, Date Declared | Sep. 12, 2017 | ||||||||||||||||||||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.0650 | $ 0.0650 | $ 0.0650 | ||||||||||||||||||||||||
Payments of Ordinary Dividends, Common Stock | $ 1,700,000 | $ 1,700,000 | $ 1,700,000 | 5,089,000 | 5,000,000 | ||||||||||||||||||||||
Dividends Payable, Date to be Paid | Sep. 29, 2017 | ||||||||||||||||||||||||||
Dividends Payable, Date of Record | Sep. 22, 2017 | ||||||||||||||||||||||||||
Business Combination, Consideration Transferred, Total | $ 65,000 | 3,423,000 | |||||||||||||||||||||||||
Goodwill | $ 26,436,000 | 26,436,000 | $ 25,613,000 | $ 24,563,000 | |||||||||||||||||||||||
Proceeds from Sale of Intangible Assets | $ 10,000 | $ 1,900,000 | |||||||||||||||||||||||||
Gain (Loss) on Disposition of Intangible Assets | $ 56,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.58% | 4.58% | |||||||||||||||||||||||||
Proceeds from Collection of Lease Receivables | $ 600,000 | ||||||||||||||||||||||||||
Business Combination Recognized Identifiable Assets Increase or Decrease | $ 100,000 | $ 300,000 | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 211,658 | ||||||||||||||||||||||||||
Proceeds of Escrow Deposit Under Agreement To Sell | $ 1,000,000 | ||||||||||||||||||||||||||
Restricted Stock [Member] | Executive [Member] | |||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 33,066 | ||||||||||||||||||||||||||
Restricted Stock [Member] | Management [Member] | |||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 178,592 | ||||||||||||||||||||||||||
Standby Letters of Credit [Member] | |||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 5,000,000 | ||||||||||||||||||||||||||
Senior Secured Debt [Member] | |||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 255,000,000 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.75% | ||||||||||||||||||||||||||
Debt Instrument expiration Period | 2,024 | ||||||||||||||||||||||||||
Asset-Based Revoloving Credit Facility [Member] | |||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 30,000,000 | ||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 4,500,000 | $ 6,600,000 | $ 6,600,000 | ||||||||||||||||||||||||
Revolver [Member] | |||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||
Payments for Loans | 4,100,000 | ||||||||||||||||||||||||||
Gains (Losses) on Extinguishment of Debt, Total | 56,000 | ||||||||||||||||||||||||||
Long-term Line of Credit, Noncurrent | 25,000,000 | ||||||||||||||||||||||||||
Term B Loan [Member] | |||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||
Payments for Loans | 258,000,000 | 3,000,000 | $ 2,000,000 | ||||||||||||||||||||||||
Debt Instrument, Face Amount | 300,000,000 | ||||||||||||||||||||||||||
Gains (Losses) on Extinguishment of Debt, Total | 1,500,000 | $ 6,200 | 4,500 | ||||||||||||||||||||||||
Amortization of Financing Costs | $ 12,000 | ||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000,000 | 300,000,000 | |||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Swingline Loans [Member] | |||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 7,500,000 | ||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
FM translator in Festus, Missouri [Member] | |||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | $ 40,000 | $ 40,000 | |||||||||||||||||||||||||
Portuguese Bible mobile application Assets Purchase [Member] | |||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||
Business Combination, Consideration Transferred, Total | 65,000 | ||||||||||||||||||||||||||
Business Combination, Contingent Consideration, Liability, Current | 20,000 | ||||||||||||||||||||||||||
Estimated Contingent Earn-out Consideration | $ 16,500 | $ 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 | ||||||||||||||||||||||||||
Business Acquisition Installments Payable | $ 15,000 | ||||||||||||||||||||||||||
Radio Station WSPZ-AM [Member] | |||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||
Business Combination, Consideration Transferred, Total | $ 1,500,000 | ||||||||||||||||||||||||||
Goodwill | 13,000 | ||||||||||||||||||||||||||
TeacherTube.com Website [Member] | |||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||
Business Combination, Consideration Transferred, Total | 1,100,000 | ||||||||||||||||||||||||||
Goodwill | 400,000 | ||||||||||||||||||||||||||
Intelligence Report Newsletter [Member] | |||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||
Goodwill | 400,000 | ||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets, Total | 2,500,000 | ||||||||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities, Current | $ 2,900,000 | ||||||||||||||||||||||||||
TradersCrux.com Website [Member] | |||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||
Business Combination, Consideration Transferred, Total | $ 300,000 | ||||||||||||||||||||||||||
Goodwill | 900 | ||||||||||||||||||||||||||
Business Combination, Contingent Consideration, Liability, Current | 100,000 | ||||||||||||||||||||||||||
Estimated Contingent Earn-out Consideration | $ 18,750 | ||||||||||||||||||||||||||
WSPZ-AM in Bethesda, Maryland Assets purchase [Member] | |||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||||
Business Combination, Consideration Transferred, Total | $ 600,000 |
CONTINGENT EARN-OUT CONSIDERA46
CONTINGENT EARN-OUT CONSIDERATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition, Contingent Consideration [Line Items] | |||||
Beginning Balance as of July 1, 2017 | $ 31 | $ 441 | $ 66 | $ 66 | $ 775 |
Acquisitions | 19 | 66 | 36 | 66 | |
Accretion of acquisition-related contingent earn-out consideration | 0 | 5 | 4 | 21 | |
Change in the estimated fair value of contingent earn-out consideration | (12) | (196) | (54) | (458) | |
Reclassification of payments due in next 12 months to short-term | 0 | 0 | 0 | 0 | |
Payments | 0 | (11) | (14) | (99) | |
Ending Balance as of September 30, 2017 | 38 | 305 | 31 | 38 | 305 |
Short-Term Accrued Expenses [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Beginning Balance as of July 1, 2017 | 31 | 441 | 66 | 66 | 173 |
Acquisitions | 19 | 66 | 36 | 66 | |
Accretion of acquisition-related contingent earn-out consideration | 0 | 5 | 4 | 13 | |
Change in the estimated fair value of contingent earn-out consideration | (12) | (196) | (54) | (404) | |
Reclassification of payments due in next 12 months to short-term | 0 | 0 | 0 | 556 | |
Payments | 0 | (11) | (14) | (99) | |
Ending Balance as of September 30, 2017 | 38 | 305 | 31 | 38 | 305 |
Long-Term Other Liabilities [Member] | |||||
Business Acquisition, Contingent Consideration [Line Items] | |||||
Beginning Balance as of July 1, 2017 | 0 | 0 | 0 | 0 | 602 |
Acquisitions | 0 | 0 | 0 | 0 | |
Accretion of acquisition-related contingent earn-out consideration | 0 | 0 | 0 | 8 | |
Change in the estimated fair value of contingent earn-out consideration | 0 | 0 | 0 | (54) | |
Reclassification of payments due in next 12 months to short-term | 0 | 0 | 0 | (556) | |
Payments | 0 | 0 | 0 | 0 | |
Ending Balance as of September 30, 2017 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
CONTINGENT EARN-OUT CONSIDERA47
CONTINGENT EARN-OUT CONSIDERATION (Details Textual) - USD ($) | Jul. 06, 2017 | Jun. 08, 2017 | May 06, 2015 | Feb. 06, 2015 | Jan. 10, 2014 | Sep. 13, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Sep. 13, 2016 |
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||||
Business Combination, Contingent Consideration Arrangements Payment | $ 0 | $ (11,000) | $ (14,000) | $ (99,000) | |||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (12,000) | $ (196,000) | (54,000) | $ (458,000) | |||||||||
Business Combination, Consideration Transferred, Total | $ 65,000 | 3,423,000 | |||||||||||
Bryan Perry Newsletters (business acquisition) [Member] | |||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||||
Business Combination, Contingent Consideration Arrangements Payment | $ 14,000 | $ 91,000 | |||||||||||
Business Combination Liabilities Arising From Contingencies Amount Recognized Discounted Present Value | $ 158,000 | ||||||||||||
Business Combination, Contingent Consideration, Liability | $ 171,000 | ||||||||||||
Contingent Earn Out Consideration Due To Seller Net Subscriber Revenues Percentage | 50.00% | ||||||||||||
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, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 4,000 | ||||||||||||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | $ 165,000 | 165,000 | 165,000 | ||||||||||
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 | 74,000 | |||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 14,000 | 53,000 | |||||||||||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | 74,000 | ||||||||||||
Business Combination, Contingent Consideration, Discounted Present Value | $ 66,000 | ||||||||||||
Portuguese Bible mobile application Assets Purchase [Member] | |||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 1,700 | ||||||||||||
Business Combination, Contingent Consideration, Liability | 20,000 | ||||||||||||
Business Combination, Consideration Transferred, Total | 65,000 | ||||||||||||
Estimated Contingent Earn-out Consideration | $ 16,500 | $ 20,000 | $ 20,000 | ||||||||||
TradersCrux.com [Member] | |||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||||
Business Combination, Contingent Consideration Arrangements Payment | 100,000 | ||||||||||||
Business Combination, Contingent Consideration, Liability | $ 100,000 | $ 100,000 | |||||||||||
Payments to Acquire Businesses, Gross | $ 300,000 | ||||||||||||
Business Combination, Consideration Transferred, Total | 300,000 | ||||||||||||
Estimated Contingent Earn-out Consideration | $ 18,750 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Reserve for obsolescence | $ (1,611) | $ (2,226) |
Inventories, net | 809 | 670 |
Regnery Publishing [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | 2,026 | 2,473 |
Reserve for obsolescence | (1,544) | (2,104) |
Inventories, net | 482 | 369 |
Wellness Products [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | 394 | 423 |
Reserve for obsolescence | (67) | (122) |
Inventories, net | $ 327 | $ 301 |
BROADCAST LICENSES (Details)
BROADCAST LICENSES (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 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 | 5 | 307 |
Impairments based on estimated fair value of broadcast licenses | 0 | (6,540) |
Balance, end of period before cumulative loss on impairment | 494,261 | 494,058 |
Accumulated loss on impairment | (105,541) | (105,541) |
Balance, end of period after cumulative loss on impairment | 388,720 | 388,517 |
Radio Stations [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Acquisitions | 0 | 74 |
FM Translators [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Acquisitions | $ 198 | $ 1,645 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 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 | 28,465 | 27,642 |
Accumulated loss on impairment | (2,029) | (2,029) |
Ending period balance | 26,436 | 25,613 |
Radio Stations [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 13 | 0 |
Digital Media Entities [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 810 | 237 |
Publishing Entities [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | $ 0 | $ 845 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment, Gross, Total | $ 264,051 | $ 258,814 |
Less accumulated depreciation | (161,848) | (156,024) |
Property, Plant and Equipment, Net, Total | 102,203 | 102,790 |
Land [Member] | ||
Property, Plant and Equipment, Gross, Total | 33,008 | 32,402 |
Building [Member] | ||
Property, Plant and Equipment, Gross, Total | 29,018 | 29,070 |
Office furnishings and equipment [Member] | ||
Property, Plant and Equipment, Gross, Total | 37,135 | 37,386 |
Office Furnishings And Equipment Under Capital Lease Obligations [Member] | ||
Property, Plant and Equipment, Gross, Total | 244 | 228 |
Antennae, towers and transmitting equipment [Member] | ||
Property, Plant and Equipment, Gross, Total | 85,450 | 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 | 29,322 | 28,668 |
Computer Software [Member] | ||
Property, Plant and Equipment, Gross, Total | 22,756 | 20,042 |
Record and tape libraries [Member] | ||
Property, Plant and Equipment, Gross, Total | 27 | 27 |
Automobiles [Member] | ||
Property, Plant and Equipment, Gross, Total | 1,342 | 1,373 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Gross, Total | 18,626 | 14,696 |
Construction in Progress [Member] | ||
Property, Plant and Equipment, Gross, Total | $ 6,328 | $ 9,983 |
PROPERTY AND EQUIPMENT (Detai52
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Depreciation, Total | $ 3,100,000 | $ 3,000,000 | $ 9,200,000 | $ 9,000,000 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 161,848,000 | 161,848,000 | $ 156,024,000 | ||
Capital Lease [Member] | |||||
Depreciation, Total | 10,000 | $ 11,000 | 30,000 | $ 32,000 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 176,000 | $ 176,000 | $ 146,000 |
AMORTIZABLE INTANGIBLE ASSETS53
AMORTIZABLE INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 60,283 | $ 58,896 |
Accumulated Amortization | (46,007) | (44,488) |
Net | 14,276 | 14,408 |
Customer lists and contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 22,865 | 22,599 |
Accumulated Amortization | (20,681) | (20,070) |
Net | 2,184 | 2,529 |
Domain and brand names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 20,109 | 19,821 |
Accumulated Amortization | (14,139) | (12,970) |
Net | 5,970 | 6,851 |
Favorable and assigned leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,379 | 2,379 |
Accumulated Amortization | (2,018) | (1,972) |
Net | 361 | 407 |
Subscriber base and lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 8,797 | 7,972 |
Accumulated Amortization | (4,402) | (5,304) |
Net | 4,395 | 2,668 |
Author Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,771 | 2,771 |
Accumulated Amortization | (2,171) | (1,824) |
Net | 600 | 947 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,029 | 2,018 |
Accumulated Amortization | (1,263) | (1,012) |
Net | 766 | 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 ASSETS54
AMORTIZABLE INTANGIBLE ASSETS (Details 1) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
2017 (Oct - Dec) | $ 1,173 | |
2,018 | 4,576 | |
2,019 | 4,006 | |
2,020 | 2,714 | |
2,021 | 1,159 | |
Thereafter | 648 | |
Net | $ 14,276 | $ 14,408 |
AMORTIZABLE INTANGIBLE ASSETS55
AMORTIZABLE INTANGIBLE ASSETS (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 1.1 | $ 1.4 | $ 3.4 | $ 3.7 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||||||
May 19, 2017 | 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 | $ 258,000 | $ 3,000 | $ 2,000 | $ 5,000 | $ 1,000 | $ 1,500 | $ 441 | $ 750 | $ 809 |
Unamortized Discount | $ 550 | $ 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) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Long Term Debt And Capital Lease Obligations Current And Noncurrent | $ 262,120 | |
Long-term debt and capital lease obligations less unamortized debt issuance costs | 256,116 | $ 261,674 |
Less current portion | (6,741) | (590) |
Long-term debt and capital lease obligations less unamortized debt issuance costs, net of current portion | 249,375 | 261,084 |
Senior Secured Debt [Member] | ||
Long Term Debt And Capital Lease Obligations Current And Noncurrent | 255,000 | 0 |
Less unamortized discount and debt issuance costs based on an imputed interest rate | (6,004) | 0 |
Long-term Debt | 248,996 | 0 |
Asset-Based Revoloving Credit Facility [Member] | ||
Long-term Debt | 6,629 | 0 |
Term B Loan [Member] | ||
Long Term Debt And Capital Lease Obligations Current And Noncurrent | 0 | 263,000 |
Less unamortized discount and debt issuance costs based on an imputed interest rate | 0 | (2,371) |
Long-term Debt | 0 | 260,629 |
Revolver [Member] | ||
Long Term Debt And Capital Lease Obligations Current And Noncurrent | 0 | 477 |
Capital Lease Obligations And Other [Member] | ||
Long Term Debt And Capital Lease Obligations Current And Noncurrent | $ 491 | $ 568 |
LONG-TERM DEBT (Details 2)
LONG-TERM DEBT (Details 2) $ in Thousands | Sep. 30, 2017USD ($) |
2,018 | $ 6,741 |
2,019 | 108 |
2,020 | 107 |
2,021 | 121 |
2,022 | 43 |
Thereafter | 255,000 |
Long-term debt | $ 262,120 |
LONG-TERM DEBT (Details Textual
LONG-TERM DEBT (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
May 19, 2017 | Feb. 28, 2017 | Jan. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Interest Expense, Debt | $ 0 | $ 140,000 | $ 203,000 | $ 423,000 | ||||
Amortization of Financing Costs | $ 18,000 | 645,000 | 475,000 | |||||
Gains (Losses) on Extinguishment of Debt, Total | $ 600,000 | 0 | (18,000) | (2,775,000) | (32,000) | |||
Interest Payable, Current | $ 6,481,000 | $ 6,481,000 | $ 77,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 4.58% | 4.58% | ||||||
Debt Instrument, Redemption, Period One [Member] | ||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||||
Debt Instrument, Redemption, Period Two [Member] | ||||||||
Debt Instrument, Redemption Price, Percentage | 106.75% | |||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 35.00% | |||||||
Debt Instrument, Redemption, Period Three [Member] | ||||||||
Debt Instrument, Redemption Price, Percentage | 103.00% | |||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 10.00% | |||||||
Standby Letters of Credit [Member] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000,000 | |||||||
Swingline Loans [Member] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 7,500,000 | |||||||
Revolver [Member] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | $ 25,000,000 | ||||||
Senior Secured Debt [Member] | ||||||||
Interest Expense, Debt | 17,200,000 | |||||||
Debt Instrument, Face Amount | $ 255,000,000 | |||||||
Interest Payable, Current | 6,400,000 | 6,400,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.75% | |||||||
Debt Related Commitment Fees and Debt Issuance Costs | 200,000 | 300,000 | ||||||
Unamortized Debt Issuance Expense | 6,004,000 | 6,004,000 | 0 | |||||
Debt Instrument, Debt Default, Description of Violation or Event of Default | The Indenture provides for the following events of default (each, an Event of Default): (i) default in payment of principal or premium on the Notes at maturity, upon repurchase, acceleration, optional redemption or otherwise; (ii) default for 30 days in payment of interest on the Notes; (iii) the failure by us or certain restricted subsidiaries to comply with other agreements in the Indenture or the Notes, in certain cases subject to notice and lapse of time; (iv) the failure of any guarantee by certain significant Subsidiary Guarantors to be in full force and effect and enforceable in accordance with its terms, subject to notice and lapse of time; (v) certain accelerations (including failure to pay within any grace period) of other indebtedness of ours or any restricted subsidiary if the amount accelerated (or so unpaid) is at least $15 million; (vi) certain judgments for the payment of money in excess of $15 million; (vii) certain events of bankruptcy or insolvency with respect to us or any significant subsidiary; and (vii) certain defaults with respect to any collateral having a fair market value in excess of $15 million. | |||||||
Debt Instrument, Debt Default, Percentage | 25.00% | |||||||
Asset-Based Revoloving Credit Facility [Member] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,500,000 | 6,600,000 | 6,600,000 | |||||
Line of Credit Facility, Covenant Terms | The Credit Agreement includes a springing fixed charge coverage ratio of 1.0 to 1.0, which is tested during the period commencing on the last day of the fiscal month most recently ended prior to the date on which Availability (as defined in the Credit Agreement) is less than the greater of 15% of the Maximum Revolver Amount (as defined in the Credit Agreement) and $4.5 million and continuing for a period of 60 consecutive days after the first day on which Availability exceeds such threshold amount. | |||||||
Debt Instrument, Face Amount | $ 30,000,000 | |||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 63,000 | $ 86,000 | ||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 2.00% | |||||||
Debt Instrument Blended Interest Rate | 2.98% | 2.98% | ||||||
Debt Instrument, Debt Default, Description of Violation or Event of Default | The Credit Agreement provides for the following events of default: (i) default for non-payment of any principal or letter of credit reimbursement when due or any interest, fees or other amounts within five days of the due date; (ii) the failure by any borrower or any subsidiary to comply with any covenant or agreement contained in the Credit Agreement or any other loan document, in certain cases subject to applicable notice and lapse of time; (iii) any representation or warranty made pursuant to the Credit Agreement or any other loan document is incorrect in any material respect when made; (iv) certain defaults of other indebtedness of any borrower or any subsidiary of indebtedness of at least $10 million; (v) certain events of bankruptcy or insolvency with respect to any borrower or any subsidiary; (vi) certain judgments for the payment of money of $10 million or more; (vii) a change of control; and (viii) certain defaults relating to the loss of FCC licenses, cessation of broadcasting and termination of material station contracts. | |||||||
Asset-Based Revoloving Credit Facility [Member] | Maximum [Member] | ||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% | |||||||
Asset-Based Revoloving Credit Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||||||
Asset-Based Revoloving Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||
Asset-Based Revoloving Credit Facility [Member] | Minimum [Member] | ||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |||||||
Asset-Based Revoloving Credit Facility [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | |||||||
Asset-Based Revoloving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | ||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||||
Term B Loan [Member] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300,000,000 | $ 300,000,000 | ||||||
Senior Notes, Noncurrent | 298,500,000 | 298,500,000 | ||||||
Interest Expense, Debt | 0 | 51,000 | 74,000 | 155,000 | ||||
Amortization of Financing Costs | $ 12,000 | |||||||
Gains (Losses) on Extinguishment of Debt, Total | $ 1,500,000 | 6,200 | $ 4,500 | |||||
Debt Instrument, Face Amount | $ 300,000,000 | |||||||
Debt Instrument, Unamortized Discount | 600,000 | |||||||
Long-term Debt, Gross | 258,000,000 | |||||||
Unamortized Debt Issuance Expense | 0 | $ 0 | $ 2,371,000 | |||||
Term B Loan [Member] | Maximum [Member] | ||||||||
Debt Instrument Interest Additional Interest Above Prime Rate | 2.00% | |||||||
Term B Loan [Member] | Minimum [Member] | ||||||||
Debt Instrument Interest Additional Interest Above Base Rate | 1.50% | |||||||
Revolver [Member] | ||||||||
Amortization of Financing Costs | $ 0 | $ 17,000 | $ 26,000 | $ 52,000 | ||||
Long-term Line of Credit, Noncurrent | 4,100,000 | |||||||
Revolver [Member] | Maximum [Member] | ||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% | |||||||
Revolver [Member] | Minimum [Member] | ||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |||||||
Term Loan B And Revolver [Member] | ||||||||
Unamortized Debt Issuance Expense | $ 1,500,000 |
STOCK INCENTIVE PLAN (Details)
STOCK INCENTIVE PLAN (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense, pre-tax | $ 268 | $ 134 | $ 1,693 | $ 458 |
Tax benefit (expense) from stock-based compensation expense | (107) | (54) | (677) | (183) |
Total stock-based compensation expense, net of tax | 161 | 80 | 1,016 | 275 |
Corporate [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock option compensation expense | 27 | 94 | 126 | 296 |
Restricted stock shares compensation expense | 225 | 0 | 1,100 | 24 |
Broadcast [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock option compensation expense | 7 | 19 | 41 | 67 |
Restricted stock shares compensation expense | 0 | 0 | 224 | 0 |
Publishing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock option compensation expense | 3 | 9 | 17 | 20 |
Restricted stock shares compensation expense | 0 | 0 | 36 | 0 |
Digital Media [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock option compensation expense | 6 | 12 | 25 | 51 |
Restricted stock shares compensation expense | $ 0 | $ 0 | $ 124 | $ 0 |
STOCK INCENTIVE PLAN (Details 1
STOCK INCENTIVE PLAN (Details 1) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Expected volatility | 47.03% | |
Expected dividends | 5.36% | |
Expected term (in years) | 7 years 4 months 24 days | |
Risk-free interest rate | 1.64% |
STOCK INCENTIVE PLAN (Details 2
STOCK INCENTIVE PLAN (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Shares | ||
Ending Balance | 1,454,462 | |
Employee Stock Option [Member] | ||
Shares | ||
Beginning Balance | 1,720,000 | |
Granted | 0 | |
Exercised | (122,413) | |
Forfeited or expired | (143,125) | |
Ending Balance | 1,454,462 | 1,720,000 |
Exercisable at end of period | 954,959 | |
Expected to Vest | 474,278 | |
Weighted Average Exercise Price | ||
Beginning Balance | $ 5.12 | |
Granted | 0 | |
Exercised | 4.09 | |
Forfeited or expired | 5.85 | |
Ending Balance | 5.18 | $ 5.12 |
Exercisable at end of period | 5.63 | |
Expected to Vest | 5.19 | |
Weighted Average Grant Date Fair value | ||
Beginning Balance | 2.89 | |
Granted | 0 | |
Exercised | 2.04 | |
Forfeited or expired | 2.99 | |
Ending Balance | 2.95 | $ 2.89 |
Exercisable at end of period | 3.76 | |
Expected to Vest | $ 2.97 | |
Weighted Average Remaining Contractual Term | ||
Outstanding | 3 years 10 months 24 days | 4 years 6 months |
Exercisable at end of period | 2 years 10 months 24 days | |
Expected to Vest | 3 years 10 months 24 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 2,292 | $ 2,428 |
Exercisable at end of period | 1,146 | |
Expected to Vest | $ 1,115 |
STOCK INCENTIVE PLAN (Details 3
STOCK INCENTIVE PLAN (Details 3) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Shares | |
Beginning balance | shares | shares | 0 |
Granted | shares | 211,658 |
Lapse of restrictions | shares | (178,592) |
Forfeited | shares | 0 |
Ending balance | shares | shares | 33,066 |
Weighted Average Grant Date Fair Value | |
Beginning balance | $ / shares | $ 0 |
Granted | $ / shares | 7.01 |
Lapse of restrictions | $ / shares | 7.05 |
Forfeited | $ / shares | 0 |
Ending balance | $ / shares | $ 6.8 |
Weighted Average Remaining Contractual Term | |
Granted | 2 months 12 days |
Outstanding, contractual term | 2 months 12 days |
Aggregate Intrinsic Value | |
Beginning Balance | $ | $ | $ 0 |
Granted | $ | $ | 1,484 |
Lapse of restrictions | $ | 1,259 |
Forfeited | $ | 0 |
Ending Balance | $ | $ | $ 225 |
STOCK INCENTIVE PLAN (Details T
STOCK INCENTIVE PLAN (Details Textual) - USD ($) $ / shares in Units, $ in Millions | Aug. 09, 2017 | Mar. 24, 2017 | Feb. 24, 2017 | Sep. 30, 2017 | Sep. 30, 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 | $ 0.2 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 7 months 6 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 211,658 | ||||
Restricted stock [Member] | Executive Officer [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 33,066 | ||||
Restricted stock [Member] | Management [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 178,592 | ||||
Restricted Stock Units (RSUs) [Member] | Management [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 178,592 | ||||
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 | $ 6.60 | ||||
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) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended |
Jun. 30, 2017 | Sep. 30, 2017 | |
Dividends Payable [Line Items] | ||
Announcement Date | Sep. 12, 2017 | |
Payment Date | Sep. 29, 2017 | |
Dividend Payment One [Member] | ||
Dividends Payable [Line Items] | ||
Announcement Date | Sep. 12, 2017 | |
Payment Date | Sep. 29, 2017 | |
Amount Per Share | $ 0.0650 | |
Cash Distributed | $ 1,701 | |
Dividend Payment Two [Member] | ||
Dividends Payable [Line Items] | ||
Announcement Date | Jun. 1, 2017 | |
Payment Date | Jun. 30, 2017 | |
Amount Per Share | $ 0.0650 | |
Cash Distributed | $ 1,697 | |
Dividend Payment Three [Member] | ||
Dividends Payable [Line Items] | ||
Announcement Date | Mar. 9, 2017 | |
Payment Date | Mar. 30, 2017 | |
Amount Per Share | $ 0.0650 | |
Cash Distributed | $ 1,691 | |
Dividend Payment Four [Member] | ||
Dividends Payable [Line Items] | ||
Announcement Date | Dec. 7, 2016 | |
Payment Date | Dec. 31, 2016 | |
Amount Per Share | $ 0.0650 | |
Cash Distributed | $ 1,678 | |
Dividend Payment Five [Member] | ||
Dividends Payable [Line Items] | ||
Announcement Date | Sep. 9, 2016 | |
Payment Date | Sep. 30, 2016 | |
Amount Per Share | $ 0.0650 | |
Cash Distributed | $ 1,679 | |
Dividend Payment Six [Member] | ||
Dividends Payable [Line Items] | ||
Announcement Date | Jun. 2, 2016 | |
Payment Date | Jun. 30, 2016 | |
Amount Per Share | $ 0.0650 | |
Cash Distributed | $ 1,664 | |
Dividend Payment Seven [Member] | ||
Dividends Payable [Line Items] | ||
Announcement Date | Mar. 10, 2016 | |
Payment Date | Apr. 5, 2016 | |
Amount Per Share | $ 0.0650 | |
Cash Distributed | $ 1,657 |
EQUITY TRANSACTIONS (Details Te
EQUITY TRANSACTIONS (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 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 | $ 0.3 | $ 0.1 | $ 1.7 | $ 0.5 | |
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 EARNING67
BASIC AND DILUTED NET EARNINGS PER SHARE (Details Textual) - shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Earnings Per Share Basic And Diluted [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 1,454,462 | 1,729,000 |
Weighted Average Number Diluted Shares Outstanding Adjustment | 335,682 | 367,940 |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Interest Rate Swap [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Derivative [Line Items] | ||
Fair value of interest rate swap | $ 0 | $ 514 |
DERIVATIVE INSTRUMENTS (Detai69
DERIVATIVE INSTRUMENTS (Details Textual) - Interest Rate Swap [Member] - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |
May 19, 2017 | Sep. 30, 2017 | Mar. 28, 2014 | |
Derivative [Line Items] | |||
Derivative, Notional Amount | $ 150 | ||
Derivative, Floor Interest Rate | 0.625% | ||
Derivative, Maturity Date | Mar. 28, 2019 | ||
Derivative, Fixed Interest Rate | 1.645% | ||
Payments for Derivative Instrument, Investing Activities | $ 0.8 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Liabilities: | |
Estimated fair value of contingent earn-out consideration included in accrued expenses | $ 38 |
Long-term debt and capital lease obligations less unamortized discount and debt issuance costs | 256,116 |
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, 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 | 256,116 |
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 | 38 |
Long-term debt and capital lease obligations less unamortized discount and debt issuance costs | 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 | Sep. 30, 2017 | 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 | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Commitments And Contingencies [Line Items] | |
Loss Contingency Accrual | $ 0.5 |
Litigation Settlement, Expense | $ 0.3 |
SEGMENT DATA (Details)
SEGMENT DATA (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net revenue | $ 65,433 | $ 71,272 | $ 196,525 | $ 203,626 | ||
Depreciation | 3,082 | 2,976 | 9,171 | 8,950 | ||
Amortization | 1,135 | 1,341 | 3,420 | 3,673 | ||
Change in the estimated fair value of contingent earn-out consideration | 12 | 196 | 54 | 458 | ||
Impairment of indefinite-lived long-term assets other than goodwill | 0 | 0 | 19 | 0 | ||
Net (gain) loss on the sale or disposal of assets | (95) | 457 | 410 | 2,008 | ||
Net operating income (loss) | 5,005 | 8,835 | 18,443 | 24,620 | ||
Inventories, net | 809 | 809 | $ 670 | |||
Property and equipment, net | 102,203 | 102,203 | 102,790 | |||
Broadcast licenses | 388,720 | 388,720 | 388,517 | $ 393,031 | ||
Goodwill | 26,436 | 26,436 | 25,613 | $ 24,563 | ||
Other indefinite-lived intangible assets | 313 | 313 | 332 | |||
Amortizable intangible assets, net | 14,276 | 14,276 | 14,408 | |||
Operating Segments [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net revenue | 65,433 | 71,272 | 196,525 | 203,626 | ||
Operating expenses | 56,128 | 58,773 | 165,936 | 168,149 | ||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and net (gain) loss on the sale or disposal of assets | 9,305 | 12,499 | 30,589 | 35,477 | ||
Depreciation | 3,082 | 2,976 | 9,171 | 8,950 | ||
Amortization | 1,135 | 1,341 | 3,420 | 3,673 | ||
Change in the estimated fair value of contingent earn-out consideration | (12) | (196) | (54) | (458) | ||
Impairment of long-lived assets | 700 | |||||
Impairment of indefinite-lived long-term assets other than goodwill | 19 | |||||
Net (gain) loss on the sale or disposal of assets | (457) | 95 | (410) | (2,008) | ||
Net operating income (loss) | 5,005 | 8,835 | 18,443 | 24,620 | ||
Operating Segments [Member] | Broadcast [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net revenue | 48,424 | 51,052 | 145,479 | 149,768 | ||
Operating expenses | 37,040 | 37,434 | 108,807 | 109,455 | ||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and net (gain) loss on the sale or disposal of assets | 11,384 | 13,618 | 36,672 | 40,313 | ||
Depreciation | 1,920 | 1,753 | 5,668 | 5,431 | ||
Amortization | 11 | 22 | 46 | 67 | ||
Change in the estimated fair value of contingent earn-out consideration | 0 | 0 | 0 | 0 | ||
Impairment of long-lived assets | 700 | |||||
Impairment of indefinite-lived long-term assets other than goodwill | 0 | |||||
Net (gain) loss on the sale or disposal of assets | (633) | 97 | (399) | (2,175) | ||
Net operating income (loss) | 9,356 | 12,476 | 31,357 | 36,290 | ||
Inventories, net | 0 | 0 | 0 | |||
Property and equipment, net | 86,187 | 86,187 | 86,976 | |||
Broadcast licenses | 388,720 | 388,720 | 388,517 | |||
Goodwill | 3,594 | 3,594 | 3,581 | |||
Other indefinite-lived intangible assets | 0 | 0 | 0 | |||
Amortizable intangible assets, net | 361 | 361 | 407 | |||
Operating Segments [Member] | Digital Media [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net revenue | 10,446 | 11,999 | 31,998 | 34,056 | ||
Operating expenses | 8,169 | 9,172 | 25,241 | 26,815 | ||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and net (gain) loss on the sale or disposal of assets | 2,277 | 2,827 | 6,757 | 7,241 | ||
Depreciation | 792 | 840 | 2,389 | 2,392 | ||
Amortization | 860 | 1,091 | 2,494 | 3,233 | ||
Change in the estimated fair value of contingent earn-out consideration | (12) | (13) | (54) | (119) | ||
Impairment of long-lived assets | 0 | |||||
Impairment of indefinite-lived long-term assets other than goodwill | 0 | |||||
Net (gain) loss on the sale or disposal of assets | 176 | 0 | 0 | 182 | ||
Net operating income (loss) | 637 | 733 | 1,928 | 1,553 | ||
Inventories, net | 327 | 327 | 300 | |||
Property and equipment, net | 6,603 | 6,603 | 6,634 | |||
Broadcast licenses | 0 | 0 | 0 | |||
Goodwill | 20,946 | 20,946 | 20,136 | |||
Other indefinite-lived intangible assets | 0 | 0 | 0 | |||
Amortizable intangible assets, net | 10,720 | 10,720 | 9,927 | |||
Operating Segments [Member] | Publishing [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net revenue | 6,563 | 8,221 | 19,048 | 19,802 | ||
Operating expenses | 6,686 | 8,020 | 18,705 | 19,951 | ||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and net (gain) loss on the sale or disposal of assets | (123) | 201 | 343 | (149) | ||
Depreciation | 159 | 174 | 515 | 489 | ||
Amortization | 264 | 228 | 879 | 372 | ||
Change in the estimated fair value of contingent earn-out consideration | 0 | (183) | 0 | (339) | ||
Impairment of long-lived assets | 0 | |||||
Impairment of indefinite-lived long-term assets other than goodwill | 19 | |||||
Net (gain) loss on the sale or disposal of assets | 0 | 0 | (9) | (21) | ||
Net operating income (loss) | (546) | (18) | (1,061) | (650) | ||
Inventories, net | 482 | 482 | 370 | |||
Property and equipment, net | 1,326 | 1,326 | 1,779 | |||
Broadcast licenses | 0 | 0 | 0 | |||
Goodwill | 1,888 | 1,888 | 1,888 | |||
Other indefinite-lived intangible assets | 313 | 313 | 332 | |||
Amortizable intangible assets, net | 3,190 | 3,190 | 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 | 0 | 0 | ||
Operating expenses | 4,233 | 4,147 | 13,183 | 11,928 | ||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and net (gain) loss on the sale or disposal of assets | (4,233) | (4,147) | (13,183) | (11,928) | ||
Depreciation | 211 | 209 | 599 | 638 | ||
Amortization | 0 | 0 | 1 | 1 | ||
Change in the estimated fair value of contingent earn-out consideration | 0 | 0 | 0 | 0 | ||
Impairment of long-lived assets | 0 | |||||
Impairment of indefinite-lived long-term assets other than goodwill | 0 | |||||
Net (gain) loss on the sale or disposal of assets | 0 | (2) | (2) | 6 | ||
Net operating income (loss) | (4,442) | $ (4,356) | (13,781) | $ (12,573) | ||
Inventories, net | 0 | 0 | 0 | |||
Property and equipment, net | 8,087 | 8,087 | 7,401 | |||
Broadcast licenses | 0 | 0 | 0 | |||
Goodwill | 8 | 8 | 8 | |||
Other indefinite-lived intangible assets | 0 | 0 | 0 | |||
Amortizable intangible assets, net | $ 5 | $ 5 | $ 5 |
SEGMENT DATA (Details Textual)
SEGMENT DATA (Details Textual) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | |
Number of Operating Segments | 3 |