Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | ||
Sep. 30, 2014 | Nov. 03, 2014 | Nov. 03, 2014 | |
Class A Common Stock | Class B Common Stock | ||
Document Information [Line Items] | ' | ' | ' |
Document Type | '10-Q | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 30-Sep-14 | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'Q3 | ' | ' |
Trading Symbol | 'SALM | ' | ' |
Entity Registrant Name | 'SALEM COMMUNICATIONS CORP /DE/ | ' | ' |
Entity Central Index Key | '0001050606 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 19,716,740 | 5,553,696 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $311 | $65 |
Trade accounts receivable (net of allowance for doubtful accounts of $10,809 in 2013 and $14,398 in 2014) | 40,168 | 37,627 |
Other receivables | 3,332 | 720 |
Inventories (net of reserves of $2,748 in 2014) | 626 | ' |
Prepaid expenses | 6,396 | 4,049 |
Deferred income taxes | 6,876 | 6,876 |
Assets held for sale | 1,700 | 1,700 |
Assets of discontinued operations | ' | 8 |
Total current assets | 59,409 | 51,045 |
Notes receivable (net of allowance of $548 in 2013 and $1,022 in 2014) | 313 | 1,866 |
Fair value of interest rate swap | 1,754 | 3,177 |
Property, plant and equipment (net of accumulated depreciation of $145,215 in 2013 and $153,295 in 2014) | 100,296 | 98,928 |
Broadcast licenses | 385,554 | 381,836 |
Goodwill | 24,727 | 22,374 |
Other indefinite-lived intangible assets | 868 | 868 |
Amortizable intangible assets (net of accumulated amortization of $27,933 in 2013 and $32,600 in 2014) | 13,903 | 8,793 |
Deferred financing costs | 3,628 | 4,130 |
Other assets | 2,100 | 2,096 |
Total assets | 592,552 | 575,113 |
Current liabilities: | ' | ' |
Accounts payable | 5,252 | 3,960 |
Accrued expenses | 13,324 | 7,888 |
Accrued compensation and related expenses | 8,649 | 6,913 |
Accrued interest | 45 | 37 |
Deferred revenue | 12,409 | 9,721 |
Income tax payable | 169 | 142 |
Current portion of long-term debt and capital lease obligations | 2,871 | 3,121 |
Total current liabilities | 42,719 | 31,782 |
Long-term debt and capital lease obligations, less current portion | 283,506 | 287,672 |
Deferred income taxes | 46,590 | 43,457 |
Deferred revenue | 10,452 | 9,965 |
Other liabilities | 4,151 | 452 |
Total liabilities | 387,418 | 373,328 |
Commitments and contingencies (Note 16) | ' | ' |
Stockholders' equity: | ' | ' |
Additional paid-in capital | 240,026 | 237,579 |
Accumulated deficit | -1,162 | -2,062 |
Treasury stock, at cost (2,317,650 shares at December 31, 2013 and September 30, 2014) | -34,006 | -34,006 |
Total stockholders' equity | 205,134 | 201,785 |
Total liabilities and stockholders' equity | 592,552 | 575,113 |
Class A Common Stock | ' | ' |
Stockholders' equity: | ' | ' |
Common stock | 220 | 218 |
Class B Common Stock | ' | ' |
Stockholders' equity: | ' | ' |
Common stock | $56 | $56 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Trade accounts receivable, allowance for doubtful accounts | $14,398 | $10,809 |
Inventories, reserves | 2,748 | ' |
Notes receivable, allowance | 1,022 | 548 |
Property, plant and equipment, accumulated depreciation | 153,295 | 145,215 |
Amortizable intangible assets, accumulated amortization | $32,600 | $27,933 |
Treasury stock, shares | 2,317,650 | 2,317,650 |
Class A Common Stock | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, authorized | 80,000,000 | 80,000,000 |
Common stock, issued | 22,030,640 | 21,803,303 |
Common stock, outstanding | 19,712,990 | 19,485,653 |
Class B Common Stock | ' | ' |
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_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Net broadcast revenue | $46,962 | $46,015 | $140,393 | $136,287 |
Net Internet revenue | 14,511 | 9,390 | 41,811 | 29,012 |
Net publishing revenue | 8,130 | 3,071 | 18,369 | 8,941 |
Total net revenue | 69,603 | 58,476 | 200,573 | 174,240 |
Operating expenses: | ' | ' | ' | ' |
Broadcast operating expenses exclusive of depreciation and amortization shown below (including $358 and $364 for the three months ended September 30, 2013 and 2014, respectively, and $1,069 and $1,087 for the nine months ended September 30, 2013 and 2014, respectively, paid to related parties) | 32,596 | 30,847 | 97,695 | 91,258 |
Internet operating expenses exclusive of depreciation and amortization shown below | 10,931 | 6,644 | 30,811 | 20,372 |
Publishing operating expenses exclusive of depreciation and amortization shown below | 6,766 | 3,301 | 17,624 | 9,776 |
Corporate expenses exclusive of depreciation and amortization shown below (including $79 and $35 for the three months ended September 30, 2013 and 2014, respectively, and $239 and $211 for the nine months ended September 30, 2013 and 2014, respectively, paid to related parties) | 5,254 | 4,951 | 17,542 | 15,839 |
Depreciation | 3,141 | 3,089 | 9,437 | 9,313 |
Amortization | 1,530 | 695 | 4,667 | 2,076 |
Change in the estimated fair value of contingent earn-out consideration | 545 | ' | 914 | ' |
Impairment of indefinite-lived long-term assets other than goodwill | ' | ' | ' | 345 |
Impairment of goodwill | ' | ' | ' | 438 |
(Gain) loss on disposal of assets | -7 | -25 | 214 | -20 |
Total operating expenses | 60,756 | 49,502 | 178,904 | 149,397 |
Net operating income (loss) from continuing operations | 8,847 | 8,974 | 21,669 | 24,843 |
Other income (expense): | ' | ' | ' | ' |
Interest income | 2 | 16 | 43 | 52 |
Interest expense including $0 and $154, respectively, for the three and nine months ended September 30, 2013, paid to related parties | -4,139 | -3,770 | -11,986 | -13,212 |
Change in fair value of interest rate swap | 1,046 | -1,033 | -1,423 | 2,545 |
Loss on early retirement of long-term debt | -18 | -16 | -26 | -27,792 |
Net miscellaneous income and expenses | 572 | 4 | 652 | 15 |
Net income (loss) from continuing operations before income taxes | 6,310 | 4,175 | 8,929 | -13,549 |
Provision for (benefit from) income taxes | 2,567 | -1,159 | 3,492 | -5,506 |
Net income (loss) from continuing operations | 3,743 | 5,334 | 5,437 | -8,043 |
Loss from discontinued operations | ' | -11 | ' | -26 |
Net income (loss) | $3,743 | $5,323 | $5,437 | ($8,069) |
Basic earnings per share data: | ' | ' | ' | ' |
Earnings (loss) per share from continuing operations | $0.14 | $0.21 | $0.21 | ($0.32) |
Earnings (loss) per share from discontinued operations | $0 | $0 | $0 | $0 |
Basic earnings (loss) per share | $0.14 | $0.21 | $0.21 | ($0.32) |
Diluted earnings per share data: | ' | ' | ' | ' |
Earnings (loss) per share from continuing operations | $0.14 | $0.21 | $0.21 | ($0.32) |
Earnings (loss) per share from discontinued operations | $0 | $0 | $0 | $0 |
Diluted earnings (loss) per share | $0.14 | $0.21 | $0.21 | ($0.32) |
Distributions per share | $0.06 | ' | $0.18 | $0.10 |
Basic weighted average shares outstanding | 25,536,397 | 25,126,858 | 25,258,025 | 24,832,140 |
Diluted weighted average shares outstanding | 26,265,957 | 25,921,391 | 26,032,789 | 24,832,140 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Broadcast operating expenses exclusive of depreciation and amortization | $32,596 | $30,847 | $97,695 | $91,258 |
Corporate expenses exclusive of depreciation and amortization | 5,254 | 4,951 | 17,542 | 15,839 |
Related Party | ' | ' | ' | ' |
Broadcast operating expenses exclusive of depreciation and amortization | 364 | 358 | 1,087 | 1,069 |
Corporate expenses exclusive of depreciation and amortization | 35 | 79 | 211 | 239 |
Interest expense, related parties | ' | $0 | ' | $154 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | ||||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 |
Radio Broadcast | Radio Broadcast | Internet business | Internet business | Publishing business | Term Loan B | Term Loan B | Revolver under senior credit facility | Revolver under senior credit facility | Due 2015 | Due 2016 | |||
OPERATING ACTIVITIES | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) from continuing operations | $5,437 | ($8,043) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash stock-based compensation | 1,276 | 1,529 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tax benefit related to stock options exercised | 78 | 117 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation and amortization | 14,104 | 11,389 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of bank loan fees | 516 | 682 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion of discount on Term Loan B | ' | ' | ' | ' | ' | ' | ' | 141 | 148 | ' | ' | ' | ' |
Accretion of acquisition-related deferred payments and contingent consideration | 486 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Provision for bad debts | 2,186 | 2,490 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred income taxes | 3,133 | -5,815 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment of indefinite-lived long-term assets other than goodwill | ' | 345 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment of goodwill | ' | 438 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in the fair value of interest rate swap | 1,423 | -2,545 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in the estimated fair value of contingent earn-out consideration | 914 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on early retirement of long-term debt | 26 | 27,792 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
(Gain) loss on the sale or disposal of assets | 214 | -20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Changes in operating assets and liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable | -1,476 | 1,717 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepaid expenses and other current assets | -588 | -860 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable and accrued expenses | 4,035 | -3,756 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred revenue | -4,218 | -4,148 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other liabilities | -428 | -9 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income taxes payable | 27 | -75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash provided by operating activities | 27,286 | 21,376 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
INVESTING ACTIVITIES | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital expenditures | -7,910 | -7,792 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash escrow deposits (paid) released related to acquisitions | -120 | 170 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchases of businesses and assets | -10,678 | ' | -4,570 | -5,000 | -3,334 | -707 | -2,774 | ' | ' | ' | ' | ' | ' |
Proceeds from the sale of assets | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other | -271 | -117 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash used in investing activities | -18,977 | -13,446 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
FINANCING ACTIVITIES | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to redeem Terminated 9 5/8% Notes | ' | -213,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of bond premium in connection with early redemptions and repurchases of Terminated 9 5/8% Notes | ' | -22,677 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from borrowings | ' | ' | ' | ' | ' | ' | ' | ' | 298,500 | 44,656 | 20,512 | ' | ' |
Repayments of borrowings | ' | ' | ' | ' | ' | ' | ' | -7,250 | -8,000 | -41,897 | -18,052 | ' | ' |
Payments of costs related to bank credit facility | -14 | -4,384 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from borrowings under terminated credit facilities and subordinated debt | ' | 46,747 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments under terminated credit facilities and subordinated debt | ' | -87,220 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Terminated Subordinated Debt due to Related Parties | ' | -15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of contingent earn-out consideration | -300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from exercise of stock options | 1,095 | 978 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of seller financed note | ' | -2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments on capital lease obligations | -92 | -92 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of cash distributions on common stock | -4,537 | -2,474 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Book overdraft | 276 | -196 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash used in financing activities | -8,063 | -6,858 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
CASH FLOWS FROM DISCONTINUED OPERATIONS | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating cash flows | ' | -26 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net cash outflows from discontinued operations | ' | -26 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net increase in cash and cash equivalents | 246 | 1,046 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents at beginning of year | 65 | 380 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents at end of period | 311 | 1,426 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid during the period for: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid for interest, net of capitalized interest (including $296 paid to related parties for the nine months ending September 30, 2013) | 10,804 | 13,384 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid for income taxes | 254 | 250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other supplemental disclosures of cash flow information: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Trade revenue | 4,919 | 4,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Trade expense | 4,827 | 3,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash investing and financing activities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Seller financed note due directly to seller of station assets | ' | 2,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Present value of advertising credits payable | ' | 2,427 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated present value of contingent earn-out consideration | 2,047 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred payments due 2014 under asset purchase agreement | 300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Present value of deferred cash payments (due 2015) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 893 | ' |
Present value of deferred cash payments (due 2016) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,289 |
Assets acquired under capital leases | ' | $97 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 |
Statement of Cash Flows [Abstract] | ' |
Debt, interest rate | 9.63% |
Cash paid for interest, capitalized interest paid to related parties | $296 |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
BASIS OF PRESENTATION | ' |
NOTE 1. BASIS OF PRESENTATION | |
The accompanying Condensed Consolidated Financial Statements of Salem Communications Corporation (“Salem,” “we,” “us,” “our” or the “company”) includes the company and all wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated. | |
Information with respect to the three and nine months ended September 30, 2013 and 2014 is unaudited. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the financial position, results of operations and cash flows of the company. The unaudited interim financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report for Salem filed on Form 10-K for the year ended December 31, 2013. 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, 2013 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 diversified multi-media company with integrated business operations covering radio broadcasting, content programming, Internet portals and websites and book and magazine publishing. Our programming is intended for audiences interested in Christian and family-themed content and conservative news talk. | |
Our foundational business is the ownership and operation of radio stations in large metropolitan markets. Upon the close of all announced transactions, we will own and/or operate 105 radio stations throughout the United States. Our broadcasting business also includes Salem Radio Network® (“SRN”), SRN News Network (“SNN”), Salem Music Network (“SMN”), Solid Gospel Network (“SGN”), Salem Media Representatives (“SMR”) and Vista Media Representatives (“VMR”). SRN, SNN, SMN and SGN are networks that produce and distribute programming, such as talk, news and music segments, to radio stations throughout the United States, including Salem owned and operated stations. SMR and VMR sell commercial airtime to national advertisers on radio stations and networks that we own, as well as on independent radio station affiliates. | |
Internet and e-commerce has been a significant area of growth for Salem and continues to be a prime focus for our future development. Salem Web Network™ (“SWN”) and our other Internet businesses provide Christian and conservative-themed content, audio and video streaming, and other resources digitally through the web. SWN’s Internet portals include Christian content websites: OnePlace.com, Christianity.com, Crosswalk.com®, GodVine.com, Jesus.org and BibleStudyTools.com. Our conservative opinion websites include Townhall.com™ and HotAir.com. Townhall.com also operates Twitchy.com and as of January 10, 2014, HumanEvents.com and RedState.com. All of our digital content is accessible through our radio station websites that also promote local content of interest to our audiences throughout the United States. | |
Our Internet and e-commerce segment also operates church product websites including WorshipHouseMedia.com, SermonSpice.com and ChurchStaffing.com. We offer books, DVD’s and editorial content developed by our on-air personalities through the Salem Consumer Products website. As of January 10, 2014, our Internet and e-commerce segment includes e-book sales through Regnery Publishing; distribution of digitally delivered newsletters featuring market analysis and investment advice through Eagle Financial Publications; and complimentary health advice and nutritional products through Eagle Wellness. | |
Our acquisition of Regnery Publishing on January 10, 2014, represents a major shift in our publishing segment. Regnery Publishing is a publisher of conservative books that was founded in 1947. Regnery has published dozens of bestselling books by leading conservative authors and personalities, including Ann Coulter, Newt Gingrich, Michelle Malkin, David Limbaugh, Ed Klein, Laura Ingraham, Mark Steyn and Dinesh D’Souza. Our publishing segment also includes Salem Publishing™, a producer and distributor of Christian and conservative opinion print magazines and Xulon Press™, a print-on-demand self-publishing service for Christian authors. | |
Variable Interest Entities | |
We account for entities qualifying as variable interest entities (“VIEs”) in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation which requires VIEs to be consolidated by the primary beneficiary. The primary beneficiary is the entity that holds the majority of the beneficial interests in the VIE. A VIE is an entity for which the primary beneficiary’s interest in the entity can change with variations in factors other than the amount of investment in the entity. | |
We may enter into Local Marketing Agreements (“LMAs”) contemporaneously with entering an Asset Purchase Agreement (“APA”) to acquire or sell a radio station. We may also enter into Time Brokerage Agreements (“TBAs”). Typically, both LMAs and TBAs are contractual agreements under which the station owner/licensee makes airtime available to a programmer/licensee in exchange for a fee and reimbursement of certain expenses. LMAs and TBAs are subject to compliance with the antitrust laws and the communications laws, including the requirement that the licensee must maintain independent control over the station and, in particular, its personnel, programming, and finances. The FCC has held that such agreements do not violate the communications laws as long as the licensee of the station receiving programming from another station maintains ultimate responsibility for, and control over, station operations and otherwise ensures compliance with the communications laws. | |
The requirements of FASB ASC Topic 810 may apply to entities under LMAs or TBAs, depending on the facts and circumstances related to each transaction. As of September 30, 2014 we did not consolidate any entities with which we entered into LMAs or TBAs under the guidance in FASB ASC Topic 810. | |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant areas for which management uses estimates include: (1) asset impairments, including broadcasting licenses, goodwill and other indefinite-lived intangible assets; (2) income tax valuation allowances; (3) uncertain tax positions; (4) allowance for doubtful accounts; (5) inventory reserves; (6) reserves for royalty advances; (7) self-insurance reserves; (8) fair value of equity awards; (9) estimated lives for tangible and intangible assets; (10) fair value measurements; (11) contingency reserves; (12) probabilities associated with the potential for contingent earn-out consideration; and (13) sales returns and allowances. These estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The estimates will change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update our assumptions and estimates on an ongoing basis and we may consult outside experts to assist as considered necessary. | |
Reclassifications | |
Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. |
IMPAIRMENT_OF_GOODWILL_AND_OTH
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2014 | |
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 69% of our total assets as of September 30, 2014 consist of indefinite-lived intangible assets, such as broadcast licenses, goodwill and mastheads, the value of which depends significantly upon the operating results of our businesses. In the case of our radio stations, we would not be able to operate the properties without the related FCC license for each property. Broadcast licenses are renewed with the FCC every eight years for a nominal cost that is expensed as incurred. We continually monitor our stations’ compliance with the various regulatory requirements. Historically, all of our broadcast licenses have been renewed at the end of their respective periods, and we expect that all broadcast licenses will continue to be renewed in the future. Accordingly, we consider our broadcast licenses to be indefinite-lived intangible assets in accordance with FASB ASC Topic 350, Intangibles – Goodwill and Other. Broadcast licenses account for approximately 94% of our indefinite-lived intangible assets. Goodwill and magazine mastheads account for the remaining 6%. We do not amortize goodwill or other indefinite-lived intangible assets, but rather test for impairment at least annually or more frequently if events or circumstances indicate that an asset may be impaired. | |
We complete our annual impairment tests in the fourth quarter of each year. We believe that our estimate of the value of our broadcast licenses, mastheads, and goodwill is a critical accounting estimate as the value is significant in relation to our total assets, and our estimates incorporate variables and assumptions that are based on past experiences and judgment about future operating performance of our markets and business segments. If actual future results are less favorable than the assumptions and estimates we used, we are subject to future impairment charges, the amount of which may be material. The fair value measurements for our indefinite-lived intangible assets use significant unobservable inputs that reflect our own assumptions about the estimates that market participants would use in measuring fair value including assumptions about risk. The unobservable inputs are defined in FASB ASC Topic 820 Fair Value Measurements and Disclosures as Level 3 inputs discussed in detail in Note 14 to our Condensed Consolidated Financial Statements. There were no indications of impairment present as of the period ending September 30, 2014. |
IMPAIRMENT_OF_LONGLIVED_ASSETS
IMPAIRMENT OF LONG-LIVED ASSETS | 9 Months Ended |
Sep. 30, 2014 | |
Text Block [Abstract] | ' |
IMPAIRMENT OF LONG-LIVED ASSETS | ' |
NOTE 3. IMPAIRMENT OF LONG-LIVED ASSETS | |
We account for property, plant and equipment in accordance with FASB ASC Topic 360-10, “Property, Plant and Equipment”. We periodically review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. In accordance with authoritative guidance for impairment of long-lived assets, we must estimate the fair value of assets when events or circumstances indicate that they may be impaired. The fair value measurements for our long-lived assets use significant observable inputs that reflect our own assumptions about the estimates that market participants would use in measuring fair value including assumptions about risk. If actual future results are less favorable than the assumptions and estimates we used, we are subject to future impairment charges, the amount of which may be material. There were no indications of impairment present as of the period ending September 30, 2014. |
ACQUISITIONS_AND_RECENT_TRANSA
ACQUISITIONS AND RECENT TRANSACTIONS | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
ACQUISITIONS AND RECENT TRANSACTIONS | ' | ||||||||||||||||
NOTE 4. ACQUISITIONS AND RECENT TRANSACTIONS | |||||||||||||||||
During the nine months ending September 30, 2014, we completed or entered into the following transactions: | |||||||||||||||||
Debt | |||||||||||||||||
On September 29, 2014, we repaid $5.0 million in principal on our current senior secured credit facility, consisting of a term loan of $300.0 million (“Term Loan B”) and paid interest as of that date. We recorded an $18,000 pre-tax loss on the early retirement of long-term debt related to the unamortized discount. | |||||||||||||||||
On March 31, 2014, we repaid $2.3 million in principal on our Term Loan B and paid interest due as of that date. We recorded an $8,000 pre-tax loss on the early retirement of long-term debt related to the unamortized discount. | |||||||||||||||||
Equity | |||||||||||||||||
On September 2, 2014, we announced a quarterly distribution in the amount of $0.0625 per share on Class A and Class B common stock. The quarterly distribution of $1.6 million was paid on September 30, 2014 to all Class A and Class B common stockholders of record as of September 16, 2014. | |||||||||||||||||
On May 27, 2014, we announced a quarterly distribution in the amount of $0.06 per share on Class A and Class B common stock. The quarterly distribution of $1.5 million was paid on June 30, 2014 to all Class A and Class B common stockholders of record as of June 16, 2014. | |||||||||||||||||
On March 6, 2014, we announced a quarterly distribution in the amount of $0.0575 per share on Class A and Class B common stock. The quarterly distribution of $1.4 million was paid on March 31, 2014 to all Class A and Class B common stockholders of record as of March 17, 2014. | |||||||||||||||||
Acquisition of 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. We began operating these entities as of the closing date. The base purchase price was $8.5 million, with $3.5 million paid in cash upon closing, and deferred payments of $2.5 million due January 2015 and $2.5 million due January 2016. We paid an additional $0.4 million of costs upon closing associated with liabilities incurred by the seller. On June 6, 2014, we paid $1.5 million of the $2.5 million deferred installment due January 2015. Based on the early payment, our deferred payment due January 2015 was reduced to $0.9 million. The deferred payments due January 2015 and January 2016 are recorded at their present value of $0.9 million and $2.3 million, respectively, with the discount being amortized to non-cash interest expense over the payment term using the effective interest method. | |||||||||||||||||
We may pay up to an additional $8.5 million of contingent earn-out consideration over the next three years based on the achievement of certain revenue benchmarks established for calendar years 2014, 2015 and 2016 for each of the Eagle entities. The purchase price includes the original estimated fair value of the contingent earn-out consideration recorded at the present value of $2.0 million. The estimated fair value of the contingent earn-out consideration was determined using a probability-weighted discounted cash flow model. We determined the fair value of the contingent consideration obligations by calculating the probability-weighted earn-out payments based on the assessment of the likelihood that the benchmarks be achieved. The probability-weighted earn-out payments were then discounted using a discount rate based on an internal rate of return analysis using the probability-weighted cash flows. The fair value measurement includes revenue forecasts which are a Level 3 measurement as discussed in Note 14 to our Condensed Consolidated Financial Statements. The fair value of the contingent earn-out consideration will be reviewed quarterly over the remaining earn-out period based on actual revenue earned as compared to the estimated revenue used in our forecasts. Any changes in the estimated fair value of the contingent earn-out consideration, up to the total contractual amount, will be reflected in our results of operations in future periods as they are identified. Changes in the fair value of the contingent earn-out consideration may materially impact and cause volatility in our future operating results. Changes in our estimates for the contingent earn-out consideration are discussed in Note 5 to our Condensed Consolidated Financial Statements. | |||||||||||||||||
We believe that strong author relationships, assembled creative talent agreements and the loyal readers of Eagle publications, as well as our ability to market and promote these products through our existing media platform, provides future economic benefits to us. We have recorded goodwill of $2.3 million representing the excess value of these future economic benefits. | |||||||||||||||||
Other Acquisitions | |||||||||||||||||
On May 22, 2014, we completed the acquisition of radio station WOCN-AM, Miami, Florida and the related transmitter site for $2.5 million in cash. The accompanying Condensed Consolidated Statements of Operations reflect the operating results of this entity as of the closing date. We will begin programming the station upon implementation of our format changes. We recorded goodwill of $12,000 associated with the excess value of this entity attributable to the existing tower site, the related transmitter site and the audience reach obtained. | |||||||||||||||||
On May 6, 2014, we completed the acquisition of WRTH-FM (formerly WOLT-FM) in Greenville, South Carolina for $1.1 million in cash. We began operating this station under an LMA as of February 28, 2014. The accompanying Condensed Consolidated Statements of Operations reflect the operating results of this entity as of the LMA date. We recorded goodwill of $6,400 associated with the excess value of this entity attributable to the existing tower site and the audience reach obtained. | |||||||||||||||||
On April 15, 2014, we completed the acquisition of three FM translators for $0.4 million in cash. The FM translators will serve our Orlando, Florida, Tampa, Florida and Omaha, Nebraska markets. | |||||||||||||||||
On February 7, 2014, we completed the acquisition of radio stations KDIS-FM, Little Rock, Arkansas and KRDY-AM, San Antonio, Texas for $2.0 million in cash. We began operating these stations as of the closing date. The accompanying Condensed Consolidated Statement of Operations reflects the operating results of these entities as of the closing date. We recorded goodwill of $18,000 associated with the excess value of these entities attributable to existing tower sites and the audience reach obtained. | |||||||||||||||||
Throughout the nine months ending September 30, 2014, we have acquired domain names associated with our Internet segment for an aggregate amount of approximately $0.2 million in cash. | |||||||||||||||||
A summary of our business acquisitions and asset purchases for the nine months ended September 30, 2014, 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) | |||||||||||||||||
May 22, 2014 | WOCN-AM Miami, Florida (business acquisition) | $ | 2,450 | ||||||||||||||
May 6, 2014 | WRTH-FM (formerly WOLT-FM), Greenville, South Carolina (business acquisition) | 1,125 | |||||||||||||||
April 15, 2014 | FM Translators, Orlando, Florida, Tampa, Florida, Omaha, Nebraska (asset purchase) | 357 | |||||||||||||||
February 7, 2014 | KDIS-FM, Little Rock Arkansas and KRDY-AM, San Antonio, Texas (business acquisition) | 1,984 | |||||||||||||||
January 10, 2014 | Eagle Publishing (business acquisition) | 10,628 | |||||||||||||||
Various | Purchase of various Internet assets (asset purchases) | 408 | |||||||||||||||
$ | 16,952 | ||||||||||||||||
The operating results of these acquisitions are included in our consolidated results of operations from their respective closing date or LMA date. Under the acquisition method of accounting as specified in FASB ASC Topic 805 Business Combinations, the total acquisition consideration is allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the date of the transaction. | |||||||||||||||||
Estimates of the fair value include discounted estimated cash flows to be generated by the assets and their expected useful lives based on historical experience, market trends and any synergies believed to be achieved from the acquisition. Acquisitions may include contingent consideration, the fair value of which is estimated as of the acquisition date as the present value of the expected contingent payments as determined using weighted probabilities of the payment amounts. We may retain a third-party appraiser to estimate the fair value of the acquired net assets as of the acquisition date. As part of the valuation and appraisal process, the third-party appraiser prepares a report assigning estimated fair values to the various asset categories in our financial statements. These fair value estimates are subjective in nature and require careful consideration and judgment. Management reviews the third party reports for reasonableness of the assigned values. We believe that these valuations and analysis provide appropriate estimates of the fair value for net assets acquired. | |||||||||||||||||
Property, plant and equipment are recorded at the estimated fair value and depreciated on a straight-line basis over their estimated useful lives. Finite-lived intangible assets are recorded at their estimated fair value and amortized on a straight-line basis over their estimated useful lives. Goodwill, which represents the organizational systems and procedures in place to ensure the effective operation of the entity, may also be recorded and tested for impairment. Costs associated with acquisitions, such as consulting and legal fees are expensed as incurred in corporate operating expenses. | |||||||||||||||||
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 contingent earn-out consideration. We estimate the fair value of contingent earn-out consideration using a probability-weighted discounted cash flow model. The fair value measurement is based on significant inputs that are not observable in the market and thus represent a Level 3 measurement as defined in Note 14 -Fair Value Measurements. The following table summarizes the total acquisition consideration for the nine months ended September 30, 2014: | |||||||||||||||||
Description | Total Consideration | ||||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Cash payments | $ | 10,678 | |||||||||||||||
Escrow deposits paid in prior years | 1,345 | ||||||||||||||||
Deferred cash payments made related to prior year acquisition | (300 | ) | |||||||||||||||
Present value of deferred cash payments (due 2015) | 893 | ||||||||||||||||
Present value of deferred cash payments (due 2016) | 2,289 | ||||||||||||||||
Present value of estimated fair value of contingent earn-out consideration | 2,047 | ||||||||||||||||
Total purchase price consideration | $ | 16,952 | |||||||||||||||
The total acquisition consideration was allocated to the net assets acquired as follows: | |||||||||||||||||
Broadcast Assets | Internet Assets | Publishing | Net Assets | ||||||||||||||
Acquired | Acquired | Assets Acquired | Acquired | ||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Assets | |||||||||||||||||
Property and equipment | $ | 1,927 | $ | 1,099 | $ | 3,929 | $ | 6,955 | |||||||||
Developed websites | — | 539 | 38 | 577 | |||||||||||||
Broadcast licenses | 3,953 | — | — | 3,953 | |||||||||||||
Goodwill | 36 | 2,128 | 189 | 2,353 | |||||||||||||
Customer lists and contracts | — | 2,232 | 509 | 2,741 | |||||||||||||
Domain and brand names | — | 1,921 | 843 | 2,764 | |||||||||||||
Subscriber base and lists | — | 2,446 | — | 2,446 | |||||||||||||
Author relationships | — | — | 1,682 | 1,682 | |||||||||||||
Non-compete agreements | — | 79 | 66 | 145 | |||||||||||||
Liabilities | |||||||||||||||||
Deferred revenue & royalties assumed | — | (3,779 | ) | (2,885 | ) | (6,664 | ) | ||||||||||
$ | 5,916 | $ | 6,665 | $ | 4,371 | $ | 16,952 | ||||||||||
Pending Transactions | |||||||||||||||||
On May 29, 2014, we entered into an APA to acquire radio station KXXT-AM in Phoenix, Arizona for $0.6 million. We began operating the station under an LMA as of June 6, 2014. The accompanying Condensed Consolidated Statements of Operations reflect the operating results of this entity as of the LMA date. The transaction closed on October 1, 2014. | |||||||||||||||||
Discontinued Operations | |||||||||||||||||
Based on operating results that did not meet our expectations, we ceased operating Samaritan Fundraising in December 2011. As of December 31, 2011, all employees of this entity were terminated. As a result of our decision to close operations, there have been no material cash flows associated with this entity and we have no ongoing or further involvement in the operations of this entity. The Condensed Consolidated Balance Sheets and Statements of Operations for all prior periods presented were reclassified to reflect the operating results and net assets of this entity as a discontinued operation. | |||||||||||||||||
The following table sets forth the components of the loss from discontinued operations: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, 2013 | September 30, 2013 | ||||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Net revenues | $ | — | $ | 11 | |||||||||||||
Operating expenses | (19 | ) | (54 | ) | |||||||||||||
Operating loss | $ | (19 | ) | $ | (43 | ) | |||||||||||
Benefit from income taxes | (8 | ) | (17 | ) | |||||||||||||
Loss from discontinued operations, net of tax | $ | (11 | ) | $ | (26 | ) | |||||||||||
CONTINGENT_EARNOUT_CONSIDERATI
CONTINGENT EARN-OUT CONSIDERATION | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Text Block [Abstract] | ' | ||||||||||||
CONTINGENT EARN-OUT CONSIDERATION | ' | ||||||||||||
NOTE 5. CONTINGENT EARN-OUT CONSIDERATION | |||||||||||||
Our acquisitions of Twitchy.com and entities of Eagle Publishing included contingent consideration, the fair value of which was estimated on the acquisition date as the present value of the expected future contingent payments which we determined using a probability-weighted discounted cash flow model for probabilities of possible future payments. | |||||||||||||
The unobservable inputs used in determining the fair value of the contingent consideration include assumptions as to the ability of the acquired businesses to meet the targets and discount rates used in the calculation. Should the actual results of the acquired business increase or decrease as compared to our estimates and assumptions, the fair value of the contingent consideration obligations would increase or decrease, up to the contracted limit, as applicable. The fair value measurement includes revenue forecasts which are a Level 3 measurement as discussed in Note 14 to our Condensed Consolidated Financial Statements. Any changes in the estimated fair value of the contingent earn-out consideration, up to the contractual amounts, are reflected in our results of operations in the periods they are identified. Any changes in the estimated fair value of the contingent earn-out consideration may materially impact and cause volatility in our future operating results. | |||||||||||||
On December 10, 2013, we recorded an estimate of contingent earn-out consideration payable upon achievement of page view milestones over a two year period related to our acquisition of Twitchy.com. Using a probability-weighted discounted cash flow model, we estimated the fair value of the $1.2 million total contingent earn-out consideration at the present value of $0.6 million as of the closing date. During our quarterly reviews as of March 31, 2014, June 30, 2014 and September 30, 2014, we observed actual page views that were higher than those estimated at the time of our projections. We increased our future page view estimates and revised our probability-weighted discounted cash flow model for the updated projections. We recorded a $58,000 and $275,000 increase in the estimated fair value of the contingent earn-out consideration which is reflected in our operating results for the three and nine months ending September 30, 2014, respectively. We will continue to review our estimates quarterly over the remaining earn-out period of 1.25 years. We may pay up to an additional $1.0 million of contingent earn-out consideration over the remaining earn-out period based on the achievement of certain page view milestones established in the purchase agreement. Any changes in the estimated fair value of the contingent earn-out consideration, up to the contracted amount, will be reflected in our results of operations in future periods as they are identified. | |||||||||||||
On January 10, 2014, we recorded an estimate of contingent earn-out consideration payable upon achievement of certain revenue benchmarks over a three year period related to the acquisition of the Eagle entities. Using a probability-weighted discounted cash flow model, we recorded the estimated fair value of the $8.5 million total contingent earn-out consideration at the present value of $2.0 million as of the closing date. There were no changes in our estimates as of the quarterly review performed as of March 31, 2014. During our quarterly reviews as of June 30, 2014 and September 30, 2014, we observed actual revenues that were higher than those estimated at the time of our original projections. We increased our revenue estimates and revised our probability-weighted discounted cash flow model for the updated projections. We recorded a $0.5 million and $0.6 million increase in the estimated fair value of the contingent earn-out consideration which is reflected in our operating results for the three and nine months ending September 30, 2014, respectively. We will continue to review our estimates quarterly over the remaining earn-out period of 2.50 years. Any changes in the estimated fair value of the contingent earn-out consideration, up to the contracted amount, will be reflected in our results of operations in future periods as they are identified. | |||||||||||||
The following table reflects the changes in the present value of our acquisition related contingent earn-out consideration for the three and nine months ended September 30, 2014: | |||||||||||||
Three months ending September 30, 2014 | |||||||||||||
(dollars in thousands) | |||||||||||||
Short-Term | Long-Term | Total | |||||||||||
Accrued Expenses | Other Liabilities | ||||||||||||
Beginning Balance as of July 1, 2014 | $ | 1,556 | $ | 1,599 | $ | 3,155 | |||||||
Acquisitions | — | — | — | ||||||||||
Accretion of acquisition-related contingent consideration | 15 | 17 | 32 | ||||||||||
Change in the estimated fair value of contingent earn-out consideration | 382 | 163 | 545 | ||||||||||
Payments | (300 | ) | — | (300 | ) | ||||||||
Ending Balance as of September 30, 2014 | $ | 1,653 | $ | 1,779 | $ | 3,432 | |||||||
Nine months ending September 30, 2014 | |||||||||||||
(dollars in thousands) | |||||||||||||
Short-Term | Long-Term | Total | |||||||||||
Accrued Expenses | Other Liabilities | ||||||||||||
Beginning Balance as of January 1, 2014 | $ | 329 | $ | 287 | $ | 616 | |||||||
Acquisitions | 692 | 1,355 | 2,047 | ||||||||||
Accretion of acquisition-related contingent consideration | 64 | 91 | 155 | ||||||||||
Change in the estimated fair value of contingent earn-out consideration | 692 | 222 | 914 | ||||||||||
Reclassification of payments due in next12 month to short-term | 176 | (176 | ) | — | |||||||||
Payments | (300 | ) | — | (300 | ) | ||||||||
Ending Balance as of September 30, 2014 | $ | 1,653 | $ | 1,779 | $ | 3,432 | |||||||
STOCK_INCENTIVE_PLAN
STOCK INCENTIVE PLAN | 9 Months Ended | ||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||
STOCK INCENTIVE PLAN | ' | ||||||||||||||||||
NOTE 6. STOCK INCENTIVE PLAN | |||||||||||||||||||
The company has one stock incentive plan. The Amended and Restated 1999 Stock Incentive Plan (the “Plan”) allows the company to grant stock options and restricted stock to employees, directors, officers and advisors of the company. A maximum of 5,000,000 shares are authorized under the Plan. Options generally vest over a four year period and have a maximum term of five years from the vesting date. The Plan provides that vesting may be accelerated upon the occurrence of certain corporate transactions of the company. The Plan provides that the Board of Directors, or a committee appointed by the Board, has discretion, subject to certain limits, to modify the terms of outstanding options. We recognize non-cash stock-based compensation expense related to the estimated fair value of stock options granted in accordance with FASB ASC Topic 718 Compensation—Stock Compensation. | |||||||||||||||||||
The following table reflects the components of stock-based compensation expense recognized in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2013 and 2014: | |||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||
2013 | 2014 | 2013 | 2014 | ||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||
Stock option compensation expense included in Corporate expenses | $ | 243 | $ | 223 | $ | 555 | $ | 843 | |||||||||||
Restricted stock shares compensation expense included in Corporate expenses | — | — | 481 | — | |||||||||||||||
Stock option compensation expense included in Broadcast operating expenses | 43 | 64 | 260 | 253 | |||||||||||||||
Stock option compensation expense included in Internet operating expenses | 62 | 40 | 195 | 134 | |||||||||||||||
Stock option compensation expense included in Publishing operating expenses | 10 | 17 | 38 | 46 | |||||||||||||||
Total stock-based compensation expense, pre-tax | $ | 358 | $ | 344 | $ | 1,529 | $ | 1,276 | |||||||||||
Tax provision for stock-based compensation expense | (143 | ) | (137 | ) | (611 | ) | (510 | ) | |||||||||||
Total stock-based compensation expense, net of tax | $ | 215 | $ | 207 | $ | 918 | $ | 766 | |||||||||||
Stock option and restricted stock grants | |||||||||||||||||||
The Plan allows the company to grant stock options and shares of restricted stock to employees, directors, officers and advisors of the company. For grants of stock options, the option exercise price is set at the closing price of the company’s common stock on the date of grant, and the related number of shares underlying the stock option is fixed at that point in time. The Plan also provides for grants of restricted stock. Eligible employees may receive stock options annually with the number of shares and type of instrument generally determined by the employee’s salary grade and performance level. In addition, certain management and professional level employees typically receive a stock option grant upon commencement of employment. The Plan does not allow key employees and directors (restricted persons) to exercise options during pre-defined blackout periods. Employees may participate in plans established pursuant to Rule 10b5-1 under the Exchange Act that allow them to exercise options according to pre-established criteria. | |||||||||||||||||||
We use the Black-Scholes valuation model to estimate the grant date fair value of stock options and restricted stock. The expected volatility reflects the consideration of the historical volatility of our stock as determined by the closing price over a six to ten year term that is generally commensurate with the expected term of the award. Expected dividends reflect the quarterly distributions authorized and declared on our Class A and Class B common stock as of the grant date. The expected term of the awards are based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rates for periods within the expected term of the award are based on the U.S. Treasury yield curve in effect during the period the options were granted. We use historical data to estimate future forfeiture rates to apply against the gross amount of compensation expense determined using the valuation model. | |||||||||||||||||||
The weighted-average assumptions used to estimate the fair value of the stock options and restricted stock awards using the Black-Scholes valuation model were as follows for the three and nine months ended September 30, 2013 and 2014: | |||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||
2013 | 2014 | 2013 | 2014 | ||||||||||||||||
Expected volatility | n/a | n/a | 100.78 | % | 74.98 | % | |||||||||||||
Expected dividends | n/a | n/a | 2.05 | % | 2.7 | % | |||||||||||||
Expected term (in years) | n/a | n/a | 6.6 | 7.8 | |||||||||||||||
Risk-free interest rate | n/a | n/a | 1.06 | % | 2.27 | % | |||||||||||||
Stock option information with respect to the company’s stock-based equity plans during the nine months ended September 30, 2014 is as follows (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value): | |||||||||||||||||||
Options | Shares | Weighted Average | Weighted Average | Weighted Average | Aggregate | ||||||||||||||
Exercise Price | Grant Date Fair Value | Remaining Contractual | Intrinsic Value | ||||||||||||||||
Term | |||||||||||||||||||
Outstanding at January 1, 2014 | 2,162,067 | $ | 5.09 | $ | 3.57 | 5.5 years | $ | 8,491 | |||||||||||
Granted | 25,000 | $ | 8.4 | $ | 4.73 | $ | — | ||||||||||||
Exercised | (227,337 | ) | $ | 4.82 | $ | 3.74 | $ | 977 | |||||||||||
Forfeited or expired | (72,401 | ) | $ | 13.3 | $ | 8.52 | $ | 11 | |||||||||||
Outstanding at September 30, 2014 | 1,887,329 | $ | 4.85 | $ | 3.38 | 5.1 years | $ | 5,652 | |||||||||||
Exercisable at September 30, 2014 | 695,459 | $ | 5.18 | $ | 3.8 | 3.4 years | $ | 2,110 | |||||||||||
Expected to Vest | 1,131,684 | $ | 4.66 | $ | 3.13 | 6.1 years | $ | 3,363 | |||||||||||
The aggregate intrinsic value represents the difference between the company’s closing stock price on September 30, 2014 of $7.61 and the option exercise price of the shares for stock options that were in the money, multiplied by the number of shares underlying such options. The total fair value of options vested during the nine months ended September 30, 2013 and 2014 was $0.8 million and $1.8 million, respectively. | |||||||||||||||||||
As of September 30, 2014, there was $1.3 million of total unrecognized compensation cost related to non-vested awards of stock options. This cost is expected to be recognized over a weighted-average period of 1.6 years. |
RECENT_ACCOUNTING_PRONOUNCEMEN
RECENT ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Changes and Error Corrections [Abstract] | ' |
RECENT ACCOUNTING PRONOUNCEMENTS | ' |
NOTE 7. RECENT ACCOUNTING PRONOUNCEMENTS | |
Changes to accounting principles are established by the FASB in the form of accounting standards updates (“ASU’s”) to the FASB’s Accounting Standards Codification. We consider the applicability and impact of all ASU’s. ASU’s not listed below were assessed and determined to be not applicable to our financial position or results of operations. | |
In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entities Ability to Continue as a Going Concern, which requires management to assess a company’s ability to continue as a going concern and to provide related footnote disclosures. The new standard provides management with specific guidance on the assessments and related disclosures as well as provides a longer look-forward period as one year from the financial statement issuance date. The new standard is effective for the annual period ending after December 15, 2016, with early adoption permitted. The adoption of this ASU is not expected to have a material impact on our financial position, results of operations, cash flows, or presentation thereof. | |
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The new standard is effective as of the first interim period within annual reporting periods beginning on or after December 15, 2016, and will replace most existing revenue recognition guidance in U.S. GAAP. Early adoption is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our consolidated financial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of this ASU on our financial position, results of operations, cash flows, or presentation thereof. | |
In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. ASU 2014-08 limits the requirement to report discontinued operations to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. The amendments also require expanded disclosures concerning discontinued operations and disclosures of certain financial results attributable to a disposal of a significant component of an entity that does not qualify for discontinued operations reporting. These amendments are effective prospectively for reporting periods beginning on or after December 15, 2014, with early adoption permitted. The adoption of this ASU is not expected to have a material impact on our financial position, results of operations, cash flows, or presentation thereof. |
EQUITY_TRANSACTIONS
EQUITY TRANSACTIONS | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Equity [Abstract] | ' | ||||||||||
EQUITY TRANSACTIONS | ' | ||||||||||
NOTE 8. EQUITY TRANSACTIONS | |||||||||||
We account for stock-based compensation expense in accordance with FASB ASC Topic 718 Compensation-Stock Compensation. As a result, $0.3 million and $1.3 million of non-cash stock-based compensation expense has been recorded to additional paid-in capital for the three and nine months ended September 30, 2014, respectively, in comparison to $0.4 million and $1.5 million for the three and nine months ended September 30, 2013. | |||||||||||
While we intend to pay regular quarterly distributions, the actual declaration of such future distributions and the establishment of the per share amount, record dates, and payment dates are subject to final determination by our Board of Directors and dependent upon future earnings, cash flows, financial requirements, and other factors. The current policy of the Board of Directors is to review each of these factors on a quarterly basis to determine the appropriate amount, if any, to allocate toward a cash distribution with the general principle of using approximately 20% of free cash flow. Free cash flow is a non-GAAP measure defined in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations included with this quarterly report. | |||||||||||
The following table shows distributions that have been declared and paid since January 1, 2013: | |||||||||||
Announcement Date | Payment Date | Amount Per Share | Cash Distributed | ||||||||
(in thousands) | |||||||||||
September 2, 2014 | September 30, 2014 | $ | 0.0625 | $ | 1,579 | ||||||
May 27, 2014 | June 30, 2014 | $ | 0.06 | 1,514 | |||||||
March 6, 2014 | March 31, 2014 | $ | 0.0575 | 1,444 | |||||||
November 20, 2013 | December 27, 2013 | $ | 0.055 | 1,376 | |||||||
September 12, 2013 | October 4, 2013 | $ | 0.0525 | 1,308 | |||||||
May 30, 2013 | June 28, 2013 | $ | 0.05 | 1,240 | |||||||
March 18, 2013 | April 1, 2013 | $ | 0.05 | 1,234 | |||||||
Based on the number of shares of Class A and Class B currently outstanding, and the currently approved distribution amount, we expect to pay total annual distributions of approximately $6.1 million for the year ending December 31, 2014. |
NOTES_PAYABLE_AND_LONGTERM_DEB
NOTES PAYABLE AND LONG-TERM DEBT | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
NOTES PAYABLE AND LONG-TERM DEBT | ' | ||||||||||||||||
NOTE 9. NOTES PAYABLE AND LONG-TERM DEBT | |||||||||||||||||
Salem Communications Corporation has no independent assets or operations, the subsidiary guarantees are full and unconditional and joint and several, and any subsidiaries of the Salem Communications Corporation other than the subsidiary guarantors are minor. | |||||||||||||||||
Term Loan B and Revolving Credit Facility | |||||||||||||||||
On March 14, 2013, we entered into a senior secured credit facility, consisting of the Term Loan B of $300.0 million and a revolving credit facility of $25.0 million (“Revolver”). The Term Loan B was issued at a discount for total net proceeds of $298.5 million. The discount is being amortized to non-cash interest expense over the life of the loan using the effective interest method. For each of the three and nine months ended September 30, 2013 and 2014, approximately $47,000 and $141,000 respectively, and $48,000 and $110,000, respectively, of the discount has been recognized as interest expense. | |||||||||||||||||
The Term Loan B has a term of seven years, maturing in March 2020. During this term, the principal amount may be increased by up to an additional $60.0 million, subject to the terms and conditions of the credit agreement. We are required to make principal payments of $750,000 per quarter which began on September 30, 2013 for the Term Loan B. Prepayments may be made against the outstanding balance of our Term Loan B. Each repayment of the outstanding Term Loan B is applied ratably to each of the next four principal installments thereof in the direct order of maturity and thereafter to the remaining principal balance in reverse order of maturity. | |||||||||||||||||
On September 29, 2014, we repaid $5.0 million in principal on the Term Loan B and paid interest due as of that date. We recorded an $18,000 pre-tax loss on the early retirement of long-term debt related to the unamortized discount on the principal repaid. On March 31, 2014, we repaid $2.3 million in principal on the Term Loan B and paid interest due as of that date. We recorded an $8,000 pre-tax loss on the early retirement of long-term debt related to the unamortized discount on the principal repaid. As of September 30, 2014, accrued interest on the Term Loan B was $36,000 and there are no quarterly principal payments due in the next twelve months. | |||||||||||||||||
Information regarding repayments of our Term Loan B is as follows: | |||||||||||||||||
Date | Principal Paid | Unamortized Discount | |||||||||||||||
(Dollars in Thousands) | |||||||||||||||||
September 29, 2014 | $ | 5,000 | $ | 18 | |||||||||||||
March 31, 2014 | 2,250 | 8 | |||||||||||||||
December 30, 2013 | 750 | 3 | |||||||||||||||
September 30, 2013 | 4,000 | 16 | |||||||||||||||
June 28, 2013 | 4,000 | 14 | |||||||||||||||
The Revolver has a term of five years, maturing in March 2018. We report outstanding balances on our Revolver as short-term based on use of the Revolver to fund ordinary and customary operating cash needs with repayments made frequently. We believe that the borrowing capacity under our Term Loan B and Revolver allows us to meet our ongoing operating requirements, fund capital expenditures and satisfy our debt service requirements for at least the next twelve months. | |||||||||||||||||
Borrowings under the Term Loan B may be made at LIBOR (subject to a floor of 1.00%) plus a spread of 3.50% or Wells Fargo’s base rate plus a spread of 2.50%. Borrowings under the Revolver may be made at LIBOR or Wells Fargo’s base rate plus a spread determined by reference to our leverage ratio, as set forth in the pricing grid below. If an event of default occurs under the credit agreement, the applicable interest rate may increase by 2.00% per annum. At September 30, 2014, the blended interest rate on amounts outstanding under the Term Loan B and Revolver was 5.04%. | |||||||||||||||||
Revolver Pricing | |||||||||||||||||
Pricing Level | Consolidated Leverage Ratio | Base Rate Loans | LIBOR Loans | ||||||||||||||
1 | Less than 3.00 to 1.00 | 1.25 | % | 2.25 | % | ||||||||||||
2 | Greater than or equal to 3.00 to 1.00 but less than 4.00 to 1.00 | 1.5 | % | 2.5 | % | ||||||||||||
3 | Greater than or equal to 4.00 to 1.00 but less than 5.00 to 1.00 | 1.75 | % | 2.75 | % | ||||||||||||
4 | Greater than or equal to 5.00 to 1.00 but less than 6.00 to 1.00 | 2 | % | 3 | % | ||||||||||||
5 | Greater than or equal to 6.00 to 1.00 | 2.5 | % | 3.5 | % | ||||||||||||
The obligations under the credit agreement and the related loan documents are secured by liens on substantially all of the assets of Salem and its subsidiaries, other than certain exceptions set forth in the Security Agreement, dated as of March 14, 2013, among Salem, the subsidiary guarantors party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (the “Security Agreement”) and such other related loan documents. | |||||||||||||||||
With respect to financial covenants, the credit agreement includes a minimum interest coverage ratio, which started at 1.50 to 1.0 and steps up to 2.50 to 1.0 by 2016 and a maximum leverage ratio, which started at 6.75 to 1.0 and steps down to 5.75 to 1.0 by 2017. The credit agreement also includes other negative covenants that are customary for credit facilities of this type, including covenants that, subject to exceptions described in the credit agreement, restrict the ability of Salem and its subsidiary guarantors: (i) to incur additional indebtedness; (ii) to make investments; (iii) to make distributions, loans or transfers of assets; (iv) to enter into, create, incur, assume or suffer to exist any liens; (v) to sell assets; (vi) to enter into transactions with affiliates; or (vii) to merge or consolidate with, or dispose of all or substantially all assets to, a third party. As of September 30, 2014, our leverage ratio was 5.42 to 1 compared to our compliance covenant of 6.50 and our interest coverage ratio was 3.44 compared to our compliance ratio of 2.0. We were in compliance with our debt covenants under the credit facility at September 30, 2014. | |||||||||||||||||
Terminated Senior Secured Second Lien Notes | |||||||||||||||||
On December 1, 2009, we issued $300.0 million principal amount of our 9 5⁄8% Notes Senior Secured Second Lien Notes due 2016 (“Terminated 9 5⁄8% Notes”) at a discount for $298.1 million resulting in an effective yield of 9.75%. Interest was due and payable on June 15 and December 15 of each year, commencing June 15, 2010 until maturity. We were not required to make principal payments on the Terminated 9 5⁄8% Notes, which were due in full in December 2016. The Terminated 9 5⁄8% Notes were guaranteed by all of our existing domestic restricted subsidiaries. Upon issuance, we were required to pay $28.9 million per year in interest on the then outstanding Terminated 9 5⁄8% Notes. As of December 31, 2012, accrued interest on the Terminated 9 5⁄8% Notes was $0.9 million. The discount was being amortized to interest expense over the term of the Terminated 9 5⁄8% Notes based on the effective interest method. For the three and nine months ended September 30, 2013, approximately $0 and $37,000 of the discount, respectively, was recognized as interest expense. | |||||||||||||||||
On March 14, 2013, we tendered for $212.6 million in aggregate principal amount of the Terminated 9 5⁄8% Notes for an aggregate purchase price of $240.3 million, or at a price equal to 110.65% of the face value of the Terminated 9 5⁄8% Notes in the Tender Offer. We paid $22.7 million for this repurchase resulting in a $26.9 million pre-tax loss on the early retirement of long-term debt, which included approximately $0.8 million of unamortized discount and $2.9 million of bond issue costs associated with the Terminated 9 5⁄8% Notes. We issued a notice of redemption to redeem any of the Terminated 9 5⁄8% Notes that remained outstanding after the expiration date of the Tender Offer. On June 3, 2013, we redeemed the remaining $0.9 million of the outstanding Terminated 9 5⁄8% Notes to satisfy and discharge Salem’s obligations under the indenture for the Terminated 9 5⁄8% Notes. The carrying value of the Terminated 9 5⁄8% Notes was $212.6 million at December 31, 2012. There are no outstanding Terminated 9 5⁄8% Notes as of the effectiveness of the redemption. | |||||||||||||||||
Information regarding repurchases and redemptions of the Terminated 9 5⁄8% Notes is as follows: | |||||||||||||||||
Date | Principal | Premium | Unamortized | Bond Issue | |||||||||||||
Redeemed/Repurchased | Paid | Discount | Costs | ||||||||||||||
(Dollars in thousands) | |||||||||||||||||
June 3, 2013 | $ | 903 | $ | 27 | $ | 3 | $ | — | |||||||||
March 14, 2013 | 212,597 | 22,650 | 837 | 2,867 | |||||||||||||
December 12, 2012 | 4,000 | 120 | 17 | 57 | |||||||||||||
June 1, 2012 | 17,500 | 525 | 80 | 287 | |||||||||||||
December 12, 2011 | 12,500 | 375 | 62 | 337 | |||||||||||||
September 6, 2011 | 5,000 | 144 | 26 | 135 | |||||||||||||
June 1, 2011 | 17,500 | 525 | 93 | 472 | |||||||||||||
December 1, 2010 | 12,500 | 375 | 70 | 334 | |||||||||||||
June 1, 2010 | 17,500 | 525 | 105 | 417 | |||||||||||||
Terminated Senior Credit Facility | |||||||||||||||||
On December 1, 2009, we entered into a Revolver (“Terminated Revolver”). We amended the Terminated Revolver on November 1, 2010 to increase the borrowing capacity from $30 million to $40 million. The amendment allowed us to use borrowings under the Revolver, subject to the “Available Amount” as defined by the terms of the credit agreement, to redeem applicable portions of the Terminated 9 5⁄8% Notes. The calculation of the “Available Amount” also pertained to the payment of dividends when the leverage ratio was above 5.0 to 1. | |||||||||||||||||
On November 15, 2011, we completed the Second Amendment of the Terminated Revolver to, among other things, (1) extend the maturity date from December 1, 2012 to December 1, 2014, (2) change the interest rate applicable to LIBOR or the Wells Fargo base rate plus a spread to be determined based on our leverage ratio, (3) allow us to borrow and repay unsecured indebtedness provided certain conditions are met and (4) include step-downs related to our leverage ratio covenant. We incurred $0.5 million in fees to complete this amendment, which were being amortized over the remaining term of the agreement. The applicable interest rate relating to the amended credit agreement was LIBOR plus a spread of 3.00% per annum or the Base Rate plus a spread of 1.25% per annum, which was adjustable based on our leverage ratio. If an event of default occurred, the interest rate could be increased by 2.00% per annum. Details of the change in our rate based on our leverage ratio were as follows: | |||||||||||||||||
Consolidated Leverage Ratio | Base Rate | Eurodollar | Applicable Fee | ||||||||||||||
Rate Loans | Rate | ||||||||||||||||
Less than 3.25 to 1.00 | 0.75 | % | 2.25 | % | 0.4 | % | |||||||||||
Greater than or equal to 3.25 to 1.00 but less than 4.50 to 1.00 | 0.75 | % | 2.5 | % | 0.5 | % | |||||||||||
Greater than or equal to 4.50 to 1.00 but less than 6.00 to 1.00 | 1.25 | % | 3 | % | 0.6 | % | |||||||||||
Greater than or equal to 6.00 to 1.00 | 2.25 | % | 3.5 | % | 0.75 | % | |||||||||||
The Terminated Revolver included a $5 million subfacility for standby letters of credit and a subfacility for swingline loans of up to $5 million, subject to the terms and conditions of the credit agreement relating to the Terminated Revolver. In addition to interest charges outlined above, we paid a commitment fee on the unused balance based on the Applicable Fee Rate in the above table. | |||||||||||||||||
The Terminated Revolver was terminated on March 14, 2013 upon entry into our current senior secured credit facility. This termination resulted in a $0.9 million pre-tax loss on the early retirement of long-term debt related to unamortized credit facility fees. There was no outstanding balance on the Terminated Revolver as of the termination date. | |||||||||||||||||
Terminated Subordinated Credit Facility with First California Bank | |||||||||||||||||
On May 21, 2012, we entered into a Business Loan Agreement, Promissory Note and related loan documents with First California Bank (the “FCB Loan”). The FCB Loan was an unsecured, $10.0 million fixed-term loan with a maturity date of June 15, 2014. The interest rate for the FCB Loan (“Interest Rate”) was variable and was equal to the greater of: (a) 4.250% or (b) the Wall Street Journal Prime Rate as published in The Wall Street Journal and reported by FCB plus 1%. | |||||||||||||||||
We were required to repay the FCB Loan as follows: (a) twenty-three (23) consecutive monthly interest payments based upon the then-current principal balance outstanding at the then-current Interest Rate commencing on September 15, 2012; (b) seven (7) quarterly consecutive principal payments of $1.25 million each commencing on September 15, 2012; and (c) one (1) final principal and interest payment on June 15, 2014 of all outstanding and unpaid interest and principal as of such maturity date. The FCB Loan could be prepaid at any time subject to a minimum interest charge of fifty dollars ($50). If an event of default occurred on the FCB Loan, the Interest Rate could have been increased by 5.00% per annum. | |||||||||||||||||
The FCB loan was terminated on March 14, 2013 upon entry into our current senior secured credit facility. This termination resulted in a $33,000 pre-tax loss on the early retirement of long-term debt for unamortized credit facility fees. There was no outstanding balance on the FCB Loan as of the termination date. | |||||||||||||||||
Terminated Subordinated Debt due to Related Parties | |||||||||||||||||
On November 17, 2011, we entered into subordinated lines of credit “Terminated Subordinated Debt due Related Parties” with Edward G. Atsinger III, Chief Executive Officer and director of Salem, and Stuart W. Epperson, Chairman of Salem’s Board of Directors. Pursuant to the related agreements, Mr. Epperson committed to provide an unsecured revolving line of credit to Salem in a principal amount of up to $3 million, and Mr. Atsinger committed to provide an unsecured revolving line of credit in a principal amount of up to $6 million. On May 21, 2012, we also entered into a subordinated line of credit with Roland S. Hinz, a Salem board member. Mr. Hinz committed to provide an unsecured revolving line of credit in a principal amount of up to $6 million. On September 12, 2012, we amended and restated the original subordinated line of credit with Mr. Hinz to increase the unsecured revolving line of credit by $6 million for a total line of credit of up to $12 million. | |||||||||||||||||
The proceeds of the Terminated Subordinated Debt due to Related Parties could be used to repurchase a portion of the Terminated 9 5⁄8% Notes. Outstanding amounts under each subordinated line of credit bore interest at a rate equal to the lesser of (1) 5% per annum and (2) the maximum rate permitted for subordinated debt under the Terminated Revolver referred to above plus 2% per annum. Interest was payable at the time of any repayment of principal. In addition, outstanding amounts under each subordinated line of credit were required to be repaid within three (3) months from the time that such amounts were borrowed, with the exception of the subordinated line of credit with Mr. Hinz, which was to be repaid within six (6) months from the time that such amounts were borrowed. The Terminated Subordinated Debt due to Related Parties did not contain any covenants. On March 14, 2013, we repaid these lines of credit upon entry into our current senior secured credit facility. On April 3, 2013, we provided written notice to Messrs. Atsinger, Epperson and Hinz electing to terminate the Terminated Subordinated Debt due to Related Parties and related agreements effective as of May 3, 2013. There were no outstanding balances on the Terminated Subordinated Debt due to Related Parties as of the termination date. | |||||||||||||||||
Summary of long-term debt obligations | |||||||||||||||||
Long-term debt consisted of the following: | |||||||||||||||||
As of December 31, 2013 | As of September 30, 2014 | ||||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Term Loan B | $ | 289,939 | $ | 282,856 | |||||||||||||
Revolver | — | 2,759 | |||||||||||||||
Capital leases and other loans | 854 | 762 | |||||||||||||||
290,793 | 286,377 | ||||||||||||||||
Less current portion | (3,121 | ) | (2,871 | ) | |||||||||||||
$ | 287,672 | $ | 283,506 | ||||||||||||||
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, 2014: | |||||||||||||||||
• | Outstanding borrowings of $284.0 million under the Term Loan B with interest payments due at LIBOR (subject to a floor of 1.00%) plus 3.50% or prime rate plus 2.50%; and | ||||||||||||||||
• | Outstanding borrowings of $2.8 million under the Revolver, with interest payments due at LIBOR plus 3.00% or at prime rate plus 2.00%. | ||||||||||||||||
Other Debt | |||||||||||||||||
We have several capital leases related to office equipment. The obligation recorded at December 31, 2013 and September 30, 2014 represents the present value of future commitments under the capital lease agreements. | |||||||||||||||||
Maturities of Long-Term Debt | |||||||||||||||||
Principal repayment requirements under all long-term debt agreements outstanding at September 30, 2014 for each of the next five years and thereafter are as follows: | |||||||||||||||||
Amount | |||||||||||||||||
For the Twelve Months Ended September 30, | (Dollars in thousands) | ||||||||||||||||
2015 | $ | 2,871 | |||||||||||||||
2016 | 3,095 | ||||||||||||||||
2017 | 3,098 | ||||||||||||||||
2018 | 3,095 | ||||||||||||||||
2019 | 3,091 | ||||||||||||||||
Thereafter | 271,127 | ||||||||||||||||
$ | 286,377 | ||||||||||||||||
DEFERRED_FINANCING_COSTS
DEFERRED FINANCING COSTS | 9 Months Ended |
Sep. 30, 2014 | |
Text Block [Abstract] | ' |
DEFERRED FINANCING COSTS | ' |
NOTE 10. DEFERRED FINANCING COSTS | |
Deferred financing costs consist of bank loan fees incurred upon entering our Term Loan B and Revolver as of September 30, 2013. The costs are being amortized over the seven year term of the Term Loan B and the five year term of the Revolver as an adjustment to interest expense. Deferred financing costs were $4.1 million and $3.6 million at December 31, 2013 and September 30, 2014, respectively. |
AMORTIZABLE_INTANGIBLE_ASSETS
AMORTIZABLE INTANGIBLE ASSETS | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
AMORTIZABLE INTANGIBLE ASSETS | ' | ||||||||||||
NOTE 11. AMORTIZABLE INTANGIBLE ASSETS | |||||||||||||
The following tables provide details, by major category, of the significant classes of amortizable intangible assets: | |||||||||||||
As of September 30, 2014 | |||||||||||||
Cost | Accumulated | Net | |||||||||||
Amortization | |||||||||||||
(Dollars in thousands) | |||||||||||||
Customer lists and contracts | $ | 19,910 | $ | (15,885 | ) | $ | 4,025 | ||||||
Domain and brand names | 15,464 | (9,321 | ) | 6,143 | |||||||||
Favorable and assigned leases | 2,358 | (1,772 | ) | 586 | |||||||||
Subscriber base and lists | 4,302 | (2,467 | ) | 1,835 | |||||||||
Author relationships | 2,245 | (1,175 | ) | 1,070 | |||||||||
Non-compete agreements | 888 | (644 | ) | 244 | |||||||||
Other amortizable intangible assets | 1,336 | (1,336 | ) | — | |||||||||
$ | 46,503 | $ | (32,600 | ) | $ | 13,903 | |||||||
As of December 31, 2013 | |||||||||||||
Cost | Accumulated | Net | |||||||||||
Amortization | |||||||||||||
(Dollars in thousands) | |||||||||||||
Customer lists and contracts | $ | 17,170 | $ | (13,830 | ) | $ | 3,340 | ||||||
Domain and brand names | 12,700 | (8,124 | ) | 4,576 | |||||||||
Favorable and assigned leases | 2,358 | (1,701 | ) | 657 | |||||||||
Subscriber base and lists | 1,856 | (1,856 | ) | — | |||||||||
Author relationships | 563 | (563 | ) | — | |||||||||
Non-compete agreements | 743 | (550 | ) | 193 | |||||||||
Other amortizable intangible assets | 1,336 | (1,309 | ) | 27 | |||||||||
$ | 36,726 | $ | (27,933 | ) | $ | 8,793 | |||||||
Based on the amortizable intangible assets as of September 30, 2014, we estimate amortization expense for the next five years to be as follows: | |||||||||||||
Year Ending December 31, | Amortization Expense | ||||||||||||
(Dollars in thousands) | |||||||||||||
2014 (Oct – Dec) | $ | 1,528 | |||||||||||
2015 | 4,851 | ||||||||||||
2016 | 2,934 | ||||||||||||
2017 | 1,532 | ||||||||||||
2018 | 1,318 | ||||||||||||
Thereafter | 1,740 | ||||||||||||
Total | $ | 13,903 | |||||||||||
BASIC_AND_DILUTED_NET_EARNINGS
BASIC AND DILUTED NET EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ' |
BASIC AND DILUTED NET EARNINGS PER SHARE | ' |
NOTE 12. BASIC AND DILUTED NET EARNINGS PER SHARE | |
Basic net earnings per share is computed using the weighted average number of Class A and Class B shares of common stock outstanding during the period. Diluted net earnings per share is computed using the weighted average number of shares of Class A and Class B common stock outstanding during the period plus the dilutive effects of stock options. | |
Options to purchase 2,296,020 and 1,887,329 shares of Class A common stock were outstanding at September 30, 2013 and September 30, 2014, respectively. Diluted weighted average shares outstanding exclude outstanding stock options whose exercise price is in excess of the average price of the company’s stock price. These options are excluded from the respective computations of diluted net income or loss per share because their effect would be anti-dilutive. As of September 30, 2013 and September 30, 2014 there were 794,553 and 729,560 dilutive shares, respectively. |
DERIVATIVE_INSTRUMENTS
DERIVATIVE INSTRUMENTS | 9 Months Ended |
Sep. 30, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' |
DERIVATIVE INSTRUMENTS | ' |
NOTE 13. DERIVATIVE INSTRUMENTS | |
We are exposed to fluctuations in interest rates. We actively monitor these fluctuations and use derivative instruments from time to time to manage the related risk. In accordance with our risk management strategy, we may use derivative instruments only for the purpose of managing risk associated with an asset, liability, committed transaction, or probable forecasted transaction that is identified by management. Our use of derivative instruments may result in short-term gains or losses that may increase the volatility of our earnings. | |
Under FASB ASC Topic 815 Derivatives and Hedging the effective portion of the gain or loss on a derivative instrument designated and qualifying as a cash flow hedging instrument shall be reported as a component of other comprehensive income (outside earnings) and reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. The remaining gain or loss on the derivative instrument, if any, shall be recognized currently in earnings. | |
On March 27, 2013, we entered into an interest rate swap agreement with Wells Fargo Bank, N.A. that began on March 28, 2014 with a notional principal amount of $150.0 million. The agreement was entered to offset risks associated with the variable interest rate on our Term Loan B. Payments on the swap are due on a quarterly basis with a LIBOR floor of 0.625%. The swap expires on March 28, 2019 at a fixed rate of 1.645%. The interest rate swap agreement was not designated as a cash flow hedge, and as a result, all changes in the fair value are recognized in the current period statement of operations rather than through other comprehensive income. We recorded an asset of $1.8 million as of September 30, 2014, representing the fair value of the interest rate swap agreement. The swap was valued based on observable inputs for similar assets and liabilities and other observable inputs for interest rates and yield curves, which are classified within Level 2 inputs in the fair value hierarchy described in Note 14. |
FAIR_VALUE_MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
FAIR VALUE MEASUREMENTS | ' | ||||||||||||||||
NOTE 14. FAIR VALUE MEASUREMENTS | |||||||||||||||||
FASB ASC Topic 820 Fair Value Measurements and Disclosures established a hierarchal disclosure framework associated with the level of pricing observability utilized in measuring fair value. This framework defines three levels of inputs to the fair value measurement process and requires that each fair value measurement be assigned to a level corresponding to the lowest level input that is significant to the fair value measurement in its entirety. The three broad levels of inputs defined by the FASB ASC Topic 820 hierarchy are as follows: | |||||||||||||||||
• | Level 1 Inputs—quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; | ||||||||||||||||
• | Level 2 Inputs—inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability; and | ||||||||||||||||
• | Level 3 Inputs—unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data). | ||||||||||||||||
As of September 30, 2014, the carrying value of cash and cash equivalents, trade accounts receivables, accounts payable, accrued expenses and accrued interest approximates fair value due to the short-term nature of such instruments. The carrying value of other long-term liabilities approximates fair value as the related interest rates approximate rates currently available to the company. The following table summarizes the fair value of our financial assets and liabilities measured at fair value: | |||||||||||||||||
September 30, 2014 | |||||||||||||||||
Total Fair Value | Fair Value Measurement Category | ||||||||||||||||
and Carrying Value | |||||||||||||||||
on Balance Sheet | Level 1 | Level 2 | Level 3 | ||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Assets: | |||||||||||||||||
Cash and cash equivalents | $ | 311 | $ | 311 | $ | — | $ | — | |||||||||
Trade accounts receivable, net | 40,168 | 40,168 | — | — | |||||||||||||
Fair value of interest rate swap | 1,754 | — | 1,754 | — | |||||||||||||
Liabilities: | |||||||||||||||||
Accounts payable | 5,252 | 5,252 | — | — | |||||||||||||
Accrued expenses including estimated fair value of contingent earn-out consideration | 13,324 | 11,671 | — | 1,653 | |||||||||||||
Accrued interest | 45 | 45 | — | — | |||||||||||||
Long term liabilities including estimated fair value of contingent earn-out consideration | 4,151 | 2,372 | — | 1,779 | |||||||||||||
Long-term debt | 286,377 | 286,377 | — | — |
INCOME_TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
INCOME TAXES | ' |
NOTE 15. INCOME TAXES | |
We account for income taxes in accordance with FASB ASC Topic 740 Income Taxes. We recorded a decrease in our unrecognized tax benefits of $0.03 million and $0.04 million, respectively, as of September 30, 2013 and September 30, 2014. At December 31, 2013, we had $0.9 million in liabilities for unrecognized tax benefits. Included in this liability amount were $0.02 million accrued for the related interest, net of federal income tax benefits, and $0.02 million for the related penalty recorded in income tax expense on our Condensed Consolidated Statements of Operations. We expect to reduce the reserve balance by $0.4 million over the next twelve months due to statute expirations. | |
Valuation Allowance (Deferred Taxes) | |
For financial reporting purposes, we recorded a valuation allowance of $2.9 million as of September 30, 2014 to offset a portion of the deferred tax assets related to the state net operating loss carryforwards. We regularly review our financial forecasts in an effort to determine our ability to utilize the net operating loss carryforwards for tax purposes. Accordingly, the valuation allowance is adjusted periodically based on our estimate of the benefit the company will receive from such carryforwards. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
NOTE 16. COMMITMENTS AND CONTINGENCIES | |
We enter into various agreements in the normal course of business that contain minimum guarantees. The typical minimum guarantee is tied to future revenue amounts that exceed the contractual level. Accordingly, the fair value of these arrangements is zero. | |
The company and its subsidiaries, incident to its business activities, are parties to a number of legal proceedings, lawsuits, arbitration and other claims. Such matters are subject to many uncertainties and outcomes that are not predictable with assurance. The company maintains insurance that may provide coverage for such matters. Consequently, the company is unable to ascertain the ultimate aggregate amount of monetary liability or the financial impact with respect to these matters. We do not believe, at this time, that these legal proceedings, individually and in the aggregate, give rise to a reasonable likelihood of material loss to the company’s consolidated financial position, results of operations or cash flows. |
SEGMENT_DATA
SEGMENT DATA | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||
SEGMENT DATA | ' | ||||||||||||||||||||
NOTE 17. SEGMENT DATA | |||||||||||||||||||||
FASB ASC Topic 280 Segment Reporting requires companies to provide certain information about their operating segments. We operate in three segments — radio broadcasting, Internet and publishing — of which our radio broadcasting and Internet segment are reportable segments. Our radio broadcasting segment operates radio stations throughout the United States, as well as various radio networks and our sales groups. Our Internet segment operates all of our websites, digital publications and consumer product sales. Our publishing segment operates Regnery Publishing, our print magazines and Xulon Press, a print-on-demand book publisher. | |||||||||||||||||||||
Management uses operating income before depreciation, amortization, impairments and (gain) loss on sale or disposal of assets, as its measure of profitability for purposes of assessing performance and allocating resources. | |||||||||||||||||||||
Radio | Internet and | Publishing | Corporate | Consolidated | |||||||||||||||||
Broadcast | e-commerce | ||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Three Months Ended September 30, 2014 | |||||||||||||||||||||
Net revenue | $ | 46,962 | $ | 14,511 | $ | 8,130 | $ | — | $ | 69,603 | |||||||||||
Operating expenses | 32,596 | 10,931 | 6,766 | 5,254 | 55,547 | ||||||||||||||||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and gain on disposal of assets | $ | 14,366 | $ | 3,580 | $ | 1,364 | $ | (5,254 | ) | $ | 14,056 | ||||||||||
Depreciation | 1,971 | 764 | 130 | 276 | 3,141 | ||||||||||||||||
Amortization | 23 | 1,202 | 304 | 1 | 1,530 | ||||||||||||||||
Change in the estimated fair value of contingent earn-out consideration | — | 58 | 487 | — | 545 | ||||||||||||||||
Gain on disposal of assets | (7 | ) | — | — | — | (7 | ) | ||||||||||||||
Net operating income (loss) from continuing operations | $ | 12,379 | $ | 1,556 | $ | 443 | $ | (5,531 | ) | $ | 8,847 | ||||||||||
Three Months Ended September 30, 2013 | |||||||||||||||||||||
Net revenue | $ | 46,015 | $ | 9,390 | $ | 3,071 | $ | — | $ | 58,476 | |||||||||||
Operating expenses | 30,847 | 6,644 | 3,301 | 4,951 | 45,743 | ||||||||||||||||
Net operating income (loss) before depreciation, amortization, and (gain) loss on disposal of assets | $ | 15,168 | $ | 2,746 | $ | (230 | ) | $ | (4,951 | ) | $ | 12,733 | |||||||||
Depreciation | 1,986 | 702 | 115 | 286 | 3,089 | ||||||||||||||||
Amortization | 39 | 655 | 1 | — | 695 | ||||||||||||||||
(Gain) loss on disposal of assets | (35 | ) | — | — | 10 | (25 | ) | ||||||||||||||
Net operating income (loss) from continuing operations | $ | 13,178 | $ | 1,389 | $ | (346 | ) | $ | (5,247 | ) | $ | 8,974 | |||||||||
Radio | Internet and | Publishing | Corporate | Consolidated | |||||||||||||||||
Broadcast | e-commerce | ||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Nine Months Ended September 30, 2014 | |||||||||||||||||||||
Net revenue | $ | 140,393 | $ | 41,811 | $ | 18,369 | $ | — | $ | 200,573 | |||||||||||
Operating expenses | 97,695 | 30,811 | 17,624 | 17,542 | 163,672 | ||||||||||||||||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and loss on disposal of assets | $ | 42,698 | $ | 11,000 | $ | 745 | $ | (17,542 | ) | $ | 36,901 | ||||||||||
Depreciation | 5,954 | 2,278 | 364 | 841 | 9,437 | ||||||||||||||||
Amortization | 75 | 3,682 | 909 | 1 | 4,667 | ||||||||||||||||
Change in the estimated fair value of contingent earn-out consideration | — | 275 | 639 | — | 914 | ||||||||||||||||
Loss on disposal of assets | 214 | — | — | — | 214 | ||||||||||||||||
Net operating income (loss) from continuing operations | $ | 36,455 | $ | 4,765 | $ | (1,167 | ) | $ | (18,384 | ) | $ | 21,669 | |||||||||
Nine Months Ended September 30, 2013 | |||||||||||||||||||||
Net revenue | $ | 136,287 | $ | 29,012 | $ | 8,941 | $ | — | $ | 174,240 | |||||||||||
Operating expenses | 91,258 | 20,372 | 9,776 | 15,839 | 137,245 | ||||||||||||||||
Net operating income (loss) before depreciation, amortization, impairments and (gain) loss on disposal of assets | $ | 45,029 | $ | 8,640 | $ | (835 | ) | $ | (15,839 | ) | $ | 36,995 | |||||||||
Depreciation | 5,923 | 2,189 | 349 | 852 | 9,313 | ||||||||||||||||
Amortization | 117 | 1,954 | 5 | — | 2,076 | ||||||||||||||||
Impairment of indefinite-lived long-term assets other than goodwill | — | — | 345 | — | 345 | ||||||||||||||||
Impairment of goodwill | — | — | 438 | — | 438 | ||||||||||||||||
(Gain) loss on disposal of assets | (30 | ) | — | — | 10 | (20 | ) | ||||||||||||||
Net operating income (loss) from continuing operations | $ | 39,019 | $ | 4,497 | $ | (1,972 | ) | $ | (16,701 | ) | $ | 24,843 | |||||||||
Radio | Internet and | Publishing | Corporate | Consolidated | |||||||||||||||||
Broadcast | e-commerce | ||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
As of September 30, 2014 | |||||||||||||||||||||
Inventories, net | $ | — | $ | 292 | $ | 334 | $ | — | $ | 626 | |||||||||||
Property, plant and equipment, net | 82,889 | 7,091 | 2,017 | 8,299 | 100,296 | ||||||||||||||||
Broadcast licenses | 385,554 | — | — | — | 385,554 | ||||||||||||||||
Goodwill | 3,954 | 19,677 | 1,088 | 8 | 24,727 | ||||||||||||||||
Other indefinite-lived intangible assets | — | — | 868 | — | 868 | ||||||||||||||||
Amortizable intangible assets, net | 586 | 11,086 | 2,229 | 2 | 13,903 | ||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||
Property, plant and equipment, net | $ | 82,457 | $ | 6,402 | $ | 1,596 | $ | 8,473 | $ | 98,928 | |||||||||||
Broadcast licenses | 381,836 | — | — | — | 381,836 | ||||||||||||||||
Goodwill | 3,917 | 17,550 | 899 | 8 | 22,374 | ||||||||||||||||
Other indefinite-lived intangible assets | — | — | 868 | — | 868 | ||||||||||||||||
Amortizable intangible assets, net | 661 | 8,119 | 11 | 2 | 8,793 |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
NOTE 18. SUBSEQUENT EVENTS | |
Subsequent events reflect all applicable transactions through the date of the filing. | |
On October 1, 2014, we completed the acquisition of radio station KXXT-AM in Phoenix, Arizona for $0.6 million in cash. We began operating the station under an LMA as of June 6, 2014. The accompanying Condensed Consolidated Statements of Operations reflect the operating results of this entity as of the LMA date. |
BASIS_OF_PRESENTATION_Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Description of Business | ' |
Description of Business | |
Salem is a diversified multi-media company with integrated business operations covering radio broadcasting, content programming, Internet portals and websites and book and magazine publishing. Our programming is intended for audiences interested in Christian and family-themed content and conservative news talk. | |
Our foundational business is the ownership and operation of radio stations in large metropolitan markets. Upon the close of all announced transactions, we will own and/or operate 105 radio stations throughout the United States. Our broadcasting business also includes Salem Radio Network® (“SRN”), SRN News Network (“SNN”), Salem Music Network (“SMN”), Solid Gospel Network (“SGN”), Salem Media Representatives (“SMR”) and Vista Media Representatives (“VMR”). SRN, SNN, SMN and SGN are networks that produce and distribute programming, such as talk, news and music segments, to radio stations throughout the United States, including Salem owned and operated stations. SMR and VMR sell commercial airtime to national advertisers on radio stations and networks that we own, as well as on independent radio station affiliates. | |
Internet and e-commerce has been a significant area of growth for Salem and continues to be a prime focus for our future development. Salem Web Network™ (“SWN”) and our other Internet businesses provide Christian and conservative-themed content, audio and video streaming, and other resources digitally through the web. SWN’s Internet portals include Christian content websites: OnePlace.com, Christianity.com, Crosswalk.com®, GodVine.com, Jesus.org and BibleStudyTools.com. Our conservative opinion websites include Townhall.com™ and HotAir.com. Townhall.com also operates Twitchy.com and as of January 10, 2014, HumanEvents.com and RedState.com. All of our digital content is accessible through our radio station websites that also promote local content of interest to our audiences throughout the United States. | |
Our Internet and e-commerce segment also operates church product websites including WorshipHouseMedia.com, SermonSpice.com and ChurchStaffing.com. We offer books, DVD’s and editorial content developed by our on-air personalities through the Salem Consumer Products website. As of January 10, 2014, our Internet and e-commerce segment includes e-book sales through Regnery Publishing; distribution of digitally delivered newsletters featuring market analysis and investment advice through Eagle Financial Publications; and complimentary health advice and nutritional products through Eagle Wellness. | |
Our acquisition of Regnery Publishing on January 10, 2014, represents a major shift in our publishing segment. Regnery Publishing is a publisher of conservative books that was founded in 1947. Regnery has published dozens of bestselling books by leading conservative authors and personalities, including Ann Coulter, Newt Gingrich, Michelle Malkin, David Limbaugh, Ed Klein, Laura Ingraham, Mark Steyn and Dinesh D’Souza. Our publishing segment also includes Salem Publishing™, a producer and distributor of Christian and conservative opinion print magazines and Xulon Press™, a print-on-demand self-publishing service for Christian authors. | |
Variable Interest Entities | ' |
Variable Interest Entities | |
We account for entities qualifying as variable interest entities (“VIEs”) in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation which requires VIEs to be consolidated by the primary beneficiary. The primary beneficiary is the entity that holds the majority of the beneficial interests in the VIE. A VIE is an entity for which the primary beneficiary’s interest in the entity can change with variations in factors other than the amount of investment in the entity. | |
We may enter into Local Marketing Agreements (“LMAs”) contemporaneously with entering an Asset Purchase Agreement (“APA”) to acquire or sell a radio station. We may also enter into Time Brokerage Agreements (“TBAs”). Typically, both LMAs and TBAs are contractual agreements under which the station owner/licensee makes airtime available to a programmer/licensee in exchange for a fee and reimbursement of certain expenses. LMAs and TBAs are subject to compliance with the antitrust laws and the communications laws, including the requirement that the licensee must maintain independent control over the station and, in particular, its personnel, programming, and finances. The FCC has held that such agreements do not violate the communications laws as long as the licensee of the station receiving programming from another station maintains ultimate responsibility for, and control over, station operations and otherwise ensures compliance with the communications laws. | |
The requirements of FASB ASC Topic 810 may apply to entities under LMAs or TBAs, depending on the facts and circumstances related to each transaction. As of September 30, 2014 we did not consolidate any entities with which we entered into LMAs or TBAs under the guidance in FASB ASC Topic 810. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant areas for which management uses estimates include: (1) asset impairments, including broadcasting licenses, goodwill and other indefinite-lived intangible assets; (2) income tax valuation allowances; (3) uncertain tax positions; (4) allowance for doubtful accounts; (5) inventory reserves; (6) reserves for royalty advances; (7) self-insurance reserves; (8) fair value of equity awards; (9) estimated lives for tangible and intangible assets; (10) fair value measurements; (11) contingency reserves; (12) probabilities associated with the potential for contingent earn-out consideration; and (13) sales returns and allowances. These estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The estimates will change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update our assumptions and estimates on an ongoing basis and we may consult outside experts to assist as considered necessary. | |
Reclassifications | ' |
Reclassifications | |
Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. |
ACQUISITIONS_AND_RECENT_TRANSA1
ACQUISITIONS AND RECENT TRANSACTIONS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Summary of Business Acquisitions and Asset Purchases | ' | ||||||||||||||||
A summary of our business acquisitions and asset purchases for the nine months ended September 30, 2014, 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) | |||||||||||||||||
May 22, 2014 | WOCN-AM Miami, Florida (business acquisition) | $ | 2,450 | ||||||||||||||
May 6, 2014 | WRTH-FM (formerly WOLT-FM), Greenville, South Carolina (business acquisition) | 1,125 | |||||||||||||||
April 15, 2014 | FM Translators, Orlando, Florida, Tampa, Florida, Omaha, Nebraska (asset purchase) | 357 | |||||||||||||||
February 7, 2014 | KDIS-FM, Little Rock Arkansas and KRDY-AM, San Antonio, Texas (business acquisition) | 1,984 | |||||||||||||||
January 10, 2014 | Eagle Publishing (business acquisition) | 10,628 | |||||||||||||||
Various | Purchase of various Internet assets (asset purchases) | 408 | |||||||||||||||
$ | 16,952 | ||||||||||||||||
Summary of Total Acquisition Consideration | ' | ||||||||||||||||
The following table summarizes the total acquisition consideration for the nine months ended September 30, 2014: | |||||||||||||||||
Description | Total Consideration | ||||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Cash payments | $ | 10,678 | |||||||||||||||
Escrow deposits paid in prior years | 1,345 | ||||||||||||||||
Deferred cash payments made related to prior year acquisition | (300 | ) | |||||||||||||||
Present value of deferred cash payments (due 2015) | 893 | ||||||||||||||||
Present value of deferred cash payments (due 2016) | 2,289 | ||||||||||||||||
Present value of estimated fair value of contingent earn-out consideration | 2,047 | ||||||||||||||||
Total purchase price consideration | $ | 16,952 | |||||||||||||||
Total Acquisition Consideration Allocated | ' | ||||||||||||||||
The total acquisition consideration was allocated to the net assets acquired as follows: | |||||||||||||||||
Broadcast Assets | Internet Assets | Publishing | Net Assets | ||||||||||||||
Acquired | Acquired | Assets Acquired | Acquired | ||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Assets | |||||||||||||||||
Property and equipment | $ | 1,927 | $ | 1,099 | $ | 3,929 | $ | 6,955 | |||||||||
Developed websites | — | 539 | 38 | 577 | |||||||||||||
Broadcast licenses | 3,953 | — | — | 3,953 | |||||||||||||
Goodwill | 36 | 2,128 | 189 | 2,353 | |||||||||||||
Customer lists and contracts | — | 2,232 | 509 | 2,741 | |||||||||||||
Domain and brand names | — | 1,921 | 843 | 2,764 | |||||||||||||
Subscriber base and lists | — | 2,446 | — | 2,446 | |||||||||||||
Author relationships | — | — | 1,682 | 1,682 | |||||||||||||
Non-compete agreements | — | 79 | 66 | 145 | |||||||||||||
Liabilities | |||||||||||||||||
Deferred revenue & royalties assumed | — | (3,779 | ) | (2,885 | ) | (6,664 | ) | ||||||||||
$ | 5,916 | $ | 6,665 | $ | 4,371 | $ | 16,952 | ||||||||||
Loss from Discontinued Operations | ' | ||||||||||||||||
The following table sets forth the components of the loss from discontinued operations: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, 2013 | September 30, 2013 | ||||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Net revenues | $ | — | $ | 11 | |||||||||||||
Operating expenses | (19 | ) | (54 | ) | |||||||||||||
Operating loss | $ | (19 | ) | $ | (43 | ) | |||||||||||
Benefit from income taxes | (8 | ) | (17 | ) | |||||||||||||
Loss from discontinued operations, net of tax | $ | (11 | ) | $ | (26 | ) | |||||||||||
CONTINGENT_EARNOUT_CONSIDERATI1
CONTINGENT EARN-OUT CONSIDERATION (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Text Block [Abstract] | ' | ||||||||||||
Summary 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 contingent earn-out consideration for the three and nine months ended September 30, 2014: | |||||||||||||
Three months ending September 30, 2014 | |||||||||||||
(dollars in thousands) | |||||||||||||
Short-Term | Long-Term | Total | |||||||||||
Accrued Expenses | Other Liabilities | ||||||||||||
Beginning Balance as of July 1, 2014 | $ | 1,556 | $ | 1,599 | $ | 3,155 | |||||||
Acquisitions | — | — | — | ||||||||||
Accretion of acquisition-related contingent consideration | 15 | 17 | 32 | ||||||||||
Change in the estimated fair value of contingent earn-out consideration | 382 | 163 | 545 | ||||||||||
Payments | (300 | ) | — | (300 | ) | ||||||||
Ending Balance as of September 30, 2014 | $ | 1,653 | $ | 1,779 | $ | 3,432 | |||||||
Nine months ending September 30, 2014 | |||||||||||||
(dollars in thousands) | |||||||||||||
Short-Term | Long-Term | Total | |||||||||||
Accrued Expenses | Other Liabilities | ||||||||||||
Beginning Balance as of January 1, 2014 | $ | 329 | $ | 287 | $ | 616 | |||||||
Acquisitions | 692 | 1,355 | 2,047 | ||||||||||
Accretion of acquisition-related contingent consideration | 64 | 91 | 155 | ||||||||||
Change in the estimated fair value of contingent earn-out consideration | 692 | 222 | 914 | ||||||||||
Reclassification of payments due in next12 month to short-term | 176 | (176 | ) | — | |||||||||
Payments | (300 | ) | — | (300 | ) | ||||||||
Ending Balance as of September 30, 2014 | $ | 1,653 | $ | 1,779 | $ | 3,432 | |||||||
STOCK_INCENTIVE_PLAN_Tables
STOCK INCENTIVE PLAN (Tables) | 9 Months Ended | ||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||||
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 months ended September 30, 2013 and 2014: | |||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||
2013 | 2014 | 2013 | 2014 | ||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||
Stock option compensation expense included in Corporate expenses | $ | 243 | $ | 223 | $ | 555 | $ | 843 | |||||||||||
Restricted stock shares compensation expense included in Corporate expenses | — | — | 481 | — | |||||||||||||||
Stock option compensation expense included in Broadcast operating expenses | 43 | 64 | 260 | 253 | |||||||||||||||
Stock option compensation expense included in Internet operating expenses | 62 | 40 | 195 | 134 | |||||||||||||||
Stock option compensation expense included in Publishing operating expenses | 10 | 17 | 38 | 46 | |||||||||||||||
Total stock-based compensation expense, pre-tax | $ | 358 | $ | 344 | $ | 1,529 | $ | 1,276 | |||||||||||
Tax provision for stock-based compensation expense | (143 | ) | (137 | ) | (611 | ) | (510 | ) | |||||||||||
Total stock-based compensation expense, net of tax | $ | 215 | $ | 207 | $ | 918 | $ | 766 | |||||||||||
Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Valuation Model | ' | ||||||||||||||||||
The weighted-average assumptions used to estimate the fair value of the stock options and restricted stock awards using the Black-Scholes valuation model were as follows for the three and nine months ended September 30, 2013 and 2014: | |||||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||
2013 | 2014 | 2013 | 2014 | ||||||||||||||||
Expected volatility | n/a | n/a | 100.78 | % | 74.98 | % | |||||||||||||
Expected dividends | n/a | n/a | 2.05 | % | 2.7 | % | |||||||||||||
Expected term (in years) | n/a | n/a | 6.6 | 7.8 | |||||||||||||||
Risk-free interest rate | n/a | n/a | 1.06 | % | 2.27 | % | |||||||||||||
Stock Option | ' | ||||||||||||||||||
Stock option information with respect to the company’s stock-based equity plans during the nine months ended September 30, 2014 is as follows (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value): | |||||||||||||||||||
Options | Shares | Weighted Average | Weighted Average | Weighted Average | Aggregate | ||||||||||||||
Exercise Price | Grant Date Fair Value | Remaining Contractual | Intrinsic Value | ||||||||||||||||
Term | |||||||||||||||||||
Outstanding at January 1, 2014 | 2,162,067 | $ | 5.09 | $ | 3.57 | 5.5 years | $ | 8,491 | |||||||||||
Granted | 25,000 | $ | 8.4 | $ | 4.73 | $ | — | ||||||||||||
Exercised | (227,337 | ) | $ | 4.82 | $ | 3.74 | $ | 977 | |||||||||||
Forfeited or expired | (72,401 | ) | $ | 13.3 | $ | 8.52 | $ | 11 | |||||||||||
Outstanding at September 30, 2014 | 1,887,329 | $ | 4.85 | $ | 3.38 | 5.1 years | $ | 5,652 | |||||||||||
Exercisable at September 30, 2014 | 695,459 | $ | 5.18 | $ | 3.8 | 3.4 years | $ | 2,110 | |||||||||||
Expected to Vest | 1,131,684 | $ | 4.66 | $ | 3.13 | 6.1 years | $ | 3,363 | |||||||||||
EQUITY_TRANSACTIONS_Tables
EQUITY TRANSACTIONS (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Equity [Abstract] | ' | ||||||||||
Schedule of Cash Distributions Declared and Paid | ' | ||||||||||
The following table shows distributions that have been declared and paid since January 1, 2013: | |||||||||||
Announcement Date | Payment Date | Amount Per Share | Cash Distributed | ||||||||
(in thousands) | |||||||||||
September 2, 2014 | September 30, 2014 | $ | 0.0625 | $ | 1,579 | ||||||
May 27, 2014 | June 30, 2014 | $ | 0.06 | 1,514 | |||||||
March 6, 2014 | March 31, 2014 | $ | 0.0575 | 1,444 | |||||||
November 20, 2013 | December 27, 2013 | $ | 0.055 | 1,376 | |||||||
September 12, 2013 | October 4, 2013 | $ | 0.0525 | 1,308 | |||||||
May 30, 2013 | June 28, 2013 | $ | 0.05 | 1,240 | |||||||
March 18, 2013 | April 1, 2013 | $ | 0.05 | 1,234 |
NOTES_PAYABLE_AND_LONGTERM_DEB1
NOTES PAYABLE AND LONG-TERM DEBT (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Change in Rate Based on Leverage Ratio | ' | ||||||||||||||||
Details of the change in our rate based on our leverage ratio were as follows: | |||||||||||||||||
Consolidated Leverage Ratio | Base Rate | Eurodollar | Applicable Fee | ||||||||||||||
Rate Loans | Rate | ||||||||||||||||
Less than 3.25 to 1.00 | 0.75 | % | 2.25 | % | 0.4 | % | |||||||||||
Greater than or equal to 3.25 to 1.00 but less than 4.50 to 1.00 | 0.75 | % | 2.5 | % | 0.5 | % | |||||||||||
Greater than or equal to 4.50 to 1.00 but less than 6.00 to 1.00 | 1.25 | % | 3 | % | 0.6 | % | |||||||||||
Greater than or equal to 6.00 to 1.00 | 2.25 | % | 3.5 | % | 0.75 | % | |||||||||||
Long-Term Debt | ' | ||||||||||||||||
Long-term debt consisted of the following: | |||||||||||||||||
As of December 31, 2013 | As of September 30, 2014 | ||||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Term Loan B | $ | 289,939 | $ | 282,856 | |||||||||||||
Revolver | — | 2,759 | |||||||||||||||
Capital leases and other loans | 854 | 762 | |||||||||||||||
290,793 | 286,377 | ||||||||||||||||
Less current portion | (3,121 | ) | (2,871 | ) | |||||||||||||
$ | 287,672 | $ | 283,506 | ||||||||||||||
Principal Repayment Requirements Under Long-Term Agreements Outstanding | ' | ||||||||||||||||
Principal repayment requirements under all long-term debt agreements outstanding at September 30, 2014 for each of the next five years and thereafter are as follows: | |||||||||||||||||
Amount | |||||||||||||||||
For the Twelve Months Ended September 30, | (Dollars in thousands) | ||||||||||||||||
2015 | $ | 2,871 | |||||||||||||||
2016 | 3,095 | ||||||||||||||||
2017 | 3,098 | ||||||||||||||||
2018 | 3,095 | ||||||||||||||||
2019 | 3,091 | ||||||||||||||||
Thereafter | 271,127 | ||||||||||||||||
$ | 286,377 | ||||||||||||||||
Term Loan B | ' | ||||||||||||||||
Repayments of Term Loan B | ' | ||||||||||||||||
Information regarding repayments of our Term Loan B is as follows: | |||||||||||||||||
Date | Principal Paid | Unamortized Discount | |||||||||||||||
(Dollars in Thousands) | |||||||||||||||||
September 29, 2014 | $ | 5,000 | $ | 18 | |||||||||||||
March 31, 2014 | 2,250 | 8 | |||||||||||||||
December 30, 2013 | 750 | 3 | |||||||||||||||
September 30, 2013 | 4,000 | 16 | |||||||||||||||
June 28, 2013 | 4,000 | 14 | |||||||||||||||
Terminated 9 5/8% Senior Secured Second Lien Notes due 2016 | ' | ||||||||||||||||
Repayments of Term Loan B | ' | ||||||||||||||||
Information regarding repurchases and redemptions of the Terminated 9 5⁄8% Notes is as follows: | |||||||||||||||||
Date | Principal | Premium | Unamortized | Bond Issue | |||||||||||||
Redeemed/Repurchased | Paid | Discount | Costs | ||||||||||||||
(Dollars in thousands) | |||||||||||||||||
June 3, 2013 | $ | 903 | $ | 27 | $ | 3 | $ | — | |||||||||
March 14, 2013 | 212,597 | 22,650 | 837 | 2,867 | |||||||||||||
December 12, 2012 | 4,000 | 120 | 17 | 57 | |||||||||||||
June 1, 2012 | 17,500 | 525 | 80 | 287 | |||||||||||||
December 12, 2011 | 12,500 | 375 | 62 | 337 | |||||||||||||
September 6, 2011 | 5,000 | 144 | 26 | 135 | |||||||||||||
June 1, 2011 | 17,500 | 525 | 93 | 472 | |||||||||||||
December 1, 2010 | 12,500 | 375 | 70 | 334 | |||||||||||||
June 1, 2010 | 17,500 | 525 | 105 | 417 | |||||||||||||
Term Loan B and Revolving Credit Facility | ' | ||||||||||||||||
Change in Rate Based on Leverage Ratio | ' | ||||||||||||||||
Revolver Pricing | |||||||||||||||||
Pricing Level | Consolidated Leverage Ratio | Base Rate Loans | LIBOR Loans | ||||||||||||||
1 | Less than 3.00 to 1.00 | 1.25 | % | 2.25 | % | ||||||||||||
2 | Greater than or equal to 3.00 to 1.00 but less than 4.00 to 1.00 | 1.5 | % | 2.5 | % | ||||||||||||
3 | Greater than or equal to 4.00 to 1.00 but less than 5.00 to 1.00 | 1.75 | % | 2.75 | % | ||||||||||||
4 | Greater than or equal to 5.00 to 1.00 but less than 6.00 to 1.00 | 2 | % | 3 | % | ||||||||||||
5 | Greater than or equal to 6.00 to 1.00 | 2.5 | % | 3.5 | % |
AMORTIZABLE_INTANGIBLE_ASSETS_
AMORTIZABLE INTANGIBLE ASSETS (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||
Significant Classes of Amortizable Intangible Assets by Major Category | ' | ||||||||||||
The following tables provide details, by major category, of the significant classes of amortizable intangible assets: | |||||||||||||
As of September 30, 2014 | |||||||||||||
Cost | Accumulated | Net | |||||||||||
Amortization | |||||||||||||
(Dollars in thousands) | |||||||||||||
Customer lists and contracts | $ | 19,910 | $ | (15,885 | ) | $ | 4,025 | ||||||
Domain and brand names | 15,464 | (9,321 | ) | 6,143 | |||||||||
Favorable and assigned leases | 2,358 | (1,772 | ) | 586 | |||||||||
Subscriber base and lists | 4,302 | (2,467 | ) | 1,835 | |||||||||
Author relationships | 2,245 | (1,175 | ) | 1,070 | |||||||||
Non-compete agreements | 888 | (644 | ) | 244 | |||||||||
Other amortizable intangible assets | 1,336 | (1,336 | ) | — | |||||||||
$ | 46,503 | $ | (32,600 | ) | $ | 13,903 | |||||||
As of December 31, 2013 | |||||||||||||
Cost | Accumulated | Net | |||||||||||
Amortization | |||||||||||||
(Dollars in thousands) | |||||||||||||
Customer lists and contracts | $ | 17,170 | $ | (13,830 | ) | $ | 3,340 | ||||||
Domain and brand names | 12,700 | (8,124 | ) | 4,576 | |||||||||
Favorable and assigned leases | 2,358 | (1,701 | ) | 657 | |||||||||
Subscriber base and lists | 1,856 | (1,856 | ) | — | |||||||||
Author relationships | 563 | (563 | ) | — | |||||||||
Non-compete agreements | 743 | (550 | ) | 193 | |||||||||
Other amortizable intangible assets | 1,336 | (1,309 | ) | 27 | |||||||||
$ | 36,726 | $ | (27,933 | ) | $ | 8,793 | |||||||
Amortizable Intangible Assets, Estimate Amortization Expense | ' | ||||||||||||
Based on the amortizable intangible assets as of September 30, 2014, we estimate amortization expense for the next five years to be as follows: | |||||||||||||
Year Ending December 31, | Amortization Expense | ||||||||||||
(Dollars in thousands) | |||||||||||||
2014 (Oct – Dec) | $ | 1,528 | |||||||||||
2015 | 4,851 | ||||||||||||
2016 | 2,934 | ||||||||||||
2017 | 1,532 | ||||||||||||
2018 | 1,318 | ||||||||||||
Thereafter | 1,740 | ||||||||||||
Total | $ | 13,903 | |||||||||||
FAIR_VALUE_MEASUREMENTS_Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
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 measured at fair value: | |||||||||||||||||
September 30, 2014 | |||||||||||||||||
Total Fair Value | Fair Value Measurement Category | ||||||||||||||||
and Carrying Value | |||||||||||||||||
on Balance Sheet | Level 1 | Level 2 | Level 3 | ||||||||||||||
(Dollars in thousands) | |||||||||||||||||
Assets: | |||||||||||||||||
Cash and cash equivalents | $ | 311 | $ | 311 | $ | — | $ | — | |||||||||
Trade accounts receivable, net | 40,168 | 40,168 | — | — | |||||||||||||
Fair value of interest rate swap | 1,754 | — | 1,754 | — | |||||||||||||
Liabilities: | |||||||||||||||||
Accounts payable | 5,252 | 5,252 | — | — | |||||||||||||
Accrued expenses including estimated fair value of contingent earn-out consideration | 13,324 | 11,671 | — | 1,653 | |||||||||||||
Accrued interest | 45 | 45 | — | — | |||||||||||||
Long term liabilities including estimated fair value of contingent earn-out consideration | 4,151 | 2,372 | — | 1,779 | |||||||||||||
Long-term debt | 286,377 | 286,377 | — | — |
SEGMENT_DATA_Tables
SEGMENT DATA (Tables) | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||
Segment Data | ' | ||||||||||||||||||||
Management uses operating income before depreciation, amortization, impairments and (gain) loss on sale or disposal of assets, as its measure of profitability for purposes of assessing performance and allocating resources. | |||||||||||||||||||||
Radio | Internet and | Publishing | Corporate | Consolidated | |||||||||||||||||
Broadcast | e-commerce | ||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Three Months Ended September 30, 2014 | |||||||||||||||||||||
Net revenue | $ | 46,962 | $ | 14,511 | $ | 8,130 | $ | — | $ | 69,603 | |||||||||||
Operating expenses | 32,596 | 10,931 | 6,766 | 5,254 | 55,547 | ||||||||||||||||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and gain on disposal of assets | $ | 14,366 | $ | 3,580 | $ | 1,364 | $ | (5,254 | ) | $ | 14,056 | ||||||||||
Depreciation | 1,971 | 764 | 130 | 276 | 3,141 | ||||||||||||||||
Amortization | 23 | 1,202 | 304 | 1 | 1,530 | ||||||||||||||||
Change in the estimated fair value of contingent earn-out consideration | — | 58 | 487 | — | 545 | ||||||||||||||||
Gain on disposal of assets | (7 | ) | — | — | — | (7 | ) | ||||||||||||||
Net operating income (loss) from continuing operations | $ | 12,379 | $ | 1,556 | $ | 443 | $ | (5,531 | ) | $ | 8,847 | ||||||||||
Three Months Ended September 30, 2013 | |||||||||||||||||||||
Net revenue | $ | 46,015 | $ | 9,390 | $ | 3,071 | $ | — | $ | 58,476 | |||||||||||
Operating expenses | 30,847 | 6,644 | 3,301 | 4,951 | 45,743 | ||||||||||||||||
Net operating income (loss) before depreciation, amortization, and (gain) loss on disposal of assets | $ | 15,168 | $ | 2,746 | $ | (230 | ) | $ | (4,951 | ) | $ | 12,733 | |||||||||
Depreciation | 1,986 | 702 | 115 | 286 | 3,089 | ||||||||||||||||
Amortization | 39 | 655 | 1 | — | 695 | ||||||||||||||||
(Gain) loss on disposal of assets | (35 | ) | — | — | 10 | (25 | ) | ||||||||||||||
Net operating income (loss) from continuing operations | $ | 13,178 | $ | 1,389 | $ | (346 | ) | $ | (5,247 | ) | $ | 8,974 | |||||||||
Radio | Internet and | Publishing | Corporate | Consolidated | |||||||||||||||||
Broadcast | e-commerce | ||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
Nine Months Ended September 30, 2014 | |||||||||||||||||||||
Net revenue | $ | 140,393 | $ | 41,811 | $ | 18,369 | $ | — | $ | 200,573 | |||||||||||
Operating expenses | 97,695 | 30,811 | 17,624 | 17,542 | 163,672 | ||||||||||||||||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and loss on disposal of assets | $ | 42,698 | $ | 11,000 | $ | 745 | $ | (17,542 | ) | $ | 36,901 | ||||||||||
Depreciation | 5,954 | 2,278 | 364 | 841 | 9,437 | ||||||||||||||||
Amortization | 75 | 3,682 | 909 | 1 | 4,667 | ||||||||||||||||
Change in the estimated fair value of contingent earn-out consideration | — | 275 | 639 | — | 914 | ||||||||||||||||
Loss on disposal of assets | 214 | — | — | — | 214 | ||||||||||||||||
Net operating income (loss) from continuing operations | $ | 36,455 | $ | 4,765 | $ | (1,167 | ) | $ | (18,384 | ) | $ | 21,669 | |||||||||
Nine Months Ended September 30, 2013 | |||||||||||||||||||||
Net revenue | $ | 136,287 | $ | 29,012 | $ | 8,941 | $ | — | $ | 174,240 | |||||||||||
Operating expenses | 91,258 | 20,372 | 9,776 | 15,839 | 137,245 | ||||||||||||||||
Net operating income (loss) before depreciation, amortization, impairments and (gain) loss on disposal of assets | $ | 45,029 | $ | 8,640 | $ | (835 | ) | $ | (15,839 | ) | $ | 36,995 | |||||||||
Depreciation | 5,923 | 2,189 | 349 | 852 | 9,313 | ||||||||||||||||
Amortization | 117 | 1,954 | 5 | — | 2,076 | ||||||||||||||||
Impairment of indefinite-lived long-term assets other than goodwill | — | — | 345 | — | 345 | ||||||||||||||||
Impairment of goodwill | — | — | 438 | — | 438 | ||||||||||||||||
(Gain) loss on disposal of assets | (30 | ) | — | — | 10 | (20 | ) | ||||||||||||||
Net operating income (loss) from continuing operations | $ | 39,019 | $ | 4,497 | $ | (1,972 | ) | $ | (16,701 | ) | $ | 24,843 | |||||||||
Radio | Internet and | Publishing | Corporate | Consolidated | |||||||||||||||||
Broadcast | e-commerce | ||||||||||||||||||||
(Dollars in thousands) | |||||||||||||||||||||
As of September 30, 2014 | |||||||||||||||||||||
Inventories, net | $ | — | $ | 292 | $ | 334 | $ | — | $ | 626 | |||||||||||
Property, plant and equipment, net | 82,889 | 7,091 | 2,017 | 8,299 | 100,296 | ||||||||||||||||
Broadcast licenses | 385,554 | — | — | — | 385,554 | ||||||||||||||||
Goodwill | 3,954 | 19,677 | 1,088 | 8 | 24,727 | ||||||||||||||||
Other indefinite-lived intangible assets | — | — | 868 | — | 868 | ||||||||||||||||
Amortizable intangible assets, net | 586 | 11,086 | 2,229 | 2 | 13,903 | ||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||
Property, plant and equipment, net | $ | 82,457 | $ | 6,402 | $ | 1,596 | $ | 8,473 | $ | 98,928 | |||||||||||
Broadcast licenses | 381,836 | — | — | — | 381,836 | ||||||||||||||||
Goodwill | 3,917 | 17,550 | 899 | 8 | 22,374 | ||||||||||||||||
Other indefinite-lived intangible assets | — | — | 868 | — | 868 | ||||||||||||||||
Amortizable intangible assets, net | 661 | 8,119 | 11 | 2 | 8,793 |
Basis_of_Presentation_Addition
Basis of Presentation - Additional Information (Detail) | Sep. 30, 2014 |
Station | |
Accounting Policies [Abstract] | ' |
Radio stations to be owned and/or operated throughout United States | 105 |
Recovered_Sheet1
Impairment of Goodwill and Other Indefinite-Lived Intangible Assets - Additional Information (Detail) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Indefinite-lived Intangible Assets [Line Items] | ' |
Percentage of indefinite-lived intangible assets out of total assets | 69.00% |
Broadcast licenses renewal period | '8 years |
Impairment charges | $0 |
Broadcast licenses | ' |
Indefinite-lived Intangible Assets [Line Items] | ' |
Percentage of indefinite-lived intangible assets | 94.00% |
Mastheads | ' |
Indefinite-lived Intangible Assets [Line Items] | ' |
Percentage of indefinite-lived intangible assets | 6.00% |
Recovered_Sheet2
Impairment of Long-Lived Assets - Additional Information (Detail) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Property, Plant and Equipment [Abstract] | ' |
Impairment of long-lived assets | $0 |
Recovered_Sheet3
Acquisitions and Recent Transactions - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||||||
Mar. 14, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jan. 10, 2014 | Dec. 31, 2013 | 27-May-14 | Sep. 30, 2014 | Mar. 06, 2014 | Sep. 30, 2014 | Sep. 02, 2014 | Sep. 30, 2014 | Sep. 29, 2014 | Mar. 31, 2014 | Sep. 29, 2014 | Jan. 10, 2014 | Sep. 30, 2014 | Jan. 10, 2014 | Jun. 06, 2014 | Sep. 30, 2014 | Jan. 10, 2014 | Jan. 10, 2014 | Sep. 30, 2014 | Jan. 10, 2014 | Sep. 30, 2014 | 22-May-14 | Sep. 30, 2014 | 6-May-14 | Sep. 30, 2014 | Feb. 07, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 15, 2014 | Sep. 30, 2014 | 29-May-14 | |
Second Quarter Dividend | Second Quarter Dividend | First Quarter Dividend | First Quarter Dividend | Third Quarter Dividend | Third Quarter Dividend | Term Loan B | Term Loan B | Term Loan B | Eagle Publishing (business acquisition) | Eagle Publishing (business acquisition) | Eagle Publishing (business acquisition) | Eagle Publishing (business acquisition) | Eagle Publishing (business acquisition) | Eagle Publishing (business acquisition) | Eagle Publishing (business acquisition) | Eagle Publishing (business acquisition) | Eagle Publishing (business acquisition) | WOCN-AM Miami, Florida (business acquisition) | WOCN-AM Miami, Florida (business acquisition) | WRTH-FM (formerly WOLT-FM), Greenville, South Carolina (business acquisition) | WRTH-FM (formerly WOLT-FM), Greenville, South Carolina (business acquisition) | KDIS-FM, Little Rock Arkansas and KRDY-AM, San Antonio, Texas (business acquisition) | KDIS-FM, Little Rock Arkansas and KRDY-AM, San Antonio, Texas (business acquisition) | Purchase of various intangible Internet assets (asset purchases) | FM Translators, Orlando, Florida, Tampa, Florida, Omaha, Nebraska (asset purchase) | FM Translators, Orlando, Florida, Tampa, Florida, Omaha, Nebraska (asset purchase) | KXXT-AM in Phoenix, Arizona | KXXT-AM in Phoenix, Arizona | ||||||||
Jan-15 | Jan-15 | Jan-15 | Jan-16 | Jan-16 | Jan-16 | Translator | ||||||||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, issuance of principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of Term Loan B | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | 2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pre-tax loss on the early retirement of debt | 33,000 | 18,000 | 16,000 | 26,000 | 27,792,000 | ' | ' | ' | ' | ' | ' | ' | ' | 18,000 | 8,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A and Class B common stock, dividend declared date | ' | ' | ' | ' | ' | ' | ' | ' | 27-May-14 | ' | 6-Mar-14 | ' | 2-Sep-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A and Class B common stock, dividend declared per share | ' | ' | ' | ' | ' | ' | ' | $0.06 | ' | $0.06 | ' | $0.06 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A and Class B common stock, dividend paid | ' | ' | ' | 4,537,000 | 2,474,000 | ' | ' | 1,500,000 | ' | 1,400,000 | ' | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A and Class B common stock, payment date | ' | ' | ' | ' | ' | ' | ' | ' | 30-Jun-14 | ' | 31-Mar-14 | ' | 30-Sep-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class A and Class B common stock, record date | ' | ' | ' | ' | ' | ' | ' | ' | 16-Jun-14 | ' | 17-Mar-14 | ' | 16-Sep-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10-Jan-14 | ' | ' | ' | ' | ' | ' | ' | 22-May-14 | ' | 6-May-14 | ' | 7-Feb-14 | ' | ' | 15-Apr-14 | ' | 1-Oct-14 | ' |
Purchase price | ' | ' | ' | 16,952,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,500,000 | 10,628,000 | ' | ' | ' | ' | ' | ' | ' | 2,450,000 | ' | 1,125,000 | ' | 1,984,000 | ' | ' | 357,000 | ' | ' | ' |
Amount due on close of transaction | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred amount payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition payment date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2015-01 | ' | ' | '2016-01 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional costs associate associated with liabilities incurred by the seller | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Early payment made | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred payments, present value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | ' | ' | 2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent earn-out consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent earn-out consideration achievement of milestone period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated fair value of contingent earn-out consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | ' | 24,727,000 | ' | 24,727,000 | ' | 2,300,000 | 22,374,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000,000 | ' | 6,400,000 | ' | 18,000 | ' | ' | ' | ' | ' |
Business acquisition purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,450,000 | ' | $1,125,000 | ' | $1,984,000 | $203,000 | ' | $357,000 | ' | $600,000 |
Number of FM translators acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' |
Business acquisition, APA date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 29-May-14 | ' |
Business acquisition closed date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Oct-14 | ' |
Summary_of_Business_Acquisitio
Summary of Business Acquisitions and Asset Purchases (Detail) (USD $) | 0 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Jan. 10, 2014 | Sep. 30, 2014 |
Business Acquisition [Line Items] | ' | ' |
Business acquisition, total cost | ' | $16,952 |
WOCN-AM Miami, Florida (business acquisition) | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Business acquisition, total cost | ' | 2,450 |
Business acquisition, date | ' | 22-May-14 |
WRTH-FM (formerly WOLT-FM), Greenville, South Carolina (business acquisition) | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Business acquisition, total cost | ' | 1,125 |
Business acquisition, date | ' | 6-May-14 |
FM Translators, Orlando, Florida, Tampa, Florida, Omaha, Nebraska (asset purchase) | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Business acquisition, total cost | ' | 357 |
Business acquisition, date | ' | 15-Apr-14 |
KDIS-FM, Little Rock Arkansas and KRDY-AM, San Antonio, Texas (business acquisition) | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Business acquisition, total cost | ' | 1,984 |
Business acquisition, date | ' | 7-Feb-14 |
Eagle Publishing (business acquisition) | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Business acquisition, total cost | 8,500 | 10,628 |
Business acquisition, date | ' | 10-Jan-14 |
Purchase of various Internet assets (asset purchases) | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Business acquisition, total cost | ' | $408 |
Summary_of_Total_Acquisition_C
Summary of Total Acquisition Consideration (Detail) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Cash payments | $10,678 |
Escrow deposits paid in prior years | 1,345 |
Deferred cash payments made related to prior year acquisition | -300 |
Present value of deferred cash payments (due 2015) | 893 |
Present value of deferred cash payments (due 2016) | 2,289 |
Present value of estimated fair value of contingent earn-out consideration | 2,047 |
Total purchase price consideration | $16,952 |
Total_Acquisition_Consideratio
Total Acquisition Consideration Allocated (Detail) (USD $) | Sep. 30, 2014 | Jan. 10, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |||
Assets | ' | ' | ' |
Goodwill | $24,727 | $2,300 | $22,374 |
Broadcast Internet and Publishing Acquisitions | ' | ' | ' |
Assets | ' | ' | ' |
Property and equipment | 6,955 | ' | ' |
Developed websites | 577 | ' | ' |
Broadcast licenses | 3,953 | ' | ' |
Goodwill | 2,353 | ' | ' |
Customer lists and contracts | 2,741 | ' | ' |
Domain and brand names | 2,764 | ' | ' |
Subscriber base and lists | 2,446 | ' | ' |
Author relationships | 1,682 | ' | ' |
Non-compete agreements | 145 | ' | ' |
Liabilities | ' | ' | ' |
Deferred revenue & royalties assumed | -6,664 | ' | ' |
Total purchase price consideration | 16,952 | ' | ' |
Broadcast Internet and Publishing Acquisitions | Broadcast | ' | ' | ' |
Assets | ' | ' | ' |
Property and equipment | 1,927 | ' | ' |
Broadcast licenses | 3,953 | ' | ' |
Goodwill | 36 | ' | ' |
Liabilities | ' | ' | ' |
Total purchase price consideration | 5,916 | ' | ' |
Broadcast Internet and Publishing Acquisitions | Internet | ' | ' | ' |
Assets | ' | ' | ' |
Property and equipment | 1,099 | ' | ' |
Developed websites | 539 | ' | ' |
Goodwill | 2,128 | ' | ' |
Customer lists and contracts | 2,232 | ' | ' |
Domain and brand names | 1,921 | ' | ' |
Subscriber base and lists | 2,446 | ' | ' |
Non-compete agreements | 79 | ' | ' |
Liabilities | ' | ' | ' |
Deferred revenue & royalties assumed | -3,779 | ' | ' |
Total purchase price consideration | 6,665 | ' | ' |
Broadcast Internet and Publishing Acquisitions | Publishing | ' | ' | ' |
Assets | ' | ' | ' |
Property and equipment | 3,929 | ' | ' |
Developed websites | 38 | ' | ' |
Goodwill | 189 | ' | ' |
Customer lists and contracts | 509 | ' | ' |
Domain and brand names | 843 | ' | ' |
Author relationships | 1,682 | ' | ' |
Non-compete agreements | 66 | ' | ' |
Liabilities | ' | ' | ' |
Deferred revenue & royalties assumed | -2,885 | ' | ' |
Total purchase price consideration | $4,371 | ' | ' |
Loss_from_Discontinued_Operati
Loss from Discontinued Operations (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Net revenues | ' | $11 |
Operating expenses | -19 | -54 |
Operating loss | -19 | -43 |
Benefit from income taxes | -8 | -17 |
Loss from discontinued operations, net of tax | ($11) | ($26) |
Recovered_Sheet4
Contingent Earn-Out Consideration - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2014 | Dec. 10, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 10, 2013 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Jan. 10, 2014 | |
Twitchy.com (business acquisition) | Twitchy.com (business acquisition) | Twitchy.com (business acquisition) | Twitchy.com (business acquisition) | Eagle Publishing (business acquisition) | Eagle Publishing (business acquisition) | Eagle Publishing (business acquisition) | Eagle Publishing (business acquisition) | |||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent earn-out consideration period | ' | ' | '2 years | ' | '1 year 3 months | ' | ' | ' | '2 years 6 months | ' |
Total contingent earn-out consideration | ' | ' | ' | $1,000,000 | $1,000,000 | $1,200,000 | ' | ' | ' | $8,500,000 |
Estimated fair value of contingent earn-out consideration | ' | ' | ' | ' | ' | 600,000 | ' | ' | ' | 2,000,000 |
Change in fair value of contingent earn-out consideration | $545,000 | $914,000 | ' | $58,000,000 | $275,000,000 | ' | $600,000 | $500,000 | ' | ' |
Summary_of_Changes_in_Present_
Summary of Changes in Present Value of Acquisition Related Contingent Earn-Out Consideration (Detail) (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2014 |
Business Acquisition, Contingent Consideration [Line Items] | ' | ' |
Beginning Balance as of January 1, 2014 | $3,155 | $616 |
Acquisitions | ' | 2,047 |
Accretion of acquisition-related contingent consideration | 32 | 155 |
Change in the estimated fair value of contingent earn-out consideration | 545 | 914 |
Payments | -300 | -300 |
Ending Balance as of September 30, 2014 | 3,432 | 3,432 |
Short Term Accrued Expenses | ' | ' |
Business Acquisition, Contingent Consideration [Line Items] | ' | ' |
Beginning Balance as of January 1, 2014 | 1,556 | 329 |
Acquisitions | ' | 692 |
Accretion of acquisition-related contingent consideration | 15 | 64 |
Change in the estimated fair value of contingent earn-out consideration | 382 | 692 |
Reclassification of payments due in next12 month to short-term | ' | 176 |
Payments | -300 | -300 |
Ending Balance as of September 30, 2014 | 1,653 | 1,653 |
Long Term Other Liabilities | ' | ' |
Business Acquisition, Contingent Consideration [Line Items] | ' | ' |
Beginning Balance as of January 1, 2014 | 1,599 | 287 |
Acquisitions | ' | 1,355 |
Accretion of acquisition-related contingent consideration | 17 | 91 |
Change in the estimated fair value of contingent earn-out consideration | 163 | 222 |
Reclassification of payments due in next12 month to short-term | ' | -176 |
Ending Balance as of September 30, 2014 | $1,779 | $1,779 |
Stock_Incentive_Plan_Additiona
Stock Incentive Plan - Additional Information (Detail) (USD $) | 9 Months Ended | |
In Millions, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
OptionPlan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of stock option plans | 1 | ' |
Closing stock price | $7.61 | ' |
Total fair value of options vested | $1.80 | $0.80 |
Total unrecognized compensation cost related to non-vested awards of stock options | $1.30 | ' |
Total unrecognized compensation cost related to non-vested awards of stock options, weighted average recognition period | '1 year 7 months 6 days | ' |
Stock Option | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares authorized under plan | 5,000,000 | ' |
Minimum | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock option, historical volatility term | '6 years | ' |
Minimum | Stock Option | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share based compensation, vesting period | '4 years | ' |
Maximum | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock option, historical volatility term | '10 years | ' |
Maximum | Stock Option | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock options, term | '5 years | ' |
StockBased_Compensation_Expens
Stock-Based Compensation Expense Recognized (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Total stock-based compensation expense, pre-tax | $344 | $358 | $1,276 | $1,529 |
Tax provision for stock-based compensation expense | -137 | -143 | -510 | -611 |
Total stock-based compensation expense, net of tax | 207 | 215 | 766 | 918 |
Corporate | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Stock option expense | 223 | 243 | 843 | 555 |
Restricted stock expenses | ' | ' | ' | 481 |
Broadcast | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Stock option expense | 64 | 43 | 253 | 260 |
Internet | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Stock option expense | 40 | 62 | 134 | 195 |
Publishing | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' |
Stock option expense | $17 | $10 | $46 | $38 |
WeightedAverage_Assumptions_us
Weighted-Average Assumptions used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Valuation Model (Detail) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' |
Expected volatility | 74.98% | 100.78% |
Expected dividends | 2.70% | 2.05% |
Expected term (in years) | '7 years 9 months 18 days | '6 years 7 months 6 days |
Risk-free interest rate | 2.27% | 1.06% |
Stock_Option_Detail
Stock Option (Detail) (USD $) | 9 Months Ended | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 |
Shares | ' | ' | ' |
Beginning Balance | 2,162,067 | ' | 2,296,020 |
Granted | 25,000 | ' | ' |
Exercised | -227,337 | ' | ' |
Forfeited or expired | -72,401 | ' | ' |
Ending Balance | 1,887,329 | 2,162,067 | 2,296,020 |
Exercisable at end of period | 695,459 | ' | ' |
Expected to Vest | 1,131,684 | ' | ' |
Weighted Average Exercise Price | ' | ' | ' |
Beginning Balance | $5.09 | ' | ' |
Granted | $8.40 | ' | ' |
Exercised | $4.82 | ' | ' |
Forfeited or expired | $13.30 | ' | ' |
Ending Balance | $4.85 | $5.09 | ' |
Exercisable at end of period | $5.18 | ' | ' |
Expected to Vest | $4.66 | ' | ' |
Weighted Average Grant Date Fair value | ' | ' | ' |
Beginning Balance | $3.57 | ' | ' |
Granted | $4.73 | ' | ' |
Exercised | $3.74 | ' | ' |
Forfeited or expired | $8.52 | ' | ' |
Ending Balance | $3.38 | $3.57 | ' |
Exercisable at end of period | $3.80 | ' | ' |
Expected to Vest | $3.13 | ' | ' |
Weighted Average Remaining Contractual Term | ' | ' | ' |
Outstanding | '5 years 1 month 6 days | '5 years 6 months | ' |
Exercisable at end of period | '3 years 4 months 24 days | ' | ' |
Expected to Vest | '6 years 1 month 6 days | ' | ' |
Aggregate Intrinsic Value | ' | ' | ' |
Beginning Balance | $8,491 | ' | ' |
Exercised | 977 | ' | ' |
Forfeited or expired | 11 | ' | ' |
Ending Balance | 5,652 | 8,491 | ' |
Exercisable at end of period | 2,110 | ' | ' |
Expected to Vest | $3,363 | ' | ' |
Equity_Transactions_Additional
Equity Transactions - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2014 |
Scenario, Forecast | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ' | ' | ' | ' | ' |
Stock based compensation expenses | $0.30 | $0.40 | $1.30 | $1.50 | ' |
Estimated percentage of cash distribution on free cash flow | ' | ' | 20.00% | ' | ' |
Class A and class B common stock, expected annual dividend payment | ' | ' | ' | ' | $6.10 |
Schedule_of_Cash_Distributions
Schedule of Cash Distributions Declared and Paid (Detail) (USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 |
Dividend Payment 1st | ' |
Dividends Payable [Line Items] | ' |
Announcement Date | 2-Sep-14 |
Payment Date | 30-Sep-14 |
Amount Per Share | $0.06 |
Cash Distributed | $1,579 |
Dividend Payment 2nd | ' |
Dividends Payable [Line Items] | ' |
Announcement Date | 27-May-14 |
Payment Date | 30-Jun-14 |
Amount Per Share | $0.06 |
Cash Distributed | 1,514 |
Dividend Payment 3rd | ' |
Dividends Payable [Line Items] | ' |
Announcement Date | 6-Mar-14 |
Payment Date | 31-Mar-14 |
Amount Per Share | $0.06 |
Cash Distributed | 1,444 |
Dividend Payment 4th | ' |
Dividends Payable [Line Items] | ' |
Announcement Date | 20-Nov-13 |
Payment Date | 27-Dec-13 |
Amount Per Share | $0.06 |
Cash Distributed | 1,376 |
Dividend Payment Five | ' |
Dividends Payable [Line Items] | ' |
Announcement Date | 12-Sep-13 |
Payment Date | 4-Oct-13 |
Amount Per Share | $0.05 |
Cash Distributed | 1,308 |
Dividend Payment Six | ' |
Dividends Payable [Line Items] | ' |
Announcement Date | 30-May-13 |
Payment Date | 28-Jun-13 |
Amount Per Share | $0.05 |
Cash Distributed | 1,240 |
Dividend Payment Seven | ' |
Dividends Payable [Line Items] | ' |
Announcement Date | 18-Mar-13 |
Payment Date | 1-Apr-13 |
Amount Per Share | $0.05 |
Cash Distributed | $1,234 |
Recovered_Sheet5
Notes Payable and Long-Term Debt - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
Mar. 14, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Mar. 14, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 29, 2014 | Mar. 31, 2014 | Mar. 14, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 29, 2014 | Mar. 31, 2014 | Dec. 30, 2013 | Jun. 28, 2013 | Mar. 14, 2013 | Sep. 30, 2014 | Mar. 14, 2013 | Jun. 03, 2013 | Mar. 14, 2013 | Dec. 31, 2009 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 03, 2013 | Mar. 14, 2013 | Dec. 31, 2012 | Dec. 12, 2012 | Jun. 01, 2012 | Dec. 12, 2011 | Sep. 06, 2011 | Jun. 01, 2011 | Dec. 01, 2010 | Jun. 01, 2010 | Dec. 31, 2009 | Mar. 14, 2013 | Nov. 15, 2011 | Sep. 30, 2014 | Mar. 14, 2013 | Nov. 15, 2011 | Nov. 01, 2010 | Dec. 01, 2009 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 15, 2012 | 21-May-12 | Sep. 30, 2014 | 21-May-12 | Sep. 30, 2014 | Nov. 17, 2011 | Nov. 17, 2011 | Sep. 12, 2012 | 21-May-12 | |
Standby letters of credit | Swingline Credit Facility | Term Loan B | Term Loan B | Term Loan B | Term Loan B | Term Loan B | Term Loan B | Term Loan B | Term Loan B | Term Loan B | Term Loan B | Term Loan B | Term Loan B | Revolver | Revolver | Terminated 9 5/8% Senior Secured Second Lien Notes due 2016 | Terminated 9 5/8% Senior Secured Second Lien Notes due 2016 | Terminated 9 5/8% Senior Secured Second Lien Notes due 2016 | Terminated 9 5/8% Senior Secured Second Lien Notes due 2016 | Terminated 9 5/8% Senior Secured Second Lien Notes due 2016 | Terminated 9 5/8% Senior Secured Second Lien Notes due 2016 | Terminated 9 5/8% Senior Secured Second Lien Notes due 2016 | Terminated 9 5/8% Senior Secured Second Lien Notes due 2016 | Terminated 9 5/8% Senior Secured Second Lien Notes due 2016 | Terminated 9 5/8% Senior Secured Second Lien Notes due 2016 | Terminated 9 5/8% Senior Secured Second Lien Notes due 2016 | Terminated 9 5/8% Senior Secured Second Lien Notes due 2016 | Terminated 9 5/8% Senior Secured Second Lien Notes due 2016 | Terminated 9 5/8% Senior Secured Second Lien Notes due 2016 | Terminated 9 5/8% Senior Secured Second Lien Notes due 2016 | Terminated 9 5/8% Senior Secured Second Lien Notes due 2016 | Terminated 9 5/8% Senior Secured Second Lien Notes due 2016 | Revolver under senior credit facility | Revolver under senior credit facility | Revolver under senior credit facility | Revolver under senior credit facility | Revolver under senior credit facility | Revolver under senior credit facility | Revolver under senior credit facility | Revolver under senior credit facility | Revolver under senior credit facility | Revolver under senior credit facility | Revolver under senior credit facility | Terminated Subordinated debt | Terminated Subordinated debt | Terminated Subordinated debt | Terminated Subordinated debt | Terminated Subordinated Debt due to Related Parties | Terminated Subordinated Debt due to Related Parties | Terminated Subordinated Debt due to Related Parties | Terminated Subordinated Debt due to Related Parties | Terminated Subordinated Debt due to Related Parties | ||||||||
Installment | Minimum | Maximum | Covenant requirement | Covenant requirement | Stuart W. Epperson, Board of Directors Chairman | Edward G. Atsinger III, Chief Executive Officer and Director | Roland S. Hinz, a Salem board member | Roland S. Hinz, a Salem board member | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum | Maximum | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, borrowing capacity | ' | ' | ' | ' | ' | ' | ' | $5,000,000 | $5,000,000 | ' | ' | ' | $284,000,000 | ' | $284,000,000 | ' | ' | ' | ' | ' | $300,000,000 | $2,800,000 | $25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,000,000 | $6,000,000 | $12,000,000 | $6,000,000 |
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 141,000 | 47,000 | 110,000 | 48,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | 37,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, issued at discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 298,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 298,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan maturity year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan maturity period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2020-03 | ' | ' | ' | ' | ' | ' | '2018-03 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional term loan amount increased | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 60,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, quarterly consecutive principal payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,250,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of principal installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment of term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | 2,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on early retirement of long-term debt | 33,000 | 18,000 | 16,000 | 26,000 | 27,792,000 | ' | ' | ' | ' | 18,000 | 8,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, accrued interest | ' | 45,000 | ' | 45,000 | ' | 37,000 | ' | ' | ' | ' | ' | ' | 36,000 | ' | 36,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Floor percentage on Term Loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, interest rate over LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, interest rate above base rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, increase in interest rate if default occurs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Blended interest rate on amounts outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.04% | ' | 5.04% | ' | ' | ' | ' | ' | ' | 5.04% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, covenant description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'With respect to financial covenants, the credit agreement includes a minimum interest coverage ratio, which started at 1.50 to 1.0 and steps up to 2.50 to 1.0 by 2016 and a maximum leverage ratio, which started at 6.75 to 1.0 and steps down to 5.75 to 1.0 by 2017. The credit agreement also includes other negative covenants that are customary for credit facilities of this type, including covenants that, subject to exceptions described in the credit agreement, restrict the ability of Salem and its subsidiary guarantors | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest coverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 344.00% | ' | ' | ' | ' | ' | ' | 150.00% | 250.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 542.00% | ' | ' | 500.00% | ' | 575.00% | 675.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, issuance of principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, effective yield | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, interest payment terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Interest was due and payable on June 15 and December 15 of each year, commencing June 15, 2010 until maturity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt maturity period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2016-12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, annual interest payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 28,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal repurchased or redeemed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 903,000 | 212,597,000 | ' | 4,000,000 | 17,500,000 | 12,500,000 | 5,000,000 | 17,500,000 | 12,500,000 | 17,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes, aggregate purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 240,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percent of debt purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 110.65% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount paid for redemption | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortized Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,000 | ' | 16,000 | 18,000 | 8,000 | 3,000 | 14,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000 | 837,000 | ' | 17,000 | 80,000 | 62,000 | 26,000 | 93,000 | 70,000 | 105,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Bond Issue Costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,867,000 | ' | 57,000 | 287,000 | 337,000 | 135,000 | 472,000 | 334,000 | 417,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Carrying value of notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 212,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redeemed notes amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, interest rate | ' | 9.63% | 9.63% | 9.63% | 9.63% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.63% | ' | 9.63% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt outstanding | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' |
Increase borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000,000 | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, amendment fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, second amendment description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'On November 15, 2011, we completed the Second Amendment of the Terminated Revolver to, among other things, (1) extend the maturity date from December 1, 2012 to December 1, 2014, (2) change the interest rate applicable to LIBOR or the Wells Fargo base rate plus a spread to be determined based on our leverage ratio, (3) allow us to borrow and repay unsecured indebtedness provided certain conditions are met and (4) include step-downs related to our leverage ratio covenant. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility extend maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Dec-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' |
Debt, maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15-Jun-14 | ' | ' | ' | ' | ' | ' |
Credit facility, interest at a floating rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.25% | ' | ' | ' | ' | ' |
Credit facility, floating rate, interest above prime rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' |
Debt, interest rate terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The interest rate for the FCB Loan ("Interest Rate") was variable and was equal to the greater of (a) 4.250% or (b) the Wall Street Journal Prime Rate as published in The Wall Street Journal and reported by FCB plus 1% | ' | 'Outstanding amounts under each subordinated line of credit bore interest at a rate equal to the lesser of (1) 5% per annum and (2) the maximum rate permitted for subordinated debt under the Terminated Revolver referred to above plus 2% per annum. Interest was payable at the time of any repayment of principal. In addition, outstanding amounts under each subordinated line of credit were required to be repaid within three (3) months from the time that such amounts were borrowed, with the exception of the subordinated line of credit with Mr. Hinz, which was to be repaid within six (6) months from the time that such amounts were borrowed. | ' | ' | ' | ' |
Credit facility, term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '23 months | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, interest charge | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50 | ' | ' | ' | ' | ' | ' | ' | ' |
Credit facility, increased interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' |
FCB loan termination date | ' | ' | ' | 14-Mar-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, interest rate above LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.50% | ' | 3.50% | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments_of_Term_Loan_B_Deta
Repayments of Term Loan B (Detail) (Term Loan B, USD $) | Sep. 29, 2014 | Mar. 31, 2014 | Dec. 30, 2013 | Sep. 30, 2013 | Jun. 28, 2013 |
In Thousands, unless otherwise specified | |||||
Term Loan B | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Principal Paid | $5,000 | $2,250 | $750 | $4,000 | $4,000 |
Unamortized Discount | $18 | $8 | $3 | $16 | $14 |
Change_in_Rate_Based_on_Levera
Change in Rate Based on Leverage Ratio (Detail) | Sep. 30, 2014 | Sep. 30, 2013 |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 9.63% | 9.63% |
LIBOR Loans | Less than 3.00 to 1.00 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 2.25% | ' |
LIBOR Loans | Greater than or equal to 3.00 to 1.00 but less than 4.00 to 1.00 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 2.50% | ' |
LIBOR Loans | Greater than or equal to 4.00 to 1.00 but less than 5.00 to 1.00 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 2.75% | ' |
LIBOR Loans | Greater than or equal to 5.00 to 1.00 but less than 6.00 to 1.00 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 3.00% | ' |
LIBOR Loans | Greater than or equal to 6.00 to 1.00 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 3.50% | ' |
Base Rate | Less than 3.00 to 1.00 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 1.25% | ' |
Base Rate | Greater than or equal to 3.00 to 1.00 but less than 4.00 to 1.00 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 1.50% | ' |
Base Rate | Greater than or equal to 4.00 to 1.00 but less than 5.00 to 1.00 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 1.75% | ' |
Base Rate | Greater than or equal to 5.00 to 1.00 but less than 6.00 to 1.00 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 2.00% | ' |
Base Rate | Greater than or equal to 6.00 to 1.00 | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 2.50% | ' |
Less than 3.25 to 1.00 | Applicable Fee Rate | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 0.40% | ' |
Less than 3.25 to 1.00 | Base Rate | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 0.75% | ' |
Less than 3.25 to 1.00 | Eurodollar Rate Loans | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 2.25% | ' |
Greater than or equal to 3.25 to 1.00 but less than 4.50 to 1.00 | Applicable Fee Rate | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 0.50% | ' |
Greater than or equal to 3.25 to 1.00 but less than 4.50 to 1.00 | Base Rate | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 0.75% | ' |
Greater than or equal to 3.25 to 1.00 but less than 4.50 to 1.00 | Eurodollar Rate Loans | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 2.50% | ' |
Greater than or equal to 4.50 to 1.00 but less than 6.00 to 1.00 | Applicable Fee Rate | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 0.60% | ' |
Greater than or equal to 4.50 to 1.00 but less than 6.00 to 1.00 | Base Rate | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 1.25% | ' |
Greater than or equal to 4.50 to 1.00 but less than 6.00 to 1.00 | Eurodollar Rate Loans | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 3.00% | ' |
Greater than or equal to 6.00 to 1.00 | Applicable Fee Rate | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 0.75% | ' |
Greater than or equal to 6.00 to 1.00 | Base Rate | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 2.25% | ' |
Greater than or equal to 6.00 to 1.00 | Eurodollar Rate Loans | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Change in rate based on leverage ratio, contractual interest rate | 3.50% | ' |
Change_in_Rate_Based_on_Levera1
Change in Rate Based on Leverage Ratio (Parenthetical) (Detail) | Sep. 30, 2014 |
Maximum | Less than 3.25 to 1.00 | ' |
Debt Instrument [Line Items] | ' |
Leverage ratio | 3.25% |
Maximum | Greater than or equal to 3.25 to 1.00 but less than 4.50 to 1.00 | ' |
Debt Instrument [Line Items] | ' |
Leverage ratio | 4.50% |
Maximum | Greater than or equal to 4.50 to 1.00 but less than 6.00 to 1.00 | ' |
Debt Instrument [Line Items] | ' |
Leverage ratio | 6.00% |
Minimum | Greater than or equal to 3.25 to 1.00 but less than 4.50 to 1.00 | ' |
Debt Instrument [Line Items] | ' |
Leverage ratio | 3.25% |
Minimum | Greater than or equal to 4.50 to 1.00 but less than 6.00 to 1.00 | ' |
Debt Instrument [Line Items] | ' |
Leverage ratio | 4.50% |
Minimum | Greater than or equal to 6.00 to 1.00 | ' |
Debt Instrument [Line Items] | ' |
Leverage ratio | 6.00% |
Less than 3.00 to 1.00 | Maximum | ' |
Debt Instrument [Line Items] | ' |
Leverage ratio | 3.00% |
Greater than or equal to 3.00 to 1.00 but less than 4.00 to 1.00 | Maximum | ' |
Debt Instrument [Line Items] | ' |
Leverage ratio | 4.00% |
Greater than or equal to 3.00 to 1.00 but less than 4.00 to 1.00 | Minimum | ' |
Debt Instrument [Line Items] | ' |
Leverage ratio | 3.00% |
Greater than or equal to 4.00 to 1.00 but less than 5.00 to 1.00 | Maximum | ' |
Debt Instrument [Line Items] | ' |
Leverage ratio | 5.00% |
Greater than or equal to 4.00 to 1.00 but less than 5.00 to 1.00 | Minimum | ' |
Debt Instrument [Line Items] | ' |
Leverage ratio | 4.00% |
Greater than or equal to 5.00 to 1.00 but less than 6.00 to 1.00 | Maximum | ' |
Debt Instrument [Line Items] | ' |
Leverage ratio | 6.00% |
Greater than or equal to 5.00 to 1.00 but less than 6.00 to 1.00 | Minimum | ' |
Debt Instrument [Line Items] | ' |
Leverage ratio | 5.00% |
Greater than or equal to 6.00 to 1.00 | Minimum | ' |
Debt Instrument [Line Items] | ' |
Leverage ratio | 6.00% |
Repurchased_and_Redemptions_of
Repurchased and Redemptions of Terminated Nine and Five-Eighths Percent Notes (Detail) (Terminated 9 5/8% Senior Secured Second Lien Notes due 2016, USD $) | Jun. 03, 2013 | Mar. 14, 2013 | Dec. 12, 2012 | Jun. 01, 2012 | Dec. 12, 2011 | Sep. 06, 2011 | Jun. 01, 2011 | Dec. 01, 2010 | Jun. 01, 2010 |
In Thousands, unless otherwise specified | |||||||||
Terminated 9 5/8% Senior Secured Second Lien Notes due 2016 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal Redeemed/Repurchased | $903 | $212,597 | $4,000 | $17,500 | $12,500 | $5,000 | $17,500 | $12,500 | $17,500 |
Premium Paid | 27 | 22,650 | 120 | 525 | 375 | 144 | 525 | 375 | 525 |
Unamortized Discount | 3 | 837 | 17 | 80 | 62 | 26 | 93 | 70 | 105 |
Bond Issue Costs | ' | $2,867 | $57 | $287 | $337 | $135 | $472 | $334 | $417 |
LongTerm_Debt_Detail
Long-Term Debt (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Long-term debt | $286,377 | $290,793 |
Less current portion | -2,871 | -3,121 |
Long-term debt and capital lease obligations, less current portion | 283,506 | 287,672 |
Term Loan B | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 282,856 | 289,939 |
Revolver | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 2,759 | ' |
Capital leases and other loans | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | $762 | $854 |
Principal_Repayment_Requiremen
Principal Repayment Requirements Under Long-Term Agreements Outstanding (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
2015 | $2,871 | ' |
2016 | 3,095 | ' |
2017 | 3,098 | ' |
2018 | 3,095 | ' |
2019 | 3,091 | ' |
Thereafter | 271,127 | ' |
Long-term debt | $286,377 | $290,793 |
Deferred_Financing_Costs_Addit
Deferred Financing Costs - Additional Information (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 |
In Thousands, unless otherwise specified | Term Loan B | Revolver | ||
Debt Instrument [Line Items] | ' | ' | ' | ' |
Deferred financing costs amortization period | ' | ' | '7 years | '5 years |
Deferred financing costs | $3,628 | $4,130 | ' | ' |
Significant_Classes_of_Amortiz
Significant Classes of Amortizable Intangible Assets by Major Category (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | $46,503 | $36,726 |
Accumulated Amortization | -32,600 | -27,933 |
Net | 13,903 | 8,793 |
Customer lists and contracts | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 19,910 | 17,170 |
Accumulated Amortization | -15,885 | -13,830 |
Net | 4,025 | 3,340 |
Domain and brand names | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 15,464 | 12,700 |
Accumulated Amortization | -9,321 | -8,124 |
Net | 6,143 | 4,576 |
Favorable and assigned leases | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 2,358 | 2,358 |
Accumulated Amortization | -1,772 | -1,701 |
Net | 586 | 657 |
Subscriber base and lists | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 4,302 | 1,856 |
Accumulated Amortization | -2,467 | -1,856 |
Net | 1,835 | ' |
Author relationships | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 2,245 | 563 |
Accumulated Amortization | -1,175 | -563 |
Net | 1,070 | ' |
Non-compete agreements | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 888 | 743 |
Accumulated Amortization | -644 | -550 |
Net | 244 | 193 |
Other amortizable intangible assets | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Cost | 1,336 | 1,336 |
Accumulated Amortization | -1,336 | -1,309 |
Net | ' | $27 |
Recovered_Sheet6
Amortizable Intangible Assets, Estimate Amortization Expense (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
2014 (Oct - Dec) | $1,528 | ' |
2015 | 4,851 | ' |
2016 | 2,934 | ' |
2017 | 1,532 | ' |
2018 | 1,318 | ' |
Thereafter | 1,740 | ' |
Net | $13,903 | $8,793 |
Recovered_Sheet7
Basic and Diluted Net Earnings Per Share - Additional Information (Detail) | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | ' | ' | ' |
Options to purchase Class A common stock | 1,887,329 | 2,296,020 | 2,162,067 |
Dilutive shares | 729,560 | 794,553 | ' |
Derivative_Instruments_Additio
Derivative Instruments - Additional Information (Detail) (Fair value of interest rate swaps, USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Mar. 27, 2013 |
Derivative [Line Items] | ' | ' |
Interest rate swap agreement, notional principal amount | ' | $150 |
Payments swap LIBOR floor rate | 0.63% | ' |
Interest rate swap, expiration date | 28-Mar-19 | ' |
Interest rate swap, fixed rate | 1.65% | ' |
Level 2 | ' | ' |
Derivative [Line Items] | ' | ' |
Fair value of the interest rate swap agreement asset | 1.8 | ' |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value of Financial Assets and Liabilities Measured at Fair Value (Detail) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Assets: | ' | ' |
Cash and cash equivalents | $311 | ' |
Trade accounts receivable, net | 40,168 | ' |
Fair value of interest rate swap | 1,754 | 3,177 |
Liabilities: | ' | ' |
Accounts payable | 5,252 | ' |
Accrued expenses including estimated fair value of contingent earn-out consideration | 13,324 | ' |
Accrued interest | 45 | ' |
Long term liabilities including estimated fair value of contingent earn-out consideration | 4,151 | 452 |
Long-term debt | 286,377 | ' |
Level 1 | ' | ' |
Assets: | ' | ' |
Cash and cash equivalents | 311 | ' |
Trade accounts receivable, net | 40,168 | ' |
Liabilities: | ' | ' |
Accounts payable | 5,252 | ' |
Accrued expenses including estimated fair value of contingent earn-out consideration | 11,671 | ' |
Accrued interest | 45 | ' |
Long term liabilities including estimated fair value of contingent earn-out consideration | 2,372 | ' |
Long-term debt | 286,377 | ' |
Level 2 | ' | ' |
Assets: | ' | ' |
Fair value of interest rate swap | 1,754 | ' |
Level 3 | ' | ' |
Liabilities: | ' | ' |
Accrued expenses including estimated fair value of contingent earn-out consideration | 1,653 | ' |
Long term liabilities including estimated fair value of contingent earn-out consideration | $1,779 | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Decrease in unrecognized tax benefits | $0.04 | $0.03 | ' |
Liabilities for unrecognized tax benefits | ' | ' | 0.9 |
Unrecognized tax benefit, interest accrued net of federal income tax benefits | ' | ' | 0.02 |
Unrecognized tax benefits, penalty | ' | ' | 0.02 |
Reduction of reserve | ' | ' | 0.4 |
Valuation allowance to offset deferred tax asset | $2.90 | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | Sep. 30, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ' |
Fair value of guarantees | $0 |
Segment_Data_Additional_Inform
Segment Data - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2014 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of operating segments | 3 |
Segment_Data_Detail
Segment Data (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jan. 10, 2014 | Dec. 31, 2013 |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' | ' | ' |
Net revenue | $69,603 | $58,476 | $200,573 | $174,240 | ' | ' |
Operating expenses | 55,547 | 45,743 | 163,672 | 137,245 | ' | ' |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets | 14,056 | 12,733 | 36,901 | 36,995 | ' | ' |
Depreciation | 3,141 | 3,089 | 9,437 | 9,313 | ' | ' |
Amortization | 1,530 | 695 | 4,667 | 2,076 | ' | ' |
Impairment of indefinite-lived long-term assets other than goodwill | ' | ' | ' | 345 | ' | ' |
Change in the estimated fair value of contingent earn-out consideration | 545 | ' | 914 | ' | ' | ' |
Impairment of goodwill | ' | ' | ' | 438 | ' | ' |
(Gain) loss on disposal of assets | -7 | -25 | 214 | -20 | ' | ' |
Net operating income (loss) from continuing operations | 8,847 | 8,974 | 21,669 | 24,843 | ' | ' |
Inventories, net | 626 | ' | 626 | ' | ' | ' |
Property, plant and equipment, net | 100,296 | ' | 100,296 | ' | ' | 98,928 |
Broadcast licenses | 385,554 | ' | 385,554 | ' | ' | 381,836 |
Goodwill | 24,727 | ' | 24,727 | ' | 2,300 | 22,374 |
Other indefinite-lived intangible assets | 868 | ' | 868 | ' | ' | 868 |
Amortizable intangible assets, net | 13,903 | ' | 13,903 | ' | ' | 8,793 |
Operating Segments | Radio Broadcast | ' | ' | ' | ' | ' | ' |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' | ' | ' |
Net revenue | 46,962 | 46,015 | 140,393 | 136,287 | ' | ' |
Operating expenses | 32,596 | 30,847 | 97,695 | 91,258 | ' | ' |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets | 14,366 | 15,168 | 42,698 | 45,029 | ' | ' |
Depreciation | 1,971 | 1,986 | 5,954 | 5,923 | ' | ' |
Amortization | 23 | 39 | 75 | 117 | ' | ' |
(Gain) loss on disposal of assets | -7 | -35 | 214 | -30 | ' | ' |
Net operating income (loss) from continuing operations | 12,379 | 13,178 | 36,455 | 39,019 | ' | ' |
Property, plant and equipment, net | 82,889 | ' | 82,889 | ' | ' | 82,457 |
Broadcast licenses | 385,554 | ' | 385,554 | ' | ' | 381,836 |
Goodwill | 3,954 | ' | 3,954 | ' | ' | 3,917 |
Amortizable intangible assets, net | 586 | ' | 586 | ' | ' | 661 |
Operating Segments | Internet | ' | ' | ' | ' | ' | ' |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' | ' | ' |
Net revenue | 14,511 | 9,390 | 41,811 | 29,012 | ' | ' |
Operating expenses | 10,931 | 6,644 | 30,811 | 20,372 | ' | ' |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets | 3,580 | 2,746 | 11,000 | 8,640 | ' | ' |
Depreciation | 764 | 702 | 2,278 | 2,189 | ' | ' |
Amortization | 1,202 | 655 | 3,682 | 1,954 | ' | ' |
Change in the estimated fair value of contingent earn-out consideration | 58 | ' | 275 | ' | ' | ' |
Net operating income (loss) from continuing operations | 1,556 | 1,389 | 4,765 | 4,497 | ' | ' |
Inventories, net | 292 | ' | 292 | ' | ' | ' |
Property, plant and equipment, net | 7,091 | ' | 7,091 | ' | ' | 6,402 |
Goodwill | 19,677 | ' | 19,677 | ' | ' | 17,550 |
Amortizable intangible assets, net | 11,086 | ' | 11,086 | ' | ' | 8,119 |
Operating Segments | Publishing | ' | ' | ' | ' | ' | ' |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' | ' | ' |
Net revenue | 8,130 | 3,071 | 18,369 | 8,941 | ' | ' |
Operating expenses | 6,766 | 3,301 | 17,624 | 9,776 | ' | ' |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets | 1,364 | -230 | 745 | -835 | ' | ' |
Depreciation | 130 | 115 | 364 | 349 | ' | ' |
Amortization | 304 | 1 | 909 | 5 | ' | ' |
Impairment of indefinite-lived long-term assets other than goodwill | ' | ' | ' | 345 | ' | ' |
Change in the estimated fair value of contingent earn-out consideration | 487 | ' | 639 | ' | ' | ' |
Impairment of goodwill | ' | ' | ' | 438 | ' | ' |
Net operating income (loss) from continuing operations | 443 | -346 | -1,167 | -1,972 | ' | ' |
Inventories, net | 334 | ' | 334 | ' | ' | ' |
Property, plant and equipment, net | 2,017 | ' | 2,017 | ' | ' | 1,596 |
Goodwill | 1,088 | ' | 1,088 | ' | ' | 899 |
Other indefinite-lived intangible assets | 868 | ' | 868 | ' | ' | 868 |
Amortizable intangible assets, net | 2,229 | ' | 2,229 | ' | ' | 11 |
Operating Segments | Corporate | ' | ' | ' | ' | ' | ' |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' | ' | ' |
Operating expenses | 5,254 | 4,951 | 17,542 | 15,839 | ' | ' |
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and (gain) loss on disposal of assets | -5,254 | -4,951 | -17,542 | -15,839 | ' | ' |
Depreciation | 276 | 286 | 841 | 852 | ' | ' |
Amortization | 1 | ' | 1 | ' | ' | ' |
(Gain) loss on disposal of assets | ' | 10 | ' | 10 | ' | ' |
Net operating income (loss) from continuing operations | -5,531 | -5,247 | -18,384 | -16,701 | ' | ' |
Property, plant and equipment, net | 8,299 | ' | 8,299 | ' | ' | 8,473 |
Goodwill | 8 | ' | 8 | ' | ' | 8 |
Amortizable intangible assets, net | $2 | ' | $2 | ' | ' | $2 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (KXXT-AM in Phoenix, Arizona, USD $) | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | 29-May-14 | Oct. 01, 2014 |
Subsequent event | |||
Subsequent Event [Line Items] | ' | ' | ' |
Business acquisition purchase price | ' | $600 | $600 |
Acquisition date | 1-Oct-14 | ' | ' |