Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 05, 2020 | Jun. 30, 2019 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Trading Symbol | SALM | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | SALEM MEDIA GROUP, INC. /DE/ | ||
Entity Central Index Key | 0001050606 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Interactive Data Current | Yes | ||
Security Exchange Name | NASDAQ | ||
Title of 12(b) Security | Class A Common Stock, $0.01 par value per share | ||
Entity File Number | 000-26497 | ||
Entity Tax Identification Number | 77-0121400 | ||
Entity Address, Address Line One | 4880 SANTA ROSA ROAD | ||
Entity Address, City or Town | CAMARILLO | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 93012 | ||
City Area Code | 805 | ||
Local Phone Number | 987-0400 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Public Float | $ 30,799,477 | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 21,129,667 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,553,696 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 6 | $ 117 |
Trade accounts receivable (net of allowances of $9,732 in 2018 and $10,947 in 2019) | 30,824 | 33,020 |
Unbilled revenue | 2,749 | 2,513 |
Other receivables (net of allowances of $158 in 2018 and $— in 2019) | 1,352 | 806 |
Inventories (net of reserves of $994 in 2018 and $1,271 in 2019) | 717 | 677 |
Prepaid expenses | 5,890 | 6,504 |
Assets held for sale | 185 | |
Total current assets | 41,723 | 43,637 |
Notes receivable (net of allowance of $733 in 2018 and $954 in 2019) | 667 | 218 |
Property and equipment (net of accumulated depreciation of $170,756 in 2018 and $173,122 in 2019) | 87,673 | 96,344 |
Operating lease right-of-use assets | 54,550 | |
Financing lease right-of-use assets | 180 | 164 |
Broadcast licenses | 337,858 | 376,316 |
Goodwill | 23,998 | 26,789 |
Other indefinite-lived intangible assets | 260 | 277 |
Amortizable intangible assets (net of accumulated amortization of $53,180 in 2018 and $55,617 in 2019) | 7,100 | 11,264 |
Deferred financing costs | 224 | 381 |
Other assets | 4,197 | 3,638 |
Total assets | 558,430 | 559,028 |
Current liabilities: | ||
Accounts payable | 3,468 | 2,187 |
Accrued expenses | 9,395 | 10,104 |
Accrued compensation and related expenses | 7,895 | 7,582 |
Accrued interest | 1,262 | 1,375 |
Contract liabilities | 9,493 | 11,537 |
Deferred rent income | 110 | 108 |
Income taxes payable | 531 | 267 |
Current portion of operating lease liabilities | 8,485 | |
Current portion of financing (capital) lease liabilities | 69 | 58 |
Current portion of long-term debt | 12,426 | 19,660 |
Total current liabilities | 53,134 | 52,878 |
Long-term debt, less current portion | 216,468 | 234,030 |
Operating lease liabilities, less current portion | 54,050 | |
Financing (capital) lease liabilities, less current portion | 124 | 105 |
Deferred income taxes | 38,778 | 35,272 |
Deferred rent expense, long-term | 9,382 | |
Contract liabilities, long-term | 1,744 | 1,379 |
Deferred rent income, less current portion | 3,956 | 4,049 |
Other long-term liabilities | 513 | 64 |
Total liabilities | 368,767 | 337,159 |
Commitments and contingencies (Note 16) | ||
Stockholders' Equity: | ||
Additional paid-in capital | 246,680 | 245,220 |
Accumulated earnings (deficit) | 23,294 | 10,372 |
Treasury stock, at cost (2,317,650 shares at December 31, 2018 and 2019) | (34,006) | (34,006) |
Total stockholders' equity | 189,663 | 221,869 |
Total liabilities and stockholders' equity | 558,430 | 559,028 |
Common Class A [Member] | ||
Stockholders' Equity: | ||
Common stock | 227 | 227 |
Total stockholders' equity | 227 | 227 |
Common Class B [Member] | ||
Stockholders' Equity: | ||
Common stock | 56 | 56 |
Total stockholders' equity | $ 56 | $ 56 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Trade accounts receivable, allowances | $ 10,947 | $ 9,732 |
Allowance for Doubtful Other Receivables, Current | 0 | 158 |
Inventories, reserves | 1,271 | 994 |
Notes receivable, allowance | 954 | 733 |
Property and equipment, accumulated depreciation | 173,122 | 170,756 |
Amortizable intangible assets, accumulated amortization | $ 55,617 | $ 53,180 |
Treasury stock, shares | 2,317,650 | 2,317,650 |
Common Class A [Member] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 80,000,000 | 80,000,000 |
Common stock, issued | 23,447,317 | 22,950,066 |
Common stock, outstanding | 21,129,667 | 20,632,416 |
Common Class B [Member] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 20,000,000 | 20,000,000 |
Common stock, issued | 5,553,696 | 5,553,696 |
Common stock, outstanding | 5,553,696 | 5,553,696 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Total net revenue | $ 253,898 | $ 262,783 |
Operating expenses: | ||
Unallocated corporate expenses, exclusive of depreciation and amortization shown below (including $198 and $135 for the years ended December 31, 2018 and 2019, respectively, paid to related parties) | 15,940 | 15,686 |
Depreciation | 11,297 | 12,034 |
Amortization | 4,637 | 6,192 |
Change in the estimated fair value of contingent earn-out consideration | (41) | 76 |
Impairment of indefinite-lived long-term assets other than goodwill | 2,925 | 2,870 |
Impairments based on the estimated fair value goodwill | 2,427 | |
Net (gain) loss on the disposition of assets | 22,326 | 4,653 |
Total operating expenses | 262,099 | 245,817 |
Operating income (loss) | (8,201) | 16,966 |
Other income (expense): | ||
Interest income | 2 | 5 |
Interest expense | (17,496) | (18,328) |
Gain on early retirement of long-term debt | 1,670 | 648 |
Net miscellaneous income and (expenses) | 163 | (10) |
Net loss from operations before income taxes | (23,862) | (719) |
Provision for income taxes | 3,977 | 2,473 |
Net loss | $ (27,839) | $ (3,192) |
Basic loss per share data: | ||
Basic loss per share Class A and Class B common stock | $ (1.05) | $ (0.12) |
Diluted loss per share data: | ||
Diluted loss per share Class A and Class B common stock | $ (1.05) | $ (0.12) |
Basic weighted average Class A and Class B shares outstanding | 26,502,934 | 26,179,702 |
Diluted weighted average Class A and Class B shares outstanding | 26,502,934 | 26,179,702 |
Broadcast [Member] | ||
Total net revenue | $ 193,339 | $ 198,502 |
Operating expenses: | ||
Total operating expenses | 149,439 | 148,614 |
Digital Media [Member] | ||
Total net revenue | 39,165 | 42,595 |
Operating expenses: | ||
Total operating expenses | 30,801 | 33,296 |
Publishing [Member] | ||
Total net revenue | 21,394 | 21,686 |
Operating expenses: | ||
Total operating expenses | $ 22,348 | $ 22,396 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating expenses | $ 262,099 | $ 245,817 |
Unallocated corporate expenses exclusive of depreciation and amortization | 15,940 | 15,686 |
Related Party [Member] | ||
Unallocated corporate expenses exclusive of depreciation and amortization | 135 | 198 |
Broadcast [Member] | ||
Operating expenses | 149,439 | 148,614 |
Broadcast [Member] | Related Party [Member] | ||
Operating expenses | $ 1,873 | $ 2,142 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Treasury Stock [Member] | Common Class A [Member] | Common Class B [Member] |
Balance at Dec. 31, 2017 | $ 231,281 | $ 244,634 | $ 20,370 | $ (34,006) | $ 227 | $ 56 |
Balance (in shares) at Dec. 31, 2017 | 22,932,451 | 5,553,696 | ||||
Stock-based compensation | 543 | 543 | ||||
Options exercised | 43 | 43 | ||||
Options exercised (in shares) | 17,615 | |||||
Cash distributions | (6,806) | (6,806) | ||||
Net loss | (3,192) | (3,192) | ||||
Balance at Dec. 31, 2018 | 221,869 | 245,220 | 10,372 | (34,006) | $ 227 | $ 56 |
Balance (in shares) at Dec. 31, 2018 | 22,950,066 | 5,553,696 | ||||
Distributions per share | $ 0.26 | $ 0.26 | ||||
Stock-based compensation | 1,460 | 1,460 | ||||
Lapse of restricted shares (in shares) | 497,051 | |||||
Options exercised (in shares) | 200 | |||||
Cash distributions | (5,827) | (5,827) | ||||
Net loss | (27,839) | (27,839) | ||||
Balance at Dec. 31, 2019 | $ 189,663 | $ 246,680 | $ (23,294) | $ (34,006) | $ 227 | $ 56 |
Balance (in shares) at Dec. 31, 2019 | 23,447,317 | 5,553,696 | ||||
Distributions per share | $ 0.22 | $ 0.22 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
OPERATING ACTIVITIES | ||
Net loss | $ (27,839) | $ (3,192) |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Non-cash stock-based compensation | 1,460 | 543 |
Depreciation and amortization | 15,934 | 18,226 |
Amortization of deferred financing costs | 1,060 | 1,114 |
Non-cash lease expense | 9,026 | |
Accretion of acquisition-related deferred payments and contingent earn-out consideration | 5 | 24 |
Provision for bad debts | 2,066 | 2,098 |
Deferred income taxes | 3,506 | 2,191 |
Impairment of indefinite-lived long-term assets other than goodwill | 2,925 | 2,870 |
Impairment of goodwill | 2,427 | |
Change in the estimated fair value of contingent earn-out consideration | (41) | 76 |
Net (gain) loss on the disposition of assets | 22,326 | 4,653 |
Gain on early retirement of debt | (1,670) | (648) |
Changes in operating assets and liabilities: | ||
Accounts receivable and unbilled revenue | (595) | (2,814) |
Inventories | (440) | 53 |
Prepaid expenses and other current assets | 617 | 308 |
Accounts payable and accrued expenses | (2,009) | 1,031 |
Deferred rent expense | (152) | |
Operating lease liabilities | (10,112) | |
Contract liabilities | (1,657) | (3,365) |
Deferred rent income | (209) | (135) |
Other liabilities | (34) | (15) |
Income taxes payable | 264 | 95 |
Net cash provided by operating activities | 17,010 | 22,961 |
INVESTING ACTIVITIES | ||
Cash paid for capital expenditures net of tenant improvement allowances | (7,757) | (9,267) |
Capital expenditures reimbursable under tenant improvement allowances and trade agreements | (28) | (77) |
Purchases of broadcast assets and radio stations | (35) | (6,534) |
Proceeds from sale of assets | 20,741 | 9,894 |
Other | (738) | (420) |
Net cash provided by (used in) investing activities | 10,933 | (10,724) |
FINANCING ACTIVITIES | ||
Payments to repurchase 6.75% Senior Secured Notes | (16,751) | (15,443) |
Refunds (payments) of debt issuance costs | (44) | (50) |
Payments of acquisition-related contingent earn-out consideration | (140) | |
Proceeds from the exercise of stock options | 43 | |
Payment of cash distribution on common stock | (5,827) | (6,806) |
Payments on financing lease liabilities | (83) | (85) |
Book overdraft | 1,885 | (302) |
Net cash used in financing activities | (28,054) | (12,123) |
Net increase (decrease) in cash and cash equivalents | (111) | 114 |
Cash and cash equivalents at beginning of year | 117 | 3 |
Cash and cash equivalents at end of year | 6 | 117 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest, net of capitalized interest | 16,530 | 17,208 |
Cash paid for interest on finance lease liabilities | 9 | 23 |
Cash paid for income taxes, net of refunds | 207 | 186 |
Other supplemental disclosures of cash flow information: | ||
Barter revenue | 5,688 | 6,837 |
Barter expense | 5,075 | 6,184 |
Non-cash investing and financing activities: | ||
Capital expenditures reimbursable under tenant improvement allowances | 28 | 77 |
Non-cash capital expenditures for property & equipment acquired under trade agreements | 45 | 33 |
Deferred payments on acquisitions | 275 | |
Right-of-use assets acquired through operating leases | 1,882 | |
Right-of-use assets acquired through financing leases | 24 | 154 |
Estimated present value of contingent-earn out consideration | 19 | 52 |
Abl Facility [Member] | ||
FINANCING ACTIVITIES | ||
Proceeds from borrowings under ABL Facility | 111,790 | 153,650 |
Payments on ABL Facility | (119,024) | (142,990) |
Digital Media [Member] | ||
INVESTING ACTIVITIES | ||
Purchases of digital media businesses and assets | $ (1,250) | $ (4,320) |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 1. BASIS OF PRESENTATION Description of Business Salem Media Group, Inc. (“Salem” “we,” “us,” “our” or the “company”) is a domestic multimedia company specializing in Christian and conservative content. Our media properties include radio broadcasting, digital media, and publishing entities. We have three operating segments: (1) Broadcast, (2) Digital Media, and (3) Publishing, which are discussed in Note 21. Segment Data. The accompanying Consolidated Financial Statements of Salem include the company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. 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: • revenue recognition, • asset impairments, including broadcasting licenses, goodwill and other indefinite-lived intangible assets; • probabilities associated with the potential for contingent earn-out • fair value measurements; • contingency reserves; • allowance for doubtful accounts; • sales returns and allowances; • barter transactions; • inventory reserves; • reserves for royalty advances; • fair value of equity awards; • self-insurance reserves; • estimated lives for tangible and intangible assets; • assessment of contract-based factors, asset-based factors, entity-based factors and market-based factors to determine the lease term impacting ROU assets and lease liabilities, • determining the IBR for calculating ROU assets and lease liabilities • income tax valuation allowances; and • uncertain tax positions. Reclassifications Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents We consider all highly liquid debt instruments, purchased with an initial maturity of three-months or less, to be cash equivalents. The carrying value of our cash and cash equivalents approximated fair value at each balance sheet date. Trade Accounts Receivable and Unbilled Revenue Trade accounts receivable, net of allowances: Unbilled revenue end-of-flight, Allowance for Doubtful Accounts We maintain an allowance for doubtful accounts to provide for the estimated amount of receivables that may not be collected. The allowance is based on our historical collection experience, the age of the receivables, specific customer information and current economic conditions. Past due balances are generally not written-off Inventory Inventories consist of published books recorded at the lower of cost or net realizable value as determined on a First-In First-Out (“FIFO”) cost method. Inventory Reserves We record a provision to expense the balance of unsold inventory that we believe to be unrecoverable. We review historical data associated with book inventories and our own experiences to estimate the fair value of inventory on hand. Our analysis includes a review of actual sales returns, our allowances, royalty reserves, overall economic conditions and product demand. We regularly monitor actual performance to our estimates and make adjustments as necessary. Estimated inventory reserves may be adjusted, either favorably or unfavorably, if factors such as the historical data we used to calculate these estimates do not properly reflect future returns or as a result of changes in economic conditions of the customer and/or the market. We have not modified our estimate methodology and we have not historically recognized significant losses from changes in our estimates. We believe that our estimates and assumptions are reasonable and that our reserves are accurately reflected. Property and Equipment We account for property and equipment in accordance with FASB ASC Topic 360-10, Property, Plant and Equipment Category Estimated Life Buildings 40 years Office furnishings and equipment 5 - years Antennae, towers and transmitting equipment 10 - years Studio, production and mobile equipment 5 - years Computer software and website development costs 3 years Record and tape libraries 3 years Automobiles 5 years Leasehold improvements Lesser of the useful life or remaining lease term The carrying value of property and equipment is evaluated periodically in relation to the operating performance and anticipated future cash flows of the underlying radio stations and business units for indicators of impairment. When indicators of impairment are present, and the cash flows estimated to be generated from these assets is less than the carrying value, an adjustment to reduce the carrying value to the fair market value of the assets is recorded. See Note 7, Property and Equipment. Internally Developed Software and Website Development Costs We capitalize costs incurred during the application development stage related to the development of internal-use 350-40 Internal-Use internal-use the Broadcast Licenses We account for broadcast licenses in accordance with FASB ASC Topic 350 “ Intangibles—Goodwill and Other Impairment testing requires an estimate of the fair value of our indefinite-lived intangible assets. We believe that these estimates of fair value are critical accounting estimates as the value is significant in relation to our total assets and the estimates incorporate variables and assumptions based on our experiences and judgment about our future operating performance. Fair value measurements 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. If actual future results are less favorable than the assumptions and estimates used in our estimates, we are subject to future impairment charges, the amount of which may be material. 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, Fair Value Measurements a nd Disc losures We perform our annual impairment testing during the fourth quarter of each year as discussed in Note 9, Broadcast Licenses. Goodwill We account for goodwill in accordance with FASB ASC Topic 350 “ Intangibles—Goodwill and Other Impairment testing requires an estimate of the fair value of our indefinite-lived intangible assets. We believe that these estimates of fair value are critical accounting estimates as the value is significant in relation to our total assets and the estimates incorporate variables and assumptions based on our experiences and judgment about our future operating performance. Fair value measurements 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. If actual future results are less favorable than the assumptions and estimates used in our estimates, we are subject to future impairment charges, the amount of which may be material. 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, Fair Value Measurements and Disclosures. We perform our annual impairment testing during the fourth quarter of each year as discussed in Note 10, Goodwill. Other Indefinite-Lived Intangible Assets We account for mastheads in accordance with FASB ASC Topic 350 “ Intangibles—Goodwill and Other Amortizable Intangible Assets Intangible assets are recorded at cost less accumulated amortization. Typically, intangible assets are acquired in conjunction with the acquisition of broadcast entities, digital media entities and publishing entities. These intangibles are amortized using the straight-line method over the fol l Category Estimated Life Customer lists and contracts Lesser of 5 years or the life of contract Domain and brand names 5 -7 y Favorable and assigned leases Lease Term Subscriber base and lists 3 - Author relationships 1 - Non-compete 1 to 5 years The carrying value of our amortizable intangible assets are evaluated periodically in relation to the operating performance and anticipated future cash flows of the underlying radio stations and businesses for indicators of impairment. In accordance with FASB ASC Topic 360 “ Property, Plant and Equipment Deferred Financing Costs Debt issue costs are amortized to non-cash On May 19, 2017, we closed on a private offering of $255.0 million aggregate principal amount of 6.75% senior secured notes due 2024 (the “Notes”) and concurrently entered into a five-year $30.0 million senior secured asset-based revolving credit facility, which includes a $5.0 million subfacility for standby letters of credit and a $7.5 million subfacility for swingline loans (“ABL Facility”) due May 19, 2022. We incurred debt issuance costs of $6.3 million that were recorded as a reduction of the Note proceeds that are being amortized to non-cash non-cash Income Tax Valuation Allowances (Deferred Taxes) We account for income taxes in accordance with FASB ASC Topic 740 “ Income Taxes We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. In the event we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to earnings in the period in which we make such a determination. Likewise, if we later determine that it is more likely than not that the net deferred tax assets would be realized, we would reverse the applicable portion of the previously provided valuation allowance. For financial reporting purposes, we recorded a valuation allowance of $13.0 million as of December 31, 2019 to offset the deferred tax assets related to the federal and state net operating loss carryforwards. As a result of our adjusted cumulative three-year pre-tax We believe that our estimates and assumptions are reasonable and that our reserves are accurately reflected. Income Taxes and Uncertain Tax Positions We are subject to audit and review by various taxing jurisdictions. We may recognize liabilities on our financial statements for positions taken on uncertain tax positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others may be subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. Such positions are deemed to be unrecognized tax benefits and a corresponding liability is established on the balance sheet. It is inherently difficult and subjective to estimate such amounts, as this requires us to make estimates based on the various possible outcomes. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, we believe it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. We review and reevaluate uncertain tax positions on a quarterly basis. Changes in assumptions may result in the recognition of a tax benefit or an additional charge to the tax provision. During the year ended December 31, 2019, we recognized liabilities associated with uncertain tax positions around our subsidiary Salem Communications Holding Company’s Pennsylvania tax filing. The position taken on the tax returns follows Pennsylvania Notice 2016-01 illion Effective Tax Rate Our provision for income tax as a percentage of operating income before taxes, or our effective tax rate, may be impacted by: (1) changes in the level of income in any of our taxing jurisdictions; (2) changes in statutes and rules applicable to taxable income in the jurisdictions in which we operate; (3) changes in the expected outcome of income tax audits; (4) changes in the estimate of expenses that are not deductible for tax purposes; (5) income taxes in certain states where the states’ current taxable income is dependent on factors other than consolidated net income; (6) the addition of operations in states that on average have different income tax rates from states in which we currently operate; and (7) the effect of previously reported temporary differences between the and financial reporting bases of assets and liabilities. Our annual effective tax rate may also be materially impacted by tax expense associated with non-amortizable Business Acquisitions We account for business acquisitions in accordance with the acquisition method of accounting as specified in FASB ASC Topic 805 “ Business Combinations earn-out 2017-01 Business Combinations (Topic 805) Clarifying the Definition of a Business” 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. 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 in Note 14, Fair Value Measurements. We may retain a third-party appraiser to estimate the fair value of the acquired net assets as of the acquisition date. As part of the valuation and appraisal process, the third-party appraiser prepares a report assigning estimated fair values to the various assets acquired. These fair value estimates are subjective in nature and require careful consideration and judgment. Management reviews the third-party reports for reasonableness of the assigned values. We believe that these valuations and analysis provide appropriate estimates of the fair value for the net assets acquired as of the acquisition date. The initial valuations for business acquisitions are subject to refinement during the measurement period, which may be up to one year from the acquisition date. During this measurement period, we may retroactively record adjustments to the net assets acquired based on additional information obtained for items that existed as of the acquisition date. Upon the conclusion of the measurement period, any adjustments are reflected in our Consolidated Statements of Operations. To date, we have not recorded adjustments to the estimated fair values used in our business acquisition consideration during or after the measurement period. Property and equipment are recorded at the estimated fair value and depreciated on a straight-line basis over their estimated useful lives. Finite-lived intangible assets are recorded at their estimated fair value and amortized on a straight-line basis over their estimated useful lives. Goodwill, which represents the organizational systems and procedures in place to ensure the effective operation of the entity, may also be recorded and tested for impairment. Costs associated with business acquisitions, such as consulting and legal fees, are expensed as incurred. We recognized costs associated with acquisitions of $0.1 million during the year ended December 31, 2019 compared to $0.2 million during the year ended December 31, 2018, which are included in unallocated corporate expenses in the accompanying Consolidated Statements of Operations. Contingent Earn-Out Our acquisitions may include contingent earn-out earn-out earn-out Fair Value Measurements and Disclosures,” We review the probabilities of possible future payments to the estimated fair value of any contingent earn-out earn-out earn-out earn-out earn-out At December 31, 2019, our estimated contingent earn-out earn-out of the contingent earn-out including or . We made no cash payments for conting ent earn -out con sideration during the year ended December 31, 2019 compared to $0.1 million paid the prior year Partial Self-Insurance on Employee Health Plan We provide health insurance benefits to eligible employees under a self-insured plan whereby we pay actual medical claims subject to certain stop loss limits. We record self-insurance liabilities based on actual claims filed and an estimate of those claims incurred but not reported. Our estimates are based on historical data and probabilities. Any projection of losses concerning our liability is subject to a high degree of variability. Among the causes of this variability are unpredictable external factors such as future inflation rates, changes in severity, benefit level changes, medical costs and claim settlement patterns. Should the actual amount of claims increase or decrease beyond what was anticipated, we may adjust our future reserves. Our self-insurance liability was $0.6 million and $0.8 million at December 31, 2019 and 2018, respectively. We have not modified our estimate methodology and we have not historically recognized significant losses from changes in our estimates. The following table presents the changes in our partial self-insurance reserves. Year Ended December 31, 2018 2019 (Dollars in thousands) Balance, beginning of period $ 747 $ 828 Self-funded costs 9,336 8,087 Claims paid (9,255 ) (8,275 ) Ending period balance $ 828 $ 640 Derivative Instruments We are exposed to market risk from changes in interest rates. We actively monitor these fluctuations and may use derivative instruments primarily for the purpose of reducing the impact of changing interest rates on our variable rate debt and to reduce the impact of changing fair market values on our fixed rate debt. 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,” As of December 31, 2019, we did not have any outstanding derivative instruments. Fair Value Measurements and Disclosures As of December 31, 2019, 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 the ABL approximates fair value as the related interest rates approximate rates currently available to the company. The carrying amount of the Notes at December 31, 2019 was $219.8 million, compared to the estimated fair value of $203.9 million based on the prevailing interest rates and trading activity of our Notes. See Note 14, Fair Value Measurements and Disclosures. Long-term Debt and Debt Covenant Compliance Our classification of outstanding borrowings on our Notes as long-term debt on our balance sheet is based on our assessment that, under the Indenture and after considering our projected operating results and cash flows for the coming year, no principal payments are required to be made within the next twelve months. The Notes have a term of seven years, maturing on June 1, 2024. We may redeem the Notes, in whole or in part, at any time on or before June 1, 2020 at a price equal to 100% of the principal amount of the Notes plus a “make-whole” premium as of, and accrued and unpaid interest, if any, to, but not including, the redemption date. At any time on or after June 1, 2020, we may redeem some or all of the Notes at the redemption prices (expressed as percentages of the principal amount to be redeemed) set forth in the Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, we may redeem up to 35% of the aggregate principal amount of the Notes before June 1, 2020 with the net cash proceeds from certain equity offerings at a redemption price of 106.75% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the redemption date. See Note 16, Commitments and Contingencies. Reserves for Royalty Advances Royalties due to book authors are paid in advance and capitalized. Royalties are expensed as the related book revenues are earned or when we determine that future recovery of the royalty is not likely. We reviewed historical data associated with royalty advances, earnings and recoverability based on actual results of Regnery ® Contingency Reserves In the ordinary course of business, we are involved in various legal proceedings, lawsuits, arbitration and other claims which are complex in nature and have outcomes that are difficult to predict. Consequently, we are unable to ascertain the ultimate aggregate amount of monetary liability or the financial impact with respect to these matters. We record contingency reserves to the extent we conclude that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. The establishment of the reserve is based on a review of all relevant factors, the advice of legal counsel, and the subjective judgment of management. The reserves we have recorded to date have not been material to our consolidated financial position, results of operations or cash flows. We believe that our estimates and assumptions are reasonable and that our reserves are accurately reflected. While we believe that the final resolution of any known maters, individually and in the aggregate, will not have a material adverse effect upon our consolidated financial position, results of operations or cash flows, it is possible that we could incur additional losses. We maintain insurance that may provide coverage for such matters. Future claims against us, whether meritorious or not, could have a material adverse effect upon our consolidated financial position, results of operations or cash flows, including losses due to costly litigation and losses due to matters that require significant amounts of management time that can result in the diversion of significant operational resources. See Note 16, Commitments and Contingencies. Revenue Recognition We adopted ASC Topic 606, “ Revenue from Contracts with Customers” ASC 606 is a comprehensive revenue recognition model that requires revenue to be recognized when control of the promised goods or services are transferred to our customers at an amount that reflects the consideration that we expect to receive. Application of ASC 606 requires us to use more judgment and make more estimates than under former guidance. Application of ASC 606 requires a five-step model as discussed in Note 5, Revenue Recognition. Stock-Based Compensation We account for stock-based compensation under the provisions of FASB ASC Topic 718, “ Compensation—Stock Compensation first-in, first-out Advertising and Promotional Cost Costs of media advertising and associated production costs are expensed as incurred and amounted to approximately $9.2 million and $10.9 million for each of the years ended December 31, 2019 and 2018. Leases We adopted ASC 842 “ Leases 2018-11. For operating leases, we calculated ROU assets and lease liabilities based on the present value of the remaining lease payments as of the date of adoption using the IBR as of that date. There were no changes in our capital lease portfolio, which are now titled “finance leases” under ASC 842, other than the reclassification of the assets acquired under capital leases from their respective property and equipment category and long-term debt to ROU assets and lease liabilities. The adoption of ASC 842 resulted in recording a non-cash Right-of-Use The FASB issued practical expedients and accounting policy elections that we have applied as described below. Practical Expedients ASC 842 provides a package of three practical expedients that must be adopted together and applied to all lease agreements. We elected the package of practical expedients as follows for all leases: Whether expired or existing contracts contain leases under the new definition of a lease. Because the accounting for operating leases and service contracts was similar under ASC 840, there was no accounting reason to separate lease agreements from service contracts in order to account for them correctly. We reviewed existing service contracts to determine if the agreement contained an embedded lease to be accounted for on the balance sheet under ASC 842. Lease classification for expired or existing leases. Leases that were capital leases under ASC 840 are accounted for as financing leases under ASC 842 while leases that were operating leases under ASC 840 are accounted for as operating leases under ASC 842. Whether previously capitalized initial direct costs would meet the definition of initial direct costs under the new standard guidance. The definition of initial direct costs is more restrictive under ASC 842 than under ASC 840. Entities that do not elect the practical expedient are required to reassess capitalized initial direct costs under ASC 840 and record an equity adjustment for those that are not capitalizable under ASC 842. Land Easement Practical Expedient We elected the practical expedient that permits us to continue applying our current policy of accounting for land easements that existed as of, or expired before, the effective date of ASC 842. We have applied this policy to all of our existing land easements that were not previously accounted for under ASC 840. Accounting Policy Elections Lease Term We calculate the term for each lease agreement to include the noncancellable period specified in the agreement together with (1) the periods covered by options to extend the lease if we are reasonably certain to exercise that option, (2) periods covered by an option to terminate if we are reasonably certain not to exercise that option and (3) period covered by an option to extend (or not terminate) if controlled by the lessor. The assessment of whether we are reasonably certain to exercise an option to extend a lease requires significant judgement surrounding contract-based factors, asset-based factors, entity-based factors and market-based factors. These factors are described in our Critical Accounting Policies, Judgments and Estimates in Item 2 in this quarterly report on Form 10-Q. Lease Payments Lease payments consist of the following payments (as applicable) related to the use of the underlying asset during the lease term: • Fixed payments, including in substance fixed payments, less any lease incentives paid or payable to the lessee • Variable lease payments that depend on an index or a rate, such as the Consumer Price Index or a market interest rate, initially measured using the index or rate at the commencement date of January 1, 2019. • The exercise price of an option to purchase the underlying asset if the lessee is reasonably certain to exercise that option. • Payments for penalties for terminating the lease if the lease term reflects the lessee exercising an option to terminate the lease. • Fees paid by the lessee to the owners of a special-purpose entity for structuring the transaction • For a lessee only, amounts probable of being owed by the lessee under residual value guarantees Short-Term Lease Exemption We elected to exclude short-term leases, or leases with a term of twelve months or less that do not contain a purchase option that we are reasonably certain to exercise, from our ROU asset and lease liability calculations. We considered the applicability of the short-term exception on month-to-month month-to-month one-month We believe that these month-to-month month-to-month Service Agreements with an Embedded Lease Component We elected to exclude certain service agreements that contain embedded leases for equipment based on the immaterial impact of these agreements. Our analysis included cable and satellite television service agreements for which our monthly payment may include equipment rentals, coffee and water service at certain facilities that may include equipment rentals (we often meet minimum requirements and just pay for product used), security services that include a monthly fee for cameras or equipment, and other similar arrangements. Based on the insignificant amount of the monthly lease costs, we elected to exclude these agreements from our ROU asset and liability calculations due to the immaterial impact to our financial statements. Index or Rate Applicable to Operating Lease Liabilities We elected to measure lease liabilities for variable lease payments using the current rate or index in effect at the time of transition on January 1, 2019. Using the current index or rate is consistent with how we calculated and presented future minimum lease payments under ASC 840. Therefore, there is no change in accounting policy applicable to this election. Incremental Borrowing Rate The ROU asset and related lease liabilities recorded under ASC 842 are calculated based on the present value of the lease payments using (1) the rate implicit in the lease or (2) the lessee’s IBR, defined as the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. We performed an analysis as of January 1, 2019 to estimate the IBR applicable to Salem upon transition to ASC 842. Our analysis required the use of significant judgement and estimates, including the estimated value of the underlying leased asset, as described in are described in our Critical Accounting Policies, Judgments and Estimates in Item 2 in this quarterly report on Form 10-Q. Portfolio Approach We elected to use a portfolio approach by applying a single IBR to leases with reasonably similar characteristics, including the remaining lease term, the underlying assets and the economic environment. We believe that applying the portfolio approach is acceptable because the results do not materially differ from the application of the leases model to the individual leases in that portfolio. Sales Taxes and Other Similar Taxes We elected not to evaluate whether sales taxes or other similar taxes imposed by a governmental authority on a specific lease revenue-producing transaction that are collected by the lessor from the lessee are the primary obligation of the lessor as owner of the underlying leased asset. A lessor that makes this election will exclude these taxes from the measurement of lease revenue and the associated expense. Taxes assessed on a lessor’s total gross receipts or on the lessor as owner of the underlying asset (e.g., property taxes) are excluded from the scope of the policy election. A lessor must apply the election to all taxes in the scope of the policy election and would provide certain disclosures. Separating Consideration between Lease and Non-Lease We elected to include the lease and non-lease non-lease Contracts that include lease and non-lease non-lease Accounting for a lease component of a contract and its associated non-lease Impairment of ROU Assets ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, “ Property, Plant, and Equipment ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. After a careful analysis of the guidance, we concluded that the appropriate unit of accounting for testing ROU assets for impairment is the broadcast market cluster level for radio station operations and the entity or division level for digital media entities, publishing entities and networks. Corporate ROU assets are tested on a consolidated level with consideration given to all cash flows of the company as corporate functions do not generate cash flows and are funded by revenue-producing activities at lower levels of the entity. ASC 360 requires three steps to identify, recognize and measure the impairment of a long-lived asset (asset group) to be held and used: Step 1—Consider whether Indicators of Impairment are Present As detailed in ASC 360-10-35-21, • A significant decrease in the market price of a long-lived asset (asset group) • A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition • A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator • An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group) • A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group) • A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50 percent. Other indicators should be considered if we believe that the carrying amount of an asset (asset group) may not be recoverable. Step 2—Test for Recoverability If indicators of impairment are present, we are required to perform a recoverability test comparing the sum of the estimated undiscounted cash flows attributable to the long-lived asset or asset group in question to the carrying amount of the long-lived asset or asset group. ASC 360 does not specifically address how o |
Recent Transactions
Recent Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Recent Transactions | NOTE 3. RECENT TRANSACTIONS During the year ended December 31, 2019, we completed or entered into the following transactions: 2019 Debt Transactions During the year ended December 31, 2019, we completed repurchases of $18.7 million of the Notes for $16.8 million in cash, recognizing a net gain of $1.7 million after adjusting for bond issuance costs as detailed in Note 13—Long-Term Debt. 2019 Equity Transactions Dividends of $5.8 million were declared and paid throughout the year ended December 31, 2019 based upon the Board of Directors’ then current assessment of our business as detailed in Note 20 – Equity Transactions. 2019 Acquisitions On September 27, 2019, we closed on the acquisition of KPAM-AM non-cash KKOL-AM KPAM-AM On September 9, 2019, we closed on the acquisition of a construction permit for an FM translator in Louisville, Kentucky, for $35,000 in cash. The FM translator will be used by WGTK-AM On July 25, 2019, we acquired the Journeyboxmedia.com website and related assets for $0.5 million in cash. We recorded goodwill of approximately $4,000 associated with the expected synergies to be realized upon combining the operations of Journeyboxmedia.com into our digital media platform within Salem Web Network (“SWN”) and from brand loyalty from its existing subscriber base that is not a separately identifiable intangible asset. The accompanying Consolidated Statement of Operations reflects the operating results of this entity as of the closing date within our digital media segment. On July 10, 2019 we acquired selected assets from the digital content library from Steelehouse Productions, Inc. for $0.1 million in cash. We recorded goodwill of approximately $2,000 associated with the expected synergies to be realized upon combining the operations of Steelehouse Productions into our digital media platform with SWN and from brand loyalty from its existing subscriber base that is not a separately identifiable intangible asset. The accompanying Consolidated Statement of Operations reflects the operating results of this entity as of the closing date within our digital media segment. On June 6, 2019, we acquired the InvestmentHouse.com website and the related financial newsletter assets and deferred subscription liabilities for $0.6 million in cash. As part of the purchase agreement, we may pay an additional incentive payment equal to 10% of revenue earned in excess of a predetermined amount during the incentive period ending May 31, 2020. Using a probability-weighted discounted cash flow model based on our own assumptions as to the ability of InvestmentHouse.com to achieve revenue in excess of the targets at the time of closing, we estimated the fair value of the contingent earn-out consideration to be $ , which approximated the present value based on the earn-out period of less than twelve months. The accompanying Consolidated Statement of Operations reflects the operating results of this entity as of the closing date within our digital media segment. On March 18, 2019, we acquired the pjmedia.com website for $0.1 million in cash. The accompanying Consolidated Statement of Operations reflects the operating results of this entity as of the closing date within our digital media segment. A summary of our business acquisitions and asset purchases during the year ended December 31, 2019, none of which were individually or in the aggregate material to our consolidated financial position as of the respective date of acquisition, is as follows: Acquisition Date Description Total Consideration (Dollars in thousands) September 27, 2019 KPAM-AM, $ 965 September 9, 2019 FM Translator construction permit, Louisville, Kentucky (asset acquisition) 35 July 25, 2019 Journeyboxmedia.com (business acquisition) 500 July 10, 2019 Steelehouse Productions, Inc. (business acquisition) 100 June 6, 2019 InvestmentHouse.com (business acquisition) 553 March 18, 2019 pjmedia.com (asset acquisition) 100 $ 2,253 Under the acquisition method of accounting as specified in FASB ASC Topic 805, “ Business Combinations 2017-01 Business Combinations (Topic 805) Clarifying the Definition of a Business” Fair value estimates include the discounted cash flows expected to be generated by the assets over their expected useful lives based on historical experience, market trends and the impact of 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 net assets acquired as of the acquisition date. As part of this valuation and appraisal process, the third-party appraiser prepares a report assigning estimated fair values to the various assets acquired. These fair value estimates are subjective in nature and require careful consideration and judgment. Management reviews the third-party reports for reasonableness of the assigned values. We believe that these valuations and analysis provide appropriate estimates of the fair value for the net assets acquired as of the acquisition date. The initial valuations for business acquisitions are subject to refinement during the measurement period, which may be up to one year from the acquisition date. During this measurement period, we may record adjustments to the net assets acquired based on additional information obtained for items that existed as of the acquisition date. Upon the conclusion of the measurement period, any adjustments are reflected in our Consolidated Statements of Operations. To date, we have not recorded adjustments to the estimated fair values used in our business acquisition consideration during or after the measurement period. Property and equipment are recorded at the estimated fair value and depreciated on a straight-line basis over their estimated useful lives. Finite-lived intangible assets are recorded at their estimated fair value and amortized on a straight-line basis over their estimated useful lives. Goodwill, which represents the organizational systems and procedures in place to ensure the effective operation of the entity, may also be recorded and tested for impairment. Costs associated with business acquisitions, such as consulting and legal fees, are expensed as incurred. We recognized costs associated with acquisitions of $0.1 million during the year ended December 31, 2019 compared to $0.2 million during the prior year, which are included in unallocated corporate expenses or broadcast operating expense based on the nature of the acquisition in the accompanying Consolidated Statements of Operations. The total acquisition consideration is equal to the sum of all cash payments, the fair value of any deferred payments and promissory notes, and the present value of any estimated contingent earn-out earn-out A summary of our business acquisitions and asset purchases during the year ended December 31, 2019, none of which were individually or in the aggregate material to our consolidated financial position as of the respective date of acquisition, is as follows: Description Total Consideration (Dollars in thousands) Cash payments made upon closing $ 1,285 Non-cash 965 Present value of estimated fair value of contingent earn-out 3 Total purchase price consideration $ 2,253 The fair value of the net assets acquired was allocated as follows: Net Broadcast Net Digital Total (Dollars in thousands) Assets Property and equipment $ 348 $ 373 $ 721 Broadcast licenses 617 — 652 FM Translators 35 35 Goodwill — 6 6 Customer lists and contracts — 322 322 Domain and brand names — 99 99 Subscriber base and lists — 471 471 Non-compete — 10 10 $ 1,000 $ 1,281 $ 2,281 Liabilities Contract liabilities, short-term — (28 ) (28 ) $ 1,000 $ 1,253 $ 2,253 2019 Divestitures On November 14, 2019, we clos e of nine , WAFS-AM WWDJ-AM WHKZ-AM KEXB-AM KTNO-AM) KDMT-AM KTEK-AM KRDY-AM KXFN-AM WSDZ-AM pre-tax adjusted pre-tax by to $9.4 million upon in the fourth quarter o f 2019 closing and a reconcil i f total station assets to assets included in the sale On September 27, 2019, we closed on the exchange of radio station KKOL-AM, KPAM-AM non-cash pre-tax KPAM-AM KKOL-AM KKOL-AM KPAM-AM KKOV-AM KPAM-AM. On September 26, 2019, we closed on the sale of four , WWMI-AM WLCC-AM WZAB-AM WOCN-AM WKAT-AM) pre-tax On September 18, 2019, we sold radio station WDYZ-AM WORL-AM) pre-tax WDYZ-AM WORL-AM) payable w ith final payment due December 18, 2020 On August 15, 2019 we closed on the exchange of FM Translator W276CR, in Bradenton, FL for FM Translator W262CP in Bayonet Point, FL. No cash was exchanged for the assets. On June 27, 2019, we sold a portion of land on our transmitter site in Miami, Florida, for $0.9 million in cash. We recognized a pre-tax On May 14, 2019, we sold radio station WSPZ-AM WWRC-AM) pre-tax pre- tax On March 21, 2019, we sold Newport Natural Health, an e-commerce pre-tax On February 28, 2019, we sold Mike Turner’s line of investment products, including TurnerTrends.com and other domain names and related assets. We received no cash from the buyer, who assumed all deferred subscription liabilities for Mike Turner’s investment products. We recognized a pre-tax On February 27, 2019, we sold HumanEvents.com, a conservative opinion website for $0.3 million in cash. We recognized a pre-tax Pending Transactions On October 31, 2019, we entered into an agreement to sell radio station WBZW-AM in Orlando , Florida , pre-tax On January 3, 2017, Word Broadcasting began operating our Louisville radio stations (WFIA-AM; WFIA-FM; WGTK-AM) During the year ended December 31, 2018, we completed or entered into the following transactions: 2018 Debt Transactions During the year ended December 31, 2018, we completed repurchases of $16.4 million of the Notes for $15.4 million in cash, recognizing a net gain of $0.6 million after adjusting for bond issuance costs as detailed in Note 13—Long-Term Debt. 2018 Equity Transactions Dividends of $6.8 million were declared and paid throughout the year ended December 31, 2018 based upon the Board of Directors’ then current assessment of our business as detailed in Note 20—Equity Transactions. 2018 Acquisitions—Broadcast On September 11, 2018, we acquired radio station KTRB-AM On July 25, 2018, we acquired radio station KZTS-AM KDXE-AM) On June 25, 2018, we acquired KDXE-FM KZTS-FM) 2018 Acquisitions—Digital Media On August 9, 2018, we acquired the Hilary Kramer Financial Newsletter and related assets valued at $2.0 million and we assumed deferred subscription liabilities valued at $1.5 million. We paid $0.4 million in cash upon closing and may pay up to an additional $0.1 million of contingent earn-out earn-out earn-out On August 7, 2018, we acquired the Just1Word mobile applications and related assets for $0.3 million in cash upon closing. We may pay up to an additional $0.1 million of contingent earn-out earn-out earn-out On July 24, 2018, we acquired the Childrens-Ministry-Deals.com website and related assets for $3.7 million in cash. We paid $3.5 million in cash upon closing and may pay an additional $0.2 million in cash within twelve months from the closing date provided that the seller meet s On April 19, 2018, we acquired the HearItFirst.com domain name and related social media assets for $70,000 in cash. A summary of our business acquisitions and asset purchases during the year ended December 31, 2018, none of which were individually or in the aggregate material to our consolidated financial position as of the respective date of acquisition, is as follows: Acquisition Date Description Total Consideration (Dollars in thousands) September 11, 2018 KTRB-AM, $ 5,349 August 9, 2018 Hilary Kramer Financial Newsletter (business acquisition) 439 August 7, 2018 Just1Word (business acquisition) 312 July 25, 2018 KZTS-AM KDXE-AM), 210 July 24, 2018 Childrens-Ministry-Deals.com (business acquisition) 3,700 June 25, 2018 KDXE-FM KZTS-FM), 1,100 April 19, 2018 HearItFirst.com (asset purchase) 70 $ 11,180 Costs associated with business acquisitions, such as consulting and legal fees, are expensed as incurred. During the year ended December 31, 2018, we recognized costs associated with acquisitions of $0.2 million, which are included in unallocated corporate expenses in the accompanying Consolidated Statements of Operations compared to $0.1 million in the prior year. The total acquisition consideration is equal to the sum of all cash payments, the fair value of any deferred payments and promissory notes, and the present value of any estimated contingent earn-out earn-out The following table summarizes the total acquisition consideration for the year ended December 31, 2018: Description Total Consideration (Dollars in thousands) Cash payments made upon closing $ 10,854 Deferred payments 150 Present value of estimated fair value of contingent earn-out 51 Closing costs accrued for asset acquisitions 125 Total purchase price consideration $ 11,180 The fair value of the net assets acquired was allocated as follows: Net Broadcast Net Digital Media Net Total (Dollars in thousands) Assets Property and equipment $ 371 $ 715 $ 1,086 Broadcast licenses 6,281 — 6,281 Goodwill 7 986 993 Customer lists and contracts — 1,882 1,882 Domain and brand names — 1,252 1,252 Subscriber base and lists — 875 875 Non-compete — 19 19 Other amortizable intangible assets — 334 334 $ 6,659 $ 6,063 $ 12,722 Liabilities Contract liabilities, long-term $ — $ (1,542 ) $ (1,542 ) $ 6,659 4,521 11,180 2018 Divestitures On October 31, 2018, we closed on the sale of radio stations KCRO-AM KOTK-AM pre-tax On August 28, 2018, we closed on the sale of radio station WQVN-AM WKAT-AM) pre-tax On August 6, 2018, we closed on the sale of radio station KGBI-FM pre-tax On June 28, 2018, we closed on the sale of land in Lakeside, California for $0.3 million in cash. On June 20, 2018, we closed on the sale of radio station WBIX-AM pre-tax On May 24, 2018, we closed on the sale of land in Covina, California for $0.8 million in cash. The original APA was for $1.0 million and was to close in the latter half of 2020. We accepted the revised purchase price of $0.8 million and recorded a $0.2 million pre-tax 2018—Other Transactions On April 30, 2018, we ceased programming radio station KHTE-FM, On January 2, 2018, we began programming radio station KKOV-AM |
Contingent Earn-Out Considerati
Contingent Earn-Out Consideration | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Contingent Earn-Out Consideration | NOTE 4. CONTINGENT EARN-OUT Our acquisitions may include contingent earn-out earn-out earn-out Fair Value Measurements and Disclosures,” We review the probabilities of possible future payments to the estimated fair value of any contingent earn-out earn-out earn-out earn-out earn-out At December 31, 2019, our estimated contingent earn-out earn-out earn-out earn-out |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | NOTE 5. REVENUE RECOGNITION We recognize revenue in accordance with ASC 606, “ Revenue from Contracts with Customers” Identification of the contract, or contracts, with a customer A contract with a customer exists when (i) we enter into an enforceable contract with a customer that defines each party’s rights regarding the goods or services to be transferred and identifies the payment terms related to these goods or services, (ii) the contract has commercial substance and, (iii) we determine that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. Identification of the performance obligations in the contract Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the goods or service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the goods or services is separately identifiable from other promises in the contract. When a contract includes multiple promised goods or services, we apply judgment to determine whether the promised goods or services are capable of being distinct and are distinct within the context of the contract. If these criteria are not met, the promised goods or services are accounted for as a combined performance obligation. Determination of the transaction price The transaction price is determined based on the consideration to which we will be entitled to receive in exchange for transferring goods or services to our customer. We estimate any variable consideration included in the transaction price using the expected value method that requires the use of significant estimates for discounts, cancellation periods, refunds and returns. Variable consideration is described in detail below. Allocation of the transaction price to the performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative Stand-Alone Selling Price (“SSP,”) basis. We determine SSP based on the price at which the performance obligation would be sold separately. If the SSP is not observable, we estimate the SSP based on available information, including market conditions and any applicable internally approved pricing guidelines. Recognition of revenue when, or as, we satisfy a performance obligation We recognize revenue at the point in time that the related performance obligation is satisfied by transferring the promised goods or services to our customer. Principal versus Agent Considerations When another party is involved in providing goods or services to our customer, we apply the principal versus agent guidance in ASC 606 to determine if we are the principal or an agent to the transaction. When we control the specified goods or services before they are transferred to our customer, we report revenue gross, as principal. If we do not control the goods or services before they are transferred to our customer, revenue is reported net of the fees paid to the other party, as agent. Our evaluation to determine if we control the goods or services within ASC 606 includes the following indicators: We are primarily responsible for fulfilling the promise to provide the specified good or service. When we are primarily responsible for providing the goods and services, such as when the other party is acting on our behalf, we have indication that we are the principal to the transaction. We consider if we may terminate our relationship with the other party at any time without penalty or without permission from our customer. We have inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer. We may commit to obtaining the services of another party with or without an existing contract with our customer. In these situations, we have risk of loss as principal for any amount due to the other party regardless of the amount(s) we earn as revenue from our customer. The entity has discretion in establishing the price for the specified good or service. We have discretion in establishing the price our customer pays for the specified goods or services. Contract Assets Contract Assets — Costs to Obtain a Contract: Contract Liabilities Contract liabilities consist of customer advance payments and billings in excess of revenue recognized. We may receive payments from our customers in advance of completing our performance obligations. Additionally, new customers, existing customers without approved credit terms and authors purchasing specific self-publishing services, are required to make payments in advance of the delivery of the products or performance of the services. We record contract liabilities equal to the amount of payments received in excess of revenue recognized, including payments that are refundable if the customer cancels the contract according to the contract terms. Contract liabilities were historically recorded under the caption “deferred revenue” and are reported as current liabilities on our consolidated financial statements when the time to fulfill the performance obligations under terms of our contracts is less than one year. Long-term contract liabilities represent the amount of payments received in excess of revenue earned, including those that are refundable, when the time to fulfill the performance obligation is greater than one year. Our long-term liabilities consist of subscriptions with a term of two-years Significant changes in our contract liabilities balances during the period are as follows: Short Term Long-Term (Dollars in thousands) Balance, beginning of period January 1, 2019 $ 11,537 $ 1,379 Revenue recognized during the period that was included in the beginning balance of contract liabilities (8,156 ) — Additional amounts recognized during the period 19,341 664 Revenue recognized during the period that was recorded during the period (13,528 ) — Transfers 299 (299 ) Balance, end of period December 31, 2019 $ 9,493 $ 1,744 Amount refundable at beginning of period $ 11,410 $ 1,379 Amount refundable at end of period $ 9,403 $ 1,744 We expect to satisfy these performance obligations as follows: Amount For the Year Ended December 31, (Dollars in thousands) 2020 $ 9,493 2021 1,006 2022 286 2023 205 2024 121 Thereafter 126 $ 11,237 Significant Financing Component The length of our typical sales agreement is less than 12 months; however, we may sell subscriptions with a two-year Our self-publishing contracts may exceed a one year term due to the length of time for an author to submit and approve a manuscript for publication. The author may pay for publishing services in installments over the production time line with payments due in advance of performance. The timing of the transfer of goods and services under self-publishing arrangements are at the discretion of the author and based on future events that are not substantially within our control. We require advance payments to provide us with protection from incurring costs for products that are unique and only sellable to the author. Based on these considerations, we have concluded that our self-publishing contracts do not contain a significant financing component under ASC 606. Variable Consideration Similar to former revenue recognition guidance, we continue to make significant estimates related to variable consideration at the point of sale, including estimates for refunds and product returns. Under ASC 606, estimates of variable consideration are to be recognized before contingencies are resolved in certain circumstances, including when it is probable that a significant reversal in the amount of any estimated cumulative revenue will not occur. We enter into agreements under which the amount of revenue we earn is contingent upon the amount of money raised by our customer over the contract term. Our customer is typically a charity or programmer that purchases blocks of programming time or spots to generate revenue from our audience members. Contract terms can range from a few weeks to a few months, depending the charity or programmer. If the campaign does not generate a pre-determined Based on the constraints for using estimates of variable consideration within ASC 606, and our historical experience with these campaigns, we will continue to recognize revenue at the base amount of the campaign with variable consideration recognized when the uncertainty of each campaign is resolved. These constraints include: (1) the amount of consideration received is highly susceptible to factors outside of our influence, specifically the extent to which our audience donates or contributes to our customer or programmer, (2) the length of time in which the uncertainty about the amount of consideration expected is to be resolved, and (3) our experience has shown these contracts have a large number and broad range of possible outcomes. Trade and Barter Transactions In broadcasting, trade or barter agreements are commonly used to reduce cash expenses by exchanging advertising time for goods or services. We may enter barter agreements to exchange airtime or digital advertising for goods or services that can be used in our business or that can be sold to our audience under Listener Purchase Programs. The terms of these barter agreements permit us to preempt the barter airtime or digital campaign in favor of customers who purchase the airtime or digital campaign for cash. The value of these non-cash Trade and barter revenues and expenses were as follows: Year Ended December 31, 2018 2019 Net broadcast barter revenue $ 6,702 $ 5,625 Net digital media barter revenue 124 — Net publishing barter revenue 11 63 Net broadcast barter expense $ 6,161 $ 5,055 Net digital media barter expense 3 — Net publishing barter expense 20 20 Practical Expedients and Exemptions We have elected certain practical expedients and policy elections as permitted under ASC 606 as follows: • We applied the transitional guidance to contracts that were not complete at the date of our initial application of ASC 606 on January 1, 2018. • We adopted the practical expedient related to not adjusting the promised amount of consideration for the effects of a significant financing component if the period between transfer of product and customer payment is expected to be less than one year at the time of contract inception; • We made the accounting policy election to not assess promised goods or services as performance obligations if they are immaterial in the context of the contract with the customer; • We made the accounting policy election to exclude sales and similar taxes from the transaction price; • We made the accounting policy election to treat shipping and handling costs that occur after control transfers as fulfillment activities instead of assessing such activities as separate performance obligations; and • We adopted the practical expedient not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Year Ended December 31, 2019 Broadcast Digital Media Publishing Consolidated (dollars in thousands) By Source of Revenue: Block Programming—National $ 48,465 $ — $ — $ 48,465 Block Programming—Local 30,502 — — 30,502 Spot Advertising—National 16,352 — — 16,352 Spot Advertising—Local 51,824 — — 51,824 Infomercials 1,409 — — 1,409 Network 19,078 — — 19,078 Digital Advertising 12,582 20,454 405 33,441 Digital Streaming 825 3,873 — 4,698 Digital Downloads and eBooks — 5,694 1,428 7,122 Subscriptions 1,107 8,044 763 9,914 Book Sales and e-commerce, 378 480 11,679 12,537 Self-Publishing Fees — — 5,474 5,474 Print Advertising 28 — 609 637 Other Revenues 10,789 620 1,036 12,445 $ 193,339 $ 39,165 $ 21,394 $ 253,898 Timing of Revenue Recognition Point in Time $ 191,010 $ 39,103 $ 21,394 $ 251,507 Rental Income (1) 2,329 62 — 2,391 $ 193,339 $ 39,165 $ 21,394 $ 253,898 Year Ended December 31, 2018 Broadcast Digital Media Publishing Consolidated (Dollars in thousands) By Source of Revenue: Block Programming—National $ 49,864 $ — $ — $ 49,864 Block Programming—Local 33,274 — — 33,274 Spot Advertising—National 16,333 — — 16,333 Spot Advertising—Local 55,863 — — 55,863 Infomercials 1,824 — — 1,824 Network 19,293 — — 19,293 Digital Advertising 7,172 22,351 473 29,996 Digital Streaming 752 4,347 — 5,099 Digital Downloads and eBooks — 5,354 1,481 6,835 Subscriptions 1,056 8,205 907 10,168 Book Sales and e-commerce, 483 1,949 11,866 14,298 Self-Publishing fees — — 5,609 5,609 Advertising - Print 42 — 574 616 Other Revenues 12,546 389 776 13,711 $ 198,502 $ 42,595 21,686 262,783 Timing of Revenue Recognition Point in Time $ 196,187 42,500 21,640 260,327 Rental Income(1) 2,315 95 46 2,456 $ 198,502 $ 42,595 21,686 262,783 (1) Rental income is not applicable to ASC 606, but shown for the purpose of identifying each revenue source presented in total revenue on our Consolidated Financial Statements within this report on Form 10-K. A summary of each of our revenue streams under ASC 606 is as follows: Block Programming . 1 2 50-minutes Spot Advertising Network Revenue . Digital Advertising. Broadcast digital advertising revenue consists of local digital advertising, such as the sale of banner advertisements on our owned and operated websites, the sale of advertisements on our own and operated mobile applications, and advertisements in digital newsletters that we produce, as well an national digital advertising, or the sale of custom digital advertising solutions, such as web pages and social media campaigns, that we offer to our customers. Advertising revenue is recorded on a gross basis unless an agency represents the advertiser, in which case, revenue is reported net of the commission retained by the agency. During 2018, we launched a national multimedia advertising agency with locations in 34 markets across the United States. Salem Surround offers a comprehensive suite of digital marketing services to develop and execute audience-based marketing strategies for clients on both the national and local level. Salem Surround specializes in digital marketing services for each of our radio stations and websites as well as provides a full-service digital marketing strategy for each of our clients. In our role as a digital agency, our sales team provides our customers with integrated digital advertising solutions that optimize the performance of their campaign, which we view as one performance obligation. Our advertising campaigns are designed to be “white label” agreements between Salem and our advertiser, meaning we provide special care and attention to the details of the campaign. We provide custom digital product offerings, including tools for metasearch, retargeting, website design, reputation management, online listing services, and social media marketing. Digital advertising solutions may include third-party websites, such as Google or Facebook, which can be included in a digital advertising social media campaign. We manage all aspects of the digital campaign, including social media placements, review and approval of target audiences, and the monitoring of actual results to make modifications as needed. We may contract directly with a third-party, however, we are responsible for delivering the campaign results to our customer with or without the third-party. We are responsible for any payments due to the third-party regardless of the campaign results and without regard to the status of payment from our customer. We have discretion in setting the price to our customer without input or approval from the third-party. Accordingly, revenue is reported gross, as principal, as the performance obligation is delivered, which represents the point in time that control is transferred to the customer thereby completing our performance obligation. Digital Streaming Digital Downloads and e-books e-books. Subscriptions on-air pro-rata Book Sales e-Commerce E-Commerce re-saleable Self-Publishing Fees Revenue is recognized upon completion of each performance obligation, which represents the point in time that control of the product is transferred to the author, thereby completing our performance obligation. Revenue is recorded at the net amount due from the author, including discounts based on the service package. Advertising—Print . We recognize revenue from the sale of print magazine advertisements. Revenue is recognized upon delivery of the print magazine which represents the point in time that control is transferred to the customer thereby completing the performance obligation. Revenue is reported on a gross basis unless an agency represents the customer, in which case, revenue is reported net of the commission retained by the agency. Other Revenues . on-air |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 6. INVENTORIES Inventories consist of finished goods including books from Regnery ® First-In First-Out The following table provides details of inventory on hand by segment: As of December 31, 2018 2019 (Dollars in thousands) Regnery ® $ 1,317 $ 1,988 Reserve for obsolescence—Regnery ® Publishing (930 ) (1,271 ) Inventory, net—Regnery ® Publishing 387 717 Wellness products $ 354 $ — Reserve for obsolescence—Wellness products (64 ) — Inventory, net—Wellness products 290 — Consolidated inventories, net $ 677 $ 717 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 7. PROPERTY AND EQUIPMENT We account for property and equipment in accordance with FASB ASC Topic 360-10, Property, Plant and Equipment The following is a summary of the categories of our property and equipment: As of December 31, 2018 2019 (Dollars in thousands) Land $ 31,822 $ 30,936 Buildings 30,104 30,283 Office furnishings and equipment 36,756 36,855 Antennae, towers and transmitting equipment 85,998 78,312 Studio, production and mobile equipment 29,040 30,164 Computer software and website development costs 27,603 29,595 Record and tape libraries 17 17 Automobiles 1,570 1,509 Leasehold improvements 19,357 18,834 Construction-in-progress 4,833 4,290 $ 267,100 $ 260,795 Less accumulated depreciation (170,756 ) (173,122 ) $ 96,344 $ 87,673 Depreciation expense was approximately $11.3 million and $12.0 million for the years ended December 31, 2019 and 2018. We periodically review long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. This review requires us to estimate the fair value of the assets using significant unobservable 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 during the period ended December 31, 2019. |
Operating and Finance Lease Rig
Operating and Finance Lease Right-of-Use Assets | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Operating and Finance Lease Right-of-Use Assets | NOTE 8. OPERATING AND FINANCE LEASE RIGHT-OF-USE Leasing Transactions Our leased assets include offices and studios, transmitter locations, antenna sites, tower and tower sites or land. Our current lease portfolio has remaining terms from less than one-year Operating leases are reflected on our balance sheet within operating lease ROU assets and the related current and non-current Balance Sheet The adoption of ASC 842 resulted in recording a non-cash Supplemental balance sheet information related to leases was as follows: December 31, 2019 (Dollars in thousands) Operating Leases Related Party Other Total Operating leases ROU assets $ 7,964 $ 46,586 $ 54,550 Operating lease liabilities (current) $ 971 $ 7,514 $ 8,485 Operating lease liabilities (non-current) 7,210 46,840 54,050 Total operating lease liabilities $ 8,181 $ 54,354 $ 62,535 Weighted Average Remaining Lease Term Operating leases 8.6 years Finance leases 3.4 years Weighted Average Discount Rate Operating leases 8.21 % Finance leases 4.61 % Lease Expense The components of lease expense were as follows: Twelve Months (Dollars in thousands) Amortization of finance lease ROU Assets $ 96 Interest on finance lease liabilities 9 Finance lease expense 105 Operating lease expense 13,845 Variable lease expense 922 Short-term lease expense 822 Total lease expense $ 15,694 Supplemental Cash Flow Supplemental cash flow information related to leases was as follows: Twelve Months Ended (Dollars in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 14,279 Operating cash flows from finance leases 8 Financing cash flows from finance leases 83 Leased assets obtained in exchange for new operating lease liabilities $ 1,882 Leased assets obtained in exchange for new finance lease liabilities 24 Maturities Future minimum lease payments under leases that had initial or remaining non-cancelable Operating Leases Related Party Other Total Finance Leases Total (Dollars in thousands) 2020 $ 1,601 $ 12,637 $ 14,238 $ 75 $ 14,313 2021 1,619 11,481 13,100 55 13,155 2022 1,613 9,935 11,548 46 11,594 2023 1,169 8,858 10,027 25 10,052 2024 1,015 6,497 7,512 7 7,519 Thereafter 5,097 30,863 35,960 — 35,960 Undiscounted Cash Flows $ 12,114 $ 80,271 $ 92,385 $ 208 $ 92,593 Less: imputed interest (3,933 ) (25,917 ) (29,850 ) (15 ) (29,865 ) Total $ 8,181 $ 54,354 $ 62,535 $ 193 $ 62,728 Reconciliation to lease liabilities: Lease liabilities—current $ 971 $ 7,514 $ 8,485 $ 69 $ 8,554 Lease liabilities—long-term 7,210 46,840 54,050 124 54,174 Total Lease Liabilities $ 8,181 $ 54,354 $ 62,535 $ 193 $ 62,728 Future minimum lease payments under leases that had initial or remaining non-cancelable Operating Leases Related Party Other Total Finance Leases Total (Dollars in thousands) 2019 $ 1,730 $ 11,633 $ 13,363 $ 58 $ 13,421 2020 1,763 11,592 13,355 39 13,394 2021 1,767 10,596 12,363 31 12,394 2022 1,730 9,490 11,220 27 11,247 2023 1,234 8,584 9,818 8 9,826 Thereafter 13,364 48,109 61,473 — 61,473 $ 21,588 $ 100,004 $ 121,592 $ 163 $ 121,755 |
Broadcast Licenses
Broadcast Licenses | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Broadcast Licenses | NOTE 9. BROADCAST LICENSES We account for broadcast licenses in accordance with FASB ASC Topic 350 “ Intangibles—Goodwill and Other The following table presents the changes in broadcasting licenses that include acquisitions and divestitures of radio stations and FM translators as described in Note 3 – Recent Transactions. Year Ended December 31, 2018 2019 (Dollars in thousands) Balance, beginning of period before cumulative loss on impairment $ 486,455 $ 484,691 Accumulated loss on impairment (105,541 ) (108,375 ) Balance, beginning of period after cumulative loss on impairment 380,914 376,316 Acquisitions of radio stations 6,270 617 Acquisitions of FM translators and construction permits 19 35 Capital Projects — 300 Abandoned capital projects (40 ) — Disposition of radio stations (8,013 ) (36,502 ) Impairments based on the estimated fair value of broadcast licenses (2,834 ) (2,908 ) Balance, end of period after cumulative loss on impairment $ 376,316 $ 337,858 Balance, end of period before cumulative loss on impairment $ 484,691 $ 441,143 Accumulated loss on impairment (108,375 ) (103,285 ) Balance, end of period after cumulative loss on impairment $ 376,316 $ 337,858 Broadcast Licenses Impairment Test We perform our annual impairment testing during the fourth quarter of each year, which coincides with our budget and planning process for the upcoming year. The unit of accounting we use to test broadcast licenses is the cluster level, which we define as a group of radio stations operating in the same geographic market, sharing the same building and equipment and managed by a single general manager. The cluster level is the lowest level for which discrete financial information and cash flows are available and the level reviewed by management to analyze operating results. The first step of our impairment testing is to perform a qualitative assessment as to whether it is more likely than not that a broadcast license is impaired. This qualitative assessment requires significant judgment when considering the events and circumstances that may affect the estimated fair value of our broadcast licenses. We review the significant assumptions and key estimates applicable to our prior year estimated fair value calculations to assess if events and circumstances have occurred that could affect these assumptions and key estimates. We also review internal benchmarks and the economic performance for each market cluster to assess if it is more likely than not that impairment exists. As part of our qualitative assessment, we calculate the excess fair value, or the amount by which our prior year estimated fair value exceeds the current year carrying value. Based on our analysis and review, including the financial performance of each market, we believe that a 25% excess fair value margin is a reasonable benchmark for our qualitative analysis. Markets with an excess fair value of 25% or more, which have had no significant changes in the prior year assumptions and key estimates, are not likely to be impaired. Of the 26 markets for which an independent third party fair value appraisal was obtained in the prior year, one market was sold, leaving 25 markets applicable to the current year. The table below presents the percentage within a range by which our prior year start-up income estimated fair value exceeds the current year carrying value of our broadcasting licenses: Geographic Market Clusters as of December 31, 2019 Exceeds 2019 Carrying Value £ >26%-50% >51% to 75% > +than 76% Number of accounting units 10 5 2 8 Broadcast license carrying value (in thousands) $ 138,730 $ 76,364 $ 8,150 $ 63,869 During the third quarter of 2019 we performed an interim review of broadcast licenses in seven markets that reported revenues that were trending below the amounts forecasted in the 2018 year-end Geographic Market Clusters as of December 31, 2019 Percentage Range By Which September 2019 Estimated Fair Value Exceeds 2019 Carrying Value £ >26%-50% >51% to 75% > +than 76% Number of accounting units 7 — — — Broadcast license carrying value (in thousands) $ 101,948 $ — $ — $ — The second part of our qualitative assessment consists of a review of the financial operating results for each market cluster. Radio stations are often sold on the basis of a multiple of projected cash flow, or Station Operating Income (“SOI”) defined as net broadcast revenue less broadcast operating expenses. See Item 6 – Selected Financial Data within this annual report for information on SOI, a non-GAAP reasonable The table below shows the percentage within a range by which our estimated fair value exceeded the carrying value of our broadcasting licenses for these 6 remaining market clusters: Geographic Market Clusters as of December 31, 2019 Tested due to SOI Multiple and length of time from prior valuation—Percentage £ >26%-50% >51% to 75% > +than 76% Number of accounting units — 1 4 1 Broadcast license carrying value (in thousands) $ — $ 9,333 $ 37,945 $ 4,281 Based on our assessment we engaged Bond & Pecaro, an independent third-party appraisal and valuation firm, to assist us with determining the enterprise value of 16 of our market clusters. The estimated fair value of each market cluster was determined using the Greenfield Method, a form of the income approach. The premise of the Greenfield Method is that the value of a broadcast license is equivalent to a hypothetical start-up start-up The primary assumptions used in the Greenfield Method are: (1) gross operating revenue in the station’s designated market area, (2) normalized market share, (3) normalized profit margin, (4) duration of the “ramp-up” (5) estimated start-up (6) ongoing replacement costs of fixed assets and working capital, (7) the calculations of yearly net free cash flows to invested capital; and (8) amortization of the intangible asset, or the broadcast license. The assumptions used reflect those of a hypothetical market participant and not necessarily the actual or projected results of Salem. The key estimates and assumptions used in the start-up income valuation for the broadcast licenses tested in each period were as follows: Broadcast Licenses December 31, September 30, December 31, 2019 Risk-adjusted discount rate 9.0% 9.0% 9.0% Operating profit margin ranges 4.4% - 34.5% 4.3% - 30.7% 4.0% - 33.8% Long-term revenue growth rates 0.5% - 1.2% 0.7% - 1.1% 0.7% - 1.1% The risk-adjusted discount rate reflects the Weighted Average Cost of Capital (“WACC”) developed based on data from same or similar industry participants and publicly available market data as of the measurement date. Based on our review and analysis, we determined that the carrying value of broadcast licenses in one of our market clusters was impaired as of the annual testing period ending December 31, 2019. We recorded an impairment charge of $1.0 million to the value of the broadcast license s The impairment charge was driven by a decrease in the projected long-term revenue growth rates for the broadcast industry and a decline in market revenue share for this market. We believe that this decrease is indicative of trends in the industry as a whole and not unique to our company or operations. The table below presents the results of our impairment testing under the start-up Market Cluster Excess Fair Value December 31, 2019 Estimate Atlanta, GA 73.7 % Boston, MA 31.4 % Chicago, IL 11.2 % Cleveland, OH 1.2 % Col Springs, CO 43.8 % Columbus, OH 40.7 % Little Rock 40.6 % Louisville, KY 6.4 % Miami FL 1071.7 % Minneapolis, MN 125.1 % Orlando FL 62.1 % Philadelphia, PA 15.21 Portland, OR 6.1 % Sacramento, CA 12.2 % San Francisco, CA 28.4 % Tampa, FL (12.5 %) |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | NOTE 10. GOODWILL We account for goodwill in accordance with FASB ASC Topic 350 “ Intangibles—Goodwill and Other The following table presents the changes in goodwill including business acquisitions as described in Note 3—Recent Transactions. Year Ended December 31, 2018 2019 (Dollars in thousands) Balance, beginning of period before cumulative loss on impairment, $ 28,453 $ 28,818 Accumulated loss on impairment (2,029 ) (2,029 ) Balance, beginning of period after cumulative loss on impairment 26,424 26,789 Acquisitions of radio stations 7 — Acquisitions of digital media entities 986 6 Disposition of radio stations (628 ) (29 ) Disposition of digital media entities — (341 ) Impairments based on the estimated fair value goodwill — (2,427 ) Ending period balance $ 26,789 $ 23,998 Balance, end of period before cumulative loss on impairment 28,818 28,454 Accumulated loss on impairment (2,029 ) (4,456 ) Ending period balance $ 26,789 $ 23,998 Goodwill Impairment Testing When performing our annual impairment testing for goodwill, the fair value of each applicable accounting unit is estimated using a discounted cash flow analysis, which is a form of the income approach. The discounted cash flow analysis utilizes a five to ten year projection period to derive operating cash flow projections from a market participant view. We make certain assumptions regarding future revenue growth based on industry market data, historical performance and our expectations of future performance. We also make assumptions regarding working capital requirements and ongoing capital expenditures for fixed assets. Future net free cash flows are calculated on a debt free basis and discounted to present value using a risk adjusted discount rate. The terminal year value is calculated using the Gordon constant growth method and long-term growth rate assumptions based on long-term industry growth and GDP inflation rates. The resulting fair value estimates, net of any interest bearing debt, are then compared to the carrying value of each reporting unit’s net assets. The first step of our impairment testing is to perform a qualitative assessment to determine if events and circumstances have occurred that indicate it is more likely than not that the fair value of the assets, including goodwill, are less than their carrying values. We review the significant inputs used in our prior year fair value estimates to determine if any changes to those inputs should be made. We estimate the fair value using a market approach and compare the estimated fair value of each entity to its carrying value, including goodwill. Under the market approach, we apply a multiple of four to each entities operating income to estimate the fair value. We believe that a multiple of four is a reasonable indicator of fair value as described above. If the results of our qualitative assessment indicate that the fair value of a reporting unit may be less than its carrying value, we perform a second quantitative review of the reporting unit. We engage an independent third-party appraisal and valuation firm to assist us with determining the enterprise value as part of this quantitative review. Goodwill—Broadcast Markets The unit of accounting we use to test goodwill associated with our radio stations is the cluster level, which we define as a group of radio stations operating in the same geographic market, sharing the same building and equipment and managed by a single general manager. The cluster level is the lowest level for which discrete financial information and cash flows are available and the level reviewed by management to analyze operating results. Fifteen of our 32 market clusters have goodwill associated with them as of our annual testing period ended December 31, 2019. The key estimates and assumptions used for our enterprise valuations are as follows: Broadcast Markets Enterprise Valuations December 31, 2018 December 31, 2019 Risk-adjusted discount rate 9.0% 9.0% Operating profit margin ranges (4.1%) - (31.1%) - Long-term revenue growth rates 0.5% - 1.1% 0.7% - 0.9% The risk-adjusted discount rate reflects the WACC developed based on data from same or similar industry participants and publicly available market data as of the measurement date. Based on our qualitative review, we tested three of these market clusters for impairment of goodwill. We engaged Bond & Pecaro, an independent appraisal and valuation firm, to assist us in estimating the enterprise of value our market clusters to test goodwill for impairment. The enterprise valuation assumes that the subject assets are installed as part of an operating business rather than as a hypothetical start-up. Based on our review and analysis, we determined that no impairment charges were necessary to the carrying value of our broadcast market goodwill as of the annual testing period ended December 31, 2019. The tables below present the percentage within a range by which the estimated fair value exceeded the carrying value of each of our market clusters, including goodwill: Broadcast Market Clusters as of December 31, 2019 Percentage Range By Which Estimated Fair Value Exceeds Carrying Value Including Goodwill < 10% >11% to 20% >21% to 50% > than 51% Number of accounting units — — 2 1 Carrying value including goodwill ( in thousands $ — $ — $ 62,480 $ 2,021 Goodwill—Broadcast Networks The unit of accounting we use to test goodwill in our radio networks is the entity level, which includes Salem Radio Network TM TM ® Based on our analysis and review, the estimated fair value of the reporting unit exceeds the carrying value and Step 2 of the impairment testing was not necessary. We did not perform a sensitivity analysis for the current year, as such changes in the assumptions would have no impact on the carrying value of goodwill associated with our broadcast networks. Goodwill—Digital Media The unit of accounting we use to test goodwill in our digital media segment is the entity level, which includes SWN, SWN Spanish, Townhall.com ® ® Three of our four digital entities have goodwill associated with them as of our annual testing period ended December 31, 2019. We tested two of the entities for impairment because they were not tested in the prior year and we tested one of the entities because the margin by which the prior year estimated fair value exceeded the carrying value for one of the entities was less than 25%. We engaged Bond & Pecaro, an independent appraisal and valuation firm, to assist us in estimating the enterprise of value of these entities to test goodwill for impairment. The enterprise valuation assumes that the subject assets are installed as part of an operating business rather than as a hypothetical start-up. The key estimates and assumptions used for our enterprise valuations are as follows: Digital Media Enterprise Valuations December 31, 2018 December 31, 2019 Risk adjusted discount rate 10.0% 10.0% Operating profit margin ranges 8.5% - 3.7% - 28.8% Long-term revenue growth rates 1.0% 0.5% - 1.0% The risk-adjusted discount rate reflects the WACC developed based on data from same or similar industry participants and publicly available market data as of the measurement date. Based on our review and analysis, we recorded an impairment charge of $2.1 million to the carrying value of goodwill associated with Eagle Financial Publications . The impairment charge was driven by a decrease in the projected long-term revenue growth rates within the industry. We believe that this decrease is indicative of trends in the industry as a whole and not unique to our company or operations. The table below presents the percentage within a range by which the estimated fair value exceeded the carrying value of the remaining accounting units, including goodwill. Digital Media Entities as of December 31, 2019 Percentage Range By Which Estimated Fair Value Exceeds Carrying < 10% >10% to 20% >21% to 50% > than 51% Number of accounting units 1 — — 1 Carrying value including goodwill ( in thousands $ 3,253 $ — $ — $ 25,671 Goodwill—Publishing The unit of accounting we use to test goodwill in our publishing segment is the entity level, which includes Regnery ® Singing News ® ® Singing News ® Two of our publishing entities have goodwill associated with them as of our annual testing period ended December 31, 2019. We tested one of these entities because it had not been tested in the prior year. We engaged Bond & Pecaro, an independent appraisal and valuation firm, to assist us in estimating the enterprise of value this publishing entity to test goodwill for impairment. The enterprise valuation assumes that the subject assets are installed as part of an operating business rather than as a hypothetical start-up. The key estimates and assumptions used for our enterprise valuations are as follows: Publishing Enterprise Valuations December 31, 2018 December 31, 2019 Risk adjusted discount rate 10.0% 10.0% Operating margin ranges 4.0% - 1.5% - Long-term revenue growth rates 1.0% 0.5% The risk-adjusted discount rate reflects the WACC developed based on data from same or similar industry participants and publicly available market data as of the measurement date. Based on our review and analysis, we recorded an impairment charge of $0.3 million to the carrying value of goodwill associated with Salem Author Services. The impairment charge was driven by a decrease in the projected long-term revenue growth rates within the industry. We believe that this decrease is indicative of trends in the industry as a whole and not unique to our company or operations. The table below presents the percentage within a range by which the estimated fair value exceeded the carrying value of our remaining accounting units, including goodwill. Publishing Entities as of December 31, 2019 Percentage Range By Which Estimated Fair Value Exceeds Carrying < 10% >11% to >21% to > than 51% Number of accounting units — — — 1 Carrying value including goodwill ( in thousands $ — $ — $ — $ 686 |
Other Indefinite-Lived Intangib
Other Indefinite-Lived Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Other Indefinite-Lived Intangible Assets | NOTE 11. OTHER INDEFINITE-LIVED INTANGIBLE ASSETS Other indefinite-lived intangible consists of mastheads, or the graphic elements that identify our publications to readers and advertisers. These include customized typeset page headers, section headers, and column graphics as well as other name and identity stylized elements within the body of each publication. We account for mastheads in accordance with FASB ASC Topic 350 Intangibles—Goodwill and Other We test the value of mastheads at the publishing entity level, which is the lowest level for which discrete financial information and cash flows are available and the level reviewed by management to analyze operating results. We print one magazine as of the testing period ended December 31, 2019 for which we have recorded masthead value. We regularly perform quantitative reviews of mastheads due to the low margins by which the estimated fair value has exceeded our carrying value. We engaged Bond & Pecaro, an independent appraisal and valuation firm, to assist us in estimating the fair value of mastheads as of the annual testing period ended December 31, 2019. The estimated fair value of mastheads is determined using a Relief from Royalty method, a form of the income approach. When performing a quantitative analysis to estimate the fair value of mastheads, the Relief from Royalty method is used. The Relief from Royalty method estimates the fair value of mastheads through use of a discounted cash flow model that incorporates a hypothetical “royalty rate” that a third-party owner would be willing to pay in lieu of owning the asset. The royalty rate is based on observed royalty rates for comparable assets as of the measurement date. We adjust the selected royalty rate to account for a percentage of the royalty fee that could be attributed to the use of other intangibles, such as goodwill, time in existence, trade secrets and industry expertise. The adjusted royalty rate represents the royalty fee remaining that could be attributed to the use of the masthead only. Pre-tax 10-year Mastheads December 31, 2018 December 31, 2019 Risk-adjusted discount rate 10.0% 10.0% Long-term revenue growth rates (4.0%) - (4.0%) - Royalty rate 3.0% 3.0% The risk-adjusted discount rate reflects the WACC developed based on data from same or similar industry participants and publicly available market data as of the measurement date. Based on our review and analysis, we recorded an impairment charge to mastheads of $17,300 as of the annual testing period ended December 31, 2019. The impairment charge was driven by decreases in the projected long-term revenue growth rates for the print magazine industry. We believe that these decreases are indicative of trends in the industry as a whole and not unique to our company or operations. |
Amortizable Intangible Assets
Amortizable Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortizable Intangible Assets | NOTE 12. AMORTIZABLE INTANGIBLE ASSETS The following tables provide a summary of our significant classes of amortizable intangible assets: As of December 31, 2019 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 23,833 $ (21,823 ) $ 2,010 Domain and brand names 20,332 (17,727 ) 2,605 Favorable and assigned leases 2,188 (1,920 ) 268 Subscriber base and lists 9,886 (8,251 ) 1,635 Author relationships 2,771 (2,609 ) 162 Non-compete agreements 2,041 (1,798 ) 243 Other amortizable intangible assets 1,666 (1,489 ) 177 $ 62,717 $ (55,617 ) $ 7,100 As of December 31, 2018 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 24,673 $ (21,798 ) $ 2,875 Domain and brand names 21,358 (16,758 ) 4,600 Favorable and assigned leases 2,256 (1,953 ) 303 Subscriber base and lists 9,672 (7,198 ) 2,474 Author relationships 2,771 (2,454 ) 317 Non-compete 2,048 (1,641 ) 407 Other amortizable intangible assets 1,666 (1,378 ) 288 $ 64,444 $ (53,180 ) $ 11,264 Amortization expense was approximately $4.6 Year ended December 31, Amortization Expense (Dollars in thousands) 2020 $ 3,265 2021 1,782 2022 1,146 2023 627 2024 78 Thereafter 202 Total $ 7,100 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | NOTE 13. LONG-TERM DEBT Salem Media Group, Inc. has no independent assets or operations, the subsidiary guarantees relating to certain debt are full and unconditional and joint and several, and any subsidiaries of Salem Media Group, Inc. other than the subsidiary guarantors are minor. 6.75% Senior Secured Notes On May 19, 2017, we issued in a private placement the Notes, which are guaranteed on a senior secured basis by our existing subsidiaries (the “Subsidiary Guarantors”). The Notes bear interest at a rate of 6.75% per year and mature on June 1, 2024, unless they are earlier redeemed or repurchased. Interest initially accrued on the Notes from May 19, 2017 and is payable semi-annually, in cash in arrears, on June 1 and December 1 of each year, commencing December 1, 2017. The Notes are secured by a first-priority lien on substantially all assets of ours and the Subsidiary Guarantors (the “Notes Priority Collateral”). There is no direct lien on our FCC licenses to the extent prohibited by law or regulation. We may redeem the Notes, in whole or in part, at any time on or before June 1, 2020 at a price equal to 100% of the principal amount of the Notes plus a “make-whole” premium as of, and accrued and unpaid interest, if any, to, but not including, the redemption date. At any time on or after June 1, 2020, we may redeem some or all of the Notes at the redemption prices (expressed as percentages of the principal amount to be redeemed) set forth in the Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, we may redeem up to 35% of the aggregate principal amount of the Notes before June 1, 2020 with the net cash proceeds from certain equity offerings at a redemption price of 106.75% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the redemption date. We may also redeem up to 10% of the aggregate original principal amount of the Notes per twelve-month period before June 1, 2020 at a redemption price of 103% of the principal amount plus accrued and unpaid interest to, but not including, the redemption date. The indenture relating to the Notes (the “Indenture”) contains covenants that, among other things and subject in each case to certain specified exceptions, limit our ability and the ability of our restricted subsidiaries to: (i) incur additional debt; (ii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iii) make investments; (iv) create liens or use assets as security in other transactions; (v) merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets; (vi) engage in transactions with affiliates; and (vii) sell or transfer assets. The Indenture provides for the following events of default (each, an “Event of Default”): (i) default in payment of principal or premium on the Notes at maturity, upon repurchase, acceleration, optional redemption or otherwise; (ii) default for 30 days in payment of interest on the Notes; (iii) the failure by us or certain restricted subsidiaries to comply with other agreements in the Indenture or the Notes, in certain cases subject to notice and lapse of time; (iv) the failure of any guarantee by certain significant Subsidiary Guarantors to be in full force and effect and enforceable in accordance with its terms, subject to notice and lapse of time; (v) certain accelerations (including failure to pay within any grace period) of other indebtedness of ours or any restricted subsidiary if the amount accelerated (or so unpaid) is at least $15 million; (vi) certain judgments for the payment of money in excess of $15 million; (vii) certain events of bankruptcy or insolvency with respect to us or any significant subsidiary; and (vii) certain defaults with respect to any collateral having a fair market value in excess of $15 million. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the outstanding Notes may declare the principal of the Notes and any accrued interest on the Notes to be due and payable immediately, subject to remedy or cure in certain cases. Certain events of bankruptcy or insolvency are Events of Default which will result in the Notes being due and payable immediately upon the occurrence of such Events of Default. Based on the balance of the Notes currently outstanding, we are required to pay $14.8 million per year in interest on the Notes. As of December 31, 2019, accrued interest on the Notes was $1.2 million. We incurred debt issuance costs of $6.3 million that were recorded as a reduction of the debt proceeds that are being amortized to non-cash We may from time to time, depending on market conditions and prices, contractual restrictions, our financial liquidity and other factors, seek to repurchase the Notes in open market transactions, privately negotiated transactions, by tender offer or otherwise, as market conditions warrant. Based on the then existing market conditions, we completed repurchases of our 6.75% Senior Secured Notes at amounts less than face value as follows: Date Principal Repurchased Cash Paid % of Face Value Bond Issue Costs Net Gain (Dollars in thousands) December 27, 2019 $ 3,090 $ 2,874 93.00 % $ 48 $ 167 November 27, 2019 5,183 4,548 87.75 % 82 553 November 15, 2019 3,791 3,206 84.58 % 61 524 March 28, 2019 2,000 1,830 91.50 % 37 134 March 28, 2019 2,300 2,125 92.38 % 42 133 February 20, 2019 125 114 91.25 % 2 9 February 19, 2019 350 319 91.25 % 7 24 February 12, 2019 1,325 1,209 91.25 % 25 91 January 10, 2019 570 526 92.25 % 9 35 December 21, 2018 2,000 1,835 91.75 % 38 127 December 21, 2018 1,850 1,702 92.00 % 35 113 December 21, 2018 1,080 999 92.50 % 21 60 November 17, 2018 1,500 1,357 90.50 % 29 114 May 4, 2018 4,000 3,770 94.25 % 86 144 April 10, 2018 4,000 3,850 96.25 % 87 63 April 9, 2018 2,000 1,930 96.50 % 43 27 $ 35,164 $ 32,194 $ 652 $ 2,318 Asset-Based Revolving Credit Facility On May 19, 2017, the Company entered into the Asset Based Loan (“ABL”) Facility pursuant to a Credit Agreement (the “Credit Agreement”) by and among us and our subsidiaries party thereto as borrowers, Wells Fargo Bank, National Association, as administrative agent and lead arranger, and the lenders that are parties thereto. We used the proceeds of the ABL Facility, together with the net proceeds from the Notes offering, to repay outstanding borrowings under our previously existing senior credit facilities, and related fees and expenses. Current proceeds from the ABL Facility are used to provide ongoing working capital and for other general corporate purposes, including permitted acquisitions. The ABL Facility is a five-year $30.0 million revolving credit facility due May 19, 2022, which includes a $5.0 million subfacility for standby letters of credit and a $7.5 million subfacility for swingline loans. All borrowings under the ABL Facility accrue interest at a rate equal to a base rate or LIBOR rate plus a spread. The spread, which is based on an availability-based measure, ranges from 0.50% to 1.00% for base rate borrowings and 1.50% to 2.00% for LIBOR rate borrowings. If an event of default occurs, the interest rate may increase by 2.00% per annum. Amounts outstanding under the ABL Facility may be paid and then reborrowed at our discretion without penalty or premium. Additionally, we pay a commitment fee on the unused balance from 0.25% to 0.375% per year based on the level of borrowings. The LIBOR rate scheduled to be discontinued at the end of calendar year 202 1 c Availability under the ABL is subject to a borrowing base consisting of (a) 85% of the eligible accounts receivable plus (b) a calculated amount based on the value of certain real property. As of December 31, 2019, the amount available under the ABL was $26.4 million of which $12.4 million was outstanding. The ABL Facility has a first-priority lien on our and the Subsidiary Guarantors’ accounts receivable, inventory, deposit and securities accounts, certain real estate and related assets (the “ABL Priority Collateral”) and by a second-priority lien on the Notes Priority Collateral. There is no direct lien on the Company’s FCC licenses to the extent prohibited by law or regulation (other than the economic value and proceeds thereof). The Credit Agreement includes a springing fixed charge coverage ratio of 1.0 to 1.0, which is tested during the period commencing on the last day of the fiscal month most recently ended prior to the date on which Availability (as defined in the Credit Agreement) is less than the greater of 15% of the Maximum Revolver Amount (as defined in the Credit Agreement) and $4.5 million and continuing for a period of 60 consecutive days after the first day on which Availability exceeds such threshold amount. 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 the borrowers and their subsidiaries (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; (vii) to merge or consolidate with, or dispose of all assets to a third party, except as permitted thereby; (viii) to prepay indebtedness; and (ix) to pay dividends. The Credit Agreement provides for the following events of default: (i) default for non-payment We incurred debt issue costs of $0.8 million that were recorded as an asset and are being amortized to non-cash We report outstanding balances on the ABL Facility as short-term regardless of the maturity date based on use of the ABL Facility to fund ordinary and customary operating cash needs with frequent repayments. We believe that our borrowing capacity under the ABL Facility allows us to meet our ongoing operating requirements, fund capital expenditures and satisfy our debt service requirements for at least the next twelve months. Summary of long-term debt obligations Long-term debt consisted of the following: As of December 31, 2018 2019 (Dollars in thousands) 6.75% Senior Secured Notes $ 238,570 $ 219,836 Less unamortized debt issuance costs based on imputed interest rate of 7.08% (4,540 ) (3,368 ) 6.75% Senior Secured Notes net carrying value 234,030 216,468 Asset-Based Revolving Credit Facility principal outstanding 19,660 12,426 Long-term debt less unamortized debt issuance costs 253,690 228,894 Less current portion (19,660 ) (12,426 ) Long-term debt less unamortized debt issuance costs, net of current portion $ 234,030 $ 216,468 In addition to the outstanding amounts listed above, we also have interest payments related to our long-term debt as follows as of December 31, 2019: • $12.4 million under the ABL Facility, with interest spread ranging from Base Rate plus 0.50% to 1.00% for base rate borrowings and LIBOR plus 1.50% to 2.00% for LIBOR rate borrowings; • $219.8 million aggregate principal amount of Notes with semi-annual interest payments at an annual rate of 6.75%; and • Commitment fee of 0.25% to 0.375% per annum on the unused portion of the ABL Facility. Maturities of Long-Term Debt and Capital Lease Obligations Principal repayment requirements under all long-term debt agreements outstanding at December 31, 2019 for each of the next five years and thereafter are as follows: Amount (Dollars in thousands) For the Year Ended December 31, 2020 $ 12,426 2021 — 2022 — 2023 — 2024 219,836 Thereafter — $ 232,262 |
Fair Value Measurements and Dis
Fair Value Measurements and Disclosures | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Disclosures | NOTE 14. FAIR VALUE MEASURMENTS AND DISCLOSURES Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” FASB ASC Topic 820 “ Fair Value Measurements and Disclosures,” • Level 1 Inputs • Level 2 Inputs • Level 3 Inputs Under ASC 820, a fair value measurement of a nonfinancial asset considers a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use. Therefore, fair value is a market-based measurement and not an entity-specific measurement. It is determined based on assumptions that market participants would use in pricing the asset or liability. The exit price objective of a fair value measurement applies regardless of the reporting entity’s intent and/or ability to sell the asset or transfer the liability at the measurement date. As of December 31, 2019, 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 amount of the Notes at December 31, 2019 was $219.8 million compared to the estimated fair value of $203.9 million, based on the prevailing interest rates and trading activity of our Notes. We have certain assets that are measured at fair value on a non-recurring The following table summarizes the fair value of our financial assets and liabilities that are measured at fair value: December 31, 2019 Carrying Value Fair Value Measurement Category Level 1 Level 2 Level 3 (Dollars in thousands) Assets Estimated fair value of other indefinite-lived intangible assets $ 260 $ — $ — $ 260 Liabilities: Estimated fair value of contingent earn-out 19 — — 19 Long-term debt less unamortized debt issuance costs $ 228,894 — $ 212,956 — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 15. INCOME TAXES We recognize deferred tax assets and liabilities for future tax consequences attributable to differences between our consolidated financial statement carrying amount of assets and liabilities and their respective tax bases. We measure these deferred tax assets and liabilities using enacted tax rates expected to apply in the years in which these temporary differences are expected to reverse. We recognize the effect on deferred tax assets and liabilities resulting from a change in tax rates in income in the period that includes the date of the change. For financial reporting purposes, we recorded a valuation allowance of $4.1 million as of December 31, 2019 to offset $28.6 million of the deferred tax assets related to the federal net operating loss carryforwards and $8.9 million of the deferred tax assets related to the state net operating loss carryforwards of $16.7 million. For financial reporting purposes, we recorded a valuation allowance of $13.0 million as of December 31, 2019 to offset the deferred tax assets related to the federal and state net operating loss carryforwards. The consolidated provision for income taxes is as follows: Year Ended December 31, 2018 2019 (Dollars in thousands) Current: Federal $ — $ — State 282 471 282 471 Deferred: Federal (658 ) (1,445 ) State 2,849 4,951 2,191 3,506 Provision for income taxes $ 2,473 $ 3,977 Consolidated deferred tax assets and liabilities consist of the following: As of December 31, 2018 2019 (Dollars in thousands) Deferred tax assets: Financial statement accruals not currently deductible $ 6,822 $ 4,652 Net operating loss, AMT credit and other carryforwards 50,067 45,521 State taxes 124 70 Operating lease liabilities under ASC 842 — 16,618 Other 3,969 6,847 Total deferred tax assets 60,982 73,708 Valuation allowance for deferred tax assets (5,371 ) (12,977 ) Net deferred tax assets $ 55,611 $ 60,731 Deferred tax liabilities: Excess of net book value of property and equipment and software for financial reporting purposes over tax basis $ 2,763 $ 2,391 Excess of net book value of intangible assets for financial reporting purposes over tax basis 88,112 82,939 Operating lease right-of-use assets under ASC 842 — 14,179 Other 8 — Total deferred tax liabilities 90,883 99,509 Net deferred tax liabilitie s $ (35,272 ) $ (38,778 ) The following table reconciles the above net deferred tax liabilities to the financial statements: As of December 31, 2018 2019 (Dollars in thousands) Deferred income tax asset per balance sheet $ — $ — Deferred income tax liability per balance sheet (35,272 ) (38,778 ) $ (35,272 ) $ (38,778 ) A reconciliation of the statutory federal income tax rate to the provision for income tax is as follows: Year Ended December 31, 2018 2019 (Dollars in thousands) Statutory federal income tax (statutory tax rate) $ (151 ) $ (5,045 ) Effect of state taxes, net of federal 2,284 3,714 Permanent items 318 329 State rate change 248 668 Valuation allowance (147 ) 4,105 Tax Cuts and Jobs Act of 2017 — — Other, net (79 ) 206 Provision for income taxes $ 2,473 $ 3,977 At December 31, 2019, we had net operating loss carryforwards for federal income tax purposes of approximately $136.1 million that expire in years A pre-tax not The Company has adopted ASC 842 using the modified retrospective basis and has reflected the ROU asset with corresponding lease liability in the balance sheet footnote of the deferred tax balances above. The entry resulted in primarily a full balance sheet reclass between the ROU asset, lease liability and deferred rent accounts. The result of the change resulted in an immaterial impact to the operations of the consolidated financial statements. The amortization of our indefinite-lived intangible assets for tax purposes, but not for book purposes, creates deferred tax liabilities. A reversal of deferred tax liabilities may occur when indefinite-lived intangibles: (1) become impaired; or (2) are sold, which would typically only occur in connection with the sale of the assets of a station or groups of stations or the entire company in a taxable transaction. Due to the amortization for tax purposes and not book purposes of our indefinite-lived intangible assets, we expect to continue to generate deferred tax liabilities in future periods exclusive of any impairment losses in future periods. These deferred tax liabilities and net operating loss carryforwards result in differences between our provision for income tax and cash paid for taxes. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 16. COMMITMENTS AND CONTINGENCIES The Company enters into various agreements in the normal course of business that contain minimum guarantees. Minimum guarantees are typically tied to future events, such as future revenue earned in excess of the contractual level. Accordingly, the fair value of these arrangements is zero. The Company also records contingent earn-out earn-out earn-out earn-out earn-out earn-out earn-out 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 evaluates claims based on what we believe to be both probable and reasonably estimable. 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. The Company believes, at this time, that the final resolution of these matters, individually and in the aggregate, will not have a material adverse effect upon the Company’s consolidated financial position, results of operations or cash flows. |
Stock Incentive Plan
Stock Incentive Plan | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plan | NOTE 17. STOCK INCENTIVE PLAN Our Amended and Restated 1999 Stock Incentive Plan (the “Plan”) provides for grants of equity-based awards to employees, non-employee At the annual meeting of the company held on May 8, 2019, the Company’s stockholders approved a revision to the Plan increasing the number of shares authorized by 3,000,000. As a result, a maximum of 8,000,000 shares are authorized under the Plan. All awards have restriction periods tied primarily to employment and/or service. The Plan allows for accelerated or continued vesting in certain circumstances as defined in the Plan including death, disability, a change in control, and termination or retirement. The Board of Directors, or a committee appointed by the Board, has discretion subject to limits defined in the Plan, to modify the terms of any outstanding award. Under the Plan, the Board, or a committee appointed by the Board, may impose restrictions on the exercise of awards during pre-defined 10b5-1 pre-established We recognize non-cash Compensation—Stock Compensation Year Ended December 31, 2018 2019 (Dollars in thousands) Stock option compensation expense included in unallocated corporate expenses $ 329 $ 271 Restricted stock shares compensation expense included in unallocated corporate expenses — 623 Stock option compensation expense included in broadcast operating expenses 122 111 Restricted stock shares compensation expense included in broadcast operating expenses — 383 Stock option compensation expense included in digital media operating expenses 77 71 Restricted stock shares compensation expense included in digital media operating expenses — — Stock option compensation expense included in publishing operating expenses 15 1 Restricted stock shares compensation expense included in publishing operating expenses — — Total stock-based compensation expense, pre-tax $ 543 $ 1,460 Tax expense from stock-based compensation expense (141 ) (380 ) Total stock-based compensation expense, net of tax $ 402 $ 1,080 Stock option and restricted stock grants Eligible employees may receive stock option awards annually with the number of shares and type of instrument generally determined by the employee’s salary grade and performance level. Incentive and non-qualified The Plan also allows for awards of restricted stock, which have been granted periodically to non-employee non-employee 505-50 Equity Based Payments to Non Employees The fair value of each award is estimated as of the date of the grant using the Black-Scholes valuation model. The expected volatility reflects the consideration of the historical volatility of our common stock as determined by the closing price over a six to ten year term commensurate with the expected term of the award. Expected dividends reflect the amount of quarterly distributions authorized and declared on our Class A and Class B common stock as of the grant date. The expected term of the awards is based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rates for periods within the expected term of the award are based on the U.S. Treasury yield curve in effect during the period the options were granted. We have used historical data to estimate future forfeiture rates to apply against the gross amount of compensation expense determined using the valuation model. These estimates have approximated our actual forfeiture rates. The weighted-average assumptions used to estimate the fair value of the stock options using the Black-Scholes valuation model were as follows for the years ended December 31, 2019 and 2018: Year Ended Year Ended Expected volatility 41.84 % 56.12 % Expected dividends 7.89 % 16.27 % Expected term (in years) 7.4 6.7 Risk-free interest rate 2.93 % 1.69 % Activity with respect to the company’s option awards during the two years ended December 31, 2019 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 Outstanding at January 1, 2018 1,428,462 $ 5.20 $ 2.96 3.7 years $ 653 Granted 650,000 3.30 1.86 — Exercised (17,615 ) 2.49 2.11 35 Forfeited or expired (79,875 ) 4.42 3.20 28 Outstanding at December 31, 2018 1,980,972 $ 4.63 $ 2.61 4.1 years $ — Exercisable at December 31, 2018 1,055,716 5.51 3.38 2.2 years — Expected to Vest 878,531 $ 4.65 $ 2.63 4.0 years $ — Outstanding at January 1, 2019 1,980,972 $ 4.63 $ 2.61 4.1 years $ — Granted 88,750 1.63 0.44 — Exercised (200 ) 2.38 2.05 — Forfeited or expired (208,800 ) 5.77 4.06 2 Outstanding at December 31, 2019 1,860,722 $ 4.39 $ 2.37 3.6 years $ — Exercisable at December 31, 2019 1,248,844 4.93 2.78 2.3 years — Expected to Vest 580,978 $ 4.40 $ 2.38 3.5 years $ — There were no restricted stock awards granted during the year ended December 31, 2018. On October 5, 2019, we issued 66,667 restricted shares that vested immediately to our Chief Executive Officer under an election made pursuant to his employment agreement. The fair value of the restricted stock award was measured based on the grant date market price of our common shares. The restricted stock award contains transfer restrictions under which they cannot be sold, pledged, transferred or assigned for two years. The restricted stock awards provide all of the rights of absolute ownership of the restricted stock from the date of grant, including the right to vote the shares and to receive dividends. Restricted stock awards are independent of option grants and are granted at no cost to the recipient other than applicable taxes owed by the recipient. The awards are considered issued and outstanding from the date of grant. On July 5, 2019, we issued 41,323 restricted shares that vested immediately to our Chief Executive Officer under an election made pursuant to his employment agreement. The fair value of the restricted stock award was measured based on the grant date market price of our common shares. The restricted stock award contains transfer restrictions under which they cannot be sold, pledged, transferred or assigned for two years. The restricted stock awards provide all of the rights of absolute ownership of the restricted stock from the date of grant, including the right to vote the shares and to receive dividends. Restricted stock awards are independent of option grants and are granted at no cost to the recipient other than applicable taxes owed by the recipient. The awards are considered issued and outstanding from the date of grant. On May 14, 2019, a restricted stock award of 119,049 shares was granted to our Chief Executive Officer and Chairman of the board that vested immediately. The fair value of each restricted stock award was measured based on the grant date market price of our common shares and expensed as of the vesting date. These restricted stock awards contained transfer restrictions under which they could not be sold, pledged, transferred or assigned for 10 days. Recipients of these restricted stock awards were entitled to all the rights of absolute ownership of the restricted stock from the date of grant including the right to vote the shares and to receive dividends. Restricted stock awards are independent of option grants and are granted at no cost to the recipient other than applicable taxes owed by the recipient. The awards were considered issued and outstanding from the date of grant. On May 8, 2019, a restricted stock award of 270,012 shares was granted to certain members of management that vested immediately. The fair value of each restricted stock award was measured based on the grant date market price of our common shares and expensed as of the vesting date. These restricted stock awards contained transfer restrictions under which they could not be sold, pledged, transferred or assigned for10 days. Recipients of these restricted stock awards were entitled to all the rights of absolute ownership of the restricted stock from the date of grant including the right to vote the shares and to receive dividends. Restricted stock awards are independent of option grants and are granted at no cost to the recipient other than applicable taxes owed by the recipient. The awards were considered issued and outstanding from the date of grant. Activity with respect to the company’s restricted stock awards during the year ended December 31, 2019 is as follows: Restricted Stock Awards Shares Weighted Average Weighted Average Aggregate Intrinsic Non-Vested — $ — — years $ — Granted 497,051 2.02 — 1,006 Lapse of restrictions (389,061 ) 2.07 — 919 Forfeited or expired — — — — Outstanding at December 31, 2019 107,990 $ 1.85 1.67 years $ 156 Additional information regarding options outstanding as of December 31, 2019, is as follows: Range of Exercise Prices Options Weighted Average Weighted Exercisable Weighted $2.38 - $3.00 357,005 3.0 $ 2.43 268,255 $ 2.70 $3.01 - $3.28 565,000 5.7 3.25 176,500 3.25 $3.29 - $4.63 67,750 5.4 3.78 20,125 3.81 $4.64 - $4.85 411,792 3.7 4.85 324,789 4.85 $4.86 - $6.65 10,750 1.4 5.68 10,750 5.68 $6.66 - $8.76 448,425 1.1 7.00 448,425 7.00 1,860,722 3.6 $ 4.39 1,248,844 $ 4.93 The aggregate intrinsic value represents the difference between the company’s closing stock price on December 31, 2019 of $1.44 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 years ended December 31, 2019 and 2018 was $0.7 million and $0.3 million, respectively. As of December 31, 2019, there was $0.1 million of total unrecognized compensation cost related to non-vested |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 18. RELATED PARTY TRANSACTIONS Our board of directors has adopted a written policy for review, approval and monitoring of transactions between Salem and its related parties. The policy applies to any transaction or series of transactions in which Salem is a participant, the amount involved exceeds $120,000 and a Related Party (as defined in Item 404(a) of SEC Regulation S-K) has a direct or indirect material interest, excluding, among other things, compensation arrangements with respect to employment and board membership. Related Parties includes our directors, executive officers, nominees to become a director, any person beneficially owning more than 5% of any class of our stock, immediate family members of any of the foregoing, and any entity in which any of the foregoing persons is employed or is a general partner or principal or in which the person has a 10% or greater beneficial ownership interest. Under the Policy, related party transactions must be reported to our general counsel and be reviewed and approved or ratified by the board of directors in accordance with the terms of the Policy, prior to the e Other than compensation arrangements for our directors and executive officers, the following is a summary of transactions for the years ended December 31, 2019 and December 31, 2018, to which we have been a party in which the amount involved exceeds $120,000 annually and in which any of our then directors, executive officers or holders of more than 5% of any class of our stock at the time of such transaction, or any members of their immediate family, or is a general partner or principal or in which the person has a 10% or greater beneficial ownership interest, had or will have a direct or indirect material interest. Leases with Principal Stockholders A trust controlled by the Chief Executive Officer of the company, Edward G. Atsinger III, owns real estate on which assets of one radio station are located. Salem has entered into a lease agreement with this trust. Rental expense related to this lease included in operating expense for each of the year’s ending December 31, 2019 and 2018 amounted to $203,000 and $197,000, respectively. Mr. Ted Atsinger, son of the CEO is the beneficiary and/or successor trustee. Land and buildings occupied by various Salem radio stations are leased from entities owned by the company’s CEO and its Chairman of the Board. Rental expense under these leases included in operating expense for each of the years ending December 31, 2019 and 2018 was $1.6 million and $1.5 million, respectively. Truth For Life—Mr. Riddle Truth For Life is a non-profit and $2.4 million for airtime on its stations. a T ruth for Life b oard in June 2019. Know the Truth—Mr. Riddle Know the Truth is a non-profit 2018 and $1.4 million for airtime on its stations and $1.1 million at December and 2018 . Split-Dollar Life Insurance Salem has maintained split-dollar life insurance policies for its Chairman and Chief Executive Officer since 1997. Since 2003, the company has been the owner of the split-dollar life insurance policies and is entitled to recover all of the premiums paid on these policies. The company records an asset based on the lower of the aggregate premiums paid or the insurance cash surrender value. The premiums were $531,000 and $386,000 for each of the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019, and 2018, the company recorded the net cash surrender value of these policies as assets of $2.3 million and $1.8 million, respectively. The cumulative premiums paid on these policies were $3.5 million and $3.1 million, respectively. Benefits above and beyond the cumulative premiums paid will go to the beneficiary trusts established by each of the Chairman and Chief Executive Officer. Transportation Services Supplied by Sun Air Jets From time to time, the company rents aircraft from a company owned by Edward G. Atsinger III, Chief Executive Officer and director of Salem. As approved by the independent members of the company’s board of directors, the company rents these aircraft on an hourly basis for general corporate needs. Total rental expense for these aircraft for the years ended December 31, 2019 and 2018 was approximately $135,000 and $198,000, respectively. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Defined Contribution Plan | NOTE 19. DEFINED CONTRIBUTION PLAN We maintain a 401(k) defined contribution plan (the “401(k) Plan”), which covers eligible employees as defined in the 401(k) Plan. Participants are allowed to make non-forfeitable |
Equity Transactions
Equity Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Federal Home Loan Banks [Abstract] | |
Equity Transactions | NOTE 20. EQUITY TRANSACTIONS We account for stock-based compensation expense in accordance with FASB ASC Topic 718, “ Compensation-Stock Compensation non-cash paid-in While we intend to pay regular quarterly distributions, the actual declaration of such future distributions and the establishment of the per share amount, record dates, and payment dates are subject to final determination by our Board of Directors and dependent upon future earnings, cash flows, financial and legal requirements, and other factors. Any future distributions are likely to be comparable to prior declarations unless there are changes in expected future earnings, cash flows, financial and legal requirements. The following table shows distributions that have been declared and paid since January 1, 2018: Announcement Date Payment Date Amount Per Cash Distributed (in thousands) December 10, 2019 December 30, 2019 $ 0.0250 $ 667 September 11, 2019 September 30, 2019 $ 0.0650 1,730 May 14, 2019 June 28, 2019 $ 0.0650 1,728 March 7, 2019 March 29, 2019 $ 0.0650 1,702 November 26, 2018 December 21, 2018 $ 0.0650 1,702 September 5, 2018 September 28, 2018 $ 0.0650 1,702 May 31, 2018 June 29, 2018 $ 0.0650 1,701 February 28, 2018 March 28, 2018 $ 0.0650 1,701 Based on the number of shares of Class A and Class B currently outstanding, we expect to pay total annual distributions of approximately $2.7 million for the year ended December 31, 2020. |
Segment Data
Segment Data | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Data | NOTE 21. SEGMENT DATA FASB ASC Topic 280, “ Segment Reporting We measure and evaluate our operating segments based on operating income and operating expenses that do not include allocations of costs related to corporate functions, such as accounting and finance, human resources, legal, tax and treasury, which are reported as unallocated corporate expenses in our consolidated statements of operations included in this annual report on Form 10-K. Segment performance, as defined by Salem, is not necessarily comparable to other similarly titled captions of other companies. Broadcasting Our foundational business is radio broadcasting, which includes the ownership and operation of radio stations in large metropolitan markets. Our broadcasting segment includes our national networks and national sales firms. National companies often prefer to advertise across the United States as an efficient and cost effective way to reach their target audiences. Our national platform under which we offer radio airtime, digital campaigns and print advertisements can benefit national companies by reaching audiences throughout the United States. Salem Radio Network TM TM TM TM TM TM TM TM ® Salem Media Representatives (“SMR”) is our national advertising sales firm with offices in 13 U.S. cities. SMR specializes in placing national advertising on Christian and talk formatted radio stations as well as other commercial radio station formats. SMR sells commercial airtime to national advertisers on our radio stations and through our networks, as well as for independent radio station affiliates. SMR also contracts with independent radio stations to create custom advertising campaigns for national advertisers to reach multiple markets. During 2018, we launched Salem Surround, a national multimedia advertising agency with locations in 3 4 Digital Media Our digital media based businesses provide Christian, conservative, investing and health-themed content, e-commerce, ® ® ™ ™ ® ® ™ ® ® non-individualized Our church e-commerce ™ ™ Our web content is accessible through all of our radio station websites that feature content of interest to local audiences throughout the United States. Publishing Our publishing operating segment includes three businesses: (1) Regnery ® Singing News ® , The table below presents financial information for each operating segment as of December 31, 2019 and 2018 based on the composition of our operating segments: Broadcast Digital Publishing Unallocated Corporate Consolidated (Dollars in thousands) Year Ended December 31, 2019 Net revenue $ 193,339 $ 39,165 $ 21,394 $ — $ 253,898 Operating expenses 149,439 30,801 22,348 15,940 218,528 Net operating income (loss) before depreciation, amortization, impairments, change in estimated fair value of contingent earn-out $ 43,900 $ 8,364 $ (954 ) $ (15,940 ) $ 35,370 Depreciation 7,128 3,082 354 733 11,297 Amortization 35 3,757 844 1 4,637 Impairment of indefinite-lived long-term assets other than goodwill 2,908 — 17 — 2,925 Impairment of goodwill — 2,089 338 — 2,427 Change in estimated fair value of contingent earn-out — (41 ) — — (41 ) Net (gain) loss on the disposition of assets 22,056 260 10 — 22,326 Operating income (loss) $ 11,773 $ (783 ) $ (2,517 ) $ (16,674 ) $ (8,201 ) Broadcast Digital Publishing Unallocated Corporate Consolidated (Dollars in thousands) Year Ended December 31, 2018 Net revenue $ 198,502 $ 42,595 $ 21,686 $ — $ 262,783 Operating expenses 148,614 33,296 22,396 15,686 219,992 Net operating income (loss) before depreciation, amortization, impairments, change in estimated fair value of contingent earn-out $ 49,888 $ 9,299 $ (710 ) $ (15,686 ) $ 42,791 Depreciation 7,520 3,169 510 835 12,034 Amortization 38 5,227 926 1 6,192 Impairment of indefinite-lived long-term assets other than goodwill 2,834 — 36 — 2,870 Change in estimated fair value of contingent earn-out — 76 — — 76 Net (gain) loss on the disposition of assets 4,653 — — — 4,653 Operating income (loss) $ 34,843 $ 827 $ (2,182 ) $ (16,522 ) $ 16,966 Broadcast Digital Publishing Unallocated Corporate Consolidated (Dollars in thousands) As of December 31, 2019 Inventories, net $ — $ — $ 717 $ — $ 717 Property and equipment, net 72,816 6,127 801 7,929 87,673 Broadcast licenses 337,858 — — — 337,858 Goodwill 2,930 19,509 1,551 8 23,998 Other indefinite-lived intangible assets — — 260 — 260 Amortizable intangible assets, net 268 5,653 1,178 1 7,100 As of December 31, 2018 Inventories, net $ — $ 290 $ 387 $ — $ 677 Property and equipment, net 81,269 6,184 933 7,958 96,344 Broadcast licenses 376,316 — — — 376,316 Goodwill 2,960 21,933 1,888 8 26,789 Other indefinite-lived intangible assets — — 277 — 277 Amortizable intangible assets, net 303 8,937 2,021 3 11,264 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 22. SUBSEQUENT EVENTS On March 10, 2020, we announced a quarterly equity distribution in the amount of $0.0250 per share on Class A and Class B common stock. The equity distribution will be paid on March 31, 2020 to all Class A and Class B common stockholders of record as of March 24, 2020. On February 5, 2020, we entered an APA with Word Broadcasting to sell radio stations WFIA-AM, WFIA-FM WGTK-AM 4-29 . T he los s will in Based on the then existing market conditions, we completed repurchases of the Notes at amounts less than face value as follows: Date Principal Cash % of Face Bond Issue Net Gain (Dollars in thousands) January 30, 2020 $ 2,250 $ 2,194 97.50 % $ 35 $ 22 January 27, 2020 1,245 1,198 96.25 % 19 27 $ 3,495 $ 3,392 $ 54 $ 49 Subsequent events reflect all applicable transactions through the date of the filing. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
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: • revenue recognition, • asset impairments, including broadcasting licenses, goodwill and other indefinite-lived intangible assets; • probabilities associated with the potential for contingent earn-out • fair value measurements; • contingency reserves; • allowance for doubtful accounts; • sales returns and allowances; • barter transactions; • inventory reserves; • reserves for royalty advances; • fair value of equity awards; • self-insurance reserves; • estimated lives for tangible and intangible assets; • assessment of contract-based factors, asset-based factors, entity-based factors and market-based factors to determine the lease term impacting ROU assets and lease liabilities, • determining the IBR for calculating ROU assets and lease liabilities • income tax valuation allowances; and • uncertain tax positions. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid debt instruments, purchased with an initial maturity of three-months or less, to be cash equivalents. The carrying value of our cash and cash equivalents approximated fair value at each balance sheet date. |
Trade Accounts Receivable and Unbilled Revenue | Trade Accounts Receivable and Unbilled Revenue Trade accounts receivable, net of allowances: Unbilled revenue end-of-flight, |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts We maintain an allowance for doubtful accounts to provide for the estimated amount of receivables that may not be collected. The allowance is based on our historical collection experience, the age of the receivables, specific customer information and current economic conditions. Past due balances are generally not written-off |
Inventory | Inventory Inventories consist of published books recorded at the lower of cost or net realizable value as determined on a First-In First-Out (“FIFO”) cost method. |
Inventory Reserves | Inventory Reserves We record a provision to expense the balance of unsold inventory that we believe to be unrecoverable. We review historical data associated with book inventories and our own experiences to estimate the fair value of inventory on hand. Our analysis includes a review of actual sales returns, our allowances, royalty reserves, overall economic conditions and product demand. We regularly monitor actual performance to our estimates and make adjustments as necessary. Estimated inventory reserves may be adjusted, either favorably or unfavorably, if factors such as the historical data we used to calculate these estimates do not properly reflect future returns or as a result of changes in economic conditions of the customer and/or the market. We have not modified our estimate methodology and we have not historically recognized significant losses from changes in our estimates. We believe that our estimates and assumptions are reasonable and that our reserves are accurately reflected. |
Property and Equipment | Property and Equipment We account for property and equipment in accordance with FASB ASC Topic 360-10, Property, Plant and Equipment Category Estimated Life Buildings 40 years Office furnishings and equipment 5 - years Antennae, towers and transmitting equipment 10 - years Studio, production and mobile equipment 5 - years Computer software and website development costs 3 years Record and tape libraries 3 years Automobiles 5 years Leasehold improvements Lesser of the useful life or remaining lease term The carrying value of property and equipment is evaluated periodically in relation to the operating performance and anticipated future cash flows of the underlying radio stations and business units for indicators of impairment. When indicators of impairment are present, and the cash flows estimated to be generated from these assets is less than the carrying value, an adjustment to reduce the carrying value to the fair market value of the assets is recorded. See Note 7, Property and Equipment. |
Internally Developed Software and Website Development Costs | Internally Developed Software and Website Development Costs We capitalize costs incurred during the application development stage related to the development of internal-use 350-40 Internal-Use internal-use the |
Broadcast Licenses | Broadcast Licenses We account for broadcast licenses in accordance with FASB ASC Topic 350 “ Intangibles—Goodwill and Other Impairment testing requires an estimate of the fair value of our indefinite-lived intangible assets. We believe that these estimates of fair value are critical accounting estimates as the value is significant in relation to our total assets and the estimates incorporate variables and assumptions based on our experiences and judgment about our future operating performance. Fair value measurements 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. If actual future results are less favorable than the assumptions and estimates used in our estimates, we are subject to future impairment charges, the amount of which may be material. 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, Fair Value Measurements a nd Disc losures We perform our annual impairment testing during the fourth quarter of each year as discussed in Note 9, Broadcast Licenses. |
Goodwill | Goodwill We account for goodwill in accordance with FASB ASC Topic 350 “ Intangibles—Goodwill and Other Impairment testing requires an estimate of the fair value of our indefinite-lived intangible assets. We believe that these estimates of fair value are critical accounting estimates as the value is significant in relation to our total assets and the estimates incorporate variables and assumptions based on our experiences and judgment about our future operating performance. Fair value measurements 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. If actual future results are less favorable than the assumptions and estimates used in our estimates, we are subject to future impairment charges, the amount of which may be material. 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, Fair Value Measurements and Disclosures. We perform our annual impairment testing during the fourth quarter of each year as discussed in Note 10, Goodwill. |
Other Indefinite-Lived Intangible Assets | Other Indefinite-Lived Intangible Assets We account for mastheads in accordance with FASB ASC Topic 350 “ Intangibles—Goodwill and Other |
Amortizable Intangible Assets | Amortizable Intangible Assets Intangible assets are recorded at cost less accumulated amortization. Typically, intangible assets are acquired in conjunction with the acquisition of broadcast entities, digital media entities and publishing entities. These intangibles are amortized using the straight-line method over the fol l Category Estimated Life Customer lists and contracts Lesser of 5 years or the life of contract Domain and brand names 5 -7 y Favorable and assigned leases Lease Term Subscriber base and lists 3 - Author relationships 1 - Non-compete 1 to 5 years The carrying value of our amortizable intangible assets are evaluated periodically in relation to the operating performance and anticipated future cash flows of the underlying radio stations and businesses for indicators of impairment. In accordance with FASB ASC Topic 360 “ Property, Plant and Equipment |
Deferred Financing Costs | Deferred Financing Costs Debt issue costs are amortized to non-cash On May 19, 2017, we closed on a private offering of $255.0 million aggregate principal amount of 6.75% senior secured notes due 2024 (the “Notes”) and concurrently entered into a five-year $30.0 million senior secured asset-based revolving credit facility, which includes a $5.0 million subfacility for standby letters of credit and a $7.5 million subfacility for swingline loans (“ABL Facility”) due May 19, 2022. We incurred debt issuance costs of $6.3 million that were recorded as a reduction of the Note proceeds that are being amortized to non-cash non-cash |
Income Tax Valuation Allowances (Deferred Taxes) | Income Tax Valuation Allowances (Deferred Taxes) We account for income taxes in accordance with FASB ASC Topic 740 “ Income Taxes We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. In the event we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to earnings in the period in which we make such a determination. Likewise, if we later determine that it is more likely than not that the net deferred tax assets would be realized, we would reverse the applicable portion of the previously provided valuation allowance. For financial reporting purposes, we recorded a valuation allowance of $13.0 million as of December 31, 2019 to offset the deferred tax assets related to the federal and state net operating loss carryforwards. As a result of our adjusted cumulative three-year pre-tax We believe that our estimates and assumptions are reasonable and that our reserves are accurately reflected. |
Income Taxes and Uncertain Tax Positions | Income Taxes and Uncertain Tax Positions We are subject to audit and review by various taxing jurisdictions. We may recognize liabilities on our financial statements for positions taken on uncertain tax positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others may be subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. Such positions are deemed to be unrecognized tax benefits and a corresponding liability is established on the balance sheet. It is inherently difficult and subjective to estimate such amounts, as this requires us to make estimates based on the various possible outcomes. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, we believe it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. We review and reevaluate uncertain tax positions on a quarterly basis. Changes in assumptions may result in the recognition of a tax benefit or an additional charge to the tax provision. During the year ended December 31, 2019, we recognized liabilities associated with uncertain tax positions around our subsidiary Salem Communications Holding Company’s Pennsylvania tax filing. The position taken on the tax returns follows Pennsylvania Notice 2016-01 illion |
Effective Tax Rate | Effective Tax Rate Our provision for income tax as a percentage of operating income before taxes, or our effective tax rate, may be impacted by: (1) changes in the level of income in any of our taxing jurisdictions; (2) changes in statutes and rules applicable to taxable income in the jurisdictions in which we operate; (3) changes in the expected outcome of income tax audits; (4) changes in the estimate of expenses that are not deductible for tax purposes; (5) income taxes in certain states where the states’ current taxable income is dependent on factors other than consolidated net income; (6) the addition of operations in states that on average have different income tax rates from states in which we currently operate; and (7) the effect of previously reported temporary differences between the and financial reporting bases of assets and liabilities. Our annual effective tax rate may also be materially impacted by tax expense associated with non-amortizable |
Business Acquisitions | Business Acquisitions We account for business acquisitions in accordance with the acquisition method of accounting as specified in FASB ASC Topic 805 “ Business Combinations earn-out 2017-01 Business Combinations (Topic 805) Clarifying the Definition of a Business” 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. 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 in Note 14, Fair Value Measurements. We may retain a third-party appraiser to estimate the fair value of the acquired net assets as of the acquisition date. As part of the valuation and appraisal process, the third-party appraiser prepares a report assigning estimated fair values to the various assets acquired. These fair value estimates are subjective in nature and require careful consideration and judgment. Management reviews the third-party reports for reasonableness of the assigned values. We believe that these valuations and analysis provide appropriate estimates of the fair value for the net assets acquired as of the acquisition date. The initial valuations for business acquisitions are subject to refinement during the measurement period, which may be up to one year from the acquisition date. During this measurement period, we may retroactively record adjustments to the net assets acquired based on additional information obtained for items that existed as of the acquisition date. Upon the conclusion of the measurement period, any adjustments are reflected in our Consolidated Statements of Operations. To date, we have not recorded adjustments to the estimated fair values used in our business acquisition consideration during or after the measurement period. Property and equipment are recorded at the estimated fair value and depreciated on a straight-line basis over their estimated useful lives. Finite-lived intangible assets are recorded at their estimated fair value and amortized on a straight-line basis over their estimated useful lives. Goodwill, which represents the organizational systems and procedures in place to ensure the effective operation of the entity, may also be recorded and tested for impairment. Costs associated with business acquisitions, such as consulting and legal fees, are expensed as incurred. We recognized costs associated with acquisitions of $0.1 million during the year ended December 31, 2019 compared to $0.2 million during the year ended December 31, 2018, which are included in unallocated corporate expenses in the accompanying Consolidated Statements of Operations. |
Contingent Earn-Out Consideration | Contingent Earn-Out Our acquisitions may include contingent earn-out earn-out earn-out Fair Value Measurements and Disclosures,” We review the probabilities of possible future payments to the estimated fair value of any contingent earn-out earn-out earn-out earn-out earn-out At December 31, 2019, our estimated contingent earn-out earn-out of the contingent earn-out including or . We made no cash payments for conting ent earn -out con sideration during the year ended December 31, 2019 compared to $0.1 million paid the prior year |
Partial Self-Insurance on Employee Health Plan | Partial Self-Insurance on Employee Health Plan We provide health insurance benefits to eligible employees under a self-insured plan whereby we pay actual medical claims subject to certain stop loss limits. We record self-insurance liabilities based on actual claims filed and an estimate of those claims incurred but not reported. Our estimates are based on historical data and probabilities. Any projection of losses concerning our liability is subject to a high degree of variability. Among the causes of this variability are unpredictable external factors such as future inflation rates, changes in severity, benefit level changes, medical costs and claim settlement patterns. Should the actual amount of claims increase or decrease beyond what was anticipated, we may adjust our future reserves. Our self-insurance liability was $0.6 million and $0.8 million at December 31, 2019 and 2018, respectively. We have not modified our estimate methodology and we have not historically recognized significant losses from changes in our estimates. The following table presents the changes in our partial self-insurance reserves. Year Ended December 31, 2018 2019 (Dollars in thousands) Balance, beginning of period $ 747 $ 828 Self-funded costs 9,336 8,087 Claims paid (9,255 ) (8,275 ) Ending period balance $ 828 $ 640 |
Derivative Instruments | Derivative Instruments We are exposed to market risk from changes in interest rates. We actively monitor these fluctuations and may use derivative instruments primarily for the purpose of reducing the impact of changing interest rates on our variable rate debt and to reduce the impact of changing fair market values on our fixed rate debt. 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,” As of December 31, 2019, we did not have any outstanding derivative instruments. |
Fair Value Measurements and Disclosures | Fair Value Measurements and Disclosures As of December 31, 2019, 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 the ABL approximates fair value as the related interest rates approximate rates currently available to the company. The carrying amount of the Notes at December 31, 2019 was $219.8 million, compared to the estimated fair value of $203.9 million based on the prevailing interest rates and trading activity of our Notes. See Note 14, Fair Value Measurements and Disclosures. |
Long-term Debt and Debt Covenant Compliance | Long-term Debt and Debt Covenant Compliance Our classification of outstanding borrowings on our Notes as long-term debt on our balance sheet is based on our assessment that, under the Indenture and after considering our projected operating results and cash flows for the coming year, no principal payments are required to be made within the next twelve months. The Notes have a term of seven years, maturing on June 1, 2024. We may redeem the Notes, in whole or in part, at any time on or before June 1, 2020 at a price equal to 100% of the principal amount of the Notes plus a “make-whole” premium as of, and accrued and unpaid interest, if any, to, but not including, the redemption date. At any time on or after June 1, 2020, we may redeem some or all of the Notes at the redemption prices (expressed as percentages of the principal amount to be redeemed) set forth in the Notes, plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, we may redeem up to 35% of the aggregate principal amount of the Notes before June 1, 2020 with the net cash proceeds from certain equity offerings at a redemption price of 106.75% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the redemption date. See Note 16, Commitments and Contingencies. |
Reserves for Royalty Advances | Reserves for Royalty Advances Royalties due to book authors are paid in advance and capitalized. Royalties are expensed as the related book revenues are earned or when we determine that future recovery of the royalty is not likely. We reviewed historical data associated with royalty advances, earnings and recoverability based on actual results of Regnery ® |
Contingency Reserves | Contingency Reserves In the ordinary course of business, we are involved in various legal proceedings, lawsuits, arbitration and other claims which are complex in nature and have outcomes that are difficult to predict. Consequently, we are unable to ascertain the ultimate aggregate amount of monetary liability or the financial impact with respect to these matters. We record contingency reserves to the extent we conclude that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. The establishment of the reserve is based on a review of all relevant factors, the advice of legal counsel, and the subjective judgment of management. The reserves we have recorded to date have not been material to our consolidated financial position, results of operations or cash flows. We believe that our estimates and assumptions are reasonable and that our reserves are accurately reflected. While we believe that the final resolution of any known maters, individually and in the aggregate, will not have a material adverse effect upon our consolidated financial position, results of operations or cash flows, it is possible that we could incur additional losses. We maintain insurance that may provide coverage for such matters. Future claims against us, whether meritorious or not, could have a material adverse effect upon our consolidated financial position, results of operations or cash flows, including losses due to costly litigation and losses due to matters that require significant amounts of management time that can result in the diversion of significant operational resources. See Note 16, Commitments and Contingencies. |
Revenue Recognition | Revenue Recognition We adopted ASC Topic 606, “ Revenue from Contracts with Customers” ASC 606 is a comprehensive revenue recognition model that requires revenue to be recognized when control of the promised goods or services are transferred to our customers at an amount that reflects the consideration that we expect to receive. Application of ASC 606 requires us to use more judgment and make more estimates than under former guidance. Application of ASC 606 requires a five-step model as discussed in Note 5, Revenue Recognition. |
Stock-Based Compensation | Stock-Based Compensation We account for stock-based compensation under the provisions of FASB ASC Topic 718, “ Compensation—Stock Compensation first-in, first-out |
Advertising and Promotional Cost | Advertising and Promotional Cost Costs of media advertising and associated production costs are expensed as incurred and amounted to approximately $9.2 million and $10.9 million for each of the years ended December 31, 2019 and 2018. |
Leases | Leases We adopted ASC 842 “ Leases 2018-11. For operating leases, we calculated ROU assets and lease liabilities based on the present value of the remaining lease payments as of the date of adoption using the IBR as of that date. There were no changes in our capital lease portfolio, which are now titled “finance leases” under ASC 842, other than the reclassification of the assets acquired under capital leases from their respective property and equipment category and long-term debt to ROU assets and lease liabilities. The adoption of ASC 842 resulted in recording a non-cash Right-of-Use The FASB issued practical expedients and accounting policy elections that we have applied as described below. Practical Expedients ASC 842 provides a package of three practical expedients that must be adopted together and applied to all lease agreements. We elected the package of practical expedients as follows for all leases: Whether expired or existing contracts contain leases under the new definition of a lease. Because the accounting for operating leases and service contracts was similar under ASC 840, there was no accounting reason to separate lease agreements from service contracts in order to account for them correctly. We reviewed existing service contracts to determine if the agreement contained an embedded lease to be accounted for on the balance sheet under ASC 842. Lease classification for expired or existing leases. Leases that were capital leases under ASC 840 are accounted for as financing leases under ASC 842 while leases that were operating leases under ASC 840 are accounted for as operating leases under ASC 842. Whether previously capitalized initial direct costs would meet the definition of initial direct costs under the new standard guidance. The definition of initial direct costs is more restrictive under ASC 842 than under ASC 840. Entities that do not elect the practical expedient are required to reassess capitalized initial direct costs under ASC 840 and record an equity adjustment for those that are not capitalizable under ASC 842. Land Easement Practical Expedient We elected the practical expedient that permits us to continue applying our current policy of accounting for land easements that existed as of, or expired before, the effective date of ASC 842. We have applied this policy to all of our existing land easements that were not previously accounted for under ASC 840. Accounting Policy Elections Lease Term We calculate the term for each lease agreement to include the noncancellable period specified in the agreement together with (1) the periods covered by options to extend the lease if we are reasonably certain to exercise that option, (2) periods covered by an option to terminate if we are reasonably certain not to exercise that option and (3) period covered by an option to extend (or not terminate) if controlled by the lessor. The assessment of whether we are reasonably certain to exercise an option to extend a lease requires significant judgement surrounding contract-based factors, asset-based factors, entity-based factors and market-based factors. These factors are described in our Critical Accounting Policies, Judgments and Estimates in Item 2 in this quarterly report on Form 10-Q. Lease Payments Lease payments consist of the following payments (as applicable) related to the use of the underlying asset during the lease term: • Fixed payments, including in substance fixed payments, less any lease incentives paid or payable to the lessee • Variable lease payments that depend on an index or a rate, such as the Consumer Price Index or a market interest rate, initially measured using the index or rate at the commencement date of January 1, 2019. • The exercise price of an option to purchase the underlying asset if the lessee is reasonably certain to exercise that option. • Payments for penalties for terminating the lease if the lease term reflects the lessee exercising an option to terminate the lease. • Fees paid by the lessee to the owners of a special-purpose entity for structuring the transaction • For a lessee only, amounts probable of being owed by the lessee under residual value guarantees Short-Term Lease Exemption We elected to exclude short-term leases, or leases with a term of twelve months or less that do not contain a purchase option that we are reasonably certain to exercise, from our ROU asset and lease liability calculations. We considered the applicability of the short-term exception on month-to-month month-to-month one-month We believe that these month-to-month month-to-month Service Agreements with an Embedded Lease Component We elected to exclude certain service agreements that contain embedded leases for equipment based on the immaterial impact of these agreements. Our analysis included cable and satellite television service agreements for which our monthly payment may include equipment rentals, coffee and water service at certain facilities that may include equipment rentals (we often meet minimum requirements and just pay for product used), security services that include a monthly fee for cameras or equipment, and other similar arrangements. Based on the insignificant amount of the monthly lease costs, we elected to exclude these agreements from our ROU asset and liability calculations due to the immaterial impact to our financial statements. Index or Rate Applicable to Operating Lease Liabilities We elected to measure lease liabilities for variable lease payments using the current rate or index in effect at the time of transition on January 1, 2019. Using the current index or rate is consistent with how we calculated and presented future minimum lease payments under ASC 840. Therefore, there is no change in accounting policy applicable to this election. Incremental Borrowing Rate The ROU asset and related lease liabilities recorded under ASC 842 are calculated based on the present value of the lease payments using (1) the rate implicit in the lease or (2) the lessee’s IBR, defined as the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. We performed an analysis as of January 1, 2019 to estimate the IBR applicable to Salem upon transition to ASC 842. Our analysis required the use of significant judgement and estimates, including the estimated value of the underlying leased asset, as described in are described in our Critical Accounting Policies, Judgments and Estimates in Item 2 in this quarterly report on Form 10-Q. Portfolio Approach We elected to use a portfolio approach by applying a single IBR to leases with reasonably similar characteristics, including the remaining lease term, the underlying assets and the economic environment. We believe that applying the portfolio approach is acceptable because the results do not materially differ from the application of the leases model to the individual leases in that portfolio. Sales Taxes and Other Similar Taxes We elected not to evaluate whether sales taxes or other similar taxes imposed by a governmental authority on a specific lease revenue-producing transaction that are collected by the lessor from the lessee are the primary obligation of the lessor as owner of the underlying leased asset. A lessor that makes this election will exclude these taxes from the measurement of lease revenue and the associated expense. Taxes assessed on a lessor’s total gross receipts or on the lessor as owner of the underlying asset (e.g., property taxes) are excluded from the scope of the policy election. A lessor must apply the election to all taxes in the scope of the policy election and would provide certain disclosures. Separating Consideration between Lease and Non-Lease We elected to include the lease and non-lease non-lease Contracts that include lease and non-lease non-lease Accounting for a lease component of a contract and its associated non-lease Impairment of ROU Assets ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, “ Property, Plant, and Equipment ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. After a careful analysis of the guidance, we concluded that the appropriate unit of accounting for testing ROU assets for impairment is the broadcast market cluster level for radio station operations and the entity or division level for digital media entities, publishing entities and networks. Corporate ROU assets are tested on a consolidated level with consideration given to all cash flows of the company as corporate functions do not generate cash flows and are funded by revenue-producing activities at lower levels of the entity. ASC 360 requires three steps to identify, recognize and measure the impairment of a long-lived asset (asset group) to be held and used: Step 1—Consider whether Indicators of Impairment are Present As detailed in ASC 360-10-35-21, • A significant decrease in the market price of a long-lived asset (asset group) • A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition • A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator • An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group) • A current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group) • A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50 percent. Other indicators should be considered if we believe that the carrying amount of an asset (asset group) may not be recoverable. Step 2—Test for Recoverability If indicators of impairment are present, we are required to perform a recoverability test comparing the sum of the estimated undiscounted cash flows attributable to the long-lived asset or asset group in question to the carrying amount of the long-lived asset or asset group. ASC 360 does not specifically address how operating lease liabilities and future cash outflows for lease payments should be considered in the recoverability test. Under ASC 360, financial liabilities, or long-term debt, generally are excluded from an asset group while operating liabilities, such as accounts payable, generally are included. ASC 842 characterizes operating lease liabilities as operating liabilities. Because operating lease liabilities may be viewed as having attributes of finance liabilities as well as operating liabilities, it is generally acceptable for a lessee to either include or exclude operating lease liabilities from an asset group when testing whether the carrying amount of an asset group is recoverable provided the approach is applied consistently for all operating leases and when performing Steps 2 and 3 of the impairment model in ASC 360. In cases where we have received lease incentives, including operating lease liabilities in an asset group may result in the long-lived asset or asset group having a zero or negative carrying amount because the incentives reduce our ROU assets. We elected to exclude operating lease liabilities from the carrying amount of the asset group such that we test ROU assets for operating leases in the same manner that we test ROU assets for financing leases. Undiscounted Future Cash Flows The undiscounted future cash flows in Step 2 are based on our own assumptions rather than a market participant. If an election is made to exclude operating lease liabilities from the asset or asset group, all future cash lease payments for the lease should also be excluded. The standard requires lessees to exclude certain variable lease payments from lease payments and, therefore, from the measurement of a lessee’s lease liabilities. Because these variable payments do not reduce the lease liability, we include the variable payments we expect to make in our estimate of the undiscounted cash flows in the recoverability test (Step 2) using a probability-weighted approach. Step 3—Measurement of an Impairment Loss If the undiscounted cash flows used in the recoverability test are less than the carrying amount of the long-lived asset (asset group), we are required to estimate the fair value of the long-lived asset or asset group and recognize an impairment loss when the carrying amount of the long-lived asset or asset group exceeds the estimated fair value. We elected to exclude operating lease liabilities from the estimated fair value, consistent with the recoverability test. Any impairment loss for an asset group must reduce only the carrying amounts of a long-lived asset or assets of the group, including the ROU assets. The loss must be allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset of the group must not reduce the carrying amount of that asset below its fair value whenever the fair value is determinable without undue cost and effort. ASC 360 prohibits the subsequent reversal of an impairment loss for an asset held and used. Fair Value Considerations When determining the fair value of a ROU asset, we must estimate what market participants would pay to lease the asset or what a market participant would pay up front in one payment for the ROU asset, assuming no additional lease payments would be due. The ROU asset must be valued assuming its highest and best use, in its current form, even if that use differs from the current or intended use. If no market exists for an asset in its current form, but there is a market for a transformed asset, the costs to transform the asset are considered in the fair value estimate. Refer to Note 1 4 and Disclosures There were no indications of impairment during the period ended December 31, 2019. |
Leasehold Improvements | Leasehold Improvements We may construct or otherwise invest in leasehold improvements to properties. The costs of these leasehold improvements are capitalized and depreciated over the shorter of the estimated useful life of the improvement or the lease term including anticipated renewal periods. |
(Gain) Loss on the Disposition of Assets | (Gain) Loss on the Disposition of Assets We record gains or losses on the disposition of assets equal to the proceeds, if any, as compared to the net book value. Exchange transactions are accounted for in accordance with FASB ASC Topic 845 “ Non-Monetary During the year ended December 31, 2019 we recorded a $9.6 million pre-tax WAFS-AM WWDJ-AM WHKZ-AM KEXB-AM KTNO-AM) KDMT-AM KTEK-AM KRDY-AM KXFN-AM WSDZ-AM pre-tax WWMI-AM WLCC-AM WZAB-AM WOCN-AM WKAT-AM) pre-tax WSPZ-AM pre-tax WDYZ-AM WORL-AM) pre-tax WBZW-AM pre-tax KKOL-AM KPAM-AM pre-tax pre-tax pre-tax pre-tax During the year ended December 31, 2018, we recorded a $4.7 million pre-tax pre-tax KGBI-FM pre-tax KCRO-AM KOTK-AM pre-tax pre-tax pre-tax WBIX-AM |
Discontinued Operations | Discontinued Operations We regularly review underperforming assets to determine if a sale or disposal might be a better way to monetize the assets. When a station, group of stations, or other asset group is considered for sale or disposal, we review the transaction to determine if or when the entity qualifies as a discontinued operation in accordance with the criteria of FASB ASC Topic 205-20 Discontinued Operations |
Basic and Diluted Net Earnings Per Share | Basic and Diluted Net Earnings Per Share Basic net earnings per share has been computed using the weighted average number of Class A and Class B shares of common stock outstanding during the period. Diluted net earnings per share is computed using the weighted average number of shares of Class A and Class B common stock outstanding during the period plus the dilutive effects of stock options. Options to purchase 1,860,722 and 1,980,972 shares of Class A common stock were outstanding at December 31, 2019 and 2018. 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. The following table sets forth the shares used to compute basic and diluted net earnings per share for the periods indicated: Year Ended December 31, 2018 2019 Weighted average shares 26,179,702 26,502,934 Effect of dilutive securities - stock options — 0 Weighted average shares adjusted for dilutive securities 26,179,702 26,502,934 |
Segments | Segments We have three operating segments: (1) Broadcast, (2) Digital Media, and (3) Publishing, which also qualify as reportable segments. Our operating segments reflect how our chief operating decision makers, which we define as a collective group of senior executives, assesses the performance of each operating segment and determines the appropriate allocations of resources to each segment. We continually review our operating segment classifications to align with operational changes in our business and may make changes as necessary. We measure and evaluate our operating segments based on operating income and operating expenses that do not include allocations of costs related to corporate functions, such as accounting and finance, human resources, legal, tax and treasury, which are reported as unallocated corporate expenses in our consolidated statements of operations included in this annual report on Form 10-K. |
Variable Interest Entities | Variable Interest Entities We may enter into agreements or investments with other entities that could qualify as variable interest entities (“VIEs”) in accordance with FASB ASC Topic 810 “ Consolidation” re-evaluate We may enter into lease arrangements with entities controlled by our principal stockholders or other related parties. We believe that the requirements of FASB ASC 810 do not apply to these entities because the lease arrangements do not contain explicit guarantees of the residual value of the real estate, do not contain purchase options or similar provisions and the leases are at terms that do not vary materially from leases that would have been available with unaffiliated parties. Additionally, we do not have an equity interest in the entities controlled by our principal stockholders or other related parties and we do not guarantee debt of the entities controlled by our principal stockholders or other related parties. We also enter into Local Marketing Agreements (“LMAs”) or Time Brokerage Agreements (“TBAs”) contemporaneously with entering into an Asset Purchase Agreement (“APA”) to acquire or sell a radio station. Typically, both LMAs and TBAs are contractual agreements under which the station owner/licensee makes airtime available to a programmer/licensee in exchange for a fee and reimbursement of certain expenses. LMAs and TBAs are subject to compliance with the antitrust laws and the communications laws, including the requirement that the licensee must maintain independent control over the station and, in particular, its personnel, programming, and finances. The FCC has held that such agreements do not violate the communications laws as long as the licensee of the station receiving programming from another station maintains ultimate responsibility for, and control over, station operations and otherwise ensures compliance with the communications laws. The requirements of FASB ASC 810 may apply to entities under LMAs or TBAs, depending on the facts and circumstances related to each transaction. As of December 31, 2019, we did not have implicit or explicit arrangements that required consolidation under the guidance in FASB ASC 810. |
Concentrations of Business Risks | Concentrations of Business Risks We derive a substantial part of our total revenues from the sale of advertising. For the years ended December 31, 2019 and 2018, 35.3% and 36.4%, respectively, of our total broadcast revenues were generated from the sale of broadcast advertising. We are particularly dependent on revenue from stations in the Los Angeles and Dallas markets, which generated 15.0% and 20.4% for the year ended December 31, 2018 and 14.8% and 19.6% for the year ended December 31, 2018. Because substantial portions of our revenues are derived from local advertisers in these key markets, our ability to generate revenues in those markets could be adversely affected by local or regional economic downturns. |
Concentrations of Credit Risks | Concentrations of Credit Risks Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents; trade accounts receivable and derivative instruments. We place our cash and cash equivalents with high quality financial institutions. Such balances may be in excess of the Federal Deposit Insurance Corporation insured limits. To manage the related credit exposure, we continually monitor the credit worthiness of the financial institutions where we have deposits. Concentrations of credit risk with respect to trade accounts receivable are limited due to the wide variety of customers and markets in which we provide services, as well as the dispersion of our operations across many geographic areas. We perform ongoing credit evaluations of our customers, but generally do not require collateral to support customer receivables. We establish an allowance for doubtful accounts based on various factors including the credit risk of specific customers, age of receivables outstanding, historical trends, economic conditions and other information. Historically, our bad debt expense has been within management’s expectations. 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to accounting principles are established by the FASB in the form of ASUs to the FASB’s Codification. We consider the applicability and impact of all ASUs on our financial position, results of operations, cash flows, or presentation thereof. Described below are ASUs that are not yet effective, but may be applicable to our financial position, results of operations, cash flows, or presentation thereof. ASUs not listed below were assessed and determined to not be applicable to our financial position, results of operations, cash flows, or presentation thereof. In January 2020, the FASB issued ASU 2020-01, 2020-01 In December 2019, the FASB issued ASU 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes 2019-12 In November 2018, the FASB issued ASU 2018-18, Collaborative Arrangements (Tope 818): Clarifying the Interaction Between Topic 808 and Topic 606 In October 2018, the FASB issued ASU 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use 350-40): 2018-15 internal-use In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement.” 2018-13 In July 2018, the FASB issued ASU 2018-09, Codification Improvements 2018-09 In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses,” held-to-maturity available-for-sale 2016-13, 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses 2016-13. 2018-19 2016-13. 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments 2016-13. 2019-05, Financial Instruments – Credit Losses (Topic 326) 2016-13. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Depreciation Using the Straight-line Method over Estimated Useful Lives | Depreciation is computed using the straight-line method over estimated useful lives as follows: Category Estimated Life Buildings 40 years Office furnishings and equipment 5 - years Antennae, towers and transmitting equipment 10 - years Studio, production and mobile equipment 5 - years Computer software and website development costs 3 years Record and tape libraries 3 years Automobiles 5 years Leasehold improvements Lesser of the useful life or remaining lease term |
Summary of Intangibles are Amortized Using the Straight-line Method over Estimated Useful Lives | These intangibles are amortized using the straight-line method over the fol l Category Estimated Life Customer lists and contracts Lesser of 5 years or the life of contract Domain and brand names 5 -7 y Favorable and assigned leases Lease Term Subscriber base and lists 3 - Author relationships 1 - Non-compete 1 to 5 years |
Schedule of Partial Self Insurance Reserve | The following table presents the changes in our partial self-insurance reserves. Year Ended December 31, 2018 2019 (Dollars in thousands) Balance, beginning of period $ 747 $ 828 Self-funded costs 9,336 8,087 Claims paid (9,255 ) (8,275 ) Ending period balance $ 828 $ 640 |
Shares Used to Compute Basic and Diluted Net Earning Per Share | The following table sets forth the shares used to compute basic and diluted net earnings per share for the periods indicated: Year Ended December 31, 2018 2019 Weighted average shares 26,179,702 26,502,934 Effect of dilutive securities - stock options — 0 Weighted average shares adjusted for dilutive securities 26,179,702 26,502,934 |
Recent Transactions (Tables)
Recent Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Business Acquisitions | A summary of our business acquisitions and asset purchases during the year ended December 31, 2019, none of which were individually or in the aggregate material to our consolidated financial position as of the respective date of acquisition, is as follows: Acquisition Date Description Total Consideration (Dollars in thousands) September 27, 2019 KPAM-AM, $ 965 September 9, 2019 FM Translator construction permit, Louisville, Kentucky (asset acquisition) 35 July 25, 2019 Journeyboxmedia.com (business acquisition) 500 July 10, 2019 Steelehouse Productions, Inc. (business acquisition) 100 June 6, 2019 InvestmentHouse.com (business acquisition) 553 March 18, 2019 pjmedia.com (asset acquisition) 100 $ 2,253 |
Summary of Total Acquisition Consideration | A summary of our business acquisitions and asset purchases during the year ended December 31, 2019, none of which were individually or in the aggregate material to our consolidated financial position as of the respective date of acquisition, is as follows: Description Total Consideration (Dollars in thousands) Cash payments made upon closing $ 1,285 Non-cash 965 Present value of estimated fair value of contingent earn-out 3 Total purchase price consideration $ 2,253 |
Total Acquisition Consideration Allocated | The fair value of the net assets acquired was allocated as follows: Net Broadcast Net Digital Total (Dollars in thousands) Assets Property and equipment $ 348 $ 373 $ 721 Broadcast licenses 617 — 652 FM Translators 35 35 Goodwill — 6 6 Customer lists and contracts — 322 322 Domain and brand names — 99 99 Subscriber base and lists — 471 471 Non-compete — 10 10 $ 1,000 $ 1,281 $ 2,281 Liabilities Contract liabilities, short-term — (28 ) (28 ) $ 1,000 $ 1,253 $ 2,253 |
Debt Transactions [Member] | |
Schedule of Business Acquisitions | A summary of our business acquisitions and asset purchases during the year ended December 31, 2018, none of which were individually or in the aggregate material to our consolidated financial position as of the respective date of acquisition, is as follows: Acquisition Date Description Total Consideration (Dollars in thousands) September 11, 2018 KTRB-AM, $ 5,349 August 9, 2018 Hilary Kramer Financial Newsletter (business acquisition) 439 August 7, 2018 Just1Word (business acquisition) 312 July 25, 2018 KZTS-AM KDXE-AM), 210 July 24, 2018 Childrens-Ministry-Deals.com (business acquisition) 3,700 June 25, 2018 KDXE-FM KZTS-FM), 1,100 April 19, 2018 HearItFirst.com (asset purchase) 70 $ 11,180 |
Summary of Total Acquisition Consideration | The following table summarizes the total acquisition consideration for the year ended December 31, 2018: Description Total Consideration (Dollars in thousands) Cash payments made upon closing $ 10,854 Deferred payments 150 Present value of estimated fair value of contingent earn-out 51 Closing costs accrued for asset acquisitions 125 Total purchase price consideration $ 11,180 |
Total Acquisition Consideration Allocated | The fair value of the net assets acquired was allocated as follows: Net Broadcast Net Digital Media Net Total (Dollars in thousands) Assets Property and equipment $ 371 $ 715 $ 1,086 Broadcast licenses 6,281 — 6,281 Goodwill 7 986 993 Customer lists and contracts — 1,882 1,882 Domain and brand names — 1,252 1,252 Subscriber base and lists — 875 875 Non-compete — 19 19 Other amortizable intangible assets — 334 334 $ 6,659 $ 6,063 $ 12,722 Liabilities Contract liabilities, long-term $ — $ (1,542 ) $ (1,542 ) $ 6,659 4,521 11,180 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Significant Changes in Our Contract Liabilities | Significant changes in our contract liabilities balances during the period are as follows: Short Term Long-Term (Dollars in thousands) Balance, beginning of period January 1, 2019 $ 11,537 $ 1,379 Revenue recognized during the period that was included in the beginning balance of contract liabilities (8,156 ) — Additional amounts recognized during the period 19,341 664 Revenue recognized during the period that was recorded during the period (13,528 ) — Transfers 299 (299 ) Balance, end of period December 31, 2019 $ 9,493 $ 1,744 Amount refundable at beginning of period $ 11,410 $ 1,379 Amount refundable at end of period $ 9,403 $ 1,744 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | We expect to satisfy these performance obligations as follows: Amount For the Year Ended December 31, (Dollars in thousands) 2020 $ 9,493 2021 1,006 2022 286 2023 205 2024 121 Thereafter 126 $ 11,237 |
Trade and Barter Transactions Expenses | Trade and barter revenues and expenses were as follows: Year Ended December 31, 2018 2019 Net broadcast barter revenue $ 6,702 $ 5,625 Net digital media barter revenue 124 — Net publishing barter revenue 11 63 Net broadcast barter expense $ 6,161 $ 5,055 Net digital media barter expense 3 — Net publishing barter expense 20 20 |
Reconciliation of Revenue from Segments to Consolidated | Year Ended December 31, 2019 Broadcast Digital Media Publishing Consolidated (dollars in thousands) By Source of Revenue: Block Programming—National $ 48,465 $ — $ — $ 48,465 Block Programming—Local 30,502 — — 30,502 Spot Advertising—National 16,352 — — 16,352 Spot Advertising—Local 51,824 — — 51,824 Infomercials 1,409 — — 1,409 Network 19,078 — — 19,078 Digital Advertising 12,582 20,454 405 33,441 Digital Streaming 825 3,873 — 4,698 Digital Downloads and eBooks — 5,694 1,428 7,122 Subscriptions 1,107 8,044 763 9,914 Book Sales and e-commerce, 378 480 11,679 12,537 Self-Publishing Fees — — 5,474 5,474 Print Advertising 28 — 609 637 Other Revenues 10,789 620 1,036 12,445 $ 193,339 $ 39,165 $ 21,394 $ 253,898 Timing of Revenue Recognition Point in Time $ 191,010 $ 39,103 $ 21,394 $ 251,507 Rental Income (1) 2,329 62 — 2,391 $ 193,339 $ 39,165 $ 21,394 $ 253,898 Year Ended December 31, 2018 Broadcast Digital Media Publishing Consolidated (Dollars in thousands) By Source of Revenue: Block Programming—National $ 49,864 $ — $ — $ 49,864 Block Programming—Local 33,274 — — 33,274 Spot Advertising—National 16,333 — — 16,333 Spot Advertising—Local 55,863 — — 55,863 Infomercials 1,824 — — 1,824 Network 19,293 — — 19,293 Digital Advertising 7,172 22,351 473 29,996 Digital Streaming 752 4,347 — 5,099 Digital Downloads and eBooks — 5,354 1,481 6,835 Subscriptions 1,056 8,205 907 10,168 Book Sales and e-commerce, 483 1,949 11,866 14,298 Self-Publishing fees — — 5,609 5,609 Advertising - Print 42 — 574 616 Other Revenues 12,546 389 776 13,711 $ 198,502 $ 42,595 21,686 262,783 Timing of Revenue Recognition Point in Time $ 196,187 42,500 21,640 260,327 Rental Income(1) 2,315 95 46 2,456 $ 198,502 $ 42,595 21,686 262,783 (1) Rental income is not applicable to ASC 606, but shown for the purpose of identifying each revenue source presented in total revenue on our Consolidated Financial Statements within this report on Form 10-K. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory on Hand by Segment | The following table provides details of inventory on hand by segment: As of December 31, 2018 2019 (Dollars in thousands) Regnery ® $ 1,317 $ 1,988 Reserve for obsolescence—Regnery ® Publishing (930 ) (1,271 ) Inventory, net—Regnery ® Publishing 387 717 Wellness products $ 354 $ — Reserve for obsolescence—Wellness products (64 ) — Inventory, net—Wellness products 290 — Consolidated inventories, net $ 677 $ 717 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Summary of Categories of Property and Equipment | The following is a summary of the categories of our property and equipment: As of December 31, 2018 2019 (Dollars in thousands) Land $ 31,822 $ 30,936 Buildings 30,104 30,283 Office furnishings and equipment 36,756 36,855 Antennae, towers and transmitting equipment 85,998 78,312 Studio, production and mobile equipment 29,040 30,164 Computer software and website development costs 27,603 29,595 Record and tape libraries 17 17 Automobiles 1,570 1,509 Leasehold improvements 19,357 18,834 Construction-in-progress 4,833 4,290 $ 267,100 $ 260,795 Less accumulated depreciation (170,756 ) (173,122 ) $ 96,344 $ 87,673 |
Operating and Finance Lease R_2
Operating and Finance Lease Right-of-Use Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: December 31, 2019 (Dollars in thousands) Operating Leases Related Party Other Total Operating leases ROU assets $ 7,964 $ 46,586 $ 54,550 Operating lease liabilities (current) $ 971 $ 7,514 $ 8,485 Operating lease liabilities (non-current) 7,210 46,840 54,050 Total operating lease liabilities $ 8,181 $ 54,354 $ 62,535 Weighted Average Remaining Lease Term Operating leases 8.6 years Finance leases 3.4 years Weighted Average Discount Rate Operating leases 8.21 % Finance leases 4.61 % |
Components of Lease Expense | The components of lease expense were as follows: Twelve Months (Dollars in thousands) Amortization of finance lease ROU Assets $ 96 Interest on finance lease liabilities 9 Finance lease expense 105 Operating lease expense 13,845 Variable lease expense 922 Short-term lease expense 822 Total lease expense $ 15,694 |
Schedule of other information related to leases | Supplemental cash flow information related to leases was as follows: Twelve Months Ended (Dollars in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 14,279 Operating cash flows from finance leases 8 Financing cash flows from finance leases 83 Leased assets obtained in exchange for new operating lease liabilities $ 1,882 Leased assets obtained in exchange for new finance lease liabilities 24 |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under leases that had initial or remaining non-cancelable Operating Leases Related Party Other Total Finance Leases Total (Dollars in thousands) 2020 $ 1,601 $ 12,637 $ 14,238 $ 75 $ 14,313 2021 1,619 11,481 13,100 55 13,155 2022 1,613 9,935 11,548 46 11,594 2023 1,169 8,858 10,027 25 10,052 2024 1,015 6,497 7,512 7 7,519 Thereafter 5,097 30,863 35,960 — 35,960 Undiscounted Cash Flows $ 12,114 $ 80,271 $ 92,385 $ 208 $ 92,593 Less: imputed interest (3,933 ) (25,917 ) (29,850 ) (15 ) (29,865 ) Total $ 8,181 $ 54,354 $ 62,535 $ 193 $ 62,728 Reconciliation to lease liabilities: Lease liabilities—current $ 971 $ 7,514 $ 8,485 $ 69 $ 8,554 Lease liabilities—long-term 7,210 46,840 54,050 124 54,174 Total Lease Liabilities $ 8,181 $ 54,354 $ 62,535 $ 193 $ 62,728 |
Schedule of Future Minimum Lease Payments Based on Former Accounting Guidance | Future minimum lease payments under leases that had initial or remaining non-cancelable Operating Leases Related Party Other Total Finance Leases Total (Dollars in thousands) 2019 $ 1,730 $ 11,633 $ 13,363 $ 58 $ 13,421 2020 1,763 11,592 13,355 39 13,394 2021 1,767 10,596 12,363 31 12,394 2022 1,730 9,490 11,220 27 11,247 2023 1,234 8,584 9,818 8 9,826 Thereafter 13,364 48,109 61,473 — 61,473 $ 21,588 $ 100,004 $ 121,592 $ 163 $ 121,755 |
Broadcast Licenses (Tables)
Broadcast Licenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Indefinite-lived Intangible Assets [Line Items] | |
Schedule of Changes in Broadcasting Licenses | The following table presents the changes in broadcasting licenses that include acquisitions and divestitures of radio stations and FM translators as described in Note 3 – Recent Transactions. Year Ended December 31, 2018 2019 (Dollars in thousands) Balance, beginning of period before cumulative loss on impairment $ 486,455 $ 484,691 Accumulated loss on impairment (105,541 ) (108,375 ) Balance, beginning of period after cumulative loss on impairment 380,914 376,316 Acquisitions of radio stations 6,270 617 Acquisitions of FM translators and construction permits 19 35 Capital Projects — 300 Abandoned capital projects (40 ) — Disposition of radio stations (8,013 ) (36,502 ) Impairments based on the estimated fair value of broadcast licenses (2,834 ) (2,908 ) Balance, end of period after cumulative loss on impairment $ 376,316 $ 337,858 Balance, end of period before cumulative loss on impairment $ 484,691 $ 441,143 Accumulated loss on impairment (108,375 ) (103,285 ) Balance, end of period after cumulative loss on impairment $ 376,316 $ 337,858 |
Schedule Of Carrying Value and Fair Value of Broadcast Licenses | The table below presents the percentage within a range by which our prior year start-up income estimated fair value exceeds the current year carrying value of our broadcasting licenses: Geographic Market Clusters as of December 31, 2019 Exceeds 2019 Carrying Value £ >26%-50% >51% to 75% > +than 76% Number of accounting units 10 5 2 8 Broadcast license carrying value (in thousands) $ 138,730 $ 76,364 $ 8,150 $ 63,869 Geographic Market Clusters as of December 31, 2019 Percentage Range By Which September 2019 Estimated Fair Value Exceeds 2019 Carrying Value £ >26%-50% >51% to 75% > +than 76% Number of accounting units 7 — — — Broadcast license carrying value (in thousands) $ 101,948 $ — $ — $ — The table below shows the percentage within a range by which our estimated fair value exceeded the carrying value of our broadcasting licenses for these 6 remaining market clusters: Geographic Market Clusters as of December 31, 2019 Tested due to SOI Multiple and length of time from prior valuation—Percentage £ >26%-50% >51% to 75% > +than 76% Number of accounting units — 1 4 1 Broadcast license carrying value (in thousands) $ — $ 9,333 $ 37,945 $ 4,281 |
Schedule of Interim Impairment Testing Under Start-Up Income Approach | The table below presents the results of our impairment testing under the start-up Market Cluster Excess Fair Value December 31, 2019 Estimate Atlanta, GA 73.7 % Boston, MA 31.4 % Chicago, IL 11.2 % Cleveland, OH 1.2 % Col Springs, CO 43.8 % Columbus, OH 40.7 % Little Rock 40.6 % Louisville, KY 6.4 % Miami FL 1071.7 % Minneapolis, MN 125.1 % Orlando FL 62.1 % Philadelphia, PA 15.21 Portland, OR 6.1 % Sacramento, CA 12.2 % San Francisco, CA 28.4 % Tampa, FL (12.5 %) |
Broadcast Licenses [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Schedule of Estimates and Assumptions Used in the Start - Up Income Valuation for Broadcast Licenses | The assumptions used reflect those of a hypothetical market participant and not necessarily the actual or projected results of Salem. The key estimates and assumptions used in the start-up income valuation for the broadcast licenses tested in each period were as follows: Broadcast Licenses December 31, September 30, December 31, 2019 Risk-adjusted discount rate 9.0% 9.0% 9.0% Operating profit margin ranges 4.4% - 34.5% 4.3% - 30.7% 4.0% - 33.8% Long-term revenue growth rates 0.5% - 1.2% 0.7% - 1.1% 0.7% - 1.1% |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Changes in Goodwill | The following table presents the changes in goodwill including business acquisitions as described in Note 3—Recent Transactions. Year Ended December 31, 2018 2019 (Dollars in thousands) Balance, beginning of period before cumulative loss on impairment, $ 28,453 $ 28,818 Accumulated loss on impairment (2,029 ) (2,029 ) Balance, beginning of period after cumulative loss on impairment 26,424 26,789 Acquisitions of radio stations 7 — Acquisitions of digital media entities 986 6 Disposition of radio stations (628 ) (29 ) Disposition of digital media entities — (341 ) Impairments based on the estimated fair value goodwill — (2,427 ) Ending period balance $ 26,789 $ 23,998 Balance, end of period before cumulative loss on impairment 28,818 28,454 Accumulated loss on impairment (2,029 ) (4,456 ) Ending period balance $ 26,789 $ 23,998 |
Broadcast Markets Enterprise Valuations [Member] | |
Carrying Value and Fair Value of Financial Instrument Disclosure | The tables below present the percentage within a range by which the estimated fair value exceeded the carrying value of each of our market clusters, including goodwill: Broadcast Market Clusters as of December 31, 2019 Percentage Range By Which Estimated Fair Value Exceeds Carrying Value Including Goodwill < 10% >11% to 20% >21% to 50% > than 51% Number of accounting units — — 2 1 Carrying value including goodwill ( in thousands $ — $ — $ 62,480 $ 2,021 |
Schedule of Assumptions Used | The key estimates and assumptions used for our enterprise valuations are as follows: Broadcast Markets Enterprise Valuations December 31, 2018 December 31, 2019 Risk-adjusted discount rate 9.0% 9.0% Operating profit margin ranges (4.1%) - (31.1%) - Long-term revenue growth rates 0.5% - 1.1% 0.7% - 0.9% |
Digital Media [Member] | |
Carrying Value and Fair Value of Financial Instrument Disclosure | The table below presents the percentage within a range by which the estimated fair value exceeded the carrying value of the remaining accounting units, including goodwill. Digital Media Entities as of December 31, 2019 Percentage Range By Which Estimated Fair Value Exceeds Carrying < 10% >10% to 20% >21% to 50% > than 51% Number of accounting units 1 — — 1 Carrying value including goodwill ( in thousands $ 3,253 $ — $ — $ 25,671 |
Schedule of Assumptions Used | The key estimates and assumptions used for our enterprise valuations are as follows: Digital Media Enterprise Valuations December 31, 2018 December 31, 2019 Risk adjusted discount rate 10.0% 10.0% Operating profit margin ranges 8.5% - 3.7% - 28.8% Long-term revenue growth rates 1.0% 0.5% - 1.0% |
Publishing [Member] | |
Carrying Value and Fair Value of Financial Instrument Disclosure | The table below presents the percentage within a range by which the estimated fair value exceeded the carrying value of our remaining accounting units, including goodwill. Publishing Entities as of December 31, 2019 Percentage Range By Which Estimated Fair Value Exceeds Carrying < 10% >11% to >21% to > than 51% Number of accounting units — — — 1 Carrying value including goodwill ( in thousands $ — $ — $ — $ 686 |
Schedule of Assumptions Used | The key estimates and assumptions used for our enterprise valuations are as follows: Publishing Enterprise Valuations December 31, 2018 December 31, 2019 Risk adjusted discount rate 10.0% 10.0% Operating margin ranges 4.0% - 1.5% - Long-term revenue growth rates 1.0% 0.5% |
Other Indefinite-Lived Intang_2
Other Indefinite-Lived Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Text Block [Abstract] | |
Key Estimates and Assumptions | The key estimates and assumptions are as follows: Mastheads December 31, 2018 December 31, 2019 Risk-adjusted discount rate 10.0% 10.0% Long-term revenue growth rates (4.0%) - (4.0%) - Royalty rate 3.0% 3.0% |
Amortizable Intangible Assets (
Amortizable Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Significant Classes of Amortizable Intangible Assets | The following tables provide a summary of our significant classes of amortizable intangible assets: As of December 31, 2019 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 23,833 $ (21,823 ) $ 2,010 Domain and brand names 20,332 (17,727 ) 2,605 Favorable and assigned leases 2,188 (1,920 ) 268 Subscriber base and lists 9,886 (8,251 ) 1,635 Author relationships 2,771 (2,609 ) 162 Non-compete agreements 2,041 (1,798 ) 243 Other amortizable intangible assets 1,666 (1,489 ) 177 $ 62,717 $ (55,617 ) $ 7,100 As of December 31, 2018 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 24,673 $ (21,798 ) $ 2,875 Domain and brand names 21,358 (16,758 ) 4,600 Favorable and assigned leases 2,256 (1,953 ) 303 Subscriber base and lists 9,672 (7,198 ) 2,474 Author relationships 2,771 (2,454 ) 317 Non-compete 2,048 (1,641 ) 407 Other amortizable intangible assets 1,666 (1,378 ) 288 $ 64,444 $ (53,180 ) $ 11,264 |
Amortizable Intangible Assets, Estimate Amortization Expense | Based on the amortizable intangible assets as of December 31, 2019, we estimate amortization expense for the next five years to be as follows: Year ended December 31, Amortization Expense (Dollars in thousands) 2020 $ 3,265 2021 1,782 2022 1,146 2023 627 2024 78 Thereafter 202 Total $ 7,100 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Instruments Senior Secured Note | Based on the then existing market conditions, we completed repurchases of our 6.75% Senior Secured Notes at amounts less than face value as follows: Date Principal Repurchased Cash Paid % of Face Value Bond Issue Costs Net Gain (Dollars in thousands) December 27, 2019 $ 3,090 $ 2,874 93.00 % $ 48 $ 167 November 27, 2019 5,183 4,548 87.75 % 82 553 November 15, 2019 3,791 3,206 84.58 % 61 524 March 28, 2019 2,000 1,830 91.50 % 37 134 March 28, 2019 2,300 2,125 92.38 % 42 133 February 20, 2019 125 114 91.25 % 2 9 February 19, 2019 350 319 91.25 % 7 24 February 12, 2019 1,325 1,209 91.25 % 25 91 January 10, 2019 570 526 92.25 % 9 35 December 21, 2018 2,000 1,835 91.75 % 38 127 December 21, 2018 1,850 1,702 92.00 % 35 113 December 21, 2018 1,080 999 92.50 % 21 60 November 17, 2018 1,500 1,357 90.50 % 29 114 May 4, 2018 4,000 3,770 94.25 % 86 144 April 10, 2018 4,000 3,850 96.25 % 87 63 April 9, 2018 2,000 1,930 96.50 % 43 27 $ 35,164 $ 32,194 $ 652 $ 2,318 |
Long-Term Debt | Long-term debt consisted of the following: As of December 31, 2018 2019 (Dollars in thousands) 6.75% Senior Secured Notes $ 238,570 $ 219,836 Less unamortized debt issuance costs based on imputed interest rate of 7.08% (4,540 ) (3,368 ) 6.75% Senior Secured Notes net carrying value 234,030 216,468 Asset-Based Revolving Credit Facility principal outstanding 19,660 12,426 Long-term debt less unamortized debt issuance costs 253,690 228,894 Less current portion (19,660 ) (12,426 ) Long-term debt less unamortized debt issuance costs, net of current portion $ 234,030 $ 216,468 |
Principle Repayment Requirements Under Long Term Agreements Outstanding | Principal repayment requirements under all long-term debt agreements outstanding at December 31, 2019 for each of the next five years and thereafter are as follows: Amount (Dollars in thousands) For the Year Ended December 31, 2020 $ 12,426 2021 — 2022 — 2023 — 2024 219,836 Thereafter — $ 232,262 |
Fair Value Measurements and D_2
Fair Value Measurements and Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities Measured at Fair Value | The following table summarizes the fair value of our financial assets and liabilities that are measured at fair value: December 31, 2019 Carrying Value Fair Value Measurement Category Level 1 Level 2 Level 3 (Dollars in thousands) Assets Estimated fair value of other indefinite-lived intangible assets $ 260 $ — $ — $ 260 Liabilities: Estimated fair value of contingent earn-out 19 — — 19 Long-term debt less unamortized debt issuance costs $ 228,894 — $ 212,956 — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Consolidated Provision for Income Taxes | The consolidated provision for income taxes is as follows: Year Ended December 31, 2018 2019 (Dollars in thousands) Current: Federal $ — $ — State 282 471 282 471 Deferred: Federal (658 ) (1,445 ) State 2,849 4,951 2,191 3,506 Provision for income taxes $ 2,473 $ 3,977 |
Schedule of Consolidated Deferred Tax Asset and Liability | Consolidated deferred tax assets and liabilities consist of the following: As of December 31, 2018 2019 (Dollars in thousands) Deferred tax assets: Financial statement accruals not currently deductible $ 6,822 $ 4,652 Net operating loss, AMT credit and other carryforwards 50,067 45,521 State taxes 124 70 Operating lease liabilities under ASC 842 — 16,618 Other 3,969 6,847 Total deferred tax assets 60,982 73,708 Valuation allowance for deferred tax assets (5,371 ) (12,977 ) Net deferred tax assets $ 55,611 $ 60,731 Deferred tax liabilities: Excess of net book value of property and equipment and software for financial reporting purposes over tax basis $ 2,763 $ 2,391 Excess of net book value of intangible assets for financial reporting purposes over tax basis 88,112 82,939 Operating lease right-of-use assets under ASC 842 — 14,179 Other 8 — Total deferred tax liabilities 90,883 99,509 Net deferred tax liabilitie s $ (35,272 ) $ (38,778 ) |
Schedule of Reconciliation of Net Deferred Tax Liabilities to Financial Instrument | The following table reconciles the above net deferred tax liabilities to the financial statements: As of December 31, 2018 2019 (Dollars in thousands) Deferred income tax asset per balance sheet $ — $ — Deferred income tax liability per balance sheet (35,272 ) (38,778 ) $ (35,272 ) $ (38,778 ) |
Schedule of Reconciliation of Statutory Federal Income Tax Rate to Provision for Income Tax | A reconciliation of the statutory federal income tax rate to the provision for income tax is as follows: Year Ended December 31, 2018 2019 (Dollars in thousands) Statutory federal income tax (statutory tax rate) $ (151 ) $ (5,045 ) Effect of state taxes, net of federal 2,284 3,714 Permanent items 318 329 State rate change 248 668 Valuation allowance (147 ) 4,105 Tax Cuts and Jobs Act of 2017 — — Other, net (79 ) 206 Provision for income taxes $ 2,473 $ 3,977 |
Stock Incentive Plan (Tables)
Stock Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock-Based Compensation Expense Recognized | The following table reflects the components of stock-based compensation expense recognized in the Consolidated Statements of Operations for the years ended December 31, 2019 and 2018: Year Ended December 31, 2018 2019 (Dollars in thousands) Stock option compensation expense included in unallocated corporate expenses $ 329 $ 271 Restricted stock shares compensation expense included in unallocated corporate expenses — 623 Stock option compensation expense included in broadcast operating expenses 122 111 Restricted stock shares compensation expense included in broadcast operating expenses — 383 Stock option compensation expense included in digital media operating expenses 77 71 Restricted stock shares compensation expense included in digital media operating expenses — — Stock option compensation expense included in publishing operating expenses 15 1 Restricted stock shares compensation expense included in publishing operating expenses — — Total stock-based compensation expense, pre-tax $ 543 $ 1,460 Tax expense from stock-based compensation expense (141 ) (380 ) Total stock-based compensation expense, net of tax $ 402 $ 1,080 |
Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Valuation Model | The weighted-average assumptions used to estimate the fair value of the stock options using the Black-Scholes valuation model were as follows for the years ended December 31, 2019 and 2018: Year Ended Year Ended Expected volatility 41.84 % 56.12 % Expected dividends 7.89 % 16.27 % Expected term (in years) 7.4 6.7 Risk-free interest rate 2.93 % 1.69 % |
Schedule of Stock Option Activity | Activity with respect to the company’s option awards during the two years ended December 31, 2019 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 Outstanding at January 1, 2018 1,428,462 $ 5.20 $ 2.96 3.7 years $ 653 Granted 650,000 3.30 1.86 — Exercised (17,615 ) 2.49 2.11 35 Forfeited or expired (79,875 ) 4.42 3.20 28 Outstanding at December 31, 2018 1,980,972 $ 4.63 $ 2.61 4.1 years $ — Exercisable at December 31, 2018 1,055,716 5.51 3.38 2.2 years — Expected to Vest 878,531 $ 4.65 $ 2.63 4.0 years $ — Outstanding at January 1, 2019 1,980,972 $ 4.63 $ 2.61 4.1 years $ 0 Granted 88,750 1.63 0.44 0 0 Exercised (200 ) 2.38 2.05 0 0 Forfeited or expired (208,800 ) 5.77 4.06 0 2 Outstanding at December 31, 2019 1,860,722 $ 4.39 $ 2.37 3.6 years $ 0 Exercisable at December 31, 2019 1,248,844 4.93 2.78 2.3 years 0 Expected to Vest 580,978 $ 4.40 $ 2.38 3.5 years $ 0 |
Schedule of Information Regarding Restricted Stock Activity | Activity with respect to the company’s restricted stock awards during the year ended December 31, 2019 is as follows: Restricted Stock Awards Shares Weighted Average Weighted Average Aggregate Intrinsic Non-Vested — $ — — years $ — Granted 497,051 2.02 — 1,006 Lapse of restrictions (389,061 ) 2.07 — 919 Forfeited or expired — — — — Outstanding at December 31, 2019 107,990 $ 1.85 1.67 years $ 156 |
Stock Options Outstanding Additional Information | Additional information regarding options outstanding as of December 31, 2019, is as follows: Weighted Average Contractual Life Weighted Weighted Range of Remaining Average Exercisable Average Exercise Prices Options (Years) Exercise Price Options Exercise Price $2.38 - $3.00 357,005 3.0 $ 2.43 268,255 $ 2.70 $3.01 - $3.28 565,000 5.7 3.25 176,500 3.25 $3.29 - $4.63 67,750 5.4 3.78 20,125 3.81 $4.64 - $4.85 411,792 3.7 4.85 324,789 4.85 $4.86 - $6.65 10,750 1.4 5.68 10,750 5.68 $6.66 - $8.76 448,425 1.1 7.00 448,425 7.00 1,860,722 3.6 $ 4.39 1,248,844 $ 4.93 |
Equity Transactions (Tables)
Equity Transactions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule Of Equity [Line Items] | |
Schedule of Cash Distributions Declared and Paid | The following table shows distributions that have been declared and paid since January 1, 2018: Announcement Date Payment Date Amount Per Cash Distributed (in thousands) December 10, 2019 December 30, 2019 $ 0.0250 $ 667 September 11, 2019 September 30, 2019 $ 0.0650 1,730 May 14, 2019 June 28, 2019 $ 0.0650 1,728 March 7, 2019 March 29, 2019 $ 0.0650 1,702 November 26, 2018 December 21, 2018 $ 0.0650 1,702 September 5, 2018 September 28, 2018 $ 0.0650 1,702 May 31, 2018 June 29, 2018 $ 0.0650 1,701 February 28, 2018 March 28, 2018 $ 0.0650 1,701 |
Segment Data (Tables)
Segment Data (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Data | The table below presents financial information for each operating segment as of December 31, 2019 and 2018 based on the composition of our operating segments: Broadcast Digital Publishing Unallocated Corporate Consolidated (Dollars in thousands) Year Ended December 31, 2019 Net revenue $ 193,339 $ 39,165 $ 21,394 $ — $ 253,898 Operating expenses 149,439 30,801 22,348 15,940 218,528 Net operating income (loss) before depreciation, amortization, impairments, change in estimated fair value of contingent earn-out $ 43,900 $ 8,364 $ (954 ) $ (15,940 ) $ 35,370 Depreciation 7,128 3,082 354 733 11,297 Amortization 35 3,757 844 1 4,637 Impairment of indefinite-lived long-term assets other than goodwill 2,908 — 17 — 2,925 Impairment of goodwill — 2,089 338 — 2,427 Change in estimated fair value of contingent earn-out — (41 ) — — (41 ) Net (gain) loss on the disposition of assets 22,056 260 10 — 22,326 Operating income (loss) $ 11,773 $ (783 ) $ (2,517 ) $ (16,674 ) $ (8,201 ) Broadcast Digital Publishing Unallocated Corporate Consolidated (Dollars in thousands) Year Ended December 31, 2018 Net revenue $ 198,502 $ 42,595 $ 21,686 $ — $ 262,783 Operating expenses 148,614 33,296 22,396 15,686 219,992 Net operating income (loss) before depreciation, amortization, impairments, change in estimated fair value of contingent earn-out $ 49,888 $ 9,299 $ (710 ) $ (15,686 ) $ 42,791 Depreciation 7,520 3,169 510 835 12,034 Amortization 38 5,227 926 1 6,192 Impairment of indefinite-lived long-term assets other than goodwill 2,834 — 36 — 2,870 Change in estimated fair value of contingent earn-out — 76 — — 76 Net (gain) loss on the disposition of assets 4,653 — — — 4,653 Operating income (loss) $ 34,843 $ 827 $ (2,182 ) $ (16,522 ) $ 16,966 Broadcast Digital Publishing Unallocated Corporate Consolidated (Dollars in thousands) As of December 31, 2019 Inventories, net $ — $ — $ 717 $ — $ 717 Property and equipment, net 72,816 6,127 801 7,929 87,673 Broadcast licenses 337,858 — — — 337,858 Goodwill 2,930 19,509 1,551 8 23,998 Other indefinite-lived intangible assets — — 260 — 260 Amortizable intangible assets, net 268 5,653 1,178 1 7,100 As of December 31, 2018 Inventories, net $ — $ 290 $ 387 $ — $ 677 Property and equipment, net 81,269 6,184 933 7,958 96,344 Broadcast licenses 376,316 — — — 376,316 Goodwill 2,960 21,933 1,888 8 26,789 Other indefinite-lived intangible assets — — 277 — 277 Amortizable intangible assets, net 303 8,937 2,021 3 11,264 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Repurchases of Notes From January 1, 2019 Through Date of Filing | we completed repurchases of the Notes at amounts less than face value as follows: Date Principal Cash % of Face Bond Issue Net Gain (Dollars in thousands) January 30, 2020 $ 2,250 $ 2,194 97.50 % $ 35 $ 22 January 27, 2020 1,245 1,198 96.25 % 19 27 $ 3,495 $ 3,392 $ 54 $ 49 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2019Segments | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 3 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||||
Dec. 31, 2019USD ($)Segmentsshares | Dec. 31, 2018USD ($)shares | Jan. 01, 2019USD ($) | Dec. 31, 2017USD ($) | May 19, 2017USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||||
Lease right of use assets | $ 54,550,000 | $ 65,000,000 | |||
Operating lease liabilities | 62,535,000 | $ 74,400,000 | |||
Interest Costs Capitalized | 2,700,000 | $ 2,100,000 | |||
Capitalized computer software, amortization | 2,600,000 | 2,800,000 | |||
Impairment of intangible assets, finite-lived | 0 | ||||
Carrying value of notes | 219,800,000 | ||||
Debt related commitment fees and debt issuance costs | 6,300,000 | ||||
Debt issuance costs, gross | 800,000 | ||||
Increase in Valuation Allowance Deferred Tax Asset | 7,600,000 | ||||
Deferred Tax Assets Valuation Allowance | 12,977,000 | 5,371,000 | |||
Business combination recognized identifiable assets increase or decrease | 100,000 | 200,000 | |||
Increase (Decrease) in contingent earn-out liabilities | 41,000 | $ 76,000 | |||
Debt instrument, estimated fair value | $ 203,900,000 | ||||
Option to purchase shares of common stock outstanding | shares | 1,860,722 | 1,980,972 | |||
Percentage of total revenue | 35.30% | 36.40% | |||
Self-insurance reserve | $ 640,000 | $ 828,000 | $ 747,000 | ||
Number of operating segments | Segments | 3 | ||||
Cash payments for contingent earn-out consideration | $ 0 | 100,000 | |||
Estimated contingent earn-out | 19,000 | 55,000 | |||
Accounting Standards Update 2016-01 [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Liability recognised for Tax Position | 200,000 | ||||
Combination of Seven Radio Station [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Discontinued operation, gain (loss) from disposal of discontinued operation, before income tax | 9,400,000 | ||||
Combination of Three Station [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Discontinued operation, gain (loss) from disposal of discontinued operation, before income tax | 4,700,000 | ||||
Washington radio stations [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Discontinued operation, gain (loss) from disposal of discontinued operation, before income tax | 3,800,000 | ||||
Florida radio stations [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Discontinued operation, gain (loss) from disposal of discontinued operation, before income tax | 1,600,000 | ||||
WBZW-AMFlorida radio stations [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Discontinued operation, gain (loss) from disposal of discontinued operation, before income tax | 1,500,000 | ||||
Combination of Two Station [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Discontinued operation, gain (loss) from disposal of discontinued operation, before income tax | 1,300,000 | ||||
MikeTurner [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Discontinued operation, gain (loss) from disposal of discontinued operation, before income tax | 200,000 | ||||
Human Event [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Discontinued operation, gain (loss) from disposal of discontinued operation, before income tax | 200,000 | ||||
MiamiFlorida [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Discontinued operation, gain (loss) from disposal of discontinued operation, before income tax | 400,000 | ||||
Newport Natural Health [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Discontinued operation, gain (loss) from disposal of discontinued operation, before income tax | $ 100,000 | ||||
Combination of nine radio station [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Number Of Radio Stations | 9 | ||||
Combination of four radio station [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Number Of Radio Stations | 4 | ||||
Asset-Based Revolving Credit Facility [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Carrying value of notes | $ 30,000,000 | ||||
Senior Secured Debt [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Carrying value of notes | $ 255,000,000 | ||||
Debt instrument, interest rate, stated percentage | 6.75% | 6.75% | |||
Debt related commitment fees and debt issuance costs | $ 900,000 | 900,000 | |||
Production Costs [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Marketing and advertising expense | $ 9,200,000 | 10,900,000 | |||
Notes [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Debt instrument term | 7 years | ||||
Debt instrument, maturity date | Jun. 1, 2024 | ||||
Miami [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Discontinued operation, gain (loss) from disposal of discontinued operation, before income tax | $ 4,700,000 | ||||
Dallas TX [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Percentage of total revenue | 20.40% | 19.60% | |||
Omaha KGBI-FM [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Discontinued operation, gain (loss) from disposal of discontinued operation, before income tax | $ 2,400,000 | ||||
Omaha KCRO-AM and KOTK-AM [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Discontinued operation, gain (loss) from disposal of discontinued operation, before income tax | 1,800,000 | ||||
Lakeside [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Discontinued operation, gain (loss) from disposal of discontinued operation, before income tax | 300,000 | ||||
Covina [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Discontinued operation, gain (loss) from disposal of discontinued operation, before income tax | 200,000 | ||||
Boston [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Discontinued operation, gain (loss) from disposal of discontinued operation, before income tax | $ 200,000 | ||||
Los Angeles CA [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Percentage of total revenue | 15.00% | 14.80% | |||
Debt Instrument Redemption Period One [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Debt instrument, redemption price, percentage of principal amount redeemed | 100.00% | ||||
Debt instrument, redemption, percentage of aggregate principal amount | 100.00% | ||||
Debt instrument, redemption period, start date | Jun. 1, 2020 | ||||
Debt Instrument Redemption Period Two [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Debt instrument, redemption price, percentage of principal amount redeemed | 106.75% | ||||
Debt instrument, redemption period, end date | Jun. 1, 2020 | ||||
Debt instrument, redemption, percentage of aggregate principal amount | 35.00% | 35.00% | |||
Debt Instrument Redemption Period Three [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Debt instrument, redemption price, percentage of principal amount redeemed | 103.00% | ||||
Debt instrument, redemption period, end date | Jun. 1, 2020 | ||||
Debt instrument, redemption, percentage of aggregate principal amount | 10.00% | 106.75% | |||
Offset to Deferred Tax [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Increase in Valuation Allowance Deferred Tax Asset | $ 13,000,000 | ||||
Standby Letters of Credit [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | ||||
Swing Line Loans [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 7,500,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Depreciation Using the Straight-line Method over Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 40 years |
Computer Software and Website Development Costs [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 3 years |
Record and Tape Libraries [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 3 years |
Automobiles [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment, description | Lesser of the useful life or remaining lease term |
Minimum [Member] | Office Furnishings and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 5 years |
Minimum [Member] | Antennae, Towers and Transmitting Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 10 years |
Minimum [Member] | Studio, Production and Mobile Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 5 years |
Maximum [Member] | Office Furnishings and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 10 years |
Maximum [Member] | Antennae, Towers and Transmitting Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 20 years |
Maximum [Member] | Studio, Production and Mobile Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 7 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Intangibles are Amortized Using the Straight-line Method over Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Customer Lists and Contracts [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets, description | Lesser of 5 years or the life of contract |
Favorable and Assigned Leases [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets, description | Lease Term |
Minimum [Member] | Domain and Brand Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets | 5 years |
Minimum [Member] | Subscriber Base and Lists [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets | 3 years |
Minimum [Member] | Author Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets | 1 year |
Minimum [Member] | Non-Compete Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets | 1 year |
Maximum [Member] | Domain and Brand Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets | 7 years |
Maximum [Member] | Subscriber Base and Lists [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets | 7 years |
Maximum [Member] | Author Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets | 7 years |
Maximum [Member] | Non-Compete Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets | 5 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Partial Self Insurance Reserve (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Self Insurance [Abstract] | ||
Balance, beginning of period | $ 828 | $ 747 |
Self-funded costs | 8,087 | 9,336 |
Claims paid | (8,275) | (9,255) |
Ending period balance | $ 640 | $ 828 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Shares Used to Compute Basic and Diluted Net Earning Per Share (Detail) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Weighted average shares | 26,502,934 | 26,179,702 |
Effect of dilutive securities-stock options | 0 | |
Weighted average shares adjusted for dilutive securities | 26,502,934 | 26,179,702 |
Recent Transactions - Acquisiti
Recent Transactions - Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 27, 2019 | Sep. 09, 2019 | Jul. 25, 2019 | Jul. 10, 2019 | Jun. 06, 2019 | Mar. 18, 2019 | Sep. 11, 2018 | Jul. 25, 2018 | Jun. 25, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2017 | Jan. 03, 2017 |
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||
Business combination, liabilities arising from contingencies, amount recognized | $ 500 | |||||||||||||
Goodwill | $ 23,998 | $ 26,789 | $ 26,424 | |||||||||||
Principal repurchased | 18,700 | 16,400 | ||||||||||||
Cash paid | 16,800 | 15,400 | ||||||||||||
Net gain | 1,700 | 600 | ||||||||||||
Cash dividend distributed | $ 5,827 | $ 6,806 | ||||||||||||
Pjmedia.com website [Member] | ||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||
Business acquisition, effective date of acquisition | Mar. 18, 2019 | |||||||||||||
Asset purchase consideration transferred | $ 100 | $ 100 | ||||||||||||
KTRBAM [Member] | ||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||
Payment for asset acquisition | $ 5,100 | |||||||||||||
Transaction costs related to asset acquisition | $ 200 | |||||||||||||
KZTS-AM [Member] | ||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||
Payment for asset acquisition | $ 200 | |||||||||||||
Transaction costs related to asset acquisition | $ 30,000 | |||||||||||||
KDXE-FM [Member] | ||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||
Business Combination, Consideration Transferred | $ 1,100 | |||||||||||||
Goodwill | $ 7,400 | |||||||||||||
KPAM-AM In Portland, Oregon Asset Acquisition [Member] | ||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||
Business acquisition, effective date of acquisition | Sep. 27, 2019 | Sep. 27, 2019 | ||||||||||||
Asset purchase consideration transferred | $ 1,000 | $ 965 | ||||||||||||
FM Translator Construction Permit in Louisville, Kentucky Asset Acquisition [Member] | ||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||
Business acquisition, effective date of acquisition | Sep. 9, 2019 | Sep. 9, 2019 | ||||||||||||
Asset purchase consideration transferred | $ 35,000 | $ 35 | ||||||||||||
Journey box media [Member] | ||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||
Business acquisition, effective date of acquisition | Jul. 25, 2019 | |||||||||||||
Business Combination, Consideration Transferred | $ 500 | |||||||||||||
Asset purchase consideration transferred | $ 500 | |||||||||||||
Goodwill | $ 4,000 | |||||||||||||
Steelehouse production [Member] | ||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||
Business acquisition, effective date of acquisition | Jul. 10, 2019 | |||||||||||||
Business Combination, Consideration Transferred | $ 100 | |||||||||||||
Asset purchase consideration transferred | $ 100 | |||||||||||||
Goodwill | $ 2,000 | |||||||||||||
Investment House.Com [Member] | ||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||
Business acquisition, effective date of acquisition | Jun. 6, 2019 | |||||||||||||
Business Combination, Consideration Transferred | $ 600 | $ 553 | ||||||||||||
Additional incentive payment | 10.00% | 10.00% | ||||||||||||
Business combination, liabilities arising from contingencies, amount recognized | $ 2,500 |
Recent Transactions - Acquisi_2
Recent Transactions - Acquisitions - Schedule Of Consolidated Financial Position (Detail) - USD ($) $ in Thousands | Sep. 27, 2019 | Sep. 09, 2019 | Jul. 25, 2019 | Jul. 10, 2019 | Jun. 06, 2019 | Mar. 18, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Total Consideration | $ 2,253 | $ 11,180 | ||||||
KPAM-AM In Portland, Oregon Asset Acquisition [Member] | ||||||||
Acquisition Date | Sep. 27, 2019 | Sep. 27, 2019 | ||||||
Asset acquisition | $ 1,000 | $ 965 | ||||||
FM Translator Construction Permit in Louisville, Kentucky Asset Acquisition [Member] | ||||||||
Acquisition Date | Sep. 9, 2019 | Sep. 9, 2019 | ||||||
Asset acquisition | $ 35,000 | $ 35 | ||||||
Journey box media [Member] | ||||||||
Acquisition Date | Jul. 25, 2019 | |||||||
Business acquisition | $ 500 | |||||||
Asset acquisition | $ 500 | |||||||
Steelehouse production [Member] | ||||||||
Acquisition Date | Jul. 10, 2019 | |||||||
Business acquisition | $ 100 | |||||||
Asset acquisition | $ 100 | |||||||
Investment HouseCom [Member] | ||||||||
Acquisition Date | Jun. 6, 2019 | |||||||
Business acquisition | $ 600 | $ 553 | ||||||
pjmedia website [Member] | ||||||||
Acquisition Date | Mar. 18, 2019 | |||||||
Asset acquisition | $ 100 | $ 100 | ||||||
KTRB-AM, San Francisco, California (Asset Purchase) [Member] | ||||||||
Acquisition Date | Sep. 11, 2018 | |||||||
Asset acquisition | $ 5,349 | |||||||
Hilary Kramer Financial Newsletter (Business Acquisition) [Member] | ||||||||
Acquisition Date | Aug. 9, 2018 | |||||||
Business acquisition | $ 439 | |||||||
Just1Word (Business Acquisition) [Member] | ||||||||
Acquisition Date | Aug. 7, 2018 | |||||||
Business acquisition | $ 312 | |||||||
KZTS-AM (formerly KDXE-AM), Little Rock, Arkansas (asset purchase) [Member] | ||||||||
Acquisition Date | Jul. 25, 2018 | |||||||
Asset acquisition | $ 210 | |||||||
Childrens-Ministry-Deals.com (Business Acquisition) [Member] | ||||||||
Acquisition Date | Jul. 24, 2018 | |||||||
Business acquisition | $ 3,700 | |||||||
KDXE-FM (Formerly KZTS-FM), Little Rock, Arkansas (Business Acquisition) [Member] | ||||||||
Acquisition Date | Jun. 25, 2018 | |||||||
Business acquisition | $ 1,100 | |||||||
HearItFirst.com (Asset Purchase) [Member] | ||||||||
Acquisition Date | Apr. 19, 2018 | |||||||
Asset acquisition | $ 70 |
Recent Transactions - Equity Tr
Recent Transactions - Equity Transactions - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Summary Of Investments Other Than Investments In Related Parties [Abstract] | |||
Business combination acquisition related costs | $ 0.1 | $ 0.2 | $ 0.1 |
Recent Transactions - Summary o
Recent Transactions - Summary of Total Acquisition Consideration (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Business Combination, Consideration Transferred [Abstract] | ||
Cash payments made upon closing | $ 1,285 | $ 10,854 |
Non-cash consideration (asset exchange) | 965 | |
Deferred payments | 150 | |
Present value of estimated fair value of contingent earn-out consideration | 3 | 51 |
Closing costs accrued for asset acquisitions | 125 | |
Total purchase price consideration | $ 2,253 | $ 11,180 |
Recent Transactions - Total Acq
Recent Transactions - Total Acquisition Consideration Allocated (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Assets | ||
Property and equipment | $ 721 | $ 1,086 |
Broadcast licenses | 652 | 6,281 |
FM Translators | 35 | |
Goodwill | 6 | 993 |
Customer lists and contracts | 322 | 1,882 |
Domain and brand names | 99 | 1,252 |
Subscriber base and lists | 471 | 875 |
Non-compete agreements | 10 | 19 |
Other amortizable intangible assets | 334 | |
Net assets acquired | 2,281 | 12,722 |
Liabilities | ||
Contract liabilities, short-term | (28) | (1,542) |
Total purchase price consideration | 2,253 | 11,180 |
Broadcast [Member] | ||
Assets | ||
Property and equipment | 348 | 371 |
Broadcast licenses | 617 | 6,281 |
FM Translators | 35 | |
Goodwill | 7 | |
Net assets acquired | 1,000 | 6,659 |
Liabilities | ||
Total purchase price consideration | 1,000 | 6,659 |
Digital Media [Member] | ||
Assets | ||
Property and equipment | 373 | 715 |
Goodwill | 6 | 986 |
Customer lists and contracts | 322 | 1,882 |
Domain and brand names | 99 | 1,252 |
Subscriber base and lists | 471 | 875 |
Non-compete agreements | 10 | 19 |
Other amortizable intangible assets | 334 | |
Net assets acquired | 1,281 | 6,063 |
Liabilities | ||
Contract liabilities, short-term | (28) | (1,542) |
Total purchase price consideration | $ 1,253 | $ 4,521 |
Recent Transactions - Divestitu
Recent Transactions - Divestitures - Additional Information (Detail) - USD ($) $ in Thousands | Nov. 14, 2019 | Oct. 31, 2019 | Sep. 27, 2019 | Sep. 26, 2019 | Sep. 18, 2019 | Aug. 15, 2019 | Jun. 27, 2019 | May 14, 2019 | Mar. 21, 2019 | Feb. 28, 2019 | Oct. 31, 2018 | Aug. 28, 2018 | Aug. 06, 2018 | Jun. 28, 2018 | Jun. 20, 2018 | May 24, 2018 | Jun. 30, 2018 | Apr. 30, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Oct. 23, 2019 | Mar. 19, 2019 |
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||
Proceeds from sale of Other assets | $ 900 | ||||||||||||||||||||||||
Gain (loss) on disposition of other assets | $ 100 | ||||||||||||||||||||||||
Proceeds from sale of intangible assets | $ 20,741 | $ 9,894 | |||||||||||||||||||||||
Gain (loss) on disposition of intangible assets | $ 200 | ||||||||||||||||||||||||
Pre-tax Gain (Loss) on Sale of land | $ 400 | ||||||||||||||||||||||||
Proceeds from sale of property, plant, and equipment | 800 | ||||||||||||||||||||||||
Agreement to sell assets in cash | $ 1,000 | ||||||||||||||||||||||||
Combination Of Nine Radio Station [Member] | |||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||
Pretax loss on sale of assets | $ 9,400 | ||||||||||||||||||||||||
Adjustments to Pretax Loss on sale of asset | 500 | ||||||||||||||||||||||||
FM Translators [Member] | |||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||
Proceeds from sale of intangible assets | $ 0 | ||||||||||||||||||||||||
Radio Stations [Member] | |||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||
Proceeds from sale of intangible assets | $ 8,700 | $ 200 | $ 8,200 | ||||||||||||||||||||||
Pretax loss on sale of assets | $ (1,300) | (4,700) | (1,500) | $ (9,900) | |||||||||||||||||||||
Cash received upon closing | $ 400 | ||||||||||||||||||||||||
Cash Held In Escrow | $ 7,800 | ||||||||||||||||||||||||
Worl Am [Member] | |||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||
Proceeds from sale of intangible assets | $ 1,600 | ||||||||||||||||||||||||
Pretax loss on sale of assets | 900 | ||||||||||||||||||||||||
Cash received upon closing | $ 800 | ||||||||||||||||||||||||
Disposal group including discontinued operation consideration | $ 100 | $ 100 | |||||||||||||||||||||||
KGBIFM [Member] | |||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||
Proceeds from sale of intangible assets | $ 3,200 | ||||||||||||||||||||||||
Gain (loss) on disposition of assets | $ (2,400) | $ (3,200) | |||||||||||||||||||||||
WQVN-AM [Member] | |||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||
Proceeds from sale of intangible assets | $ 3,500 | ||||||||||||||||||||||||
Gain (loss) on disposition of assets | $ (4,700) | ||||||||||||||||||||||||
WBIX-AM [Member] | |||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||
Proceeds from sale of intangible assets | $ 700 | ||||||||||||||||||||||||
Gain (loss) on disposition of assets | $ (200) | ||||||||||||||||||||||||
Miami Florida [Member] | |||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||
Proceeds from Sale of Land Held-for-use | 900 | ||||||||||||||||||||||||
Lakeside [Member] | |||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||
Proceeds from sale of intangible assets | $ 300 | ||||||||||||||||||||||||
Time Brokerage Agreement [Member] | |||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||
Proceeds from sale of intangible assets | 300 | ||||||||||||||||||||||||
Gain (loss) on disposition of intangible assets | $ (200) | ||||||||||||||||||||||||
Payments to acquire businesses, gross | $ 1,200 | ||||||||||||||||||||||||
Fee for not exercising purchase option | $ 100 | ||||||||||||||||||||||||
Omaha KCRO-AM and KOTK-AM [Member] | |||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||
Proceeds from sale of intangible assets | $ 1,400 | ||||||||||||||||||||||||
Gain (loss) on disposition of assets | $ (100) | $ (1,600) | |||||||||||||||||||||||
Turner Investment Products [Member] | |||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||
Proceeds from sale of intangible assets | $ 0 | ||||||||||||||||||||||||
Gain (loss) on disposition of intangible assets | $ (200) | ||||||||||||||||||||||||
Wspz Am Tower Site [Member] | |||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||
Business Combination, Consideration Transferred | $ 800 | ||||||||||||||||||||||||
Business Gross Estimated Gain Loss On Sale Assets | $ 3,800 | ||||||||||||||||||||||||
Business Combination Expected Additional Loss | $ 32,000 | ||||||||||||||||||||||||
Local Marketing Agreements [Member] | |||||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||||||||||
Agreement Termination Date | Mar. 30, 2018 |
Recent Transactions - Pending T
Recent Transactions - Pending Transactions -Additional Information (Detail) - USD ($) $ in Thousands | Nov. 14, 2019 | Oct. 31, 2019 | Sep. 27, 2019 | Sep. 26, 2019 | Jun. 28, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Jan. 03, 2017 |
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||
Business combination, liabilities arising from contingencies, amount recognized | $ 500 | |||||||||
Agreement to sell business | $ 20,741 | $ 9,894 | ||||||||
Additional Term Of Time Brokerage Agreement | 24 months | |||||||||
Radio Stations [Member] | ||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||
Agreement to sell business | $ 8,700 | $ 200 | $ 8,200 | |||||||
Pretax loss on sale of assets | $ (1,300) | $ (4,700) | $ (1,500) | $ (9,900) |
Recent Transactions - 2018 Acqu
Recent Transactions - 2018 Acquisitions - Digital Media - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 09, 2018 | Aug. 07, 2018 | Jul. 24, 2018 | Apr. 19, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 03, 2017 |
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||
Business combination, liabilities arising from contingencies, amount recognized | $ 500 | |||||||
Goodwill | $ 23,998 | $ 26,789 | $ 26,424 | |||||
Business combination acquisition related costs | $ 100 | $ 200 | $ 100 | |||||
Hilary Kramer Financial Newsletters [Member] | ||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||
Business Combination, Consideration Transferred | $ 2,000 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, deferred subscription liabilities | 1,500 | |||||||
Payments to acquire businesses, gross | 400 | |||||||
Additional contingent earnout consideration paid | 100 | |||||||
Business combination, liabilities arising from contingencies, amount recognized | 40,617 | |||||||
Business combination liabilities arising from contingencies amount recognized discounted present value | 39,360 | |||||||
Goodwill | $ 300 | |||||||
Just1Word [Member] | ||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||
Business acquisition cost of acquired entity cash paid net | $ 300 | |||||||
Business combination, contingent consideration arrangements payment | 100 | |||||||
Business combination, liabilities arising from contingencies, amount recognized | 12,750 | |||||||
Business combination liabilities arising from contingencies amount recognized discounted present value | $ 12,212 | |||||||
Childrens Ministry Dealscom Website [Member] | ||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||
Business Combination, Consideration Transferred | $ 3,700 | |||||||
Payments to acquire businesses, gross | 3,500 | |||||||
Goodwill | 700 | |||||||
Payment up on fulfillments of certain post-closing requirements | $ 200 | |||||||
Business Combination Cash Consideration Description | $0.2 million in cash within twelve months from the closing date provided that the seller meet certain post-closing requirements with regard to intellectual property. | |||||||
HearItFirst.com (Asset Purchase) [Member] | ||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||
Acquisition of domain name and related social media assets | $ 70,000 |
Contingent Earn-Out Considera_2
Contingent Earn-Out Consideration - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
Estimated contingent earn-out | $ 19,000 | $ 55,000 |
Increase (Decrease) in contingent earn-out liabilities | 41,000 | 76,000 |
Cash payments for contingent earn-out consideration | $ 0 | $ 100,000 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) $ in Millions | 12 Months Ended | |
Dec. 31, 2019USD ($)Segments | Dec. 31, 2018Markets | |
Disaggregation of Revenue [Line Items] | ||
Prepaid commission expense | $ | $ 0.6 | |
Number of market locations | Markets | 34 | |
Number of operating segments | Segments | 3 | |
Minimum [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Sale of subscription revenue term | 3 months | |
Maximum [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Sale of subscription revenue term | 2 years |
Revenue Recognition - Significa
Revenue Recognition - Significant Changes in Our Contract Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Change in Contract with Customer, Liability [Abstract] | ||
Short Term, Balance, beginning of period | $ 11,537 | |
Short Term, Revenue recognized during the period that was included in the beginning balance of contract liabilities | (8,156) | |
Short Term, Additional amounts recognized during the period | 19,341 | |
Short Term, Revenue recognized during the period that was recorded during the period | (13,528) | |
Short Term, Transfers | 299 | |
Short Term, Balance, end of period | 9,493 | |
Short Term, Amount refundable | 9,403 | $ 11,410 |
Long-Term, Balance, beginning of period | 1,379 | |
Long-Term, Additional amounts recognized during the period | 664 | |
Long-Term, Transfers | (299) | |
Long-Term, Balance, end of period | 1,744 | |
Long-Term, Amount refundable | $ 1,744 | $ 1,379 |
Revenue Recognition - Revenue,
Revenue Recognition - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation | $ 11,237 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation | $ 9,493 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation | $ 1,006 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation | $ 286 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation | $ 205 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation | $ 121 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation | $ 126 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 year |
Revenue Recognition - Trade and
Revenue Recognition - Trade and Barter Transactions Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue Recognition [Line Items] | ||
Total net revenue | $ 253,898 | $ 262,783 |
Broadcast [Member] | Advertising Barter Transactions [Member] | ||
Revenue Recognition [Line Items] | ||
Total net revenue | 5,625 | 6,702 |
Cost | 5,055 | 6,161 |
Digital Media [Member] | ||
Revenue Recognition [Line Items] | ||
Total net revenue | 39,165 | 42,595 |
Digital Media [Member] | Advertising Barter Transactions [Member] | ||
Revenue Recognition [Line Items] | ||
Total net revenue | 124 | |
Cost | 3 | |
Publishing [Member] | ||
Revenue Recognition [Line Items] | ||
Total net revenue | 21,394 | 21,686 |
Publishing [Member] | Advertising Barter Transactions [Member] | ||
Revenue Recognition [Line Items] | ||
Total net revenue | 63 | 11 |
Cost | $ 20 | $ 20 |
Revenue Recognition - Reconcili
Revenue Recognition - Reconciliation of Revenue from Segments to Consolidated (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | $ 253,898 | $ 262,783 |
Block Programming National [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 48,465 | 49,864 |
Block Programming Local [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 30,502 | 33,274 |
Spot Advertising - National [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 16,352 | 16,333 |
Spot Advertising - Local [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 51,824 | 55,863 |
Infomercials [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 1,409 | 1,824 |
Network [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 19,078 | 19,293 |
Digital Advertising [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 33,441 | 29,996 |
Digital Streaming [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 4,698 | 5,099 |
Digital Downloads and eBooks [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 7,122 | 6,835 |
Subscriptions [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 9,914 | 10,168 |
Book Sales and e-commerce, net of estimated sales returns and allowances [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 12,537 | 14,298 |
Self-Publishing Fees [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 5,474 | 5,609 |
Print Advertising [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 637 | 616 |
Other Revenues [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 12,445 | 13,711 |
Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 251,507 | 260,327 |
Rental Income [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 2,391 | 2,456 |
Broadcast [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 193,339 | 198,502 |
Broadcast [Member] | Block Programming National [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 48,465 | 49,864 |
Broadcast [Member] | Block Programming Local [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 30,502 | 33,274 |
Broadcast [Member] | Spot Advertising - National [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 16,352 | 16,333 |
Broadcast [Member] | Spot Advertising - Local [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 51,824 | 55,863 |
Broadcast [Member] | Infomercials [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 1,409 | 1,824 |
Broadcast [Member] | Network [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 19,078 | 19,293 |
Broadcast [Member] | Digital Advertising [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 12,582 | 7,172 |
Broadcast [Member] | Digital Streaming [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 825 | 752 |
Broadcast [Member] | Subscriptions [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 1,107 | 1,056 |
Broadcast [Member] | Book Sales and e-commerce, net of estimated sales returns and allowances [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 378 | 483 |
Broadcast [Member] | Print Advertising [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 28 | 42 |
Broadcast [Member] | Other Revenues [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 10,789 | 12,546 |
Broadcast [Member] | Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 191,010 | 196,187 |
Broadcast [Member] | Rental Income [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 2,329 | 2,315 |
Digital [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 39,165 | 42,595 |
Digital [Member] | Digital Advertising [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 20,454 | 22,351 |
Digital [Member] | Digital Streaming [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 3,873 | 4,347 |
Digital [Member] | Digital Downloads and eBooks [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 5,694 | 5,354 |
Digital [Member] | Subscriptions [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 8,044 | 8,205 |
Digital [Member] | Book Sales and e-commerce, net of estimated sales returns and allowances [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 480 | 1,949 |
Digital [Member] | Print Advertising [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 0 | |
Digital [Member] | Other Revenues [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 620 | 389 |
Digital [Member] | Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 39,103 | 42,500 |
Digital [Member] | Rental Income [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 62 | 95 |
Publishing [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 21,394 | 21,686 |
Publishing [Member] | Digital Advertising [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 405 | 473 |
Publishing [Member] | Digital Downloads and eBooks [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 1,428 | 1,481 |
Publishing [Member] | Subscriptions [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 763 | 907 |
Publishing [Member] | Book Sales and e-commerce, net of estimated sales returns and allowances [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 11,679 | 11,866 |
Publishing [Member] | Self-Publishing Fees [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 5,474 | 5,609 |
Publishing [Member] | Print Advertising [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 609 | 574 |
Publishing [Member] | Other Revenues [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | 1,036 | 776 |
Publishing [Member] | Transferred at Point in Time [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | $ 21,394 | 21,640 |
Publishing [Member] | Rental Income [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Net | $ 46 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory on Hand by Segment (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory [Line Items] | ||
Reserve for obsolescence | $ (1,271) | $ (994) |
Inventories, net | 717 | 677 |
Regnery Publishing [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | 1,988 | 1,317 |
Reserve for obsolescence | (1,271) | (930) |
Inventories, net | $ 717 | 387 |
Newport Natural Health Wellness products [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | 354 | |
Reserve for obsolescence | (64) | |
Inventories, net | $ 290 |
Property and Equipment - Summar
Property and Equipment - Summary of Categories of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $ 260,795 | $ 267,100 |
Less accumulated depreciation | (173,122) | (170,756) |
Property, Plant and Equipment, Net, Total | 87,673 | 96,344 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 30,936 | 31,822 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 30,283 | 30,104 |
Office Furnishings and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 36,855 | 36,756 |
Antennae, Towers and Transmitting Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 78,312 | 85,998 |
Studio, Production and Mobile Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 30,164 | 29,040 |
Computer Software and Website Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 29,595 | 27,603 |
Record and Tape Libraries [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 17 | 17 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 1,509 | 1,570 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 18,834 | 19,357 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $ 4,290 | $ 4,833 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 11.3 | $ 12 |
Operating and Finance Lease R_3
Operating and Finance Lease Right-of-Use Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Jan. 01, 2019 | |
Operating lease ROU assets | $ 54,550 | $ 65,000 |
Operating lease liabilities | $ 62,535 | $ 74,400 |
Operating lease, existence of option to extend | true | |
Operating lease, option to extend | Many of these leases contain options under which we can extend the term for five to twenty years. | |
Finance lease, existence of option to extend | true | |
Finance lease, option to extend | Many of these leases contain options under which we can extend the term for five to twenty years. | |
Minimum [Member] | ||
Operating lease, remaining lease term | 1 year | |
Operating lease, extension term | 5 years | |
Finance lease, extension term | 5 years | |
Maximum [Member] | ||
Operating lease, remaining lease term | 20 years | |
Operating lease, extension term | 20 years | |
Finance lease, extension term | 20 years | |
Accounting Standards Update 2016-02 [Member] | ||
Operating lease ROU assets | $ 1,900 | |
Operating lease liabilities | $ 1,900 |
Operating and Finance Lease R_4
Operating and Finance Lease Right-of-Use Assets - Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 |
Lessee, Lease, Description [Line Items] | ||
Operating leases ROU assets | $ 54,550 | $ 65,000 |
Operating lease liabilities (current) | 8,485 | |
Operating lease liabilities (non-current) | 54,050 | |
Total operating lease liabilities | $ 62,535 | $ 74,400 |
Weighted Average Remaining Lease Term, Operating leases | 8 years 7 months 6 days | |
Weighted Average Remaining Lease Term, Finance leases | 3 years 4 months 24 days | |
Weighted Average Discount Rate, Operating leases | 8.21% | |
Weighted Average Discount Rate, Finance leases | 4.61% | |
Related Party Lease [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating leases ROU assets | $ 7,964 | |
Operating lease liabilities (current) | 971 | |
Operating lease liabilities (non-current) | 7,210 | |
Total operating lease liabilities | 8,181 | |
Other Operating Leases [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating leases ROU assets | 46,586 | |
Operating lease liabilities (current) | 7,514 | |
Operating lease liabilities (non-current) | 46,840 | |
Total operating lease liabilities | $ 54,354 |
Operating and Finance Lease R_5
Operating and Finance Lease Right-of-Use Assets - Components of Lease Expense (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Amortization of finance lease ROU Assets | $ 96 |
Interest on finance lease liabilities | 9 |
Finance lease expense | 105 |
Operating lease expense | 13,845 |
Variable lease expense | 922 |
Short-term lease expense | 822 |
Total lease expense | $ 15,694 |
Operating and Finance Lease R_6
Operating and Finance Lease Right-of-Use Assets - Schedule of Impact to Financial Statements of the Adoption of ASU 842 (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 14,279 | |
Operating cash flows from finance leases | 8 | |
Financing cash flows from finance leases | 83 | |
Leased assets obtained in exchange for new operating lease liabilities | 1,882 | |
Leased assets obtained in exchange for new finance lease liabilities | $ 24 | $ 154 |
Operating and Finance Lease R_7
Operating and Finance Lease Right-of-Use Assets - Summary of Future Lease Payments (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Lessee, Lease, Description [Line Items] | |||
Operating Leases, 2020 | $ 14,238 | ||
Operating Leases, 2021 | 13,100 | ||
Operating Leases, 2022 | 11,548 | ||
Operating Leases, 2023 | 10,027 | ||
Operating Leases, 2024 | 7,512 | ||
Operating Leases, Thereafter | 35,960 | ||
Undiscounted Cash Flows | 92,385 | ||
Less: imputed interest | (29,850) | ||
Reconciliation to lease liabilities: | |||
Lease liabilities - current | 8,485 | ||
Lease liabilities - long-term | 54,050 | ||
Total operating lease liabilities | 62,535 | $ 74,400 | |
Finance Leases, 2020 | 75 | ||
Finance Leases, 2021 | 55 | ||
Finance Leases, 2022 | 46 | ||
Finance Leases, 2023 | 25 | ||
Finance Leases, 2024 | 7 | ||
Finance Leases, Undiscounted Cash Flows | 208 | ||
Less: Finance Leases, imputed interest | (15) | ||
Finance Leases, Reconciliation to lease liabilities: | |||
Finance Leases, Lease liabilities - current | 69 | $ 58 | |
Finance Leases, Lease liabilities - long-term | 124 | 105 | |
Total Finance Lease Liabilities | 193 | ||
Contractual Obligations, 2020 | 14,313 | 13,421 | |
Contractual Obligations, 2021 | 13,155 | 13,394 | |
Contractual Obligations, 2022 | 11,594 | 12,394 | |
Contractual Obligations, 2023 | 10,052 | 11,247 | |
Contractual Obligations, 2024 | 7,519 | 9,826 | |
Contractual Obligations, Thereafter | 35,960 | 61,473 | |
Contractual Obligations, Undiscounted Cash Flows | 92,593 | $ 121,755 | |
Less: Contractual Obligations, imputed interest | (29,865) | ||
Contractual Obligations, Reconciliation to lease liabilities: | |||
Contractual Obligations, Lease liabilities - current | 8,554 | ||
Contractual Obligations, Lease liabilities - long-term | 54,174 | ||
Total Contractual Obligations, Lease Liabilities | 62,728 | ||
Related Party Lease [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating Leases, 2020 | 1,601 | ||
Operating Leases, 2021 | 1,619 | ||
Operating Leases, 2022 | 1,613 | ||
Operating Leases, 2023 | 1,169 | ||
Operating Leases, 2024 | 1,015 | ||
Operating Leases, Thereafter | 5,097 | ||
Undiscounted Cash Flows | 12,114 | ||
Less: imputed interest | (3,933) | ||
Reconciliation to lease liabilities: | |||
Lease liabilities - current | 971 | ||
Lease liabilities - long-term | 7,210 | ||
Total operating lease liabilities | 8,181 | ||
Other Operating Leases [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating Leases, 2020 | 12,637 | ||
Operating Leases, 2021 | 11,481 | ||
Operating Leases, 2022 | 9,935 | ||
Operating Leases, 2023 | 8,858 | ||
Operating Leases, 2024 | 6,497 | ||
Operating Leases, Thereafter | 30,863 | ||
Undiscounted Cash Flows | 80,271 | ||
Less: imputed interest | (25,917) | ||
Reconciliation to lease liabilities: | |||
Lease liabilities - current | 7,514 | ||
Lease liabilities - long-term | 46,840 | ||
Total operating lease liabilities | $ 54,354 |
Operating and Finance Lease R_8
Operating and Finance Lease Right-of-Use Assets - Summary of Future Minimum Lease Payments Based on Former Accounting Guidance (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Lessee, Lease, Description [Line Items] | ||
Operating Leases Future Minimum Payments Due, 2019 | $ 13,363 | |
Operating Leases Future Minimum Payments Due, 2020 | 13,355 | |
Operating Leases Future Minimum Payments Due, 2021 | 12,363 | |
Operating Leases Future Minimum Payments Due, 2022 | 11,220 | |
Operating Leases Future Minimum Payments Due, 2023 | 9,818 | |
Operating Leases Future Minimum Payments Due, Thereafter | 61,473 | |
Total Operating Leases Future Minimum Payments Due, | 121,592 | |
Finance Leases, 2019 | 58 | |
Finance Leases, 2020 | 39 | |
Finance Leases, 2021 | 31 | |
Finance Leases, 2022 | 27 | |
Finance Leases, 2023 | 8 | |
Total Finance Leases Future Minimum Payments Due | 163 | |
Contractual Obligation Due, 2019 | $ 14,313 | 13,421 |
Contractual Obligation Due, 2020 | 13,155 | 13,394 |
Contractual Obligation Due, 2021 | 11,594 | 12,394 |
Contractual Obligation Due, 2022 | 10,052 | 11,247 |
Contractual Obligation Due, 2023 | 7,519 | 9,826 |
Contractual Obligation Due, Thereafter | 35,960 | 61,473 |
Contractual Obligations, Undiscounted Cash Flows | $ 92,593 | 121,755 |
Related Party Lease [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating Leases Future Minimum Payments Due, 2019 | 1,730 | |
Operating Leases Future Minimum Payments Due, 2020 | 1,763 | |
Operating Leases Future Minimum Payments Due, 2021 | 1,767 | |
Operating Leases Future Minimum Payments Due, 2022 | 1,730 | |
Operating Leases Future Minimum Payments Due, 2023 | 1,234 | |
Operating Leases Future Minimum Payments Due, Thereafter | 13,364 | |
Total Operating Leases Future Minimum Payments Due, | 21,588 | |
Other Operating Leases [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating Leases Future Minimum Payments Due, 2019 | 11,633 | |
Operating Leases Future Minimum Payments Due, 2020 | 11,592 | |
Operating Leases Future Minimum Payments Due, 2021 | 10,596 | |
Operating Leases Future Minimum Payments Due, 2022 | 9,490 | |
Operating Leases Future Minimum Payments Due, 2023 | 8,584 | |
Operating Leases Future Minimum Payments Due, Thereafter | 48,109 | |
Total Operating Leases Future Minimum Payments Due, | $ 100,004 |
Broadcast Licenses - Additional
Broadcast Licenses - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Indefinite-lived Intangible Assets [Line Items] | |||
Impairment charge | $ 2,925 | $ 2,870 | |
Broadcast Licenses [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
License renewable term | 8 years | ||
Percentage of fair value over carrying value benchmark for qualitative impairment analysis | 25.00% | ||
Impairment charge | $ 1,900 | $ 1,000 | |
Licensing Agreements [Member] | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Weighted Average Period before Next Renewal or Extension | 1 year 10 months 24 days |
Broadcast Licenses - Schedule o
Broadcast Licenses - Schedule of Changes in Broadcasting Licenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Balance, beginning of period before cumulative loss on impairment | $ 484,691 | $ 486,455 |
Accumulated loss on impairment, Beginning Balance | (108,375) | (105,541) |
Balance, beginning of period after cumulative loss on impairment | 376,316 | 380,914 |
Abandoned capital projects | (40) | |
Impairments based on the estimated fair value of broadcast licenses | (2,908) | (2,834) |
Balance, end of period before cumulative loss on impairment | 441,143 | 484,691 |
Accumulated loss on impairment, Ending Balance | (103,285) | (108,375) |
Balance, end of period after cumulative loss on impairment | 337,858 | 376,316 |
Radio Stations [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Acquisitions of FM translators and construction permits | 617 | 6,270 |
Disposition of radio stations | (36,502) | (8,013) |
FM Translators [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Acquisitions of FM translators and construction permits | 35 | $ 19 |
Capital Projects [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Acquisitions of FM translators and construction permits | $ 300 |
Broadcast Licenses - Carrying V
Broadcast Licenses - Carrying Value and Fair Value of Broadcast Licenses (Detail) - Broadcast Licenses [Member] $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 30, 2019USD ($)Accounting | Dec. 31, 2019USD ($)Accounting | |
Less than or equal to 25% [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Number Of Business Reporting Units For Market Based Services | Accounting | 7 | 10 |
Excess Of Estimated Undiscounted Cash Flows Over Carrying Value | $ | $ 101,948 | $ 138,730 |
>26%-50% [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Number Of Business Reporting Units For Market Based Services | Accounting | 5 | |
Excess Of Estimated Undiscounted Cash Flows Over Carrying Value | $ | $ 76,364 | |
>26%-50% [Member] | Station Operating Income [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Number Of Business Reporting Units For Market Based Services | Accounting | 1 | |
Excess Of Estimated Undiscounted Cash Flows Over Carrying Value | $ | $ 9,333 | |
>51% to 75% [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Number Of Business Reporting Units For Market Based Services | Accounting | 2 | |
Excess Of Estimated Undiscounted Cash Flows Over Carrying Value | $ | $ 8,150 | |
>51% to 75% [Member] | Station Operating Income [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Number Of Business Reporting Units For Market Based Services | Accounting | 4 | |
Excess Of Estimated Undiscounted Cash Flows Over Carrying Value | $ | $ 37,945 | |
> than 76% [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Number Of Business Reporting Units For Market Based Services | Accounting | 8 | |
Excess Of Estimated Undiscounted Cash Flows Over Carrying Value | $ | $ 63,869 | |
> than 76% [Member] | Station Operating Income [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Number Of Business Reporting Units For Market Based Services | Accounting | 1 | |
Excess Of Estimated Undiscounted Cash Flows Over Carrying Value | $ | $ 4,281 |
Broadcast Licenses - Fair Value
Broadcast Licenses - Fair Value Measurement Inputs and Valuation Techniques for Broadcast Licenses (Detail) - Broadcast Licenses [Member] | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Measurement Input, Risk-adjusted Discount Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Intangible asset measurement input percentage | 0.090 | 0.090 | 0.090 |
Minimum [Member] | Measurement Input, Operating Profit Margin [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Intangible asset measurement input percentage | 0.040 | 0.043 | 0.044 |
Minimum [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Intangible asset measurement input percentage | 0.007 | 0.007 | 0.005 |
Maximum [Member] | Measurement Input, Operating Profit Margin [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Intangible asset measurement input percentage | 0.338 | 0.307 | 0.345 |
Maximum [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Intangible asset measurement input percentage | 0.011 | 0.011 | 0.012 |
Broadcast Licenses - Results of
Broadcast Licenses - Results of Impairment Testing of Broadcast Licenses Under Income Approach (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Atlanta GA [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 73.70% |
Boston MA [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 31.40% |
Chicago IL [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 11.20% |
Cleveland OH [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 1.20% |
Col Springs, CO [Memeber] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 43.80% |
Columbus OH [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 40.70% |
Little Rock [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 40.60% |
Louisville KY [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 6.40% |
Miami FL [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 1071.70% |
Minneapolis MN [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 125.10% |
Orlando FL [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 62.10% |
Philadelphia PA [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 15.21% |
Portland OR [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 6.10% |
Sacramento CA [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 12.20% |
San Francisco Ca [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 28.40% |
Tampa FL [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | (12.50%) |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Line Items] | ||
Balance before cumulative loss on impairment, beginning of period | $ 28,818 | $ 28,453 |
Accumulated loss on impairment, beginning of period | (2,029) | (2,029) |
Balance after cumulative loss on impairment, beginning of period | 26,789 | 26,424 |
Impairments based on the estimated fair value goodwill | (2,427) | |
Balance before cumulative loss on impairment, end of period | 28,454 | 28,818 |
Accumulated loss on impairment, end of period | (4,456) | (2,029) |
Balance after cumulative loss on impairment, end of period | 23,998 | 26,789 |
Radio Stations [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 7 | |
Goodwill, Written off Related to Sale of Business Unit | (29) | (628) |
Digital Media [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 6 | $ 986 |
Goodwill, Written off Related to Sale of Business Unit | $ (341) |
Goodwill - Fair Value Measureme
Goodwill - Fair Value Measurement Inputs and Valuation Techniques For Goodwill (Detail) | Dec. 31, 2019 | Dec. 31, 2018 |
Measurement Input Risk Adjusted Discount Rate [Member] | Digital [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | 1,000 | 1,000 |
Measurement Input Risk Adjusted Discount Rate [Member] | Publishing [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | 1,000 | 1,000 |
Measurement Input Risk Adjusted Discount Rate [Member] | Radio Clusters [Member] | Broadcast Networks Enterprise Valuations [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | 900 | 900 |
Measurement Input, Long-term Revenue Growth Rate [Member] | Digital [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | 100 | |
Measurement Input, Long-term Revenue Growth Rate [Member] | Publishing [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | 50 | 100 |
Minimum [Member] | Measurement Input Operating Profit Margin [Member] | Digital [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | 370 | 850 |
Minimum [Member] | Measurement Input Operating Profit Margin [Member] | Publishing [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | 150 | 400 |
Minimum [Member] | Measurement Input Operating Profit Margin [Member] | Radio Clusters [Member] | Broadcast Networks Enterprise Valuations [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | 3,110 | 410 |
Minimum [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | Digital [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | 50 | |
Minimum [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | Radio Clusters [Member] | Broadcast Networks Enterprise Valuations [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | 70 | 50 |
Maximum [Member] | Measurement Input Operating Profit Margin [Member] | Digital [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | 2,880 | 1,720 |
Maximum [Member] | Measurement Input Operating Profit Margin [Member] | Publishing [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | 390 | 500 |
Maximum [Member] | Measurement Input Operating Profit Margin [Member] | Radio Clusters [Member] | Broadcast Networks Enterprise Valuations [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | 3,870 | 4,510 |
Maximum [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | Digital [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | 100 | |
Maximum [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | Radio Clusters [Member] | Broadcast Networks Enterprise Valuations [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | 90 | 110 |
Goodwill - Carrying Value and F
Goodwill - Carrying Value and Fair Value of Goodwill (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)Accounting | |
Less Than 10% [Member] | Digital Media [Member] | |
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | |
Number of accounting units | Accounting | 1 |
Carrying value including goodwill | $ | $ 3,253 |
Greater Than 21% to 50% [Member] | Radio Clusters [Member] | |
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | |
Number of accounting units | Accounting | 2 |
Carrying value including goodwill | $ | $ 62,480 |
Greater Than 51% [Member] | Radio Clusters [Member] | |
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | |
Number of accounting units | Accounting | 1 |
Carrying value including goodwill | $ | $ 2,021 |
Greater Than 51% [Member] | Digital Media [Member] | |
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | |
Number of accounting units | Accounting | 1 |
Carrying value including goodwill | $ | $ 25,671 |
Greater Than 51% [Member] | Publishing [Member] | |
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | |
Number of accounting units | Accounting | 1 |
Carrying value including goodwill | $ | $ 686 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Impairment of goodwill | $ 2,427 |
Digital Media [Member] | |
Impairment of goodwill | 2,100 |
Publishing [Member] | |
Impairment of goodwill | $ 300 |
Goodwill [Member] | |
Percentage Increase Decrease In Fair Value Of Goodwill | 25.00% |
Other Indefinite-Lived Intang_3
Other Indefinite-Lived Intangible Assets - Fair Value Measurement Inputs and Valuation Techniques For Mastheads (Detail) - Mastheads [Member] | Dec. 31, 2019 | Dec. 31, 2018 |
Measurement Input, Risk-adjusted Discount Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | 0.100 | 0.100 |
Measurement Input, Long-term Revenue Growth Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | 0.030 | 0.030 |
Minimum [Member] | Measurement Input, Operating Profit Margin [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | (0.040) | (0.040) |
Maximum [Member] | Measurement Input, Operating Profit Margin [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | (0.010) | (0.010) |
Other Indefinite-Lived Intang_4
Other Indefinite-Lived Intangible Assets - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill And Other Intangible Assets [Line Items] | ||
Impairment of intangible assets, indefinite-lived (excluding goodwill) | $ 2,925,000 | $ 2,870,000 |
Goodwill and Mastheads [Member] | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Impairment of intangible assets, indefinite-lived (excluding goodwill) | $ 17,300 |
Amortizable Intangible Assets -
Amortizable Intangible Assets - Summary of Significant Classes of Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 62,717 | $ 64,444 |
Accumulated Amortization | (55,617) | (53,180) |
Net | 7,100 | 11,264 |
Customer Lists and Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 23,833 | 24,673 |
Accumulated Amortization | (21,823) | (21,798) |
Net | 2,010 | 2,875 |
Domain and Brand Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 20,332 | 21,358 |
Accumulated Amortization | (17,727) | (16,758) |
Net | 2,605 | 4,600 |
Favorable and Assigned Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,188 | 2,256 |
Accumulated Amortization | (1,920) | (1,953) |
Net | 268 | 303 |
Subscriber Base and Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 9,886 | 9,672 |
Accumulated Amortization | (8,251) | (7,198) |
Net | 1,635 | 2,474 |
Author Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,771 | 2,771 |
Accumulated Amortization | (2,609) | (2,454) |
Net | 162 | 317 |
Non-Compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,041 | 2,048 |
Accumulated Amortization | (1,798) | (1,641) |
Net | 243 | 407 |
Other Amortizable Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,666 | 1,666 |
Accumulated Amortization | (1,489) | (1,378) |
Net | $ 177 | $ 288 |
Amortizable Intangible Assets_2
Amortizable Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 4.6 | $ 6.2 |
Amortizable Intangible Assets_3
Amortizable Intangible Assets - Amortizable Intangible Assets, Estimate Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 3,265 | |
2021 | 1,782 | |
2022 | 1,146 | |
2023 | 627 | |
2024 | 78 | |
Thereafter | 202 | |
Net | $ 7,100 | $ 11,264 |
Long-Term Debt - 6.75% Senior S
Long-Term Debt - 6.75% Senior Secured Notes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | May 19, 2017 | |
Debt Instrument [Line Items] | |||
Interest payable, current | $ 1,262 | $ 1,375 | |
Debt related commitment fees and debt issuance costs | $ 6,300 | ||
Debt Instrument Redemption Period Two [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption, percentage of aggregate principal amount | 35.00% | 35.00% | |
Debt instrument, redemption price, percentage of principal amount redeemed | 106.75% | ||
Debt Instrument Redemption Period Three [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption, percentage of aggregate principal amount | 10.00% | 106.75% | |
Debt instrument, redemption price, percentage of principal amount redeemed | 103.00% | ||
Debt Instrument Redemption Period One [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, redemption, percentage of aggregate principal amount | 100.00% | ||
Debt instrument, redemption price, percentage of principal amount redeemed | 100.00% | ||
6.75% Senior Secured Notes [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate, stated percentage | 6.75% | 6.75% | |
Debt instrument, debt default, description of violation or event of default | The Indenture provides for the following events of default (each, an “Event of Default”): (i) default in payment of principal or premium on the Notes at maturity, upon repurchase, acceleration, optional redemption or otherwise; (ii) default for 30 days in payment of interest on the Notes; (iii) the failure by us or certain restricted subsidiaries to comply with other agreements in the Indenture or the Notes, in certain cases subject to notice and lapse of time; (iv) the failure of any guarantee by certain significant Subsidiary Guarantors to be in full force and effect and enforceable in accordance with its terms, subject to notice and lapse of time; (v) certain accelerations (including failure to pay within any grace period) of other indebtedness of ours or any restricted subsidiary if the amount accelerated (or so unpaid) is at least $15 million; (vi) certain judgments for the payment of money in excess of $15 million; (vii) certain events of bankruptcy or insolvency with respect to us or any significant subsidiary; and (vii) certain defaults with respect to any collateral having a fair market value in excess of $15 million. | ||
Debt instrument debt default percentage | 25.00% | ||
Interest expense, debt | $ 14,800 | ||
Interest payable, current | 1,200 | ||
Debt related commitment fees and debt issuance costs | $ 900 | $ 900 |
Long - term Debt - Summary of R
Long - term Debt - Summary of Repurchase of Senior Secured Note (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Principal Repurchased | $ 18,700 | $ 16,400 |
Cash Paid | 16,800 | 15,400 |
Net Gain | 1,700 | $ 600 |
Senior Secured Note [Member] | ||
Debt Instrument [Line Items] | ||
Principal Repurchased | 35,164 | |
Cash Paid | 32,194 | |
Bond Issue Costs | 652 | |
Net Gain | $ 2,318 | |
Senior Secured Note [Member] | Senior Secured Note Period One [Member] | ||
Debt Instrument [Line Items] | ||
Repurchase date | Dec. 27, 2019 | |
Principal Repurchased | $ 3,090 | |
Cash Paid | $ 2,874 | |
Percent face value | 93.00% | |
Bond Issue Costs | $ 48 | |
Net Gain | $ 167 | |
Senior Secured Note [Member] | Senior Secured Note Period Two [Member] | ||
Debt Instrument [Line Items] | ||
Repurchase date | Nov. 27, 2019 | |
Principal Repurchased | $ 5,183 | |
Cash Paid | $ 4,548 | |
Percent face value | 87.75% | |
Bond Issue Costs | $ 82 | |
Net Gain | $ 553 | |
Senior Secured Note [Member] | Senior Secured Note Period Three [Member] | ||
Debt Instrument [Line Items] | ||
Repurchase date | Nov. 15, 2019 | |
Principal Repurchased | $ 3,791 | |
Cash Paid | $ 3,206 | |
Percent face value | 84.58% | |
Bond Issue Costs | $ 61 | |
Net Gain | $ 524 | |
Senior Secured Note [Member] | Senior Secured Note Period Four [Member] | ||
Debt Instrument [Line Items] | ||
Repurchase date | Mar. 28, 2019 | |
Principal Repurchased | $ 2,000 | |
Cash Paid | $ 1,830 | |
Percent face value | 91.50% | |
Bond Issue Costs | $ 37 | |
Net Gain | $ 134 | |
Senior Secured Note [Member] | Senior Secured Note Period Five [Member] | ||
Debt Instrument [Line Items] | ||
Repurchase date | Mar. 28, 2019 | |
Principal Repurchased | $ 2,300 | |
Cash Paid | $ 2,125 | |
Percent face value | 92.38% | |
Bond Issue Costs | $ 42 | |
Net Gain | $ 133 | |
Senior Secured Note [Member] | Senior Secured Note Period Six [Member] | ||
Debt Instrument [Line Items] | ||
Repurchase date | Feb. 20, 2019 | |
Principal Repurchased | $ 125 | |
Cash Paid | $ 114 | |
Percent face value | 91.25% | |
Bond Issue Costs | $ 2 | |
Net Gain | $ 9 | |
Senior Secured Note [Member] | Senior Secured Note Period Seven [Member] | ||
Debt Instrument [Line Items] | ||
Repurchase date | Feb. 19, 2019 | |
Principal Repurchased | $ 350 | |
Cash Paid | $ 319 | |
Percent face value | 91.25% | |
Bond Issue Costs | $ 7 | |
Net Gain | $ 24 | |
Senior Secured Note [Member] | Senior Secured Note Period Eight [Member] | ||
Debt Instrument [Line Items] | ||
Repurchase date | Feb. 12, 2019 | |
Principal Repurchased | $ 1,325 | |
Cash Paid | $ 1,209 | |
Percent face value | 91.25% | |
Bond Issue Costs | $ 25 | |
Net Gain | $ 91 | |
Senior Secured Note [Member] | Senior Secured Note Period Nine [Member] | ||
Debt Instrument [Line Items] | ||
Repurchase date | Jan. 10, 2019 | |
Principal Repurchased | $ 570 | |
Cash Paid | $ 526 | |
Percent face value | 92.25% | |
Bond Issue Costs | $ 9 | |
Net Gain | $ 35 | |
Senior Secured Note [Member] | Senior Secured Note Period Ten [Member] | ||
Debt Instrument [Line Items] | ||
Repurchase date | Dec. 21, 2018 | |
Principal Repurchased | $ 2,000 | |
Cash Paid | $ 1,835 | |
Percent face value | 91.75% | |
Bond Issue Costs | $ 38 | |
Net Gain | $ 127 | |
Senior Secured Note [Member] | Senior Secured Note Period Eleven [Member] | ||
Debt Instrument [Line Items] | ||
Repurchase date | Dec. 21, 2018 | |
Principal Repurchased | $ 1,850 | |
Cash Paid | $ 1,702 | |
Percent face value | 92.00% | |
Bond Issue Costs | $ 35 | |
Net Gain | $ 113 | |
Senior Secured Note [Member] | Senior Secured Note Period Twelve [Member] | ||
Debt Instrument [Line Items] | ||
Repurchase date | Dec. 21, 2018 | |
Principal Repurchased | $ 1,080 | |
Cash Paid | $ 999 | |
Percent face value | 92.50% | |
Bond Issue Costs | $ 21 | |
Net Gain | $ 60 | |
Senior Secured Note [Member] | Senior Secured Note Period Thirteen [Member] | ||
Debt Instrument [Line Items] | ||
Repurchase date | Nov. 17, 2018 | |
Principal Repurchased | $ 1,500 | |
Cash Paid | $ 1,357 | |
Percent face value | 90.50% | |
Bond Issue Costs | $ 29 | |
Net Gain | $ 114 | |
Senior Secured Note [Member] | Senior Secured Note Period Fourteen [Member] | ||
Debt Instrument [Line Items] | ||
Repurchase date | May 4, 2018 | |
Principal Repurchased | $ 4,000 | |
Cash Paid | $ 3,770 | |
Percent face value | 94.25% | |
Bond Issue Costs | $ 86 | |
Net Gain | $ 144 | |
Senior Secured Note [Member] | Senior Secured Note Period Fifteen [Member] | ||
Debt Instrument [Line Items] | ||
Repurchase date | Apr. 10, 2018 | |
Principal Repurchased | $ 4,000 | |
Cash Paid | $ 3,850 | |
Percent face value | 96.25% | |
Bond Issue Costs | $ 87 | |
Net Gain | $ 63 | |
Senior Secured Note [Member] | Senior Secured Note Period Sixteen [Member] | ||
Debt Instrument [Line Items] | ||
Repurchase date | Apr. 9, 2018 | |
Principal Repurchased | $ 2,000 | |
Cash Paid | $ 1,930 | |
Percent face value | 96.50% | |
Bond Issue Costs | $ 43 | |
Net Gain | $ 27 |
Long-Term Debt - Asset-Based Re
Long-Term Debt - Asset-Based Revolving Credit Facility - Additional Information (Detail) - USD ($) | May 19, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Debt instrument, debt default, description of violation or event of default | $ 219,800,000 | ||
Amortization of financing costs | 1,060,000 | $ 1,114,000 | |
Debt related commitment fees and debt issuance costs | $ 6,300,000 | ||
Asset-Based Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, debt default, description of violation or event of default | $ 30,000,000 | ||
Fixed charge coverage ratio | 100.00% | ||
Debt instrument, debt default, description of violation or event of default | The Credit Agreement provides for the following events of default: (i) default for non-payment of any principal or letter of credit reimbursement when due or any interest, fees or other amounts within five days of the due date; (ii) the failure by any borrower or any subsidiary to comply with any covenant or agreement contained in the Credit Agreement or any other loan document, in certain cases subject to applicable notice and lapse of time; (iii) any representation or warranty made pursuant to the Credit Agreement or any other loan document is incorrect in any material respect when made; (iv) certain defaults of other indebtedness of any borrower or any subsidiary of indebtedness of at least $10 million; (v) certain events of bankruptcy or insolvency with respect to any borrower or any subsidiary; (vi) certain judgments for the payment of money of $10 million or more; (vii) a change of control; and (viii) certain defaults relating to the loss of FCC licenses, cessation of broadcasting and termination of material station contracts. | ||
Aggregate indebtedness | $ 10,000,000 | ||
Amortization of financing costs | $ 800,000 | ||
Debt instrument blended interest rate | 3.98% | ||
Asset-Based Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, debt default, description of violation or event of default | $ 12,400,000 | ||
Debt instrument, interest rate, increase (decrease) | 2.00% | ||
Maturity date | May 19, 2022 | ||
Line of credit facility, covenant terms | The Credit Agreement includes a springing fixed charge coverage ratio of 1.0 to 1.0, which is tested during the period commencing on the last day of the fiscal month most recently ended prior to the date on which Availability (as defined in the Credit Agreement) is less than the greater of 15% of the Maximum Revolver Amount (as defined in the Credit Agreement) and $4.5 million and continuing for a period of 60 consecutive days after the first day on which Availability exceeds such threshold amount. | ||
ABL Borrowings descriptions | 85% of the eligible accounts receivable plus (b) a calculated amount based on the value of certain real property. | ||
Debt instrument current borrowing capacity | $ 26,400,000 | ||
Asset-Based Revolving Credit Facility [Member] | Letter of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, debt default, description of violation or event of default | $ 5,000,000 | ||
Asset-Based Revolving Credit Facility [Member] | Swingline Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, debt default, description of violation or event of default | $ 7,500,000 | ||
Abl Facility [Member] | Asset-Based Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt related commitment fees and debt issuance costs | $ 200,000 | $ 200,000 | |
Minimum [Member] | Asset-Based Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | 0.25% | |
Minimum [Member] | Asset-Based Revolving Credit Facility [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.50% | 0.50% | |
Minimum [Member] | Asset-Based Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.50% | 1.50% | |
Maximum [Member] | Asset-Based Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility, unused capacity, commitment fee percentage | 0.375% | 0.375% | |
Maximum [Member] | Asset-Based Revolving Credit Facility [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.00% | 1.00% | |
Maximum [Member] | Asset-Based Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 2.00% | 2.00% |
Long-Term Debt - Long-Term Debt
Long-Term Debt - Long-Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Long-term debt less unamortized debt issuance costs | $ 228,894 | $ 253,690 |
Less current portion | 12,426 | 19,660 |
Long-term Debt | 216,468 | 234,030 |
Asset-Based Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Less current portion | 12,426 | 19,660 |
6.75% Senior Secured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt and capital lease obligations current and noncurrent | 219,836 | 238,570 |
Less unamortized debt issuance costs based on imputed interest rate of 7.08% | (3,368) | (4,540) |
Long-term Debt | $ 216,468 | $ 234,030 |
Long-Term Debt - Long-Term De_2
Long-Term Debt - Long-Term Debt (Parenthetical) (Detail) | Dec. 31, 2019 |
6.75% Senior Secured Notes [Member] | Debt Issuance Costs [Member] | |
Debt Instrument [Line Items] | |
Imputed interest rate percentage | 7.08% |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-term Debt Obligations - Additional Information (Detail) - USD ($) | May 19, 2017 | Dec. 31, 2019 |
Shares Issued And Outstanding [Line Items] | ||
Debt instrument, face amount | $ 219,800,000 | |
Asset-Based Revolving Credit Facility [Member] | ||
Shares Issued And Outstanding [Line Items] | ||
Debt instrument, face amount | $ 12,400,000 | |
Minimum [Member] | Asset-Based Revolving Credit Facility [Member] | Base Rate [Member] | ||
Shares Issued And Outstanding [Line Items] | ||
Debt instrument, basis spread on variable rate | 0.50% | 0.50% |
Minimum [Member] | Asset-Based Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Shares Issued And Outstanding [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.50% | 1.50% |
Maximum [Member] | Asset-Based Revolving Credit Facility [Member] | Base Rate [Member] | ||
Shares Issued And Outstanding [Line Items] | ||
Debt instrument, basis spread on variable rate | 1.00% | 1.00% |
Maximum [Member] | Asset-Based Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Shares Issued And Outstanding [Line Items] | ||
Debt instrument, basis spread on variable rate | 2.00% | 2.00% |
Asset-Based Revolving Credit Facility [Member] | ||
Shares Issued And Outstanding [Line Items] | ||
Debt instrument, face amount | $ 30,000,000 | |
Asset-Based Revolving Credit Facility [Member] | Minimum [Member] | ||
Shares Issued And Outstanding [Line Items] | ||
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | 0.25% |
Asset-Based Revolving Credit Facility [Member] | Maximum [Member] | ||
Shares Issued And Outstanding [Line Items] | ||
Line of credit facility, unused capacity, commitment fee percentage | 0.375% | 0.375% |
6.75% Senior Secured Notes [Member] | ||
Shares Issued And Outstanding [Line Items] | ||
Debt instrument, face amount | $ 255,000,000 | |
Debt instrument, interest rate, stated percentage | 6.75% | 6.75% |
Long-Term Debt - Principle Repa
Long-Term Debt - Principle Repayment Requirements Under Long Term Agreements Outstanding (Detail) $ in Thousands | Dec. 31, 2019USD ($) |
Maturities of Long-term Debt [Abstract] | |
2020 | $ 12,426 |
2024 | 219,836 |
Total | $ 232,262 |
Fair Value Measurements and D_3
Fair Value Measurements and Disclosures - Additional Information (Detail) | Dec. 31, 2019USD ($) |
Fair Value Disclosures [Abstract] | |
Carrying value of notes | $ 219,800,000 |
Debt instrument, estimated fair value | $ 203,900,000 |
Fair Value Measurements and D_4
Fair Value Measurements and Disclosures - Summary of Fair Value of Financial Assets and Liabilities (Detail) - Other Indefinite Lived Intangible Assets [Member] $ in Thousands | Dec. 31, 2019USD ($) |
Assets | |
Estimated fair value of other indefinite-lived intangible assets | $ 260 |
Liabilities: | |
Estimated fair value of contingent earn-out consideration included in accrued expenses | 19 |
Long-term debt less unamortized debt issuance costs | 228,894 |
Fair Value, Inputs, Level 2 [Member] | |
Liabilities: | |
Long-term debt less unamortized debt issuance costs | 212,956 |
Fair Value, Inputs, Level 3 [Member] | |
Assets | |
Estimated fair value of other indefinite-lived intangible assets | 260 |
Liabilities: | |
Estimated fair value of contingent earn-out consideration included in accrued expenses | $ 19 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Contingency [Line Items] | ||
Valuation allowance | $ 4,100 | $ 13,000 |
Deferred tax assets, valuation allowance | 12,977 | $ 5,371 |
Deferred tax assets operating loss carry forwards domestic | 28,600 | |
Deferred tax assets, operating loss carryforwards, state and local | 8,900 | |
Deferred tax assets, valuation allowance provided | 7,600 | |
Unlikey To Be Realised [Member] | ||
Income Tax Contingency [Line Items] | ||
Deferred tax assets | 7,600 | |
Domestic Tax Authority [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards for federal income tax purpose | $ 136,100 | |
Beginning year of expiry for net operating loss carry forwards | 2021 | |
Ending year of expiry for net operating loss carryforwards | 2038 | |
Deferred tax assets, valuation allowance | $ 4,100 | |
Deferred tax assets, valuation allowance provided | 3,500 | |
State and Local Jurisdiction [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards for federal income tax purpose | $ 793,700 | |
Beginning year of expiry for net operating loss carry forwards | 2020 | |
Ending year of expiry for net operating loss carryforwards | 2039 | |
Deferred tax assets, valuation allowance | $ 8,900 | |
Deferred tax assets, impairment losses | 16,700 | |
Deferred tax assets, valuation allowance provided | $ 4,100 |
Income Tax - Schedule of Consol
Income Tax - Schedule of Consolidated Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | ||
State | $ 471 | $ 282 |
Current Income Tax Expense (Benefit), Total | 471 | 282 |
Deferred: | ||
Federal | (1,445) | (658) |
State | 4,951 | 2,849 |
Deferred Income Taxes and Tax Credits, Total | 3,506 | 2,191 |
Provision for income taxes | $ 3,977 | $ 2,473 |
Income Tax - Schedule of Cons_2
Income Tax - Schedule of Consolidated Deferred Tax Asset and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||
Financial statement accruals not currently deductible | $ 4,652 | $ 6,822 |
Net operating loss, AMT credit and other carryforwards | 45,521 | 50,067 |
State taxes | 70 | 124 |
Operating lease liabilities under ASC 842 | 16,618 | |
Other | 6,847 | 3,969 |
Total deferred tax assets | 73,708 | 60,982 |
Valuation allowance for deferred tax assets | (12,977) | (5,371) |
Net deferred tax assets | 60,731 | 55,611 |
Deferred tax liabilities: | ||
Excess of net book value of property and equipment and software for financial reporting purposes over tax basis | 2,391 | 2,763 |
Excess of net book value of intangible assets for financial reporting purposes over tax basis | 82,939 | 88,112 |
Operating lease right-of-use assets under ASC 842 | 14,179 | |
Other | 8 | |
Total deferred tax liabilities | 99,509 | 90,883 |
Net deferred tax liabilities | $ (38,778) | $ (35,272) |
Income Tax - Schedule of Reconc
Income Tax - Schedule of Reconciliation of Net Deferred Tax Liabilities to Financial Instrument (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Deferred income tax liability per balance sheet | $ (38,778) | $ (35,272) |
Net deferred tax liabilities | $ (38,778) | $ (35,272) |
Income Tax - Reconciliation of
Income Tax - Reconciliation of Statutory Federal Income Tax Rate to Provision for Income Tax (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Statutory federal income tax rate (statutory tax rate) | $ (5,045) | $ (151) |
Effect of state taxes, net of federal | 3,714 | 2,284 |
Permanent items | 329 | 318 |
State rate change | 668 | 248 |
Valuation allowance | 4,105 | (147) |
Other, net | 206 | (79) |
Provision for income taxes | $ 3,977 | $ 2,473 |
Stock Incentive Plan - Addition
Stock Incentive Plan - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Oct. 05, 2019 | Jul. 05, 2019 | May 14, 2019 | May 08, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Employee service share-based compensation, nonvested awards, compensation not yet recognized, stock options | $ 0.1 | |||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 1 year 7 months 6 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 497,051 | |||||
Expected term of award | 6 years 8 months 12 days | 7 years 4 months 24 days | ||||
Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected term of award | 10 years | |||||
Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected term of award | 6 years | |||||
Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | |||||
Restricted Stock [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 5 years | |||||
Restricted Stock [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Restricted Stock [Member] | Management [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 270,012 | |||||
Restricted Stock [Member] | Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 66,667 | |||||
Restricted Stock [Member] | Executive Officer | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 41,323 | 119,049 | ||||
Vesting period | 2 years | |||||
Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 8,000,000 | |||||
Number of additional shares authorized | 3,000,000 | |||||
Share price | $ 1.44 | |||||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 0.7 | $ 0.3 | ||||
Employee Stock Option [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 5 years | |||||
Employee Stock Option [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years |
Stock Incentive Plan - Schedule
Stock Incentive Plan - Schedule of Stock-Based Compensation Expense Recognized (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense, pre-tax | $ 1,460 | $ 543 |
Tax expense from stock-based compensation expense | (380) | (141) |
Total stock-based compensation expense, net of tax | 1,080 | 402 |
Unallocated Corporate [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock option compensation expense | 271 | 329 |
Restricted stock shares compensation expenses | 623 | |
Broadcast [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock option compensation expense | 111 | 122 |
Restricted stock shares compensation expenses | 383 | |
Digital Media [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock option compensation expense | 71 | 77 |
Publishing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock option compensation expense | $ 1 | $ 15 |
Stock Incentive Plan - Schedu_2
Stock Incentive Plan - Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Valuation Model (Detail) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Expected volatility | 56.12% | 41.84% |
Expected dividends | 16.27% | 7.89% |
Expected term (in years) | 6 years 8 months 12 days | 7 years 4 months 24 days |
Risk-free interest rate | 1.69% | 2.93% |
Stock Incentive Plan - Schedu_3
Stock Incentive Plan - Schedule of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Shares | |||
Beginning Balance | 1,980,972 | ||
Ending Balance | 1,860,722 | 1,980,972 | |
Exercisable at end of period | 1,248,844 | ||
Weighted Average Exercise Price | |||
Ending Balance | $ 4.39 | ||
Weighted Average Remaining Contractual Term | |||
Contractual term | 3 years 7 months 6 days | ||
Employee Stock Option [Member] | |||
Shares | |||
Beginning Balance | 1,980,972 | 1,428,462 | |
Granted | 88,750 | 650,000 | |
Exercised | (200) | (17,615) | |
Forfeited or expired | (208,800) | (79,875) | |
Ending Balance | 1,860,722 | 1,980,972 | 1,428,462 |
Exercisable at end of period | 1,248,844 | 1,055,716 | |
Expected to Vest | 580,978 | 878,531 | |
Weighted Average Exercise Price | |||
Beginning Balance | $ 4.63 | $ 5.20 | |
Granted | 1.63 | 3.30 | |
Exercised | 2.38 | 2.49 | |
Forfeited or expired | 5.77 | 4.42 | |
Ending Balance | 4.39 | 4.63 | $ 5.20 |
Exercisable at end of period | 4.93 | 5.51 | |
Expected to Vest | 4.40 | 4.65 | |
Weighted Average Grant Date Fair value | |||
Beginning Balance | 2.61 | 2.96 | |
Granted | 0.44 | 1.86 | |
Exercised | 2.05 | 2.11 | |
Forfeited or expired | 4.06 | 3.20 | |
Ending Balance | 2.37 | 2.61 | $ 2.96 |
Exercisable at end of period | 2.78 | 3.38 | |
Expected to Vest | $ 2.38 | $ 2.63 | |
Weighted Average Remaining Contractual Term | |||
Contractual term | 3 years 7 months 6 days | 4 years 1 month 6 days | 3 years 8 months 12 days |
Exercisable at end of period | 2 years 3 months 18 days | 0 years | |
Expected to Vest | 3 years 6 months | 0 years | |
Aggregate Intrinsic Value | |||
Beginning Balance | $ 653 | ||
Exercised | 35 | ||
Forfeited or expired | $ 2 | $ 28 |
Stock Incentive Plan - Schedu_4
Stock Incentive Plan - Schedule of Information Regarding Restricted Stock Activity (Detail) | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Outstanding Shares, Granted | shares | 497,051 |
Outstanding Shares, Lapse of restrictions | shares | (389,061) |
Outstanding Shares, Ending Balance | shares | 107,990 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 2.02 |
Weighted Average Grant Date Fair Value, Lapse of restrictions | $ / shares | 2.07 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 1.85 |
Weighted Average Contractual Life Remaining | 1 year 8 months 1 day |
Aggregate Intrinsic Value, Granted | $ | $ 1,006 |
Aggregate Intrinsic Value, Lapse of restrictions | $ | 919 |
Aggregate Intrinsic Value, Ending Balance | $ | $ 156 |
Stock Incentive Plan - Stock Op
Stock Incentive Plan - Stock Options Outstanding Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options | 1,860,722 | 1,980,972 |
Weighted Average Contractual Life Remaining | 3 years 7 months 6 days | |
Weighted Average Exercise Price | $ 4.39 | |
Exercisable Options | 1,248,844 | |
Weighted Average Grant Date Fair Value | $ 4.93 | |
Range of Exercise Prices From $2.38 to $3.00 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower Limit | 2.38 | |
Range of Exercise Prices, Upper Limit | $ 3 | |
Options | 357,005 | |
Weighted Average Contractual Life Remaining | 3 years | |
Weighted Average Exercise Price | $ 2.43 | |
Exercisable Options | 268,255 | |
Weighted Average Grant Date Fair Value | $ 2.70 | |
Range of Exercise Prices From $3.01 to $3.28 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower Limit | 3.01 | |
Range of Exercise Prices, Upper Limit | $ 3.28 | |
Options | 565,000 | |
Weighted Average Contractual Life Remaining | 5 years 8 months 12 days | |
Weighted Average Exercise Price | $ 3.25 | |
Exercisable Options | 176,500 | |
Weighted Average Grant Date Fair Value | $ 3.25 | |
Range of Exercise Prices From $3.29 to $4.63 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower Limit | 3.29 | |
Range of Exercise Prices, Upper Limit | $ 4.63 | |
Options | 67,750 | |
Weighted Average Contractual Life Remaining | 5 years 4 months 24 days | |
Weighted Average Exercise Price | $ 3.78 | |
Exercisable Options | 20,125 | |
Weighted Average Grant Date Fair Value | $ 3.81 | |
Range of Exercise Prices From $4.64 to $4.85 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower Limit | 4.64 | |
Range of Exercise Prices, Upper Limit | $ 4.85 | |
Options | 411,792 | |
Weighted Average Contractual Life Remaining | 3 years 8 months 12 days | |
Weighted Average Exercise Price | $ 4.85 | |
Exercisable Options | 324,789 | |
Weighted Average Grant Date Fair Value | $ 4.85 | |
Range of Exercise Prices From $4.86 to $6.65 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower Limit | 4.86 | |
Range of Exercise Prices, Upper Limit | $ 6.65 | |
Options | 10,750 | |
Weighted Average Contractual Life Remaining | 1 year 4 months 24 days | |
Weighted Average Exercise Price | $ 5.68 | |
Exercisable Options | 10,750 | |
Weighted Average Grant Date Fair Value | $ 5.68 | |
Range of Exercise Prices From $6.66 to $8.76 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower Limit | 6.66 | |
Range of Exercise Prices, Upper Limit | $ 8.76 | |
Options | 448,425 | |
Weighted Average Contractual Life Remaining | 1 year 1 month 6 days | |
Weighted Average Exercise Price | $ 7 | |
Exercisable Options | 448,425 | |
Weighted Average Grant Date Fair Value | $ 7 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Description of related party transaction | The policy applies to any transaction or series of transactions in which Salem is a participant, the amount involved exceeds $120,000 and a Related Party (as defined in Item 404(a) of SEC Regulation S-K) has a direct or indirect material interest, excluding, among other things, compensation arrangements with respect to employment and board membership. Related Parties includes our directors, executive officers, nominees to become a director, any person beneficially owning more than 5% of any class of our stock, immediate family members of any of the foregoing, and any entity in which any of the foregoing persons is employed or is a general partner or principal or in which the person has a 10% or greater beneficial ownership interest. | |
Related party annual payments for insurance premiums | $ 531,000 | $ 386,000 |
Net assets | 3,500 | 3,100 |
Edward G Atsinger III Chief Executive Officer And Director [Member] | ||
Related party annual payments for insurance premiums | 135,000 | 198,000 |
Chairman And Chief Executive Officer [Member] | Land and Building [Member] | ||
Operating leases, rent expense | 1,600 | 1,500 |
Truth for Life [Member] | ||
Related party transaction, other revenues from transactions with related party | 2,500 | 2,400 |
Accounts receivable, related parties | 200 | |
Know the Truth [Member] | ||
Related party transaction, other revenues from transactions with related party | 800 | 1,400 |
Accounts receivable, related parties | $ 1,200 | 1,100 |
Other Than Compensation Arrangements [Member] | ||
Description of related party transaction | we have been a party in which the amount involved exceeds $120,000 annually and in which any of our then directors, executive officers or holders of more than 5% of any class of our stock at the time of such transaction, or any members of their immediate family, or is a general partner or principal or in which the person has a 10% or greater beneficial ownership interest, had or will have a direct or indirect material interest. | |
Chief Executive Officer [Member] | Trust [Member] | ||
Operating leases, rent expense | $ 203,000 | 197,000 |
Split Dollar Life Insurance [Member] | ||
Business combination, consideration transferred | $ 2,300 | $ 1,800 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Contribution Benefit Plans [Line Items] | ||
Defined contribution plan maximum employee contribution as percentage of base salary | 60.00% | |
Defined benefit plan, contributions by employer | $ 1.9 | $ 1.9 |
First Five Percent Of Each Participants Contributions [Member] | ||
Defined Contribution Benefit Plans [Line Items] | ||
Defined contribution plan employer matching contribution to employee contribution | 50.00% | |
Defined contribution plan employee contributions percentage of eligible compensation | 5.00% |
Equity Transactions - Additiona
Equity Transactions - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 09, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Non-cash stock-based compensation expense related to additional paid-in capital | $ 1,500 | $ 1,460 | $ 543 | |
Scenario, Forecast [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Expected dividend payments | $ 2,700 |
Equity Transactions - Schedule
Equity Transactions - Schedule of Cash Distributions Declared and Paid (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)$ / shares | |
Dividend Payment One [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | Dec. 10, 2019 |
Payment Date | Dec. 30, 2019 |
Amount Per Share | $ / shares | $ 0.0250 |
Cash Distributed | $ | $ 667 |
Dividend Payment Two [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | Sep. 11, 2019 |
Payment Date | Sep. 30, 2019 |
Amount Per Share | $ / shares | $ 0.0650 |
Cash Distributed | $ | $ 1,730 |
Dividend Payment Three [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | May 14, 2019 |
Payment Date | Jun. 28, 2019 |
Amount Per Share | $ / shares | $ 0.0650 |
Cash Distributed | $ | $ 1,728 |
Dividend Payment Four [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | Mar. 7, 2019 |
Payment Date | Mar. 29, 2019 |
Amount Per Share | $ / shares | $ 0.0650 |
Cash Distributed | $ | $ 1,702 |
Dividend Payment Five [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | Nov. 26, 2018 |
Payment Date | Dec. 21, 2018 |
Amount Per Share | $ / shares | $ 0.0650 |
Cash Distributed | $ | $ 1,702 |
Dividend Payment Six [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | Sep. 5, 2018 |
Payment Date | Sep. 28, 2018 |
Amount Per Share | $ / shares | $ 0.0650 |
Cash Distributed | $ | $ 1,702 |
Dividend Payment Seven [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | May 31, 2018 |
Payment Date | Jun. 29, 2018 |
Amount Per Share | $ / shares | $ 0.0650 |
Cash Distributed | $ | $ 1,701 |
Dividend Payment Eight [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | Feb. 28, 2018 |
Payment Date | Mar. 28, 2018 |
Amount Per Share | $ / shares | $ 0.0650 |
Cash Distributed | $ | $ 1,701 |
Segment Data - Additional Infor
Segment Data - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2019Segments | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Segment Data - Schedule of Segm
Segment Data - Schedule of Segment Data (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Depreciation | $ 11,297 | $ 12,034 | |
Amortization | 4,637 | 6,192 | |
Impairment of indefinite-lived long-term assets other than goodwill | 2,925 | 2,870 | |
Impairment of goodwill | 2,427 | ||
Change in the estimated fair value of contingent earn-out consideration | (41) | 76 | |
Net (gain) loss on the disposition of assets | (22,326) | (4,653) | |
Operating income (loss) | (8,201) | 16,966 | |
Inventories, net | 717 | 677 | |
Property and equipment, net | 87,673 | 96,344 | |
Broadcast licenses | 337,858 | 376,316 | $ 380,914 |
Goodwill | 23,998 | 26,789 | $ 26,424 |
Other indefinite-lived intangible assets | 260 | 277 | |
Operating Segments [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenue | 253,898 | 262,783 | |
Operating expenses | 218,528 | 219,992 | |
Net operating income (loss) before depreciation, amortization, impairments, change in estimated fair value of contingent earn-out consideration and net (gain) loss on the disposition of assets | 35,370 | 42,791 | |
Depreciation | 11,297 | 12,034 | |
Amortization | 4,637 | 6,192 | |
Impairment of indefinite-lived long-term assets other than goodwill | 2,925 | 2,870 | |
Impairment of goodwill | 2,427 | ||
Change in the estimated fair value of contingent earn-out consideration | (41) | 76 | |
Net (gain) loss on the disposition of assets | 22,326 | 4,653 | |
Operating income (loss) | (8,201) | 16,966 | |
Inventories, net | 717 | 677 | |
Property and equipment, net | 87,673 | 96,344 | |
Broadcast licenses | 337,858 | 376,316 | |
Goodwill | 23,998 | 26,789 | |
Other indefinite-lived intangible assets | 260 | 277 | |
Amortizable intangible assets, net | 7,100 | 11,264 | |
Operating Segments [Member] | Broadcast [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenue | 193,339 | 198,502 | |
Operating expenses | 149,439 | 148,614 | |
Net operating income (loss) before depreciation, amortization, impairments, change in estimated fair value of contingent earn-out consideration and net (gain) loss on the disposition of assets | 43,900 | 49,888 | |
Depreciation | 7,128 | 7,520 | |
Amortization | 35 | 38 | |
Impairment of indefinite-lived long-term assets other than goodwill | 2,908 | 2,834 | |
Net (gain) loss on the disposition of assets | 22,056 | 4,653 | |
Operating income (loss) | 11,773 | 34,843 | |
Property and equipment, net | 72,816 | 81,269 | |
Broadcast licenses | 337,858 | 376,316 | |
Goodwill | 2,930 | 2,960 | |
Amortizable intangible assets, net | 268 | 303 | |
Operating Segments [Member] | Digital Media [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenue | 39,165 | 42,595 | |
Operating expenses | 30,801 | 33,296 | |
Net operating income (loss) before depreciation, amortization, impairments, change in estimated fair value of contingent earn-out consideration and net (gain) loss on the disposition of assets | 8,364 | 9,299 | |
Depreciation | 3,082 | 3,169 | |
Amortization | 3,757 | 5,227 | |
Impairment of goodwill | 2,089 | ||
Change in the estimated fair value of contingent earn-out consideration | (41) | 76 | |
Net (gain) loss on the disposition of assets | 260 | ||
Operating income (loss) | (783) | 827 | |
Inventories, net | 290 | ||
Property and equipment, net | 6,127 | 6,184 | |
Goodwill | 19,509 | 21,933 | |
Amortizable intangible assets, net | 5,653 | 8,937 | |
Operating Segments [Member] | Publishing [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenue | 21,394 | 21,686 | |
Operating expenses | 22,348 | 22,396 | |
Net operating income (loss) before depreciation, amortization, impairments, change in estimated fair value of contingent earn-out consideration and net (gain) loss on the disposition of assets | (954) | (710) | |
Depreciation | 354 | 510 | |
Amortization | 844 | 926 | |
Impairment of indefinite-lived long-term assets other than goodwill | 17 | 36 | |
Impairment of goodwill | 338 | ||
Net (gain) loss on the disposition of assets | 10 | ||
Operating income (loss) | (2,517) | (2,182) | |
Inventories, net | 717 | 387 | |
Property and equipment, net | 801 | 933 | |
Goodwill | 1,551 | 1,888 | |
Other indefinite-lived intangible assets | 260 | 277 | |
Amortizable intangible assets, net | 1,178 | 2,021 | |
Operating Segments [Member] | Unallocated Corporate [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Operating expenses | 15,940 | 15,686 | |
Net operating income (loss) before depreciation, amortization, impairments, change in estimated fair value of contingent earn-out consideration and net (gain) loss on the disposition of assets | (15,940) | (15,686) | |
Depreciation | 733 | 835 | |
Amortization | 1 | 1 | |
Operating income (loss) | (16,674) | (16,522) | |
Property and equipment, net | 7,929 | 7,958 | |
Goodwill | 8 | 8 | |
Amortizable intangible assets, net | $ 1 | $ 3 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Mar. 10, 2020 | Feb. 05, 2020 |
Radio stations [Member] | WFIA,WGTK [Member] | LouisvilleKy [Member] | Scenario, Forecast [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Disposal group discontinued operation credit on sale | $ 250,000 | |
Radio stations [Member] | WFIA,WGTK [Member] | LouisvilleKy [Member] | Scenario Forecast One [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Disposal group discontinued operation provision for gain loss on disposal after tax | 500,000 | |
Radio stations [Member] | WFIA,WGTK [Member] | LouisvilleKy [Member] | Scenario Forecast Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Disposal group discontinued operation provision for gain loss on disposal after tax | $ 300,000 | |
Radio stations [Member] | WFIA,WGTK [Member] | LouisvilleKy [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Disposal group discontinued operation period for which the costs are to be incurred | 29 months | |
Radio stations [Member] | WFIA,WGTK [Member] | LouisvilleKy [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Disposal group discontinued operation period for which the costs are to be incurred | 4 months | |
Subsequent Event [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock, equity distributions, per share, declared | $ 0.0250 | |
Subsequent Event [Member] | Radio stations [Member] | WFIA,WGTK [Member] | LouisvilleKy [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Disposal group discontinued operation consideration receivable | $ 4,000,000 | |
Disposal group discontinued operations monthly brokerage expenses | 2,000 | |
Disposal group discontinued operation expenses on disposal credit of option payment fees | $ 450,000 |
Subsequent Events - Repurchases
Subsequent Events - Repurchases of Notes From January 1, 2019 Through Date of Filing (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||
Cash Paid | $ 16,800 | $ 15,400 | |
Principal Repurchased | 18,700 | 16,400 | |
Net Gain | $ 1,700 | $ 600 | |
Subsequent Event [Member] | |||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||
Cash Paid | $ 3,392 | ||
Principal Repurchased | 3,495 | ||
Bond Issue Costs | 54 | ||
Net Gain | 49 | ||
Subsequent Event [Member] | Senior Secured Note Period One [Member] | |||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||
Cash Paid | 2,194 | ||
Principal Repurchased | $ 2,250 | ||
Repurchase date | Jan. 30, 2020 | ||
Percent face value | 97.50% | ||
Bond Issue Costs | $ 35 | ||
Net Gain | 22 | ||
Subsequent Event [Member] | Senior Secured Note Period Two [Member] | |||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||
Cash Paid | 1,198 | ||
Principal Repurchased | $ 1,245 | ||
Repurchase date | Jan. 27, 2020 | ||
Percent face value | 96.25% | ||
Bond Issue Costs | $ 19 | ||
Net Gain | $ 27 |