Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 01, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Trading Symbol | SALM | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | SALEM MEDIA GROUP, INC. /DE/ | |
Entity Central Index Key | 0001050606 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Accelerated Filer | |
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, $0.01 par value per share | |
Entity File Number | 000-26497 | |
Entity Tax Identification Number | 77-0121400 | |
Entity Address, Address Line One | 4880 SANTA ROSA ROAD | |
Entity Address, City or Town | CAMARILLO | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 93012 | |
City Area Code | 805 | |
Local Phone Number | 987-0400 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 21,129,667 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,553,696 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 7 | $ 117 |
Trade accounts receivable (net of allowances of $9,732 in 2018 and $10,547 in 2019) | 33,465 | 33,020 |
Unbilled revenue | 2,273 | 2,513 |
Other receivables (net of allowances of $158 in 2018 and $0 in 2019) | 9,224 | 806 |
Inventories (net of reserves of $994 in 2018 and $1,263 in 2019) | 649 | 677 |
Prepaid expenses | 6,165 | 6,504 |
Assets held for sale | 8,731 | |
Total current assets | 60,514 | 43,637 |
Notes receivable (net of allowance of $733 in 2018 and $978 in 2019) | 797 | 218 |
Property and equipment (net of accumulated depreciation of $170,756 in 2018 and $170,478 in 2019) | 88,317 | 96,344 |
Operating lease right-of-use assets | 56,800 | |
Financing lease right-of-use assets | 189 | 164 |
Broadcast licenses | 340,354 | 376,316 |
Goodwill | 26,425 | 26,789 |
Other indefinite-lived intangible assets | 277 | 277 |
Amortizable intangible assets (net of accumulated amortization of $53,180 in 2018 and $54,547 in 2019) | 8,170 | 11,264 |
Deferred financing costs | 268 | 381 |
Other assets | 4,134 | 3,638 |
Total assets | 586,245 | 559,028 |
Current liabilities: | ||
Accounts payable | 4,305 | 2,187 |
Accrued expenses | 9,449 | 10,104 |
Accrued compensation and related expenses | 9,767 | 7,582 |
Accrued interest | 5,231 | 1,375 |
Contract liabilities | 9,377 | 11,537 |
Deferred rent income | 108 | 108 |
Income taxes payable | 354 | 267 |
Current portion of operating lease liabilities | 8,191 | |
Current portion of financing (capital) lease liabilities | 69 | 58 |
Current portion of long-term debt | 18,065 | 19,660 |
Total current liabilities | 64,916 | 52,878 |
Long-term debt, less current portion | 228,091 | 234,030 |
Operating lease liabilities, less current portion | 56,343 | |
Financing (capital) lease liabilities, less current portion | 133 | 105 |
Deferred income taxes | 35,759 | 35,272 |
Deferred rent expense, long term | 9,382 | |
Contract liabilities, long-term | 1,807 | 1,379 |
Deferred rent income, less current portion | 3,979 | 4,049 |
Other long-term liabilities | 546 | 64 |
Total liabilities | 391,574 | 337,159 |
Commitments and contingencies (Note 17) | ||
Stockholders’ Equity: | ||
Additional paid-in capital | 246,509 | 245,220 |
Accumulated earnings | (18,115) | 10,372 |
Treasury stock, at cost (2,317,650 shares at December 31, 2018 and September 30, 2019) | (34,006) | (34,006) |
Total stockholders’ equity | 194,671 | 221,869 |
Total liabilities and stockholders’ equity | 586,245 | 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 | Sep. 30, 2019 | Dec. 31, 2018 |
Trade accounts receivable, allowances | $ 10,547 | $ 9,732 |
Allowance for Doubtful Other Receivables, Current | 0 | 158 |
Inventories, reserves | 1,263 | 994 |
Notes receivable, allowance | 978 | 733 |
Property and equipment, accumulated depreciation | 170,478 | 170,756 |
Amortizable intangible assets, accumulated amortization | $ 54,547 | $ 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 | 23,380,650 | 22,950,066 |
Common stock, outstanding | 21,063,000 | 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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Total net revenue | $ 64,116 | $ 65,528 | $ 189,265 | $ 195,595 |
Operating expenses: | ||||
Unallocated corporate expenses exclusive of depreciation and amortization shown below (including $41 and $27 for the three months ended September 30, 2018 and 2019, respectively, and $198 and $94 for the nine months ended September 30, 2018 and 2019, respectively, paid to related parties) | 4,183 | 3,987 | 12,386 | 11,938 |
Depreciation | 2,744 | 3,032 | 8,529 | 9,076 |
Amortization | 1,147 | 1,604 | 3,567 | 4,558 |
Change in the estimated fair value of contingent earn-out consideration | (40) | (40) | 72 | |
Impairment of indefinite-lived long-term assets other than goodwill | 1,915 | 1,915 | ||
Net (gain) loss on the disposition of assets | 17,545 | (759) | 21,212 | 4,400 |
Total operating expenses | 78,603 | 59,253 | 199,135 | 182,306 |
Operating income | (14,487) | 6,275 | (9,870) | 13,289 |
Other income (expense): | ||||
Interest income | 2 | 1 | 4 | |
Interest expense | (4,410) | (4,507) | (13,206) | (13,779) |
Gain on early retirement of long-term debt | 426 | 234 | ||
Net miscellaneous income and (expenses) | 1 | 19 | (12) | |
Net income (loss) before income taxes | (18,897) | 1,771 | (22,630) | (264) |
Provision for (benefit from) income taxes | 1,108 | 564 | 697 | (132) |
Net income (loss) | $ (20,005) | $ 1,207 | $ (23,327) | $ (132) |
Basic earnings (loss) per share data: | ||||
Basic earnings (loss) per share | $ (0.75) | $ 0.05 | $ (0.88) | $ (0.01) |
Diluted earnings (loss) per share data: | ||||
Diluted earnings (loss) per share | $ (0.75) | $ 0.05 | $ (0.88) | $ (0.01) |
Basic weighted average shares outstanding | 26,616,696 | 26,183,910 | 26,442,791 | 26,177,565 |
Diluted weighted average shares outstanding | 26,616,696 | 26,312,194 | 26,442,791 | 26,177,565 |
Broadcast [Member] | ||||
Total net revenue | $ 47,679 | $ 48,812 | $ 142,854 | $ 147,425 |
Operating expenses: | ||||
Total operating expenses | 37,310 | 37,158 | 111,466 | 110,151 |
Digital Media [Member] | ||||
Total net revenue | 9,149 | 10,397 | 29,349 | 31,051 |
Operating expenses: | ||||
Total operating expenses | 7,282 | 8,021 | 22,988 | 24,792 |
Publishing [Member] | ||||
Total net revenue | 7,288 | 6,319 | 17,062 | 17,119 |
Operating expenses: | ||||
Total operating expenses | $ 6,517 | $ 6,210 | $ 17,112 | $ 17,319 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating expenses | $ 78,603 | $ 59,253 | $ 199,135 | $ 182,306 |
Unallocated corporate expenses exclusive of depreciation and amortization | 4,183 | 3,987 | 12,386 | 11,938 |
Related Party [Member] | ||||
Unallocated corporate expenses exclusive of depreciation and amortization | 27 | 41 | 94 | 198 |
Broadcast [Member] | ||||
Operating expenses | 37,310 | 37,158 | 111,466 | 110,151 |
Broadcast [Member] | Related Party [Member] | ||||
Operating expenses | $ 454 | $ 564 | $ 1,426 | $ 1,699 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Additional Paid-in Capital [Member] | Accumulated Earnings [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 | 46 | 46 | ||||
Options exercised | 19 | 19 | ||||
Options exercised (in shares) | 8,125 | |||||
Cash distributions | (1,701) | (1,701) | ||||
Net income (loss) | 828 | 828 | ||||
Balance at Mar. 31, 2018 | 230,473 | 244,699 | 19,497 | (34,006) | $ 227 | $ 56 |
Balance (in shares) at Mar. 31, 2018 | 22,940,576 | 5,553,696 | ||||
Distributions per share | $ 0.065 | $ 0.065 | ||||
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 | 400 | |||||
Net income (loss) | (132) | |||||
Balance at Sep. 30, 2018 | 226,451 | 245,040 | 15,134 | (34,006) | $ 227 | $ 56 |
Balance (in shares) at Sep. 30, 2018 | 22,950,066 | 5,553,696 | ||||
Balance at Mar. 31, 2018 | 230,473 | 244,699 | 19,497 | (34,006) | $ 227 | $ 56 |
Balance (in shares) at Mar. 31, 2018 | 22,940,576 | 5,553,696 | ||||
Stock-based compensation | 126 | 126 | ||||
Options exercised | 2 | 2 | ||||
Options exercised (in shares) | 625 | |||||
Cash distributions | (1,701) | (1,701) | ||||
Net income (loss) | (2,167) | (2,167) | ||||
Balance at Jun. 30, 2018 | 226,733 | 244,827 | 15,629 | (34,006) | $ 227 | $ 56 |
Balance (in shares) at Jun. 30, 2018 | 22,941,201 | 5,553,696 | ||||
Distributions per share | $ 0.065 | $ 0.065 | ||||
Stock-based compensation | 191 | 191 | ||||
Options exercised | 22 | 22 | ||||
Options exercised (in shares) | 8,865 | |||||
Cash distributions | (1,702) | (1,702) | ||||
Net income (loss) | 1,207 | 1,207 | ||||
Balance at Sep. 30, 2018 | 226,451 | 245,040 | 15,134 | (34,006) | $ 227 | $ 56 |
Balance (in shares) at Sep. 30, 2018 | 22,950,066 | 5,553,696 | ||||
Distributions per share | $ 0.065 | $ 0.065 | ||||
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 | ||||
Stock-based compensation | 176 | 176 | ||||
Cash distributions | (1,702) | (1,702) | ||||
Net income (loss) | 322 | 322 | ||||
Balance at Mar. 31, 2019 | 220,665 | 245,396 | 8,992 | (34,006) | $ 227 | $ 56 |
Balance (in shares) at Mar. 31, 2019 | 22,950,066 | 5,553,696 | ||||
Distributions per share | $ 0.065 | $ 0.065 | ||||
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 | ||||
Stock-based compensation | 1,300 | |||||
Net income (loss) | (23,327) | |||||
Balance at Sep. 30, 2019 | 194,671 | 246,509 | (18,115) | (34,006) | $ 227 | $ 56 |
Balance (in shares) at Sep. 30, 2019 | 23,380,650 | 5,553,696 | ||||
Balance at Mar. 31, 2019 | 220,665 | 245,396 | 8,992 | (34,006) | $ 227 | $ 56 |
Balance (in shares) at Mar. 31, 2019 | 22,950,066 | 5,553,696 | ||||
Stock-based compensation | 936 | 936 | ||||
Options exercised (in shares) | 200 | |||||
Lapse of restricted shares | 389,061 | |||||
Cash distributions | (1,728) | (1,728) | ||||
Net income (loss) | (3,644) | (3,644) | ||||
Balance at Jun. 30, 2019 | 216,229 | 246,332 | 3,620 | (34,006) | $ 227 | $ 56 |
Balance (in shares) at Jun. 30, 2019 | 23,339,327 | 5,553,696 | ||||
Distributions per share | $ 0.065 | $ 0.065 | ||||
Stock-based compensation | 177 | 177 | ||||
Lapse of restricted shares | 41,323 | |||||
Cash distributions | (1,730) | (1,730) | ||||
Net income (loss) | (20,005) | (20,005) | ||||
Balance at Sep. 30, 2019 | $ 194,671 | $ 246,509 | $ (18,115) | $ (34,006) | $ 227 | $ 56 |
Balance (in shares) at Sep. 30, 2019 | 23,380,650 | 5,553,696 | ||||
Distributions per share | $ 0.065 | $ 0.065 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ (23,327) | $ (132) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Non-cash stock-based compensation | 1,289 | 363 |
Depreciation and amortization | 12,096 | 13,634 |
Amortization of deferred financing costs | 766 | 855 |
Non-cash lease expense | 6,735 | |
Accretion of acquisition-related deferred payments and contingent consideration | 2 | 24 |
Provision for bad debts | 1,407 | 1,498 |
Deferred income taxes | 487 | (301) |
Change in the estimated fair value of contingent earn-out consideration | (40) | 72 |
Impairment of indefinite-lived long-term assets other than goodwill | 1,915 | |
Gain on early retirement of long-term debt | (426) | (234) |
Net (gain) loss on the disposition of assets | 21,212 | 4,400 |
Changes in operating assets and liabilities: | ||
Accounts receivable and unbilled revenue | (2,363) | (3,829) |
Inventories | (372) | (161) |
Prepaid expenses and other current assets | 338 | (560) |
Accounts payable and accrued expenses | 4,504 | 7,224 |
Deferred rent expense | (235) | |
Operating lease liabilities | (7,983) | |
Contract liabilities | (1,710) | (2,380) |
Deferred rent income | (130) | (69) |
Other liabilities | (16) | (40) |
Income taxes payable | 87 | 69 |
Net cash provided by operating activities | 14,471 | 20,198 |
INVESTING ACTIVITIES | ||
Cash paid for capital expenditures net of tenant improvement allowances | (6,064) | (6,513) |
Capital expenditures reimbursable under tenant improvement allowances and trade agreements | (3) | (77) |
Purchases of broadcast assets and radio stations | (35) | (6,534) |
Proceeds from sale of assets | 4,202 | 8,518 |
Other | (725) | (398) |
Net cash used in investing activities | (3,875) | (9,324) |
FINANCING ACTIVITIES | ||
Payments to repurchase 6.75% Senior Secured Notes | (6,123) | (9,550) |
Refund (payments) of debt issuance costs | (43) | (11) |
Proceeds from the exercise of stock options | 43 | |
Payments of acquisition-related contingent earn-out consideration | (140) | |
Payments on financing lease liabilities | (65) | (73) |
Payment of cash distribution on common stock | (5,160) | (5,104) |
Book overdraft | 2,280 | 2,775 |
Net cash used in financing activities | (10,706) | (10,860) |
Net increase (decrease) in cash and cash equivalents | (110) | 14 |
Cash and cash equivalents at beginning of year | 117 | 3 |
Cash and cash equivalents at end of period | 7 | 17 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest, net of capitalized interest | 8,568 | 8,772 |
Cash paid for interest on finance lease liabilities | 7 | 22 |
Cash paid for income taxes | 122 | 99 |
Other supplemental disclosures of cash flow information: | ||
Barter revenue | 4,113 | 5,018 |
Barter expense | 3,673 | 4,223 |
Non-cash investing and financing activities: | ||
Capital expenditures reimbursable under tenant improvement allowances | 3 | 77 |
Deferred payments on acquisitions | 326 | |
Right-of-use assets acquired through operating leases | 1,854 | |
Right-of-use assets acquired through financing leases | 14 | 56 |
Non-cash capital expenditures for property & equipment acquired under trade agreements | 90 | |
Digital Media [Member] | ||
INVESTING ACTIVITIES | ||
Purchases of digital media businesses and assets | (1,250) | (4,320) |
Abl Facility [Member] | ||
FINANCING ACTIVITIES | ||
Proceeds from borrowings under ABL Facility | 86,367 | 111,337 |
Payments on ABL Facility | $ (87,962) | $ (110,137) |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 1. BASIS OF PRESENTATION 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 The accompanying Condensed Consolidated Financial Statements of Salem include the company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Information with respect to the three and nine months ended September 30, 2019 and 2018 is unaudited. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the unaudited interim financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the financial position, results of operations and cash flows of the company. The unaudited interim financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report for Salem filed on Form 10-K for the year ended December 31, 2018. Our results are subject to seasonal fluctuations. Therefore, The balance sheet at December 31, 2018 included in this report has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by GAAP. 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 consideration; • fair value measurements; • contingency reserves; • allowance for doubtful accounts; • sales returns and allowances; • barter transactions; • inventory reserves; • reserves for royalty advances; • fair value of equity awards; • self-insurance reserves; • estimated lives for tangible and intangible assets; • assessment of contract-based factors, asset-based factors, entity-based factors and market-based factors to determine the lease term impacting Right-Of-Use (“ROU”) assets and lease liabilities, • determining the Incremental Borrowing Rate (“IBR”) for calculating ROU assets and lease liabilities, • income tax valuation allowances; and • uncertain tax positions These estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The estimates will change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update our assumptions and estimates on an ongoing basis and we may consult outside experts to assist as considered necessary. Reclassifications Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. These reclassifications include the accounting for finance lease obligations under Accounting Standards Codification (“ASC”) Topic 842, Leases |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Except for our accounting policies for leases a result of adopting ASC 842, there have been no changes to our significant accounting policies described in Note 2 to our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on March 12, 2019, that have had a material impact on our Condensed Consolidated Financial Statements and related notes. Leases We adopted ASC 842 on January 1, 2019 using the modified retrospective basis and did not restate comparative periods as permitted under Accounting Standards Update (“ASU”) 2018-11. ASC 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases. ASC 842 requires that lessees recognize ROU assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statement of operations and statement of cash flows. 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 transitional adjustment to operating lease ROU assets and operating lease liabilities of $65.0 million and $74.4 million, respectively. The difference between the operating lease ROU assets and operating lease liabilities at transition represented existing deferred rent expense and prepaid rent that was derecognized. The adoption of ASC 842 did not materially impact our results of operations, cash flows, or presentation thereof. Refer to Note 8 for more information. 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 leases with perpetual or rolling renewals as we are “reasonably certain” to continue the lease. For example, we lease various storage facilities under agreements with month-to-month terms that have continued over several years. The standard terms and conditions for a majority of these agreements allow either party to terminate within a notice period ranging from 10 to 30 days. There are no cancellation penalties other than the potential loss of a one-month rent or a security deposit if the termination terms are not adhered to. We believe that these month-to-month leases qualify for the short-term exception to ASC 842 because either party can terminate the agreement without permission from the other party with no more than an insignificant penalty, therefore, the arrangements do not create enforceable rights and obligations. Additionally, the cost to move to a new location or find comparable facilities is low as there are no unique features of the storage facilities that impact our business or operations. We considered termination clauses, costs associated with moving and costs associated with finding alternative facilities to exclude month-to-month leases that have perpetually renewed. 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 Components We elected to include the lease and non-lease components (or the fixed and variable consideration) as a single component accounted for as a lease. This practical expedient is elected by class of underlying assets as an accounting policy election and applies to all arrangements in that class of underlying assets that qualify for the expedient. ASC 842 provides this expedient to alleviate concerns that the costs and administrative burden of allocating consideration to the separate lease and non-lease components may not justify the benefit of more precisely reflecting the ROU asset and the lease liability. Contracts that include lease and non-lease components that are accounted for under the election not to separate require that all components that qualify for the practical expedient be combined. The components that do not qualify, such as those for which the timing and pattern of transfer of the lease and associated non-lease components are not the same, are accounted for separately. Accounting for a lease component of a contract and its associated non-lease components as a single lease component results in an allocation of the total contract consideration to the lease component. Therefore, the initial and subsequent measurement of the lease liability and ROU asset is greater than if the policy election was not applied. The greater ROU asset value is considered in our impairment analysis. 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, as ROU assets are long-lived nonfinancial assets. 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, the following are examples of impairment indicators: • 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 15, Fair Value Measurements. There were no indications of impairment during the period ended September 30, 2019. 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 financial position, results of operations, cash flows, or presentation thereof In November 2018, the FASB issued ASU 2018-18 , Collaborative Arrangements (Tope 818): Clarifying the Interaction Between Topic 808 and Topic 606 , which clarifies when transactions between participants in a collaborative arrangement are within the scope of the FASB’s revenue standard, Topic 606. The standard is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, with early adoption permitted. We will adopt this standard on its effective date of January 1, 2020. We do not expect the adoption of this ASU to have a material impact on our consolidated financial position, results of operations, cash flows, or presentation thereof. In October 2018, the FASB issued ASU 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities after December 15, 2019 and interim periods within those fiscal years, with early adoption permitted. We will adopt this standard on its effective date of January 1, 2020. We do not expect the adoption of this ASU to have a material impact on our consolidated financial In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. position, results of operations, cash flows, or presentation thereof. 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. financial position, results of operations, cash flows, or presentation thereof. In July 2018, the FASB issued ASU 2018-09, Codification Improvements financial position, results of operations, cash flows, or presentation thereof. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses, Codification Improvements to Topic 326, Financial Instruments - Credit Losses Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments Financial Instruments – Credit Losses (Topic 326) adopt this ASU on its effective date of January 1, 2023. We do not expect the adoption of this ASU to have a material impact on our consolidated |
Recent Transactions
Recent Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Text Block [Abstract] | |
Recent Transactions | NOTE 3. RECENT TRANSACTIONS During the nine month period ended September 30, 2019, we completed or entered into the following transactions: Debt Transactions Based on the then existing market conditions, we completed repurchases of the 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) 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 $ 6,670 $ 6,123 $ 122 $ 426 Equity Transactions Based upon their current assessment of our business, our Board of Directors’ declared equity distributions as follows: Announcement Date Record Date Payment Date Amount Per Share Cash Distributed (in thousands) September 11, 2019 September 23, 2019 September 30, 2019 $ 0.0650 $ 1,730 May 14, 2019 June 14, 2019 June 28, 2019 0.0650 1,728 March 7, 2019 March 19, 2019 March 29, 2019 0.0650 1,702 $ 5,160 Acquisitions On September 27, 2019, we closed on the acquisition of KPAM-AM in Portland, Oregon, valued at $1.0 million, in a non-cash exchange for radio station KKOL-AM in Seattle, Washington. We began operating KPAM-AM under a Local Marketing Agreement (“LMA”) on January 2, 2018. T he accompanying Condensed Consolidated Statement of Operations reflects the operating results of this station as of the LMA date within our broadcast segment. 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 in Louisville, Kentucky. 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. T he accompanying Condensed 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. T he accompanying Condensed 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 $2,500, which approximated the present value based on the earn-out period of less than twelve months. he accompanying Condensed 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. T he accompanying Condensed 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 nine months ended September 30, 2019, none of which were individually or in the aggregate material to our condensed consolidated financial position as of the respective date of acquisition, is as follows: Acquisition Date Description Total Consideration (Dollars in thousands) September 27, 2019 KPAM-AM, Portland, Oregon (asset acquisition) $ 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 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 Condensed 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 $48,000 during the nine month period ended September 30, 2019 compared to $0.2 million during the same period of the prior year, which are included in unallocated corporate expenses or broadcast operating expense based on the nature of the acquisition in the accompanying Condensed Consolidated Statements of Operations. The total acquisition consideration is equal to the sum of all cash payments, the fair value of any deferred payments and promissory notes, and the present value of any estimated contingent earn-out consideration. We estimate the fair value of contingent earn-out consideration using a probability-weighted discounted cash flow model as discussed in Note 4 – Contingent Earn Out Consideration. The fair value measurement is based on significant inputs that are not observable in the market and thus represent a Level 3 measurement as defined in Note 15 - Fair Value Measurements. The following table summarizes the total acquisition consideration for the nine month period ended September 30, 2019 Description Total Consideration (Dollars in thousands) Cash payments made upon closing $ 1,285 Non-cash consideration (asset exchange) 965 Present value of estimated fair value of contingent earn-out consideration 3 Total purchase price consideration $ 2,253 The fair value of the net assets acquired was allocated as follows: Net Digital Media Net Broadcast Total Assets Acquired Assets Acquired Net Assets (Dollars in thousands) Assets Property and equipment $ 373 $ 348 $ 721 Broadcast licenses - 652 652 Goodwill 6 - 6 Customer lists and contracts 322 - 322 Domain and brand names 99 - 99 Subscriber base and lists 471 - 471 Non-compete agreements 10 - 10 $ 1,281 $ 1,000 $ 2,281 Liabilities Contract liabilities, short-term (28 ) - (28 ) $ 1,253 $ 1,000 $ 2,253 Divestitures On September 27, 2019, we closed on the exchange of radio station KKOL-AM, in Seattle, Washington for KPAM-AM in Portland, Oregon. No cash was exchanged for the assets. We recognized a non-cash pre-tax loss of $1.3 million on the exchange based on the estimated fair value of KPAM-AM as compared to the carrying value of KKOL-AM and the closing costs. The accompanying Condensed Consolidated S tatements of Operations excludes the tatements of Operations On September 26, 2019, we sold radio stations WWMI-AM and WLCC-AM in Tampa, Florida and WZAB-AM and WOCN-AM (formerly WKAT-AM) in Miami, Florida for $8.2 million in cash. We recognized a pre-tax loss of $4.7 million, which reflects the sales price as compared to the carrying value of the assets of the radio stations and the closing costs. We received $0.4 million in cash upon closing. The remaining $7.8 million in cash was held in escrow until October 23, 2019 pending finalization of the assignment applications with the Federal Communications Commission (“FCC”). The accompanying Condensed Consolidated S tatements of Operations excludes On September 18, 2019, we sold radio station WDYZ-AM (formerly WORL-AM) in Orlando, Florida for $0.9 million in cash. We recognized a pre-tax loss of $1.6 million, which reflects the sales price as compared to the carrying value of the radio station assets and the closing costs. The accompanying Condensed Consolidated S tatements of Operations excludes the 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 gain of $0.4 million reflecting the sales price as compared to the carrying value of the land. On May 14, 2019, we sold radio station WSPZ-AM (previously WWRC-AM) in Washington D.C. for $0.8 million in cash. The buyer began programming the station under a Time Brokerage Agreement (“TBA”) on April 12, 2019. We recorded an estimated pre-tax loss of $3.8 million on March 19, 2019, based on our plan to sell the station and the probability of the sale, which reflected the sales price as compared to the carrying value of the radio station assets and the estimated closing costs. We recorded an additional loss of $32,000 at closing based on the actual costs incurred. The accompanying Condensed Consolidated Statements of Operations excludes the operating results of this station as of TBA date from the broadcast operating segment. On March 21, 2019, we sold Newport Natural Health, an e-commerce website operated by Eagle Wellness for $0.9 million in cash. We recognized a pre-tax gain of $0.1 million associated with the sale reflecting the sales price as compared to the carrying value of the assets and the closing costs. The accompanying Condensed Consolidated S tatements of Operations excludes 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 loss of $0.2 million associated with the sale reflecting the sales price as compared to the carrying value of the assets and the closing costs. The accompanying Condensed Consolidated S tatements of Operations excludes On February 27, 2019, we sold HumanEvents.com, a conservative opinion website for $0.3 million in cash. We recognized a pre-tax loss of $0.2 million associated with the sale reflecting the sales price as compared to the carrying value of the assets and the closing costs. The accompanying Condensed Consolidated S tatements of Operations excludes Other Transactions On April 30, 2018, we ceased programming radio station KHTE-FM, in Little Rock, Arkansas. We programmed the station under a TBA beginning on April 1, 2015. We had the option to acquire the station for $1.2 million in cash during the TBA period. We paid the licensee a $0.1 million fee for not exercising our purchase option for the station. The accompanying Condensed Consolidated Statements of Operations reflect the operating results of this station during the TBA period within the broadcast operating segment. Pending Transactions On August 13, 2019, we entered into an agreement to sell radio stations WAFS-AM in Atlanta, Georgia, WWDJ-AM in Boston, Massachusetts, WHKZ-AM in Cleveland, Ohio, KEXB-AM (formerly KTNO-AM) in Dallas, Texas, KDMT-AM in Denver, Colorado, KTEK-AM in Houston, Texas, KRDY-AM in San Antonio, Texas and KXFN-AM and WSDZ-AM in St. Louis, Missouri for $8.7 million in cash. We recognized an estimated pre-tax loss of $9.9 million in the third quarter of 2019, which reflects the sales price as compared to the carrying value of the assets of the radio stations and the estimated closing costs. This transaction is subject to the approval of the FCC and is expected to close in the fourth quarter of 2019. On January 3, 2017, Word Broadcasting began operating our Louisville radio stations (WFIA-AM; WFIA-FM; WGTK-AM) under a twenty-four month TBA. We received $0.5 million in cash associated with an option for Word Broadcasting Network to acquire the radio stations during the term. In December 2018, Word Broadcasting notified us of their intent to purchase our Louisville radio stations. The TBA contained an extension clause that allowed Word Broadcasting to continue operating the station until the purchase agreement was executed and the transaction closed. On June 28, 2019, the TBA was amended to include an additional 24 months under which Word Broadcasting will program the radio stations with the option to acquire the stations extended to December 31, 2020. |
Contingent Earn-Out Considerati
Contingent Earn-Out Consideration | 9 Months Ended |
Sep. 30, 2019 | |
Contingent Earn Out Consideration [Abstract] | |
Contingent Earn-Out Consideration | NOTE 4. CONTINGENT EARN-OUT CONSIDERATION Our acquisitions may include contingent earn-out consideration as part of the purchase price under which we will make future payments to the seller upon the achievement of certain benchmarks. The fair value of the contingent earn-out consideration is estimated as of the acquisition date at the present value of the expected contingent payments to be made using a probability-weighted discounted cash flow model for probabilities of possible future payments. The present value of the expected future payouts is accreted to interest expense over the earn-out period. The fair value estimates use unobservable inputs that reflect our own assumptions as to the ability of the acquired business to meet the targeted benchmarks and discount rates used in the calculations. The unobservable inputs are defined in FASB ASC Topic 820, Fair Value Measurements and Disclosures, We review the probabilities of possible future payments to the estimated fair value of any contingent earn-out consideration on a quarterly basis over the earn-out period. Actual results are compared to the estimates and probabilities of achievement used in our forecasts. Should actual results of the acquired business increase or decrease as compared to our estimates and assumptions, the estimated fair value of the contingent earn-out consideration liability will increase or decrease, up to the contracted limit, as applicable. Changes in the estimated fair value of the contingent earn-out consideration are reflected in our results of operations in the period in which they are identified. Changes in the estimated fair value of the contingent earn-out consideration may materially impact and cause volatility in our operating results. InvestmentHouse.com We acquired the InvestmentHouse.com website and the related financial newsletter assets and deferred subscription liabilities on June 6, 2019. We paid $0.6 million in cash upon closing and 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 $2,500, which approximated the present value based on the earn-out period of less than twelve months. We will review the fair value of the contingent earn-out consideration quarterly over the earn-out period to compare actual revenues achieved and projected to the estimated revenues used in our forecasts. Any changes in the estimated fair value of the contingent earn-out consideration will be reflected in our results of operations in the period they are identified. Hilary Kramer Financial Newsletters We acquired the Hilary Kramer Financial Newsletters and related assets on August 9, 2018. We paid $0.4 million in cash upon closing and may pay up to an additional $0.1 million in contingent earn-out consideration over the next two years upon the achievement of income benchmarks as part of the purchase agreement. Using a probability-weighted discounted cash flow model based on our own assumptions as to the ability of Hilary Kramer Financial Newsletters to achieve the income targets at the time of closing, we estimated the fair value of the contingent earn-out consideration to be $40,617, which was recorded at the discounted present value of $39,360. The discount will be accreted to interest expense over the two year earn-out period. We review the fair value of the contingent earn-out consideration quarterly over the earn-out period to compare actual revenues achieved and projected to the estimated revenues used in our forecasts. Any changes in the estimated fair value of the contingent earn-out consideration will be reflected in our results of operations in the period they are identified, up to the maximum future value outstanding under the contract of $0.1 million. Just1Word Mobile Application We acquired the Just1Word mobile application and related assets on August 7, 2018. We paid $0.3 million in cash upon closing and may pay up to an additional $0.1 million in contingent earn-out consideration over the next two years upon the achievement of income benchmarks as part of the purchase agreement. Using a probability-weighted discounted cash flow model based on our own assumptions as to the ability of Just1Word to achieve the income targets at the time of closing, we estimated the fair value of the contingent earn-out consideration to be $12,750, which was recorded at the discounted present value of $12,212. The discount will be accreted to interest expense over the two year earn-out period. We review the fair value of the contingent earn-out consideration quarterly over the earn-out period to compare actual revenues achieved and projected to the estimated revenues used in our forecasts. Any changes in the estimated fair value of the contingent earn-out consideration will be reflected in our results of operations in the period they are identified, up to the maximum future value outstanding under the contract of $0.1 million. We recorded an increase of $4,000 in the estimated fair value of the contingent earn-out consideration that is reflected in our results of operations for the period ended December 31, 2018. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | NOTE 5. REVENUE RECOGNITION We recognize revenue in accordance with ASC Topic 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 Topic 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 Topic 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: We capitalize commissions paid to sales personnel in our self-publishing business when customer contracts are signed and advance payment is received. These capitalized costs are recorded as prepaid commission expense in the Consolidated Balance Sheets. The amount capitalized is incremental to the contract and would not have been incurred absent the execution of the customer contract. Commissions paid upon the initial acquisition of a contract are expensed at the point in time that related revenue is recognized. Prepaid commission expenses are periodically reviewed for impairment. At September 30, 2019, our prepaid commission expense was $0.6 million. 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 for which some customers have purchased and paid for multiple years. Significant changes in our contract liabilities 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 (7,145 ) — Additional amounts recognized during the period 14,392 590 Revenue recognized during the period that was recorded during the period (9,569 ) — Transfers 162 (162 ) Balance, end of period September 30, 2019 $ 9,377 $ 1,807 Amount refundable at beginning of period $ 11,410 $ 1,379 Amount refundable at end of period $ 9,287 $ 1,807 We expect to satisfy these performance obligations as follows: For the Twelve Months Ended September 30, Amount (Dollars in thousands) 2020 $ 9,377 2021 667 2022 601 2023 248 2024 126 Thereafter 165 $ 11,184 Significant Financing Component The length of our typical sales agreement is less than 12 months, however, we may sell subscriptions with two-year terms. The balance of our long-term contract liabilities represent the unsatisfied performance obligations for subscriptions with a remaining term in excess of one year. We review long-term contract liabilities that are expected to be completed in excess of one year to assess whether the contract contains a significant financing component. The balance includes subscriptions that will be satisfied at various dates between October 1, 2020 and September 30, 2024. The difference between the promised consideration and the cash selling price of the publications is not significant. Therefore, we have concluded that subscriptions do not contain a significant financing component under ASC Topic 606. 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 Topic 606. Variable Consideration 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 level of donations or revenue to our customer, the consideration that we expect to be entitled to may vary above a minimum base level per the contract. Historically, under ASC Topic 605, we reported variable consideration as revenue when the amount was fixed and determinable. Under ASC Topic 606, variable consideration is to be estimated using the expected value or the most likely amount to the extent it is probable that a significant reversal will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Based on the constraints for using estimates of variable consideration within ASC Topic 606, and our historical experience with these campaigns, we 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 Trade and barter revenues and expenses were as follows: Three Months Ended Nine Months Ended September 30, September 30, 2018 2019 2018 2019 (Dollars in thousands) Net broadcast barter revenue $ 1,384 $ 1,366 $ 4,915 $ 4,080 Net digital media barter revenue — — 93 — Net publishing barter revenue 3 17 10 33 Net broadcast barter expense $ 1,458 $ 1,199 $ 4,211 $ 3,667 Net digital media barter expense 3 — 3 — Net publishing barter expense 7 5 9 6 We elected the following policies permitted under ASC Topic 606: • 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. The following table presents our revenues disaggregated by revenue source for each of our three operating segments: Nine Months Ended September 30, 2019 Broadcast Digital Media Publishing Consolidated (Dollars in thousands) By Source of Revenue: Block Programming - National $ 36,517 $ — $ — $ 36,517 Block Programming - Local 22,867 — — 22,867 Spot Advertising - National 11,956 — — 11,956 Spot Advertising - Local 38,467 — — 38,467 Infomercials 1,091 — — 1,091 Network 13,923 — — 13,923 Digital Advertising 8,558 15,136 290 23,984 Digital Streaming 557 2,947 — 3,504 Digital Downloads and eBooks — 4,196 1,232 5,428 Subscriptions 825 6,076 581 7,482 Book Sales and e-commerce, net of estimated sales returns and allowances 294 468 9,342 10,104 Self-Publishing Fees — — 4,258 4,258 Print Advertising 25 — 474 499 Other Revenues 7,774 526 885 9,185 $ 142,854 $ 29,349 $ 17,062 $ 189,265 Timing of Revenue Recognition Point in Time $ 141,161 $ 29,301 $ 17,062 $ 187,524 Rental Income (1) 1,693 48 — 1,741 $ 142,854 $ 29,349 $ 17,062 $ 189,265 (1) Rental income is not applicable to ASC Topic 606, but shown for the purpose of identifying each revenue source presented in total revenue on our Condensed Consolidated Financial Statements within this report on Form 10-Q. A summary of each of our revenue streams under ASC Topic 606 is as follows: Block Programming . We recognize revenue from the sale of blocks of air time to program producers that typically range from 12 1 2 Spot Advertising . We recognize revenue from the sale of air time to local and national advertisers who purchase spot commercials of varying lengths. Spot Advertising may include variable consideration for charities and programmers that purchase spots to generate donations and contributions from our audience. Advertising revenue is recognized at the time of broadcast, which represents the point in time that control is transferred to the customer thereby completing our performance obligation. 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. Network Revenue . Network revenue includes the sale of advertising time on our national network and fees earned from the syndication of programming on our national network. Network revenue is recognized at the time of broadcast, which represents the point in time that control is transferred to the customer thereby completing our performance obligation. Network revenue is recorded on a gross basis unless an agency represents the customer, in which case, revenue is reported net of the commission retained by the agency. Digital Advertising. We recognize revenue from the sale of banner advertising on our owned and operated websites and on our own and operated mobile applications. Each of our radio stations, our digital media entities and certain publishing entities have custom websites and mobile applications that generate digital advertising revenue. Digital advertising revenue is recognized at the time that the banner display is delivered, or the number of impressions delivered meets the advertiser’s previously agreed-upon performance criteria, which represents the point in time that control is transferred to the customer thereby completing our performance obligation. Digital advertising 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. 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 Salem Surround, a national multimedia advertising agency with locations in 35 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 . We recognize revenue from the sale of advertisements and from the placement of ministry content that is streamed on our owned and operated websites and on our owned and operated mobile applications. Each of our radio stations, our digital media entities and certain publishing entities have custom websites and mobile applications that generate streaming revenue. Digital streaming revenue is recognized at the time that the content is delivered, or when the number of impressions delivered meets our customer’s previously agreed-upon performance criteria. Delivery of the content represents the point in time that control is transferred to the customer thereby completing our performance obligation. Streaming 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. Digital Downloads and e-books . We recognize revenue from sale of downloaded materials, including videos, song tracks, sermons, content archives and e-books. Payments for downloaded materials are due in advance of the download, however, the download is often instant upon confirmation of payment. Digital download revenue is recognized at the time of download, which represents the point in time that control is transferred to the customer thereby completing our performance obligation. Revenue is recorded at the gross amount due from the customer. All sales are final with no allowances made for returns. Subscriptions . We recognize revenue from the sale of subscriptions for financial publication digital newsletters, digital magazines, podcast subscriptions for on-air content, and subscriptions to our print magazine. Subscription terms typically range from three months to two years, with a money-back guarantee for the first 30 days. Refunds after the first 30 day period are considered on a pro-rata basis based on the number of publications issued and delivered. Payments are due in advance of delivery and can be made in full upon subscribing or in quarterly installments. Cash received in advance of the subscription term, including amounts that are refundable, is recorded in contract labilities. Revenue is recognized ratably over the subscription term at the point in time that each publication is transmitted or shipped, which represents the point in time that control is transferred to the customer thereby completing our performance obligation. Revenue is reported net of estimated cancellations, which are based on our experience and historical cancellation rates during the cancellable period. Book Sales . We recognize revenue from the sale of books upon shipment, which represents the point in time that control is transferred to the customer thereby completing the performance obligation. Revenue is recorded at the gross amount due from the customer, net of estimated sales returns and allowances based on our historical experience. Major new title releases represent a significant portion of the revenue in the current period. Print-based consumer books are sold on a fully-returnable basis. We do not record assets or inventory for the value of returned books as they are considered used regardless of the condition returned. Our experience with unsold or returned books is that their resale value is insignificant and they are often destroyed or disposed of. e-Commerce . We recognize revenue from the sale of products sold through our digital platform. Payments for products are due in advance of shipping. We record a contract liability for customer payments received in advance of shipment. The time frame from the receipt of payment to shipment is typically one business day based on the time that an order is placed as compared to fulfillment. E-Commerce revenue is recognized at the time of shipment, which represents the point in time that control is transferred to the customer thereby completing our performance obligation. Revenue is reported net of estimated returns, which are based on our experience and historical return rates. Returned products are recorded in inventory if they are unopened and re-saleable with a corresponding reduction in the cost of goods sold. Self-Publishing Fees . We recognize revenue from self-publishing services through Salem Author Services (“SAS”), including book publishing and support services to independent authors. Services include book cover design, interior layout, printing, distribution, marketing services and editing for print books and eBooks. As each book and related support services are unique to each author, authors must make payments in advance of the performance. Payments are typically made in installments over the expected production time line for each publication. We record contract liabilities equal to the amount of payments received, including those amounts that are fully or partially refundable. Contract liabilities were historically recorded under the caption “deferred revenue” and are reported as current liabilities or long-term liabilities on our consolidated financial statements based on the time to fulfill the performance obligations under terms of the contract. Refunds are limited based on the percentage completion of each publishing project. 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 . Other revenues include various sources, such as event revenue, listener purchase programs, talent fees for on-air hosts, rental income for studios and towers, production services, and shipping and handling fees. We recognize event revenue, including fees earned for ticket sales and sponsorships, when the event occurs, which represents the point in time that control is transferred to the customer thereby completing our performance obligation. Revenue for all other products and services is recorded as the products or services are delivered or performed, which represents the point in time that control is transferred to the customer thereby completing our performance obligation. Other 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. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 6. INVENTORIES Inventories consist of finished goods including books from Regnery ® The following table provides details of inventory on hand by segment: December 31, 2018 September 30, 2019 (Dollars in thousands) Regnery® Publishing book inventories $ 1,317 $ 1,912 Reserve for obsolescence – Regnery® Publishing (930 ) (1,263 ) Inventory, net - Regnery® Publishing 387 649 Newport Natural Health Wellness products $ 354 $ — Reserve for obsolescence –Wellness products (64 ) — Inventory, net –Wellness products 290 — Consolidated inventories, net $ 677 $ 649 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 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 As of September 30, 2019 (Dollars in thousands) Land $ 31,822 $ 30,913 Buildings 30,104 30,009 Office furnishings and equipment 36,756 36,758 Antennae, towers and transmitting equipment 85,998 78,055 Studio, production and mobile equipment 29,040 29,059 Computer software and website development costs 27,603 27,914 Record and tape libraries 17 12 Automobiles 1,570 1,453 Leasehold improvements 19,357 18,665 Construction-in-progress 4,833 5,957 $ 267,100 $ 258,795 Less accumulated depreciation (170,756 ) (170,478 ) $ 96,344 $ 88,317 Depreciation expense was approximately $2.7 million and $3.0 million for the three month periods ended September 30, 2019 and 2018, respectively, and $8.5 million and $9.1 million for the nine month periods ended September 30, 2019 and 2018, respectively. 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 September 30, 2019. |
Operating and Finance Lease Rig
Operating and Finance Lease Right-of-Use Assets | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Operating and Finance Lease Right-of-Use Assets | NOTE 8. OPERATING AND FINANCE LEASE RIGHT-OF-USE ASSETS Leasing Transactions Our leased assets include offices and studios, transmitter locations, antenna sites, tower and tower sites or land. We lease certain property from our principal stockholders or trusts and partnerships created for the benefit of the principal stockholders and their families. These leases are designated as Related Party leases in the details provided. Operating leases are reflected on our balance sheet within operating lease ROU assets and the related current and non-current operating lease liabilities. ROU assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from lease agreement. Operating lease ROU assets and liabilities are recognized at the commencement date, or the date on which the lessor makes the underlying asset available for use, based upon the present value of the lease payments over the respective lease term. Lease expense is recognized on a straight-line basis over the lease term, subject to any changes in the lease or expectation regarding the terms. Variable lease costs such as common area maintenance, property taxes and insurance are expensed as incurred. Balance Sheet The adoption of ASC 842 resulted in recording a non-cash transitional adjustment to operating lease ROU assets and operating lease liabilities of $65.0 million and $74.4 million, respectively. The difference between the operating lease ROU assets and operating lease liabilities at transition represented existing deferred rent expense and prepaid rent that was derecognized upon adoption. During the nine month period ended September 30, 2019, we recorded additional ROU assets and corresponding lease liabilities of $1.9 million. Supplemental balance sheet information related to leases was as follows: September 30, 2019 (Dollars in thousands) Operating Leases Related Party Other Total Operating leases ROU assets $ 8,224 $ 48,576 $ 56,800 Operating lease liabilities (current) 945 7,246 8,191 Operating lease liabilities (non-current) 7,462 48,881 56,343 Total operating lease liabilities $ 8,407 $ 56,127 $ 64,534 Weighted Average Remaining Lease Term Operating leases 8.8 years Finance leases 3.4 years Weighted Average Discount Rate Operating leases 8.20% Finance leases 4.54% Lease Expense The components of lease expense were as follows: Nine Months Ended September 30, 2019 (Dollars in thousands) Amortization of finance lease ROU Assets $ 77 Interest on finance lease liabilities 7 Finance lease expense 84 Operating lease expense 10,389 Variable lease expense 712 Short-term lease expense 629 Total lease expense $ 11,814 Supplemental Cash Flow Supplemental cash flow information related to leases was as follows: Nine Months Ended September 30, 2019 (Dollars in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 10,791 Operating cash flows from finance leases 11 Financing cash flows from finance leases 65 Leased assets obtained in exchange for new operating lease liabilities $ 1,854 Leased assets obtained in exchange for new finance lease liabilities 14 Maturities Future minimum lease payments required under leases that have initial or remaining non-cancelable lease terms in excess of one year as of September 30, 2019, are as follows: Operating Leases Related Party Other Total Finance Leases Total (Dollars in thousands) 2019 (Oct-Dec) $ 416 $ 1,959 $ 2,375 $ 75 $ 2,450 2020 1,602 12,587 14,189 58 14,247 2021 1,619 11,485 13,104 45 13,149 2022 1,612 9,981 11,593 30 11,623 2023 1,169 8,909 10,078 8 10,086 Thereafter 6,112 37,992 44,104 — 44,104 Undiscounted Cash Flows $ 12,530 $ 82,913 $ 95,443 $ 216 $ 95,659 Less: imputed interest (4,123 ) (26,786 ) (30,909 ) (14 ) (30,923 ) Total $ 8,407 $ 56,127 $ 64,534 $ 202 $ 64,736 Reconciliation to lease liabilities: Lease liabilities - current $ 945 $ 7,246 $ 8,191 $ 69 $ 8,260 Lease liabilities - long-term 7,462 48,881 56,343 133 56,476 Total Lease Liabilities $ 8,407 $ 56,127 $ 64,534 $ 202 $ 64,736 Future minimum lease payments under leases that had initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2018, based on the former accounting guidance for leases, were as follows: 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 | 9 Months Ended |
Sep. 30, 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 legal, competitive, economic or other factors that materially limit the useful life of our broadcast licenses. At September 30, 2019, we performed an interim review of broadcast licenses for certain markets with revenues that were trending below the forecasted amounts used in the 2018 year-end valuations. We also noted station sales that indicate potential declines in market-dependent multiples. We believe that the downward trend noted during the third quarter of 2019 was more likely to prevail throughout the remainder of 2019 as compared to prior periods when the trend was not as prevalent. We performed an assessment of the amount by which the prior year estimated fair value exceeded the carrying value of the broadcast license and the year-to-date market revenues as compared to the forecasted market revenue used in the prior year valuation under the start-up income approach. 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 15 – Fair Value Measurements. 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 7 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 in which the only asset owned by the station as of the valuation date is the broadcast license. This approach eliminates factors that are unique to our operation of the station, including its format and historical financial performance. The method then assumes the entity has to purchase, build, or rent all of the other assets needed to operate a comparable station to the one in which the broadcast license is being utilized as of the valuation date. Cash flows are estimated and netted against all start-up costs, expenses and investments necessary to achieve a normalized and mature state of operations, thus reflecting only the cash flows directly attributable to the broadcast license. A multi-year discounted cash flow approach is then used to determine the net present value of these cash flows to derive an indication of fair value. For cash flows beyond the projection period, a terminal value is calculated using the Gordon constant growth model and long-term industry growth rate assumptions based on long-term industry growth and Gross Domestic Product (“GDP”) inflation rates. 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” period to reach normalized operations, (which was assumed to be three years), (5) estimated start-up costs (based on market size), (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 our broadcast licenses were as follows: Broadcast Licenses December 31, 2018 September 30, 2019 Risk-adjusted discount rate 9.0% 9.0% Operating profit margin ranges 4.4% - 34.5% 4.3% - 30.7% Long-term revenue growth rates 0.5% - 1.2% 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 four of our market clusters were impaired as of the interim testing period ending September 30, 2019. We recorded an impairment charge of $1.9 million to the value of broadcast licenses in Louisville, Philadelphia, Portland and San Francisco. The impairment charges were driven in part by decreases in the projected long-term revenue growth rates in certain markets or by overall market performance during the first nine months of 2019 that was below the market participant estimates used in the year-end valuations in certain markets. We believe that these decreases are 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 interim impairment testing under the start-up income approach at September 30, 2019: Market Cluster Excess Fair Value September 30, 2019 Estimate Cleveland, OH 1.5% Little Rock 15.1% Louisville, KY (15.2)% Philadelphia, PA (0.8)% Portland, OR (2.2)% Sacramento, CA 6.6% San Francisco, CA (3.4)% The following table presents the changes in broadcasting licenses that include acquisitions and divestitures of radio stations and FM translator . Broadcast Licenses Twelve Months Ended December 31, 2018 Nine Months Ended September 30, 2019 (Dollars in thousands) Balance before cumulative loss on impairment, beginning of period $ 486,455 $ 484,691 Accumulated loss on impairment, beginning of period (105,541 ) (108,375 ) Balance after cumulative loss on impairment, beginning of period 380,914 376,316 Acquisitions of radio stations 6,270 616 Acquisitions of FM translators and construction permits 19 335 Abandoned capital projects (40 ) — Dispositions of radio stations (8,013 ) (34,998 ) Impairments based on the estimated fair value of broadcast licenses (2,834 ) (1,915 ) Balance before cumulative loss on impairment, end of period 484,691 444,274 Accumulated loss on impairment, end of period (108,375 ) (103,920 ) Balance after cumulative loss on impairment, end of period $ 376,316 $ 340,354 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 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 and dispositions as discussed in Note 3 of our Condensed Consolidated Financial Statements. Goodwill Twelve Months Ended December 31, 2018 Nine Months Ended September 30, 2019 (Dollars in thousands) Balance before cumulative loss on impairment, beginning of period $ 28,453 $ 28,818 Accumulated loss on impairment, beginning of period (2,029 ) (2,029 ) Balance after cumulative loss on impairment, beginning of period 26,424 26,789 Acquisitions of radio stations 7 — Acquisitions of digital media entities 986 6 Dispositions of radio stations (628 ) (29 ) Dispositions of digital media entities — (341 ) Balance before cumulative loss on impairment, end of period 28,818 28,454 Accumulated loss on impairment, end of period (2,029 ) (2,029 ) Balance after cumulative loss on impairment, end of period $ 26,789 $ 26,425 |
Other Indefinite-Lived Intangib
Other Indefinite-Lived Intangible Assets | 9 Months Ended |
Sep. 30, 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 are not aware of any legal, competitive, economic or other factors that materially limit the useful life of our mastheads. Intangibles—Goodwill and Other |
Amortizable Intangible Assets
Amortizable Intangible Assets | 9 Months Ended |
Sep. 30, 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 September 30, 2019 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 23,833 $ (21,510 ) $ 2,323 Domain and brand names 20,332 (17,347 ) 2,985 Favorable and assigned leases 2,188 (1,911 ) 277 Subscriber base and lists 9,886 (7,988 ) 1,898 Author relationships 2,771 (2,571 ) 200 Non-compete agreements 2,041 (1,758 ) 283 Other amortizable intangible assets 1,666 (1,462 ) 204 $ 62,717 $ (54,547 ) $ 8,170 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 agreements 2,048 (1,641 ) 407 Other amortizable intangible assets 1,666 (1,378 ) 288 $ 64,444 $ (53,180 ) $ 11,264 Amortization expense was approximately $1.1 million and $1.6 million for the three month periods ended September 30, 2019 and 2018, respectively, and $3.5 million and $4.6 million for the nine month periods ended September 30, 2019 and 2018, respectively. Based on the amortizable intangible assets as of September 30, 2019, we estimate amortization expense for the next five years to be as follows: Year Ended December 31, Amortization Expense (Dollars in thousands) 2019 (Oct – Dec) $ 1,069 2020 3,265 2021 1,783 2022 1,146 2023 627 Thereafter 280 Total $ 8,170 |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Sep. 30, 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 $15.7 million per year in interest on the Notes. As of September 30, 2019, accrued interest on the Notes was $5.2 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 interest expense over the life of the Notes using the effective interest method. During the three and nine month periods ended September 30, 2019, $0.2 million and $0.6 million, respectively, of debt issuance costs associated with the Notes was amortized to interest expense. During the three and nine month periods ended September 30, 2018, $0.2 million and $0.7 million, respectively of debt issuance costs associated with the Notes was amortized to interest expense. 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) 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 $ 23,100 $ 21,566 $ 461 $ 1,074 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 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 2021 would result in all outstanding borrowings subject to the higher base rate borrowing. We expect to amend the ABL prior to the LIBOR phaseout based on the ABL maturity date of May 19, 2022. 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 September 30, 2019, the amount available under the ABL was $26.2 million of which $18.1 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 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. If an event of default occurs and is continuing, the Administrative Agent and the Lenders may accelerate the amounts outstanding under the ABL Facility and may exercise remedies in respect of the collateral. We incurred debt issue costs of $0.8 million that were recorded as an asset and are being amortized to non-cash interest expense over the term of the ABL Facility using the effective interest method. During the three and nine month periods ended September 30, 2019, $50,000 and $0.2 million, respectively, of debt issue costs associated with the Notes was amortized to interest expense. During the three and nine month periods ended September 30, 2018, $53,000 and $0.2 million of debt issue costs associated with the Notes was recognized as interest expense. At September 30, 2019, the blended interest rate on amounts outstanding under the ABL Facility was 4.11%. 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 As of September 30, 2019 (Dollars in thousands) 6.75% Senior Secured Notes $ 238,570 $ 231,900 Less unamortized debt issuance costs based on imputed interest rate of 7.08% (4,540 ) (3,809 ) 6.75% Senior Secured Notes net carrying value 234,030 228,091 Asset-Based Revolving Credit Facility principal outstanding 19,660 18,065 Total long-term debt less unamortized debt issuance costs 253,690 246,156 Less current portion (19,660 ) (18,065 ) Long-term debt less unamortized debt issuance costs, net of current portion $ 234,030 $ 228,091 In addition to the outstanding amounts listed above, we also have interest payments related to our long-term debt as follows as of September 30, 2019: • $18.1 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; • $231.9 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 Principal repayment requirements under all long-term debt agreements outstanding at September 30, 2019 for each of the next five years and thereafter are as follows: Amount For the Twelve Months Ended September 30, (Dollars in thousands) 2020 $ 18,065 2021 — 2022 — 2023 — 2024 231,900 Thereafter — $ 249,965 |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments | NOTE 14. DERIVATIVE INSTRUMENTS We are exposed to market risk from changes in interest rates. We actively monitor these fluctuations and may use derivative instruments . 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 September 30, 2019, we did not have any outstanding derivative instruments. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 15. FAIR VALUE MEASUREMENTS 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 —quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date; • Level 2 Inputs —inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. If the asset or liability has a specified (contractual) term, a Level 2 input must be observable for substantially the full term of the asset or liability; and • Level 3 Inputs —unobservable inputs for the asset or liability. These unobservable inputs reflect the entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances (which might include the reporting entity’s own data). 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 September 30, 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 September 30, 2019 was $231.9 million compared to the estimated fair value of $202.3 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 basis that are adjusted to fair value only when the carrying values exceed the fair values. The categorization of the framework used to price the assets is considered Level 3 due to the subjective nature of the unobservable inputs used when estimating the fair value. The following table summarizes the fair value of our financial assets and liabilities that are measured at fair value: September 30, 2019 Carrying Value Fair Value Measurement Category on Balance Sheet Level 1 Level 2 Level 3 (Dollars in thousands) Assets Estimated fair value of other indefinite-lived intangible assets $ 277 — — $ 277 Liabilities: Estimated fair value of contingent earn-out consideration included in accrued expenses 19 — — 19 Long-term debt less unamortized debt issuance costs 246,156 — 216,589 — |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 16. 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. On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017. We calculated the impact of the Act in our year ending December 31, 2018 income tax provision in accordance with our understanding of the Act and guidance available as of the date of our Form 10-K filing. At December 31, 2018, we had net operating loss carryforwards for federal income tax purposes of approximately $148.1 million that expire in 2021 through 2038 and for state income tax purposes of approximately $783.8 million that expire in years 2019 through 2038. For financial reporting purposes at December 31, 2018, we had a valuation allowance of $5.4 million, net of federal benefit, to offset the deferred tax assets related to the state net operating loss carryforwards. Our evaluation was performed for tax years that remain subject to examination by major tax jurisdictions, which range from 2014 through 2017. As a result of our adjusted cumulative three-year pre-tax book loss as of September 30, 2019, we performed an assessment of positive and negative evidence with respect to the realization of our net deferred tax assets. This assessment included the evaluation of scheduled reversals of deferred tax liabilities, the availability of carryforwards and estimates of projected future taxable income. Based on this assessment, we concluded that additional deferred tax assets of $5.4 million are not more likely than not to be realized. As such, an additional valuation allowance of $5.4 million for a total valuation allowance of $10.8 million, is recorded for the period ended September 30, 2019. The amortization of our indefinite-lived intangible assets for tax purposes, but not for book purposes, creates deferred tax liabilities. A reversal of deferred tax liabilities may occur when indefinite-lived intangibles: (1) become impaired; or (2) are sold, which would typically only occur in connection with the sale of the assets of a station or groups of stations or the entire company in a taxable transaction. Due to the amortization for tax purposes and not book purposes of our indefinite-lived intangible assets, we expect to continue to generate deferred tax liabilities in future periods exclusive of any impairment losses in future periods. These deferred tax liabilities and net operating loss carryforwards result in differences between our provision for income tax and cash paid for taxes. Valuation Allowance (Deferred Taxes) For financial reporting purposes a valuation allowance of $10.8 million offsets deferred tax assets at September 30, 2019. We regularly review our financial forecasts to determine our ability to utilize the net operating loss carryforwards for tax purposes. Accordingly, the valuation allowance is adjusted periodically based on our estimate of the benefit the company will receive from such carryforwards. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 17. 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 consideration representing the estimated fair value of future liabilities associated with acquisitions that may have additional payments due upon the achievement of certain performance targets. The fair value of the contingent earn-out consideration is estimated as of the acquisition date as the present value of the expected contingent payments as determined using weighted probabilities of the expected payment amounts. We review the probabilities of possible future payments to estimate the fair value of any contingent earn-out consideration on a quarterly basis over the earn-out period. Actual results are compared to the estimates and probabilities of achievement used in our forecasts. Should actual results of the acquired business increase or decrease as compared to our estimates and assumptions, the estimated fair value of the contingent earn-out consideration liability will increase or decrease, up to the contracted limit, as applicable. Changes in the estimated fair value of the contingent earn-out consideration are reflected in our results of operations in the period in which they are identified. Changes in the estimated fair value of the contingent earn-out consideration may materially impact and cause volatility in our operating results. The Company and its subsidiaries, incident to its business activities, are parties to a number of legal proceedings, lawsuits, arbitration and other claims. Such matters are subject to many uncertainties and outcomes that are not predictable with assurance. 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 condensed consolidated financial position, results of operations or cash flows. |
Stock Incentive Plan
Stock Incentive Plan | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Incentive Plan | NOTE 18. STOCK INCENTIVE PLAN Our Amended and Restated 1999 Stock Incentive Plan (the “Plan”) provides for grants of equity-based awards to employees, non-employee directors and officers, and advisors of the company (“Eligible Persons”). The Plan is designed to promote the interests of the company using equity investment interests to attract, motivate, and retain individuals. 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. 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 blackout periods. Insiders may participate in plans established pursuant to Rule 10b5-1 under the Exchange Act that allow them to exercise awards subject to pre-established criteria. We recognize non-cash stock-based compensation expense based on the estimated fair value of awards in accordance with FASB ASC Topic 718 Compensation—Stock Compensation Three Months Ended September 30, Nine Months Ended September 30, 2018 2019 2018 2019 (Dollars in thousands) Stock option compensation expense included in unallocated corporate expenses $ 120 $ 43 $ 220 $ 229 Restricted stock shares compensation expense included in unallocated corporate expenses — 100 — 523 Stock option compensation expense included in broadcast operating expenses 40 20 82 88 Restricted stock shares compensation expense included in broadcast operating expenses — — — 383 Stock option compensation expense included in digital media operating expenses 27 12 50 58 Stock option compensation expense included in publishing operating expenses 4 2 11 8 Total stock-based compensation expense, pre-tax $ 191 $ 177 $ 363 $ 1,289 Tax expense for stock-based compensation expense (49 ) (46 ) (94 ) (335 ) Total stock-based compensation expense, net of tax $ 142 $ 131 $ 269 $ 954 Stock Option and Restricted Stock Grants Eligible employees may receive stock option awards annually with the number of shares and type of instrument generally determined by the employee’s salary grade and performance level. Incentive and non-qualified stock option awards allow the recipient to purchase shares of our common stock at a set price, not to be less than the closing market price on the date of award, for no consideration payable by the recipient. The related number of shares underlying the stock option is fixed at the time of the grant. Options generally vest over a four-year period with a maximum term of five years from the vesting date. In addition, certain management and professional level employees may receive stock option awards upon the commencement of employment. The Plan also allows for awards of restricted stock, which have been granted periodically to non-employee directors of the company. Awards granted to non-employee directors are made in exchange for their services to the company as directors and therefore, the guidance in FASB ASC Topic 505-50 Equity Based Payments to Non Employees contain transfer restrictions under which they cannot be sold, pledged, transferred or assigned until the period specified in the award, generally from one to five years. 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. 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 three and nine month periods ended September 30, 2019 and 2018: Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Expected volatility n/a 41.84% 50.45% 50.07% Expected dividends n/a 7.89% 15.75% 14.91% Expected term (in years) n/a 7.4 7.7 7.7 Risk-free interest rate n/a 2.93% 1.71% 1.83% Activity with respect to the Company’s option awards during the nine month period ended September 30, 2019 is as follows: Options Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value) Outstanding at January 1, 2019 1,980,972 $ 4.63 $ 2.61 4.1 years $ — Granted 38,750 1.80 0.30 — Exercised (200 ) 2.38 2.05 — Forfeited or expired (185,050 ) 5.81 4.14 $ 2 Outstanding at September 30, 2019 1,834,472 $ 4.47 $ 2.42 3.8 years $ — Exercisable at September 30, 2019 1,264,344 $ 4.93 $ 2.79 2.5 years $ — Expected to Vest 541,337 $ 4.49 $ 2.43 3.7 years $ — 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 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. Activity with respect to the Company’s restricted stock awards during the nine month period ended September 30, 2019 is as follows: Restricted Stock Awards Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value) Outstanding at January 1, 2019 — $ — — $ — Granted 430,384 2.11 — 906 Lapsed (389,061 ) 2.07 — 919 Forfeited — — — — Outstanding at September 30, 2019 41,323 $ 2.42 1.76 $ 63 The aggregate intrinsic value represents the difference between the Company’s closing stock price on September 30, 2019 of $1.53 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 periods ended September 30, 2019 and 2018 was $0.7 million and $0.3 million, respectively. As of September 30, 2019, there was $58,000 of total unrecognized compensation cost related to non-vested stock option awards. This cost is expected to be recognized over a weighted-average period of 1.7 years. |
Equity Transactions
Equity Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Equity Transactions | NOTE 19. EQUITY TRANSACTIONS We account for stock-based compensation expense in accordance with FASB ASC Topic 718, Compensation-Stock Compensation 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 Share Cash Distributed (in thousands) 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 $6.9 million during the year ended December 31, 2019. |
Basic and Diluted Net Earnings
Basic and Diluted Net Earnings Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Earnings Per Share | NOTE 20. 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 1,834,472 and 1,989,472 shares of Class A common stock were outstanding at September 30, 2019 and 2018, respectively. Diluted weighted average shares outstanding exclude outstanding stock options whose exercise price is in excess of the average price of the company’s stock price. These options are excluded from the respective computations of diluted net income or loss per share because their effect would be anti-dilutive. |
Segment Data
Segment Data | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Data | NOTE 21. SEGMENT DATA FASB ASC Topic 280, Segment Reporting : (1) Broadcast, (2) Digital Media, and (3) Publishing, which also qualify as reportable segments. Our our We measure and evaluate our operating segments based on operating income and operating expenses that do not include allocations of costs related to corporate functions, such as accounting and finance, human resources, legal, tax and treasury, which are reported as unallocated corporate expenses in our condensed consolidated statements of operations included in this quarterly report on Form 10-Q. We also exclude costs such as amortization, depreciation, taxes and interest expense. 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 35 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. Digital Media Our digital media based businesses provide Christian, conservative, investing and health-themed content, e-commerce, audio and video streaming, and other resources digitally through the web. SWN websites include Christian content websites; BibleStudyTools.com, Crosswalk.com ® ® ® ® ® ® Our church e-commerce websites, including SermonSearch™.com, ChurchStaffing.com, WorshipHouseMedia.com, SermonSpice™.com, WorshipHouseKids.com, Preaching.com, ChristianJobs.com and Youthworker.com, offer a variety of digital resources including videos, song tracks, sermon archives and job listings to pastors and Church leaders. E-commerce also included Newport Natural Health, a seller of nutritional supplements through the date of sale on March 21, 2019. 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 ® Publishing, a traditional book publisher that Singing News ® , The table below presents financial information for each operating segment as of September 30, 2019 and 2018 based on the composition of our operating segments: Broadcast Digital Media Publishing Unallocated Corporate Expenses Consolidated (Dollars in thousands) Three Months Ended September 30, 2019 Net revenue $ 47,679 $ 9,149 $ 7,288 $ — $ 64,116 Operating expenses 37,310 7,282 6,517 4,183 55,292 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments and net (gain) loss on the disposition of assets $ 10,369 $ 1,867 $ 771 $ (4,183 ) $ 8,824 Depreciation 1,720 764 80 180 2,744 Amortization 8 929 210 — 1,147 Change in the estimated fair value of contingent earn-out consideration — (40 ) — — (40 ) Impairment of indefinite-lived long-term assets other than goodwill 1,915 — — — 1,915 Net (gain) loss on the disposition of assets 17,539 6 — — 17,545 Net operating income (loss) $ (10,813 ) $ 208 $ 481 $ (4,363 ) $ (14,487 ) Three Months Ended September 30, 2018 Net revenue $ 48,812 $ 10,397 $ 6,319 $ — $ 65,528 Operating expenses 37,158 8,021 6,210 3,987 55,376 Net operating income (loss) before depreciation, amortization and net (gain) loss on the disposition of assets $ 11,654 $ 2,376 $ 109 $ (3,987 ) $ 10,152 Depreciation 1,923 777 128 204 3,032 Amortization 9 1,370 225 — 1,604 Net (gain) loss on the disposition of assets (759 ) — — — (759 ) Net operating income (loss) $ 10,481 $ 229 $ (244 ) $ (4,191 ) $ 6,275 Broadcast Digital Media Publishing Unallocated Corporate Expenses Consolidated (Dollars in thousands) Nine Months Ended September 30, 2019 Net revenue $ 142,854 $ 29,349 $ 17,062 $ — $ 189,265 Operating expenses 111,466 22,988 17,112 12,386 163,952 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments and net (gain) loss on the disposition of assets $ 31,388 $ 6,361 $ (50 ) $ (12,386 ) $ 25,313 Depreciation 5,399 2,302 289 539 8,529 Amortization 26 2,907 633 1 3,567 Change in the estimated fair value of contingent earn-out consideration — (40 ) — — (40 ) Impairment of indefinite-lived long-term assets other than goodwill 1,915 — — — 1,915 Net (gain) loss on the disposition of assets 20,951 260 1 — 21,212 Net operating income (loss) $ 3,097 $ 932 $ (973 ) $ (12,926 ) $ (9,870 ) Nine Months Ended September 30, 2018 Net revenue $ 147,425 $ 31,051 $ 17,119 $ — $ 195,595 Operating expenses 110,151 24,792 17,319 11,938 164,200 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and net (gain) loss on the disposition of assets $ 37,274 $ 6,259 $ (200 ) $ (11,938 ) $ 31,395 Depreciation 5,692 2,346 388 650 9,076 Amortization 29 3,818 710 1 4,558 Change in the estimated fair value of contingent earn-out consideration — 72 — — 72 Net (gain) loss on the disposition of assets 4,400 — — — 4,400 Net operating income (loss) $ 27,153 $ 23 $ (1,298 ) $ (12,589 ) $ 13,289 Broadcast Digital Media Publishing Unallocated Corporate Consolidated (Dollars in thousands) As of September 30, 2019 Inventories, net $ — $ — $ 649 $ — $ 649 Property and equipment, net 73,383 6,301 817 7,816 88,317 Broadcast licenses 340,354 — — — 340,354 Goodwill 2,930 21,599 1,888 8 26,425 Other indefinite-lived intangible assets — — 277 — 277 Amortizable intangible assets, net 277 6,503 1,388 2 8,170 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 | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 22. SUBSEQUENT EVENTS On October 31, 2019, we entered into an agreement to sell radio station WBZW-AM in Orlando, Florida, and an FM translator construction permit for $0.2 million in cash. We expect to recognize a pre-tax loss of approximately $1.7 million in the fourth quarter of 2019, which reflects the sale price as compared to the carrying value of the assets less the estimated closing costs. The transaction is subject to the approval of the FCC and is expected to close in mid-2020. On October 17, 2019, we entered into a TBA with the buyer of radio station WWDJ-AM in Boston, Massachusetts, under which the buyer began programming the station on October 25, 2019. The TBA is expected to continue through the closing date. On October 17, 2019, we entered into a TBA with the buyer of radio station KEXB-AM (formerly KTNO-AM) in Dallas, Texas, under which the buyer began programming the station on October 24, 2019. The TBA is expected to continue through the closing date. On October 17, 2019, we entered into a TBA with the buyer of radio station WAFS-AM in Atlanta, Georgia, under which the buyer began programming the station on October 23, 2019. The TBA is expected to continue through the closing date. On October 17, 2019, we entered into a TBA with the buyer of radio KRDY-AM in San Antonio, Texas, under which the buyer began programming the station on October 22, 2019. The TBA is expected to continue through the closing date. 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. Subsequent events reflect all applicable transactions through the date of the filing. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 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 consideration; • fair value measurements; • contingency reserves; • allowance for doubtful accounts; • sales returns and allowances; • barter transactions; • inventory reserves; • reserves for royalty advances; • fair value of equity awards; • self-insurance reserves; • estimated lives for tangible and intangible assets; • assessment of contract-based factors, asset-based factors, entity-based factors and market-based factors to determine the lease term impacting Right-Of-Use (“ROU”) assets and lease liabilities, • determining the Incremental Borrowing Rate (“IBR”) for calculating ROU assets and lease liabilities, • income tax valuation allowances; and • uncertain tax positions These estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The estimates will change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update our assumptions and estimates on an ongoing basis and we may consult outside experts to assist as considered necessary. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. These reclassifications include the accounting for finance lease obligations under Accounting Standards Codification (“ASC”) Topic 842, Leases |
Leases | Leases We adopted ASC 842 on January 1, 2019 using the modified retrospective basis and did not restate comparative periods as permitted under Accounting Standards Update (“ASU”) 2018-11. ASC 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the Financial Accounting Standards Board (“FASB”) including ASC Topic 840, Leases. ASC 842 requires that lessees recognize ROU assets and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months. ASC 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the statement of operations and statement of cash flows. 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 transitional adjustment to operating lease ROU assets and operating lease liabilities of $65.0 million and $74.4 million, respectively. The difference between the operating lease ROU assets and operating lease liabilities at transition represented existing deferred rent expense and prepaid rent that was derecognized. The adoption of ASC 842 did not materially impact our results of operations, cash flows, or presentation thereof. Refer to Note 8 for more information. 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 leases with perpetual or rolling renewals as we are “reasonably certain” to continue the lease. For example, we lease various storage facilities under agreements with month-to-month terms that have continued over several years. The standard terms and conditions for a majority of these agreements allow either party to terminate within a notice period ranging from 10 to 30 days. There are no cancellation penalties other than the potential loss of a one-month rent or a security deposit if the termination terms are not adhered to. We believe that these month-to-month leases qualify for the short-term exception to ASC 842 because either party can terminate the agreement without permission from the other party with no more than an insignificant penalty, therefore, the arrangements do not create enforceable rights and obligations. Additionally, the cost to move to a new location or find comparable facilities is low as there are no unique features of the storage facilities that impact our business or operations. We considered termination clauses, costs associated with moving and costs associated with finding alternative facilities to exclude month-to-month leases that have perpetually renewed. 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 Components We elected to include the lease and non-lease components (or the fixed and variable consideration) as a single component accounted for as a lease. This practical expedient is elected by class of underlying assets as an accounting policy election and applies to all arrangements in that class of underlying assets that qualify for the expedient. ASC 842 provides this expedient to alleviate concerns that the costs and administrative burden of allocating consideration to the separate lease and non-lease components may not justify the benefit of more precisely reflecting the ROU asset and the lease liability. Contracts that include lease and non-lease components that are accounted for under the election not to separate require that all components that qualify for the practical expedient be combined. The components that do not qualify, such as those for which the timing and pattern of transfer of the lease and associated non-lease components are not the same, are accounted for separately. Accounting for a lease component of a contract and its associated non-lease components as a single lease component results in an allocation of the total contract consideration to the lease component. Therefore, the initial and subsequent measurement of the lease liability and ROU asset is greater than if the policy election was not applied. The greater ROU asset value is considered in our impairment analysis. 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, as ROU assets are long-lived nonfinancial assets. 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, the following are examples of impairment indicators: • 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 15, Fair Value Measurements. There were no indications of impairment during the period ended September 30, 2019. |
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 financial position, results of operations, cash flows, or presentation thereof In November 2018, the FASB issued ASU 2018-18 , Collaborative Arrangements (Tope 818): Clarifying the Interaction Between Topic 808 and Topic 606 , which clarifies when transactions between participants in a collaborative arrangement are within the scope of the FASB’s revenue standard, Topic 606. The standard is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years, with early adoption permitted. We will adopt this standard on its effective date of January 1, 2020. We do not expect the adoption of this ASU to have a material impact on our consolidated financial position, results of operations, cash flows, or presentation thereof. In October 2018, the FASB issued ASU 2018-17, Targeted Improvements to Related Party Guidance for Variable Interest Entities after December 15, 2019 and interim periods within those fiscal years, with early adoption permitted. We will adopt this standard on its effective date of January 1, 2020. We do not expect the adoption of this ASU to have a material impact on our consolidated financial In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. position, results of operations, cash flows, or presentation thereof. 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. financial position, results of operations, cash flows, or presentation thereof. In July 2018, the FASB issued ASU 2018-09, Codification Improvements financial position, results of operations, cash flows, or presentation thereof. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses, Codification Improvements to Topic 326, Financial Instruments - Credit Losses Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments Financial Instruments – Credit Losses (Topic 326) adopt this ASU on its effective date of January 1, 2023. We do not expect the adoption of this ASU to have a material impact on our consolidated |
Business Combinations | Under the acquisition method of accounting as specified in FASB ASC Topic 805, Business Combinations 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. |
Revenue Recognition | We recognize revenue in accordance with ASC Topic 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 Topic 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 Topic 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: We capitalize commissions paid to sales personnel in our self-publishing business when customer contracts are signed and advance payment is received. These capitalized costs are recorded as prepaid commission expense in the Consolidated Balance Sheets. The amount capitalized is incremental to the contract and would not have been incurred absent the execution of the customer contract. Commissions paid upon the initial acquisition of a contract are expensed at the point in time that related revenue is recognized. Prepaid commission expenses are periodically reviewed for impairment. At September 30, 2019, our prepaid commission expense was $0.6 million. 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 for which some customers have purchased and paid for multiple years. Significant changes in our contract liabilities 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 (7,145 ) — Additional amounts recognized during the period 14,392 590 Revenue recognized during the period that was recorded during the period (9,569 ) — Transfers 162 (162 ) Balance, end of period September 30, 2019 $ 9,377 $ 1,807 Amount refundable at beginning of period $ 11,410 $ 1,379 Amount refundable at end of period $ 9,287 $ 1,807 We expect to satisfy these performance obligations as follows: For the Twelve Months Ended September 30, Amount (Dollars in thousands) 2020 $ 9,377 2021 667 2022 601 2023 248 2024 126 Thereafter 165 $ 11,184 Significant Financing Component The length of our typical sales agreement is less than 12 months, however, we may sell subscriptions with two-year terms. The balance of our long-term contract liabilities represent the unsatisfied performance obligations for subscriptions with a remaining term in excess of one year. We review long-term contract liabilities that are expected to be completed in excess of one year to assess whether the contract contains a significant financing component. The balance includes subscriptions that will be satisfied at various dates between October 1, 2020 and September 30, 2024. The difference between the promised consideration and the cash selling price of the publications is not significant. Therefore, we have concluded that subscriptions do not contain a significant financing component under ASC Topic 606. 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 Topic 606. Variable Consideration 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 level of donations or revenue to our customer, the consideration that we expect to be entitled to may vary above a minimum base level per the contract. Historically, under ASC Topic 605, we reported variable consideration as revenue when the amount was fixed and determinable. Under ASC Topic 606, variable consideration is to be estimated using the expected value or the most likely amount to the extent it is probable that a significant reversal will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Based on the constraints for using estimates of variable consideration within ASC Topic 606, and our historical experience with these campaigns, we 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 Trade and barter revenues and expenses were as follows: Three Months Ended Nine Months Ended September 30, September 30, 2018 2019 2018 2019 (Dollars in thousands) Net broadcast barter revenue $ 1,384 $ 1,366 $ 4,915 $ 4,080 Net digital media barter revenue — — 93 — Net publishing barter revenue 3 17 10 33 Net broadcast barter expense $ 1,458 $ 1,199 $ 4,211 $ 3,667 Net digital media barter expense 3 — 3 — Net publishing barter expense 7 5 9 6 We elected the following policies permitted under ASC Topic 606: • 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. The following table presents our revenues disaggregated by revenue source for each of our three operating segments: Nine Months Ended September 30, 2019 Broadcast Digital Media Publishing Consolidated (Dollars in thousands) By Source of Revenue: Block Programming - National $ 36,517 $ — $ — $ 36,517 Block Programming - Local 22,867 — — 22,867 Spot Advertising - National 11,956 — — 11,956 Spot Advertising - Local 38,467 — — 38,467 Infomercials 1,091 — — 1,091 Network 13,923 — — 13,923 Digital Advertising 8,558 15,136 290 23,984 Digital Streaming 557 2,947 — 3,504 Digital Downloads and eBooks — 4,196 1,232 5,428 Subscriptions 825 6,076 581 7,482 Book Sales and e-commerce, net of estimated sales returns and allowances 294 468 9,342 10,104 Self-Publishing Fees — — 4,258 4,258 Print Advertising 25 — 474 499 Other Revenues 7,774 526 885 9,185 $ 142,854 $ 29,349 $ 17,062 $ 189,265 Timing of Revenue Recognition Point in Time $ 141,161 $ 29,301 $ 17,062 $ 187,524 Rental Income (1) 1,693 48 — 1,741 $ 142,854 $ 29,349 $ 17,062 $ 189,265 (1) Rental income is not applicable to ASC Topic 606, but shown for the purpose of identifying each revenue source presented in total revenue on our Condensed Consolidated Financial Statements within this report on Form 10-Q. A summary of each of our revenue streams under ASC Topic 606 is as follows: Block Programming . We recognize revenue from the sale of blocks of air time to program producers that typically range from 12 1 2 Spot Advertising . We recognize revenue from the sale of air time to local and national advertisers who purchase spot commercials of varying lengths. Spot Advertising may include variable consideration for charities and programmers that purchase spots to generate donations and contributions from our audience. Advertising revenue is recognized at the time of broadcast, which represents the point in time that control is transferred to the customer thereby completing our performance obligation. 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. Network Revenue . Network revenue includes the sale of advertising time on our national network and fees earned from the syndication of programming on our national network. Network revenue is recognized at the time of broadcast, which represents the point in time that control is transferred to the customer thereby completing our performance obligation. Network revenue is recorded on a gross basis unless an agency represents the customer, in which case, revenue is reported net of the commission retained by the agency. Digital Advertising. We recognize revenue from the sale of banner advertising on our owned and operated websites and on our own and operated mobile applications. Each of our radio stations, our digital media entities and certain publishing entities have custom websites and mobile applications that generate digital advertising revenue. Digital advertising revenue is recognized at the time that the banner display is delivered, or the number of impressions delivered meets the advertiser’s previously agreed-upon performance criteria, which represents the point in time that control is transferred to the customer thereby completing our performance obligation. Digital advertising 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. 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 Salem Surround, a national multimedia advertising agency with locations in 35 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 . We recognize revenue from the sale of advertisements and from the placement of ministry content that is streamed on our owned and operated websites and on our owned and operated mobile applications. Each of our radio stations, our digital media entities and certain publishing entities have custom websites and mobile applications that generate streaming revenue. Digital streaming revenue is recognized at the time that the content is delivered, or when the number of impressions delivered meets our customer’s previously agreed-upon performance criteria. Delivery of the content represents the point in time that control is transferred to the customer thereby completing our performance obligation. Streaming 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. Digital Downloads and e-books . We recognize revenue from sale of downloaded materials, including videos, song tracks, sermons, content archives and e-books. Payments for downloaded materials are due in advance of the download, however, the download is often instant upon confirmation of payment. Digital download revenue is recognized at the time of download, which represents the point in time that control is transferred to the customer thereby completing our performance obligation. Revenue is recorded at the gross amount due from the customer. All sales are final with no allowances made for returns. Subscriptions . We recognize revenue from the sale of subscriptions for financial publication digital newsletters, digital magazines, podcast subscriptions for on-air content, and subscriptions to our print magazine. Subscription terms typically range from three months to two years, with a money-back guarantee for the first 30 days. Refunds after the first 30 day period are considered on a pro-rata basis based on the number of publications issued and delivered. Payments are due in advance of delivery and can be made in full upon subscribing or in quarterly installments. Cash received in advance of the subscription term, including amounts that are refundable, is recorded in contract labilities. Revenue is recognized ratably over the subscription term at the point in time that each publication is transmitted or shipped, which represents the point in time that control is transferred to the customer thereby completing our performance obligation. Revenue is reported net of estimated cancellations, which are based on our experience and historical cancellation rates during the cancellable period. Book Sales . We recognize revenue from the sale of books upon shipment, which represents the point in time that control is transferred to the customer thereby completing the performance obligation. Revenue is recorded at the gross amount due from the customer, net of estimated sales returns and allowances based on our historical experience. Major new title releases represent a significant portion of the revenue in the current period. Print-based consumer books are sold on a fully-returnable basis. We do not record assets or inventory for the value of returned books as they are considered used regardless of the condition returned. Our experience with unsold or returned books is that their resale value is insignificant and they are often destroyed or disposed of. e-Commerce . We recognize revenue from the sale of products sold through our digital platform. Payments for products are due in advance of shipping. We record a contract liability for customer payments received in advance of shipment. The time frame from the receipt of payment to shipment is typically one business day based on the time that an order is placed as compared to fulfillment. E-Commerce revenue is recognized at the time of shipment, which represents the point in time that control is transferred to the customer thereby completing our performance obligation. Revenue is reported net of estimated returns, which are based on our experience and historical return rates. Returned products are recorded in inventory if they are unopened and re-saleable with a corresponding reduction in the cost of goods sold. Self-Publishing Fees . We recognize revenue from self-publishing services through Salem Author Services (“SAS”), including book publishing and support services to independent authors. Services include book cover design, interior layout, printing, distribution, marketing services and editing for print books and eBooks. As each book and related support services are unique to each author, authors must make payments in advance of the performance. Payments are typically made in installments over the expected production time line for each publication. We record contract liabilities equal to the amount of payments received, including those amounts that are fully or partially refundable. Contract liabilities were historically recorded under the caption “deferred revenue” and are reported as current liabilities or long-term liabilities on our consolidated financial statements based on the time to fulfill the performance obligations under terms of the contract. Refunds are limited based on the percentage completion of each publishing project. 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 . Other revenues include various sources, such as event revenue, listener purchase programs, talent fees for on-air hosts, rental income for studios and towers, production services, and shipping and handling fees. We recognize event revenue, including fees earned for ticket sales and sponsorships, when the event occurs, which represents the point in time that control is transferred to the customer thereby completing our performance obligation. Revenue for all other products and services is recorded as the products or services are delivered or performed, which represents the point in time that control is transferred to the customer thereby completing our performance obligation. Other 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. |
Recent Transactions (Tables)
Recent Transactions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
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) 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 $ 23,100 $ 21,566 $ 461 $ 1,074 |
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 Share Cash Distributed (in thousands) 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 |
Schedule of Business Acquisitions | A summary of our business acquisitions and asset purchases during the nine months ended September 30, 2019, none of which were individually or in the aggregate material to our condensed consolidated financial position as of the respective date of acquisition, is as follows: Acquisition Date Description Total Consideration (Dollars in thousands) September 27, 2019 KPAM-AM, Portland, Oregon (asset acquisition) $ 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 | The following table summarizes the total acquisition consideration for the nine month period ended September 30, 2019 Description Total Consideration (Dollars in thousands) Cash payments made upon closing $ 1,285 Non-cash consideration (asset exchange) 965 Present value of estimated fair value of contingent earn-out consideration 3 Total purchase price consideration $ 2,253 |
Total Acquisition Consideration Allocated | The fair value of the net assets acquired was allocated as follows: Net Digital Media Net Broadcast Total Assets Acquired Assets Acquired Net Assets (Dollars in thousands) Assets Property and equipment $ 373 $ 348 $ 721 Broadcast licenses - 652 652 Goodwill 6 - 6 Customer lists and contracts 322 - 322 Domain and brand names 99 - 99 Subscriber base and lists 471 - 471 Non-compete agreements 10 - 10 $ 1,281 $ 1,000 $ 2,281 Liabilities Contract liabilities, short-term (28 ) - (28 ) $ 1,253 $ 1,000 $ 2,253 |
Dividend Paid [Member] | |
Schedule of Cash Distributions Declared and Paid | Based upon their current assessment of our business, our Board of Directors’ declared equity distributions as follows: Announcement Date Record Date Payment Date Amount Per Share Cash Distributed (in thousands) September 11, 2019 September 23, 2019 September 30, 2019 $ 0.0650 $ 1,730 May 14, 2019 June 14, 2019 June 28, 2019 0.0650 1,728 March 7, 2019 March 19, 2019 March 29, 2019 0.0650 1,702 $ 5,160 |
Debt Transactions [Member] | |
Schedule of Debt Instruments Senior Secured Note | Based on the then existing market conditions, we completed repurchases of the 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) 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 $ 6,670 $ 6,123 $ 122 $ 426 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Significant Changes in Our Contract Liabilities | Significant changes in our contract liabilities 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 (7,145 ) — Additional amounts recognized during the period 14,392 590 Revenue recognized during the period that was recorded during the period (9,569 ) — Transfers 162 (162 ) Balance, end of period September 30, 2019 $ 9,377 $ 1,807 Amount refundable at beginning of period $ 11,410 $ 1,379 Amount refundable at end of period $ 9,287 $ 1,807 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | We expect to satisfy these performance obligations as follows: For the Twelve Months Ended September 30, Amount (Dollars in thousands) 2020 $ 9,377 2021 667 2022 601 2023 248 2024 126 Thereafter 165 $ 11,184 |
Trade and Barter Transactions Expenses | Trade and barter revenues and expenses were as follows: Three Months Ended Nine Months Ended September 30, September 30, 2018 2019 2018 2019 (Dollars in thousands) Net broadcast barter revenue $ 1,384 $ 1,366 $ 4,915 $ 4,080 Net digital media barter revenue — — 93 — Net publishing barter revenue 3 17 10 33 Net broadcast barter expense $ 1,458 $ 1,199 $ 4,211 $ 3,667 Net digital media barter expense 3 — 3 — Net publishing barter expense 7 5 9 6 |
Reconciliation of Revenue from Segments to Consolidated | The following table presents our revenues disaggregated by revenue source for each of our three operating segments: Nine Months Ended September 30, 2019 Broadcast Digital Media Publishing Consolidated (Dollars in thousands) By Source of Revenue: Block Programming - National $ 36,517 $ — $ — $ 36,517 Block Programming - Local 22,867 — — 22,867 Spot Advertising - National 11,956 — — 11,956 Spot Advertising - Local 38,467 — — 38,467 Infomercials 1,091 — — 1,091 Network 13,923 — — 13,923 Digital Advertising 8,558 15,136 290 23,984 Digital Streaming 557 2,947 — 3,504 Digital Downloads and eBooks — 4,196 1,232 5,428 Subscriptions 825 6,076 581 7,482 Book Sales and e-commerce, net of estimated sales returns and allowances 294 468 9,342 10,104 Self-Publishing Fees — — 4,258 4,258 Print Advertising 25 — 474 499 Other Revenues 7,774 526 885 9,185 $ 142,854 $ 29,349 $ 17,062 $ 189,265 Timing of Revenue Recognition Point in Time $ 141,161 $ 29,301 $ 17,062 $ 187,524 Rental Income (1) 1,693 48 — 1,741 $ 142,854 $ 29,349 $ 17,062 $ 189,265 (1) Rental income is not applicable to ASC Topic 606, but shown for the purpose of identifying each revenue source presented in total revenue on our Condensed Consolidated Financial Statements within this report on Form 10-Q. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory on Hand by Segment | The following table provides details of inventory on hand by segment: December 31, 2018 September 30, 2019 (Dollars in thousands) Regnery® Publishing book inventories $ 1,317 $ 1,912 Reserve for obsolescence – Regnery® Publishing (930 ) (1,263 ) Inventory, net - Regnery® Publishing 387 649 Newport Natural Health Wellness products $ 354 $ — Reserve for obsolescence –Wellness products (64 ) — Inventory, net –Wellness products 290 — Consolidated inventories, net $ 677 $ 649 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 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 As of September 30, 2019 (Dollars in thousands) Land $ 31,822 $ 30,913 Buildings 30,104 30,009 Office furnishings and equipment 36,756 36,758 Antennae, towers and transmitting equipment 85,998 78,055 Studio, production and mobile equipment 29,040 29,059 Computer software and website development costs 27,603 27,914 Record and tape libraries 17 12 Automobiles 1,570 1,453 Leasehold improvements 19,357 18,665 Construction-in-progress 4,833 5,957 $ 267,100 $ 258,795 Less accumulated depreciation (170,756 ) (170,478 ) $ 96,344 $ 88,317 |
Operating and Finance Lease R_2
Operating and Finance Lease Right-of-Use Assets (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was as follows: September 30, 2019 (Dollars in thousands) Operating Leases Related Party Other Total Operating leases ROU assets $ 8,224 $ 48,576 $ 56,800 Operating lease liabilities (current) 945 7,246 8,191 Operating lease liabilities (non-current) 7,462 48,881 56,343 Total operating lease liabilities $ 8,407 $ 56,127 $ 64,534 Weighted Average Remaining Lease Term Operating leases 8.8 years Finance leases 3.4 years Weighted Average Discount Rate Operating leases 8.20% Finance leases 4.54% |
Components of Lease Expense | Lease Expense The components of lease expense were as follows: Nine Months Ended September 30, 2019 (Dollars in thousands) Amortization of finance lease ROU Assets $ 77 Interest on finance lease liabilities 7 Finance lease expense 84 Operating lease expense 10,389 Variable lease expense 712 Short-term lease expense 629 Total lease expense $ 11,814 |
Schedule of other information related to leases | Supplemental Cash Flow Supplemental cash flow information related to leases was as follows: Nine Months Ended September 30, 2019 (Dollars in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 10,791 Operating cash flows from finance leases 11 Financing cash flows from finance leases 65 Leased assets obtained in exchange for new operating lease liabilities $ 1,854 Leased assets obtained in exchange for new finance lease liabilities 14 |
Summary of Future Minimum Lease Payments | Future minimum lease payments required under leases that have initial or remaining non-cancelable lease terms in excess of one year as of September 30, 2019, are as follows: Operating Leases Related Party Other Total Finance Leases Total (Dollars in thousands) 2019 (Oct-Dec) $ 416 $ 1,959 $ 2,375 $ 75 $ 2,450 2020 1,602 12,587 14,189 58 14,247 2021 1,619 11,485 13,104 45 13,149 2022 1,612 9,981 11,593 30 11,623 2023 1,169 8,909 10,078 8 10,086 Thereafter 6,112 37,992 44,104 — 44,104 Undiscounted Cash Flows $ 12,530 $ 82,913 $ 95,443 $ 216 $ 95,659 Less: imputed interest (4,123 ) (26,786 ) (30,909 ) (14 ) (30,923 ) Total $ 8,407 $ 56,127 $ 64,534 $ 202 $ 64,736 Reconciliation to lease liabilities: Lease liabilities - current $ 945 $ 7,246 $ 8,191 $ 69 $ 8,260 Lease liabilities - long-term 7,462 48,881 56,343 133 56,476 Total Lease Liabilities $ 8,407 $ 56,127 $ 64,534 $ 202 $ 64,736 |
Summary of Future Minimum Lease Payments Based on Former Accounting Guidance | Future minimum lease payments under leases that had initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2018, based on the former accounting guidance for leases, were as follows: 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) | 9 Months Ended |
Sep. 30, 2019 | |
Schedule of Interim Impairment Testing Under Start-Up Income Approach | The table below presents the results of our interim impairment testing under the start-up income approach at September 30, 2019: Market Cluster Excess Fair Value September 30, 2019 Estimate Cleveland, OH 1.5% Little Rock 15.1% Louisville, KY (15.2)% Philadelphia, PA (0.8)% Portland, OR (2.2)% Sacramento, CA 6.6% San Francisco, CA (3.4)% |
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 translator . Broadcast Licenses Twelve Months Ended December 31, 2018 Nine Months Ended September 30, 2019 (Dollars in thousands) Balance before cumulative loss on impairment, beginning of period $ 486,455 $ 484,691 Accumulated loss on impairment, beginning of period (105,541 ) (108,375 ) Balance after cumulative loss on impairment, beginning of period 380,914 376,316 Acquisitions of radio stations 6,270 616 Acquisitions of FM translators and construction permits 19 335 Abandoned capital projects (40 ) — Dispositions of radio stations (8,013 ) (34,998 ) Impairments based on the estimated fair value of broadcast licenses (2,834 ) (1,915 ) Balance before cumulative loss on impairment, end of period 484,691 444,274 Accumulated loss on impairment, end of period (108,375 ) (103,920 ) Balance after cumulative loss on impairment, end of period $ 376,316 $ 340,354 |
Broadcast Licenses [Member] | |
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 our broadcast licenses were as follows: Broadcast Licenses December 31, 2018 September 30, 2019 Risk-adjusted discount rate 9.0% 9.0% Operating profit margin ranges 4.4% - 34.5% 4.3% - 30.7% Long-term revenue growth rates 0.5% - 1.2% 0.7% - 1.1% |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | The following table presents the changes in goodwill including business acquisitions and dispositions as discussed in Note 3 of our Condensed Consolidated Financial Statements. Goodwill Twelve Months Ended December 31, 2018 Nine Months Ended September 30, 2019 (Dollars in thousands) Balance before cumulative loss on impairment, beginning of period $ 28,453 $ 28,818 Accumulated loss on impairment, beginning of period (2,029 ) (2,029 ) Balance after cumulative loss on impairment, beginning of period 26,424 26,789 Acquisitions of radio stations 7 — Acquisitions of digital media entities 986 6 Dispositions of radio stations (628 ) (29 ) Dispositions of digital media entities — (341 ) Balance before cumulative loss on impairment, end of period 28,818 28,454 Accumulated loss on impairment, end of period (2,029 ) (2,029 ) Balance after cumulative loss on impairment, end of period $ 26,789 $ 26,425 |
Amortizable Intangible Assets (
Amortizable Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2019 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 23,833 $ (21,510 ) $ 2,323 Domain and brand names 20,332 (17,347 ) 2,985 Favorable and assigned leases 2,188 (1,911 ) 277 Subscriber base and lists 9,886 (7,988 ) 1,898 Author relationships 2,771 (2,571 ) 200 Non-compete agreements 2,041 (1,758 ) 283 Other amortizable intangible assets 1,666 (1,462 ) 204 $ 62,717 $ (54,547 ) $ 8,170 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 agreements 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 September 30, 2019, we estimate amortization expense for the next five years to be as follows: Year Ended December 31, Amortization Expense (Dollars in thousands) 2019 (Oct – Dec) $ 1,069 2020 3,265 2021 1,783 2022 1,146 2023 627 Thereafter 280 Total $ 8,170 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 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) 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 $ 23,100 $ 21,566 $ 461 $ 1,074 |
Long-Term Debt | Long-term debt consisted of the following: As of December 31, 2018 As of September 30, 2019 (Dollars in thousands) 6.75% Senior Secured Notes $ 238,570 $ 231,900 Less unamortized debt issuance costs based on imputed interest rate of 7.08% (4,540 ) (3,809 ) 6.75% Senior Secured Notes net carrying value 234,030 228,091 Asset-Based Revolving Credit Facility principal outstanding 19,660 18,065 Total long-term debt less unamortized debt issuance costs 253,690 246,156 Less current portion (19,660 ) (18,065 ) Long-term debt less unamortized debt issuance costs, net of current portion $ 234,030 $ 228,091 |
Principle Repayment Requirements Under Long Term Agreements Outstanding | Principal repayment requirements under all long-term debt agreements outstanding at September 30, 2019 for each of the next five years and thereafter are as follows: Amount For the Twelve Months Ended September 30, (Dollars in thousands) 2020 $ 18,065 2021 — 2022 — 2023 — 2024 231,900 Thereafter — $ 249,965 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 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: September 30, 2019 Carrying Value Fair Value Measurement Category on Balance Sheet Level 1 Level 2 Level 3 (Dollars in thousands) Assets Estimated fair value of other indefinite-lived intangible assets $ 277 — — $ 277 Liabilities: Estimated fair value of contingent earn-out consideration included in accrued expenses 19 — — 19 Long-term debt less unamortized debt issuance costs 246,156 — 216,589 — |
Stock Incentive Plan (Tables)
Stock Incentive Plan (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock-Based Compensation Expense Recognized | The following table reflects the components of stock-based compensation expense recognized in the Condensed Consolidated Statements of Operations for the three and nine month periods ended September 30, 2019 and 2018: Three Months Ended September 30, Nine Months Ended September 30, 2018 2019 2018 2019 (Dollars in thousands) Stock option compensation expense included in unallocated corporate expenses $ 120 $ 43 $ 220 $ 229 Restricted stock shares compensation expense included in unallocated corporate expenses — 100 — 523 Stock option compensation expense included in broadcast operating expenses 40 20 82 88 Restricted stock shares compensation expense included in broadcast operating expenses — — — 383 Stock option compensation expense included in digital media operating expenses 27 12 50 58 Stock option compensation expense included in publishing operating expenses 4 2 11 8 Total stock-based compensation expense, pre-tax $ 191 $ 177 $ 363 $ 1,289 Tax expense for stock-based compensation expense (49 ) (46 ) (94 ) (335 ) Total stock-based compensation expense, net of tax $ 142 $ 131 $ 269 $ 954 |
Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Valuation Model | The weighted-average assumptions used to estimate the fair value of the stock options using the Black-Scholes valuation model were as follows for the three and nine month periods ended September 30, 2019 and 2018: Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Three Months Ended September 30, 2019 Nine Months Ended September 30, 2019 Expected volatility n/a 41.84% 50.45% 50.07% Expected dividends n/a 7.89% 15.75% 14.91% Expected term (in years) n/a 7.4 7.7 7.7 Risk-free interest rate n/a 2.93% 1.71% 1.83% |
Schedule of Stock Option Activity | Activity with respect to the Company’s option awards during the nine month period ended September 30, 2019 is as follows: Options Shares Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value) Outstanding at January 1, 2019 1,980,972 $ 4.63 $ 2.61 4.1 years $ — Granted 38,750 1.80 0.30 — Exercised (200 ) 2.38 2.05 — Forfeited or expired (185,050 ) 5.81 4.14 $ 2 Outstanding at September 30, 2019 1,834,472 $ 4.47 $ 2.42 3.8 years $ — Exercisable at September 30, 2019 1,264,344 $ 4.93 $ 2.79 2.5 years $ — Expected to Vest 541,337 $ 4.49 $ 2.43 3.7 years $ — |
Schedule of Information Regarding Restricted Stock Activity | Activity with respect to the Company’s restricted stock awards during the nine month period ended September 30, 2019 is as follows: Restricted Stock Awards Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value) Outstanding at January 1, 2019 — $ — — $ — Granted 430,384 2.11 — 906 Lapsed (389,061 ) 2.07 — 919 Forfeited — — — — Outstanding at September 30, 2019 41,323 $ 2.42 1.76 $ 63 |
Equity Transactions (Tables)
Equity Transactions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
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 Share Cash Distributed (in thousands) 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) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Data | The table below presents financial information for each operating segment as of September 30, 2019 and 2018 based on the composition of our operating segments: Broadcast Digital Media Publishing Unallocated Corporate Expenses Consolidated (Dollars in thousands) Three Months Ended September 30, 2019 Net revenue $ 47,679 $ 9,149 $ 7,288 $ — $ 64,116 Operating expenses 37,310 7,282 6,517 4,183 55,292 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments and net (gain) loss on the disposition of assets $ 10,369 $ 1,867 $ 771 $ (4,183 ) $ 8,824 Depreciation 1,720 764 80 180 2,744 Amortization 8 929 210 — 1,147 Change in the estimated fair value of contingent earn-out consideration — (40 ) — — (40 ) Impairment of indefinite-lived long-term assets other than goodwill 1,915 — — — 1,915 Net (gain) loss on the disposition of assets 17,539 6 — — 17,545 Net operating income (loss) $ (10,813 ) $ 208 $ 481 $ (4,363 ) $ (14,487 ) Three Months Ended September 30, 2018 Net revenue $ 48,812 $ 10,397 $ 6,319 $ — $ 65,528 Operating expenses 37,158 8,021 6,210 3,987 55,376 Net operating income (loss) before depreciation, amortization and net (gain) loss on the disposition of assets $ 11,654 $ 2,376 $ 109 $ (3,987 ) $ 10,152 Depreciation 1,923 777 128 204 3,032 Amortization 9 1,370 225 — 1,604 Net (gain) loss on the disposition of assets (759 ) — — — (759 ) Net operating income (loss) $ 10,481 $ 229 $ (244 ) $ (4,191 ) $ 6,275 Broadcast Digital Media Publishing Unallocated Corporate Expenses Consolidated (Dollars in thousands) Nine Months Ended September 30, 2019 Net revenue $ 142,854 $ 29,349 $ 17,062 $ — $ 189,265 Operating expenses 111,466 22,988 17,112 12,386 163,952 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments and net (gain) loss on the disposition of assets $ 31,388 $ 6,361 $ (50 ) $ (12,386 ) $ 25,313 Depreciation 5,399 2,302 289 539 8,529 Amortization 26 2,907 633 1 3,567 Change in the estimated fair value of contingent earn-out consideration — (40 ) — — (40 ) Impairment of indefinite-lived long-term assets other than goodwill 1,915 — — — 1,915 Net (gain) loss on the disposition of assets 20,951 260 1 — 21,212 Net operating income (loss) $ 3,097 $ 932 $ (973 ) $ (12,926 ) $ (9,870 ) Nine Months Ended September 30, 2018 Net revenue $ 147,425 $ 31,051 $ 17,119 $ — $ 195,595 Operating expenses 110,151 24,792 17,319 11,938 164,200 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration and net (gain) loss on the disposition of assets $ 37,274 $ 6,259 $ (200 ) $ (11,938 ) $ 31,395 Depreciation 5,692 2,346 388 650 9,076 Amortization 29 3,818 710 1 4,558 Change in the estimated fair value of contingent earn-out consideration — 72 — — 72 Net (gain) loss on the disposition of assets 4,400 — — — 4,400 Net operating income (loss) $ 27,153 $ 23 $ (1,298 ) $ (12,589 ) $ 13,289 Broadcast Digital Media Publishing Unallocated Corporate Consolidated (Dollars in thousands) As of September 30, 2019 Inventories, net $ — $ — $ 649 $ — $ 649 Property and equipment, net 73,383 6,301 817 7,816 88,317 Broadcast licenses 340,354 — — — 340,354 Goodwill 2,930 21,599 1,888 8 26,425 Other indefinite-lived intangible assets — — 277 — 277 Amortizable intangible assets, net 277 6,503 1,388 2 8,170 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 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2019Segment | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of operating segments | 3 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Jan. 01, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | ||
Operating lease right-of-use assets | $ 56,800 | $ 65,000 |
Operating lease liability | $ 64,534 | $ 74,400 |
Minimum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Agreement termination notice period | 10 days | |
Maximum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Agreement termination notice period | 30 days |
Recent Transactions - Debt Tran
Recent Transactions - Debt Transactions - Schedule of Debt Instruments Senior Secured Note (Detail) - Debt Transactions [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Debt [Line Items] | |
Principal Repurchased | $ 6,670 |
Cash Paid | 6,123 |
Bond Issue Costs | 122 |
Net Gain | $ 426 |
Senior Secured Note Period One [Member] | |
Debt [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 Period Two [Member] | |
Debt [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 Period Three [Member] | |
Debt [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 Period Four [Member] | |
Debt [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 Period Five [Member] | |
Debt [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 Period Six [Member] | |
Debt [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 |
Recent Transactions - Equity Tr
Recent Transactions - Equity Transactions - Schedule of Equity Distribution Declared (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Schedule Of Equity [Line Items] | ||
Cash Distributed (in thousands) | $ 5,160 | $ 5,104 |
Dividend Payment One [Member] | ||
Schedule Of Equity [Line Items] | ||
Announcement Date | Sep. 11, 2019 | |
Record Date | Sep. 23, 2019 | |
Payment Date | Sep. 30, 2019 | |
Amount Per Share | $ 0.0650 | |
Cash Distributed (in thousands) | $ 1,730 | |
Dividend Payment Two [Member] | ||
Schedule Of Equity [Line Items] | ||
Announcement Date | May 14, 2019 | |
Record Date | Jun. 14, 2019 | |
Payment Date | Jun. 28, 2019 | |
Amount Per Share | $ 0.0650 | |
Cash Distributed (in thousands) | $ 1,728 | |
Dividend Payment Three [Member] | ||
Schedule Of Equity [Line Items] | ||
Announcement Date | Mar. 7, 2019 | |
Record Date | Mar. 19, 2019 | |
Payment Date | Mar. 29, 2019 | |
Amount Per Share | $ 0.0650 | |
Cash Distributed (in thousands) | $ 1,702 |
Recent Transactions - Acquisiti
Recent Transactions - Acquisitions - Additional Information (Detail) - USD ($) | Sep. 27, 2019 | Sep. 09, 2019 | Jul. 25, 2019 | Jul. 10, 2019 | Jun. 06, 2019 | Mar. 18, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 03, 2017 |
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||
Goodwill | $ 26,425,000 | $ 26,789,000 | $ 26,424,000 | |||||||
Business combination, liabilities arising from contingencies, amount recognized | $ 500,000 | |||||||||
KPAM-AM In Portland, Oregon Asset Acquisition [Member] | ||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||
Asset purchase consideration transferred | $ 1,000,000 | $ 965,000 | ||||||||
Business acquisition, effective date of acquisition | Sep. 27, 2019 | Sep. 27, 2019 | ||||||||
FM Translator Construction Permit in Louisville, Kentucky Asset Acquisition [Member] | ||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||
Asset purchase consideration transferred | $ 35,000 | $ 35,000 | ||||||||
Business acquisition, effective date of acquisition | Sep. 9, 2019 | Sep. 9, 2019 | ||||||||
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 | $ 500,000 | $ 500,000 | ||||||||
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 | $ 100,000 | $ 100,000 | ||||||||
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 | $ 600,000 | $ 553,000 | ||||||||
Additional incentive payment | 10.00% | |||||||||
Business combination, liabilities arising from contingencies, amount recognized | 2,500 | |||||||||
Pjmedia.com website [Member] | ||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||
Asset purchase consideration transferred | $ 100,000 | $ 100,000 | ||||||||
Business acquisition, effective date of acquisition | Mar. 18, 2019 |
Recent Transactions - Acquisi_2
Recent Transactions - Acquisitions - Schedule Of Consolidated Financial Position (Detail) - USD ($) | Sep. 27, 2019 | Sep. 09, 2019 | Jul. 25, 2019 | Jul. 10, 2019 | Jun. 06, 2019 | Mar. 18, 2019 | Sep. 30, 2019 |
Total Consideration | $ 2,253,000 | ||||||
KPAM-AM In Portland, Oregon Asset Acquisition [Member] | |||||||
Acquisition Date | Sep. 27, 2019 | Sep. 27, 2019 | |||||
Asset acquisition | $ 1,000,000 | $ 965,000 | |||||
FM Translator Construction Permit in Louisville, Kentucky Asset Acquisition [Member] | |||||||
Acquisition Date | Sep. 9, 2019 | Sep. 9, 2019 | |||||
Asset acquisition | $ 35,000 | $ 35,000 | |||||
Journey box media [Member] | |||||||
Acquisition Date | Jul. 25, 2019 | ||||||
Business acquisition | $ 500,000 | $ 500,000 | |||||
Steelehouse production [Member] | |||||||
Acquisition Date | Jul. 10, 2019 | ||||||
Business acquisition | $ 100,000 | $ 100,000 | |||||
Investment HouseCom [Member] | |||||||
Acquisition Date | Jun. 6, 2019 | ||||||
Business acquisition | $ 600,000 | $ 553,000 | |||||
pjmedia website [Member] | |||||||
Acquisition Date | Mar. 18, 2019 | ||||||
Asset acquisition | $ 100,000 | $ 100,000 |
Recent Transactions - Equity _2
Recent Transactions - Equity Transactions - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Summary Of Investments Other Than Investments In Related Parties [Abstract] | ||
Business combination acquisition related costs | $ 48,000 | $ 200,000 |
Recent Transactions - Summary o
Recent Transactions - Summary of Total Acquisition Consideration (Detail) $ in Thousands | Sep. 30, 2019USD ($) |
Business Combination Consideration Transferred [Abstract] | |
Cash payments made upon closing | $ 1,285 |
Non-cash consideration (asset exchange) | 965 |
Present value of estimated fair value of contingent earn-out consideration | 3 |
Total purchase price consideration | $ 2,253 |
Recent Transactions - Total Acq
Recent Transactions - Total Acquisition Consideration Allocated (Detail) $ in Thousands | Sep. 30, 2019USD ($) |
Assets | |
Property and equipment | $ 721 |
Broadcast licenses | 652 |
Goodwill | 6 |
Customer lists and contracts | 322 |
Domain and brand names | 99 |
Subscriber base and lists | 471 |
Non-compete agreements | 10 |
Net assets acquired | 2,281 |
Liabilities | |
Contract liabilities, short-term | (28) |
Total purchase price consideration | 2,253 |
Digital Media [Member] | |
Assets | |
Property and equipment | 373 |
Goodwill | 6 |
Customer lists and contracts | 322 |
Domain and brand names | 99 |
Subscriber base and lists | 471 |
Non-compete agreements | 10 |
Net assets acquired | 1,281 |
Liabilities | |
Contract liabilities, short-term | (28) |
Total purchase price consideration | 1,253 |
Net Broadcast [Member] | |
Assets | |
Property and equipment | 348 |
Broadcast licenses | 652 |
Net assets acquired | 1,000 |
Liabilities | |
Total purchase price consideration | $ 1,000 |
Recent Transactions - Divestitu
Recent Transactions - Divestitures - Additional Information (Detail) - USD ($) | Oct. 31, 2019 | Sep. 27, 2019 | Sep. 26, 2019 | Sep. 18, 2019 | Aug. 15, 2019 | Aug. 13, 2019 | Jun. 27, 2019 | May 14, 2019 | Mar. 21, 2019 | Feb. 28, 2019 | Feb. 27, 2019 | Apr. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Oct. 23, 2019 | Mar. 19, 2019 |
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||
Proceeds from sale of intangible assets | $ 4,202,000 | $ 8,518,000 | |||||||||||||||
Pre-tax Gain (Loss) on Sale of land | $ 400,000 | ||||||||||||||||
Proceeds from sale of Other assets | $ 900,000 | ||||||||||||||||
Gain (loss) on disposition of other assets | $ 100,000 | ||||||||||||||||
Time Brokerage Agreement [Member] | |||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||
Payments to acquire businesses, gross | $ 1,200,000 | ||||||||||||||||
Fee for not exercising purchase option | $ 100,000 | ||||||||||||||||
HumanEvents.Com [Member] | |||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||
Proceeds from sale of intangible assets | $ 300,000 | ||||||||||||||||
Gain (loss) on disposition of intangible assets | $ (200,000) | ||||||||||||||||
Miami Florida [Member] | |||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||
Proceeds from Sale of Land Held-for-use | $ 900,000 | ||||||||||||||||
FM Translators [Member] | |||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||
Proceeds from sale of intangible assets | $ 0 | ||||||||||||||||
Local Marketing Agreements [Member] | |||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||
Agreement termination date | Mar. 30, 2018 | ||||||||||||||||
Wspz Am Tower Site [Member] | |||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||
Business Combination, Consideration Transferred | $ 800,000 | ||||||||||||||||
Business Gross Estimated Gain Loss On Sale Assets | $ 3,800,000 | ||||||||||||||||
Business Combination Expected Additional Loss | $ 32,000 | ||||||||||||||||
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 | $ (200,000) | ||||||||||||||||
Radio stations [Member] | |||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||
Pretax loss on sale of assets | $ 1,300,000 | $ 4,700,000 | $ (9,900,000) | ||||||||||||||
Proceeds from sale of intangible assets | $ 0 | 8,200,000 | $ 8,700,000 | ||||||||||||||
Cash received upon closing | $ 400,000 | ||||||||||||||||
Radio stations [Member] | Subsequent Event [Member] | |||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||
Proceeds from sale of intangible assets | $ 200,000 | ||||||||||||||||
Cash held in escrow | $ 7,800,000 | ||||||||||||||||
Worl AM [Member] | |||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||||||||||||
Pretax loss on sale of assets | $ 1,600,000 | ||||||||||||||||
Proceeds from sale of intangible assets | $ 900,000 |
Recent Transactions - Pending T
Recent Transactions - Pending Transactions - Additional Information (Detail) - USD ($) | Sep. 27, 2019 | Sep. 26, 2019 | Aug. 13, 2019 | Jun. 28, 2019 | Jan. 03, 2017 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||
Agreement to sell business | $ 4,202,000 | $ 8,518,000 | ||||||
Business combination, liabilities arising from contingencies, amount recognized | $ 500,000 | |||||||
Term of time brokerage agreement | 24 months | |||||||
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 | $ 0 | $ 8,200,000 | $ 8,700,000 | |||||
Pretax loss on sale of assets | $ (1,300,000) | $ (4,700,000) | $ 9,900,000 |
Contingent Earn-Out Considera_2
Contingent Earn-Out Consideration - Additional Information (Detail) - USD ($) | Jun. 06, 2019 | Aug. 09, 2018 | Aug. 07, 2018 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Jan. 03, 2017 |
Business Acquisition, Contingent Consideration [Line Items] | ||||||||
Business combination, liabilities arising from contingencies, amount recognized | $ 500,000 | |||||||
Business combination, increase (decrease) in contingent liability | $ (40,000) | $ (40,000) | $ 72,000 | |||||
Investment HouseCom [Member] | ||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||
Business Combination, Consideration Transferred | $ 600,000 | 553,000 | ||||||
Additional incentive payment | 10.00% | |||||||
Business combination, liabilities arising from contingencies, amount recognized | $ 2,500 | 2,500 | ||||||
Business combination, increase (decrease) in contingent liability | 700 | |||||||
Hilary Kramer Financial Newsletters [Member] | ||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||
Business combination, liabilities arising from contingencies, amount recognized | $ 40,617 | |||||||
Business combination, increase (decrease) in contingent liability | (30,000) | |||||||
Business acquisition cost of acquired entity cash paid net | 400,000 | |||||||
Business combination, contingent consideration maximum payment | $ 100,000 | |||||||
Earn-out period | 2 years | |||||||
Business combination liabilities arising from contingencies amount recognized discounted present value | $ 39,360 | |||||||
Business acquisition contingent earn out consideration payable | $ 100,000 | |||||||
Just1Word Mobile Application [Member] | ||||||||
Business Acquisition, Contingent Consideration [Line Items] | ||||||||
Business combination, liabilities arising from contingencies, amount recognized | $ 12,750 | |||||||
Business combination, increase (decrease) in contingent liability | $ (10,000) | $ 4,000 | ||||||
Business acquisition cost of acquired entity cash paid net | 300,000 | |||||||
Business combination, contingent consideration maximum payment | $ 100,000 | |||||||
Earn-out period | 2 years | |||||||
Business combination liabilities arising from contingencies amount recognized discounted present value | $ 12,212 | |||||||
Business acquisition contingent earn out consideration payable | $ 100,000 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) $ in Millions | 9 Months Ended | |
Sep. 30, 2019USD ($)Segment | Dec. 31, 2018Market | |
Disaggregation of Revenue [Line Items] | ||
Prepaid commission expense | $ | $ 0.6 | |
Number of operating segments | Segment | 3 | |
Number of market locations | Market | 35 | |
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) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
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 | (7,145) |
Short Term, Additional amounts recognized during the period | 14,392 |
Short Term, Revenue recognized during the period that was recorded during the period | (9,569) |
Short Term, Transfers | 162 |
Short Term, Balance, end of period | 9,377 |
Short Term, Amount refundable at beginning of period | 11,410 |
Short Term, Amount refundable at end of period | 9,287 |
Long-Term, Balance, beginning of period | 1,379 |
Long-Term, Revenue recognized during the period that was included in the beginning balance of contract liabilities | 0 |
Long-Term, Additional amounts recognized during the period | 590 |
Long-Term, Revenue recognized during the period that was recorded during the period | 0 |
Long-Term, Transfers | (162) |
Long-Term, Balance, end of period | 1,807 |
Long-Term, Amount refundable at beginning of period | 1,379 |
Long-Term, Amount refundable at end of period | $ 1,807 |
Revenue Recognition - Revenue,
Revenue Recognition - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Detail) $ in Thousands | Sep. 30, 2019USD ($) |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation | $ 11,184 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation | $ 9,377 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 month |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation | $ 667 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 month |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation | $ 601 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 month |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation | $ 248 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 month |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation | $ 126 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 month |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation | $ 165 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 month |
Revenue Recognition - Revenue_2
Revenue Recognition - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Detail 1) $ in Thousands | Sep. 30, 2019USD ($) |
Revenue From Contract With Customer [Abstract] | |
Revenue, Remaining Performance Obligation | $ 11,184 |
Revenue Recognition - Trade and
Revenue Recognition - Trade and Barter Transactions Expenses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Revenue Recognition [Line Items] | ||||
Total net revenue | $ 64,116 | $ 65,528 | $ 189,265 | $ 195,595 |
Broadcast [Member] | Advertising Barter Transactions [Member] | ||||
Revenue Recognition [Line Items] | ||||
Total net revenue | 1,366 | 1,384 | 4,080 | 4,915 |
Cost | 1,199 | 1,458 | 3,667 | 4,211 |
Digital Media [Member] | ||||
Revenue Recognition [Line Items] | ||||
Total net revenue | 29,349 | |||
Digital Media [Member] | Advertising Barter Transactions [Member] | ||||
Revenue Recognition [Line Items] | ||||
Total net revenue | 93 | |||
Cost | 3 | 3 | ||
Publishing [Member] | ||||
Revenue Recognition [Line Items] | ||||
Total net revenue | 17,062 | |||
Publishing [Member] | Advertising Barter Transactions [Member] | ||||
Revenue Recognition [Line Items] | ||||
Total net revenue | 17 | 3 | 33 | 10 |
Cost | $ 5 | $ 7 | $ 6 | $ 9 |
Revenue Recognition - Reconcili
Revenue Recognition - Reconciliation of Revenue from Segments to Consolidated (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | $ 64,116 | $ 65,528 | $ 189,265 | $ 195,595 |
Block Programming National [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 36,517 | |||
Block Programming Local [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 22,867 | |||
Spot Advertising - National [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 11,956 | |||
Spot Advertising - Local [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 38,467 | |||
Infomercials [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 1,091 | |||
Network [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 13,923 | |||
Digital Advertising [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 23,984 | |||
Digital Streaming [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 3,504 | |||
Digital Downloads and eBooks [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 5,428 | |||
Subscriptions [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 7,482 | |||
Book Sales and e-commerce, net of estimated sales returns and allowances [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 10,104 | |||
Self-Publishing Fees [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 4,258 | |||
Print Advertising [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 499 | |||
Other Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 9,185 | |||
Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 187,524 | |||
Rental Income [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 1,741 | |||
Broadcast [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 142,854 | |||
Broadcast [Member] | Block Programming National [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 36,517 | |||
Broadcast [Member] | Block Programming Local [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 22,867 | |||
Broadcast [Member] | Spot Advertising - National [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 11,956 | |||
Broadcast [Member] | Spot Advertising - Local [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 38,467 | |||
Broadcast [Member] | Infomercials [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 1,091 | |||
Broadcast [Member] | Network [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 13,923 | |||
Broadcast [Member] | Digital Advertising [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 8,558 | |||
Broadcast [Member] | Digital Streaming [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 557 | |||
Broadcast [Member] | Subscriptions [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 825 | |||
Broadcast [Member] | Book Sales and e-commerce, net of estimated sales returns and allowances [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 294 | |||
Broadcast [Member] | Print Advertising [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 25 | |||
Broadcast [Member] | Other Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 7,774 | |||
Broadcast [Member] | Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 141,161 | |||
Broadcast [Member] | Rental Income [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 1,693 | |||
Digital [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 29,349 | |||
Digital [Member] | Digital Advertising [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 15,136 | |||
Digital [Member] | Digital Streaming [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 2,947 | |||
Digital [Member] | Digital Downloads and eBooks [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 4,196 | |||
Digital [Member] | Subscriptions [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 6,076 | |||
Digital [Member] | Book Sales and e-commerce, net of estimated sales returns and allowances [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 468 | |||
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 | 526 | |||
Digital [Member] | Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 29,301 | |||
Digital [Member] | Rental Income [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 48 | |||
Publishing [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 17,062 | |||
Publishing [Member] | Digital Advertising [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 290 | |||
Publishing [Member] | Digital Downloads and eBooks [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 1,232 | |||
Publishing [Member] | Subscriptions [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 581 | |||
Publishing [Member] | Book Sales and e-commerce, net of estimated sales returns and allowances [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 9,342 | |||
Publishing [Member] | Self-Publishing Fees [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 4,258 | |||
Publishing [Member] | Print Advertising [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 474 | |||
Publishing [Member] | Other Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | 885 | |||
Publishing [Member] | Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue, Net | $ 17,062 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory on Hand by Segment (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Inventory [Line Items] | ||
Reserve for obsolescence | $ (1,263) | $ (994) |
Inventories, net | 649 | 677 |
Regnery Publishing [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | 1,912 | 1,317 |
Reserve for obsolescence | (1,263) | (930) |
Inventories, net | $ 649 | 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 | Sep. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $ 258,795 | $ 267,100 |
Less accumulated depreciation | (170,478) | (170,756) |
Property, Plant and Equipment, Net, Total | 88,317 | 96,344 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 30,913 | 31,822 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 30,009 | 30,104 |
Office Furnishings and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 36,758 | 36,756 |
Antennae, Towers and Transmitting Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 78,055 | 85,998 |
Studio, Production and Mobile Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 29,059 | 29,040 |
Computer Software and Website Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 27,914 | 27,603 |
Record and Tape Libraries [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 12 | 17 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 1,453 | 1,570 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 18,665 | 19,357 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $ 5,957 | $ 4,833 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 2.7 | $ 3 | $ 8.5 | $ 9.1 |
Operating and Finance Lease R_3
Operating and Finance Lease Right-of-Use Assets - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Jan. 01, 2019 | |
Lessee, Lease, Description [Line Items] | ||
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. | |
Operating lease ROU assets | $ 56,800 | $ 65,000 |
Operating lease liabilities | 64,534 | $ 74,400 |
Accounting Standards Update 2016-02 [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease ROU assets | 1,900 | |
Operating lease liabilities | $ 1,900 | |
Minimum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, remaining lease term | 1 year | |
Operating lease, extension term | 5 years | |
Finance lease, extension term | 5 years | |
Maximum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, remaining lease term | 20 years | |
Operating lease, extension term | 20 years | |
Finance lease, extension term | 20 years |
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 | Sep. 30, 2019 | Jan. 01, 2019 |
Lessee, Lease, Description [Line Items] | ||
Operating leases ROU assets | $ 56,800 | $ 65,000 |
Operating lease liabilities (current) | 8,191 | |
Operating lease liabilities (non-current) | 56,343 | |
Total operating lease liabilities | $ 64,534 | $ 74,400 |
Weighted Average Remaining Lease Term, Operating leases | 8 years 9 months 18 days | |
Weighted Average Remaining Lease Term, Finance leases | 3 years 4 months 24 days | |
Weighted Average Discount Rate, Operating leases | 8.20% | |
Weighted Average Discount Rate, Finance leases | 4.54% | |
Related Party Lease [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating leases ROU assets | $ 8,224 | |
Operating lease liabilities (current) | 945 | |
Operating lease liabilities (non-current) | 7,462 | |
Total operating lease liabilities | 8,407 | |
Other Operating Leases [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating leases ROU assets | 48,576 | |
Operating lease liabilities (current) | 7,246 | |
Operating lease liabilities (non-current) | 48,881 | |
Total operating lease liabilities | $ 56,127 |
Operating and Finance Lease R_5
Operating and Finance Lease Right-of-Use Assets - Components of Lease Expense (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Leases [Abstract] | |
Amortization of finance lease ROU Assets | $ 77 |
Interest on finance lease liabilities | 7 |
Finance lease expense | 84 |
Operating lease expense | 10,389 |
Variable lease expense | 712 |
Short-term lease expense | 629 |
Total lease expense | $ 11,814 |
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 | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 10,791 | |
Operating cash flows from finance leases | 11 | |
Financing cash flows from finance leases | 65 | |
Leased assets obtained in exchange for new operating lease liabilities | 1,854 | |
Leased assets obtained in exchange for new finance lease liabilities | $ 14 | $ 56 |
Operating and Finance Lease R_7
Operating and Finance Lease Right-of-Use Assets - Summary of Future Lease Payments (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Lessee, Lease, Description [Line Items] | |||
Operating Leases, 2019 (Oct-Dec) | $ 2,375 | ||
Operating Leases, 2020 | 14,189 | ||
Operating Leases, 2021 | 13,104 | ||
Operating Leases, 2022 | 11,593 | ||
Operating Leases, 2023 | 10,078 | ||
Operating Leases, Thereafter | 44,104 | ||
Undiscounted Cash Flows | 95,443 | ||
Less: imputed interest | (30,909) | ||
Reconciliation to lease liabilities: | |||
Lease liabilities - current | 8,191 | ||
Lease liabilities - long-term | 56,343 | ||
Total operating lease liabilities | 64,534 | $ 74,400 | |
Finance Leases, 2019 (Oct-Dec) | 75 | ||
Finance Leases, 2020 | 58 | ||
Finance Leases, 2021 | 45 | ||
Finance Leases, 2022 | 30 | ||
Finance Leases, 2023 | 8 | ||
Finance Leases, Undiscounted Cash Flows | 216 | ||
Less: Finance Leases, imputed interest | (14) | ||
Finance Leases, Reconciliation to lease liabilities: | |||
Finance Leases, Lease liabilities - current | 69 | $ 58 | |
Finance Leases, Lease liabilities - long-term | 133 | 105 | |
Total Finance Lease Liabilities | 202 | ||
Contractual Obligations, 2019 (Oct-Dec) | 2,450 | ||
Contractual Obligations, 2020 | 14,247 | 13,394 | |
Contractual Obligations, 2021 | 13,149 | 12,394 | |
Contractual Obligations, 2022 | 11,623 | 11,247 | |
Contractual Obligations, 2023 | 10,086 | 9,826 | |
Contractual Obligations, Thereafter | 44,104 | 61,473 | |
Contractual Obligations, Undiscounted Cash Flows | 95,659 | $ 121,755 | |
Less: Contractual Obligations, imputed interest | (30,923) | ||
Contractual Obligations, Reconciliation to lease liabilities: | |||
Contractual Obligations, Lease liabilities - current | 8,260 | ||
Contractual Obligations, Lease liabilities - long-term | 56,476 | ||
Total Contractual Obligations, Lease Liabilities | 64,736 | ||
Related Party Lease [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating Leases, 2019 (Oct-Dec) | 416 | ||
Operating Leases, 2020 | 1,602 | ||
Operating Leases, 2021 | 1,619 | ||
Operating Leases, 2022 | 1,612 | ||
Operating Leases, 2023 | 1,169 | ||
Operating Leases, Thereafter | 6,112 | ||
Undiscounted Cash Flows | 12,530 | ||
Less: imputed interest | (4,123) | ||
Reconciliation to lease liabilities: | |||
Lease liabilities - current | 945 | ||
Lease liabilities - long-term | 7,462 | ||
Total operating lease liabilities | 8,407 | ||
Other Operating Leases [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Operating Leases, 2019 (Oct-Dec) | 1,959 | ||
Operating Leases, 2020 | 12,587 | ||
Operating Leases, 2021 | 11,485 | ||
Operating Leases, 2022 | 9,981 | ||
Operating Leases, 2023 | 8,909 | ||
Operating Leases, Thereafter | 37,992 | ||
Undiscounted Cash Flows | 82,913 | ||
Less: imputed interest | (26,786) | ||
Reconciliation to lease liabilities: | |||
Lease liabilities - current | 7,246 | ||
Lease liabilities - long-term | 48,881 | ||
Total operating lease liabilities | $ 56,127 |
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 | Sep. 30, 2019 | Dec. 31, 2018 |
Lessee, Lease, Description [Line Items] | ||
Operating Leases, 2019 | $ 13,363 | |
Operating Leases, 2020 | 13,355 | |
Operating Leases, 2021 | 12,363 | |
Operating Leases, 2022 | 11,220 | |
Operating Leases, 2023 | 9,818 | |
Operating Leases, Thereafter | 61,473 | |
Operating Leases, Total | 121,592 | |
Finance Leases, 2019 | 58 | |
Finance Leases, 2020 | 39 | |
Finance Leases, 2021 | 31 | |
Finance Leases, 2022 | 27 | |
Finance Leases, 2023 | 8 | |
Finance Leases, Total | 163 | |
Total, 2019 | 13,421 | |
Contractual Obligations, 2020 | $ 14,247 | 13,394 |
Contractual Obligations, 2021 | 13,149 | 12,394 |
Contractual Obligations, 2022 | 11,623 | 11,247 |
Contractual Obligations, 2023 | 10,086 | 9,826 |
Contractual Obligations, Thereafter | 44,104 | 61,473 |
Contractual Obligations, Undiscounted Cash Flows | $ 95,659 | 121,755 |
Related Party Lease [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating Leases, 2019 | 1,730 | |
Operating Leases, 2020 | 1,763 | |
Operating Leases, 2021 | 1,767 | |
Operating Leases, 2022 | 1,730 | |
Operating Leases, 2023 | 1,234 | |
Operating Leases, Thereafter | 13,364 | |
Operating Leases, Total | 21,588 | |
Other Operating Leases [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating Leases, 2019 | 11,633 | |
Operating Leases, 2020 | 11,592 | |
Operating Leases, 2021 | 10,596 | |
Operating Leases, 2022 | 9,490 | |
Operating Leases, 2023 | 8,584 | |
Operating Leases, Thereafter | 48,109 | |
Operating Leases, Total | $ 100,004 |
Broadcast Licenses - Additional
Broadcast Licenses - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Impairment charge | $ 1,915 | $ 1,915 |
Broadcast Licenses [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
License renewable term | 8 years |
Broadcast Licenses - Fair Value
Broadcast Licenses - Fair Value Measurement Inputs and Valuation Techniques for Broadcast Licenses (Detail) - Broadcast Licenses [Member] | 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 |
Measurement Input, Operating Profit Margin [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | 0.043 | 0.044 |
Measurement Input, Operating Profit Margin [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | 0.307 | 0.345 |
Measurement Input, Long-term Revenue Growth Rate [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | 0.007 | 0.005 |
Measurement Input, Long-term Revenue Growth Rate [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Intangible asset measurement input percentage | 0.011 | 0.012 |
Broadcast Licenses - Results of
Broadcast Licenses - Results of Interim Impairment Testing of Broadcast Licenses Under Start-Up Income Approach (Detail) | 9 Months Ended |
Sep. 30, 2019 | |
Cleveland OH [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 1.50% |
Little Rock [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 15.10% |
Louisville KY [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | (15.20%) |
Philadelphia PA [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | (0.80%) |
Portland OR [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | (2.20%) |
Sacramento CA [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 6.60% |
San Francisco CA [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | (3.40%) |
Broadcast Licenses - Schedule o
Broadcast Licenses - Schedule of Changes in Broadcasting Licenses (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Balance before cumulative loss on impairment, beginning of period | $ 484,691 | $ 486,455 |
Accumulated loss on impairment, beginning of period | (108,375) | (105,541) |
Balance after cumulative loss on impairment, beginning of period | 376,316 | 380,914 |
Abandoned capital projects | (40) | |
Impairments based on the estimated fair value of broadcast licenses | (1,915) | (2,834) |
Balance before cumulative loss on impairment, end of period | 444,274 | 484,691 |
Accumulated loss on impairment, end of period | (103,920) | (108,375) |
Balance after cumulative loss on impairment, end of period | 340,354 | 376,316 |
Radio Stations [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Acquisitions of FM translators and construction permits | 616 | 6,270 |
Dispositions of radio stations | (34,998) | (8,013) |
FM Translators [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Acquisitions of FM translators and construction permits | $ 335 | $ 19 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Goodwill (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 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 |
Balance before cumulative loss on impairment, end of period | 28,454 | 28,818 |
Accumulated loss on impairment, end of period | (2,029) | (2,029) |
Balance after cumulative loss on impairment, end of period | 26,425 | 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) |
Amortizable Intangible Assets -
Amortizable Intangible Assets - Summary of Significant Classes of Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 62,717 | $ 64,444 |
Accumulated Amortization | (54,547) | (53,180) |
Net | 8,170 | 11,264 |
Customer Lists and Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 23,833 | 24,673 |
Accumulated Amortization | (21,510) | (21,798) |
Net | 2,323 | 2,875 |
Domain and Brand Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 20,332 | 21,358 |
Accumulated Amortization | (17,347) | (16,758) |
Net | 2,985 | 4,600 |
Favorable and Assigned Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,188 | 2,256 |
Accumulated Amortization | (1,911) | (1,953) |
Net | 277 | 303 |
Subscriber Base and Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 9,886 | 9,672 |
Accumulated Amortization | (7,988) | (7,198) |
Net | 1,898 | 2,474 |
Author Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,771 | 2,771 |
Accumulated Amortization | (2,571) | (2,454) |
Net | 200 | 317 |
Non-Compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,041 | 2,048 |
Accumulated Amortization | (1,758) | (1,641) |
Net | 283 | 407 |
Other Amortizable Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,666 | 1,666 |
Accumulated Amortization | (1,462) | (1,378) |
Net | $ 204 | $ 288 |
Amortizable Intangible Assets_2
Amortizable Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 1.1 | $ 1.6 | $ 3.5 | $ 4.6 |
Amortizable Intangible Assets_3
Amortizable Intangible Assets - Amortizable Intangible Assets, Estimate Amortization Expense (Detail) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2019 (Oct – Dec) | $ 1,069 | |
2020 | 3,265 | |
2021 | 1,783 | |
2022 | 1,146 | |
2023 | 627 | |
Thereafter | 280 | |
Net | $ 8,170 | $ 11,264 |
Long-Term Debt - 6.75% Senior S
Long-Term Debt - 6.75% Senior Secured Notes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | May 19, 2017 | |
Debt Instrument [Line Items] | ||||||
Interest payable, current | $ 5,231 | $ 5,231 | $ 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% | |||||
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% | |||||
Debt instrument, redemption price, percentage of principal amount redeemed | 103.00% | |||||
Debt Instrument Redemption Period One [Member] | ||||||
Debt Instrument [Line Items] | ||||||
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% | |||||
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 | $ 15,700 | |||||
Interest payable, current | 5,200 | 5,200 | ||||
Debt related commitment fees and debt issuance costs | $ 200 | $ 200 | $ 600 | $ 700 |
Long - term Debt - Summary of R
Long - term Debt - Summary of Repurchase of Senior Secured Note (Detail) - Senior Secured Note [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Debt Instrument [Line Items] | |
Principal Repurchased | $ 23,100 |
Cash Paid | 21,566 |
Bond Issue Costs | 461 |
Net Gain | $ 1,074 |
Senior Secured Note Period One [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 Period Two [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 Period Three [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 Period Four [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 Period Five [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 Period Six [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 Period Seven [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 Period Eight [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 Period Nine [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 Period Ten [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 Period Eleven [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 Period Twelve [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 Period Thirteen [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 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 |
Debt Instrument [Line Items] | |||||
Debt instrument, debt default, description of violation or event of default | $ 231,900,000 | $ 231,900,000 | |||
Amortization of financing costs | 766,000 | $ 855,000 | |||
Debt related commitment fees and debt issuance costs | $ 6,300,000 | ||||
Asset-Based Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
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. | ||||
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 | $ 10,000,000 | |||
Amortization of financing costs | $ 800,000 | ||||
Debt instrument blended interest rate | 4.11% | 4.11% | |||
Asset-Based Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, debt default, description of violation or event of default | $ 30,000,000 | $ 18,100,000 | $ 18,100,000 | ||
Debt instrument, interest rate, increase (decrease) | 2.00% | ||||
Maturity date | May 19, 2022 | ||||
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 | 26,200,000 | $ 26,200,000 | |||
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 | $ 50,000 | $ 53,000 | $ 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 | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 228,091 | $ 234,030 |
Less current portion | 18,065 | 19,660 |
Total long-term debt less unamortized debt issuance costs | 246,156 | 253,690 |
Asset-Based Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Less current portion | 18,065 | 19,660 |
6.75% Senior Secured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt and capital lease obligations current and noncurrent | 231,900 | 238,570 |
Less unamortized debt issuance costs based on imputed interest rate of 7.08% | (3,809) | (4,540) |
Long-term Debt | $ 228,091 | $ 234,030 |
Long-Term Debt - Long-Term De_2
Long-Term Debt - Long-Term Debt (Parenthetical) (Detail) | Sep. 30, 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 | Sep. 30, 2019 |
Shares Issued And Outstanding [Line Items] | ||
Debt instrument, face amount | $ 231,900,000 | |
Asset-Based Revolving Credit Facility [Member] | ||
Shares Issued And Outstanding [Line Items] | ||
Debt instrument, face amount | $ 30,000,000 | $ 18,100,000 |
6.75% Senior Secured Notes [Member] | ||
Shares Issued And Outstanding [Line Items] | ||
Debt instrument, interest rate, stated percentage | 6.75% | |
Minimum [Member] | Asset-Based Revolving Credit Facility [Member] | ||
Shares Issued And Outstanding [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] | ||
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] | ||
Shares Issued And Outstanding [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] | ||
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% |
Long-Term Debt - Principle Repa
Long-Term Debt - Principle Repayment Requirements Under Long Term Agreements Outstanding (Detail) $ in Thousands | Sep. 30, 2019USD ($) |
Maturities Of Long Term Debt [Abstract] | |
2020 | $ 18,065 |
2021 | 0 |
2022 | 0 |
2023 | 0 |
2024 | 231,900 |
Thereafter | 0 |
Total | $ 249,965 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) | Sep. 30, 2019USD ($) |
Fair Value Disclosures [Abstract] | |
Carrying value of notes | $ 231,900,000 |
Debt instrument, estimated fair value | $ 202,300,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value of Financial Assets and Liabilities (Detail) $ in Thousands | Sep. 30, 2019USD ($) |
Liabilities: | |
Estimated fair value of contingent earn-out consideration included in accrued expenses | $ 19 |
Long-term debt less unamortized debt issuance costs | 246,156 |
Other Indefinite Lived Intangible Assets [Member] | |
Assets | |
Estimated fair value of other indefinite-lived intangible assets | 277 |
Fair Value, Inputs, Level 2 [Member] | Other Indefinite Lived Intangible Assets [Member] | |
Liabilities: | |
Long-term debt less unamortized debt issuance costs | 216,589 |
Fair Value, Inputs, Level 3 [Member] | Other Indefinite Lived Intangible Assets [Member] | |
Assets | |
Estimated fair value of other indefinite-lived intangible assets | 277 |
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 Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Contingency [Line Items] | |||
Effective corporate income tax rate | 21.00% | 35.00% | |
Deferred tax assets, valuation allowance | $ 10.8 | $ 5.4 | |
Cumulative adjusted pre-tax book loss | 5.4 | ||
Increase to the valuation allowance amount | $ 5.4 | ||
Domestic Tax Authority [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards for federal income tax purpose | $ 148.1 | ||
Beginning year of expiry for net operating loss carry forwards | 2021 | ||
Ending year of expiry for net operating loss carryforwards | 2038 | ||
State and Local Jurisdiction [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss carryforwards for federal income tax purpose | $ 783.8 | ||
Beginning year of expiry for net operating loss carry forwards | 2019 | ||
Ending year of expiry for net operating loss carryforwards | 2038 |
Stock Incentive Plan - Addition
Stock Incentive Plan - Additional Information (Detail) - USD ($) | Jul. 05, 2019 | May 14, 2019 | May 08, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected term of award | 7 years 8 months 12 days | 7 years 8 months 12 days | 7 years 4 months 24 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 430,384 | |||||
Employee service share-based compensation, nonvested awards, compensation not yet recognized, stock options | $ 58,000 | $ 58,000 | ||||
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 1 year 8 months 12 days | |||||
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 | 119,049 | |||||
Restricted Stock [Member] | Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 2 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 41,323 | |||||
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 | |||||
Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected term of award | 6 years | |||||
Minimum [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected term of award | 10 years | |||||
Maximum [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 5 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 | $ 1.53 | $ 1.53 | ||||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 700,000 | $ 300,000 | ||||
Employee Stock Option [Member] | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Employee Stock Option [Member] | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 5 years |
Stock Incentive Plan - Schedule
Stock Incentive Plan - Schedule of Stock-Based Compensation Expense Recognized (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense, pre-tax | $ 177 | $ 191 | $ 1,289 | $ 363 |
Tax expense for stock-based compensation expense | (46) | (49) | (335) | (94) |
Total stock-based compensation expense, net of tax | 131 | 142 | 954 | 269 |
Unallocated Corporate [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock option compensation expense | 43 | 120 | 229 | 220 |
Restricted stock shares compensation expenses | 100 | 523 | ||
Broadcast [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock option compensation expense | 20 | 40 | 88 | 82 |
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 | 12 | 27 | 58 | 50 |
Publishing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock option compensation expense | $ 2 | $ 4 | $ 8 | $ 11 |
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) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Expected volatility | 50.45% | 50.07% | 41.84% |
Expected dividends | 15.75% | 14.91% | 7.89% |
Expected term (in years) | 7 years 8 months 12 days | 7 years 8 months 12 days | 7 years 4 months 24 days |
Risk-free interest rate | 1.71% | 1.83% | 2.93% |
Stock Incentive Plan - Schedu_3
Stock Incentive Plan - Schedule of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Sep. 30, 2019 | Dec. 31, 2018 | |
Shares | |||
Ending Balance | 1,989,472 | 1,834,472 | |
Employee Stock Option [Member] | |||
Shares | |||
Beginning Balance | 1,980,972 | ||
Granted | 38,750 | ||
Exercised | (200) | ||
Forfeited or expired | (185,050) | ||
Ending Balance | 1,834,472 | 1,980,972 | |
Exercisable at end of period | 1,264,344 | ||
Expected to Vest | 541,337 | ||
Weighted Average Exercise Price | |||
Beginning Balance | $ 4.63 | ||
Granted | 1.80 | ||
Exercised | 2.38 | ||
Forfeited or expired | 5.81 | ||
Ending Balance | 4.47 | $ 4.63 | |
Exercisable at end of period | 4.93 | ||
Expected to Vest | 4.49 | ||
Weighted Average Grant Date Fair value | |||
Beginning Balance | 2.61 | ||
Granted | 0.30 | ||
Exercised | 2.05 | ||
Forfeited or expired | 4.14 | ||
Ending Balance | 2.42 | $ 2.61 | |
Exercisable at end of period | 2.79 | ||
Expected to Vest | $ 2.43 | ||
Weighted Average Remaining Contractual Term | |||
Contractual term | 3 years 9 months 18 days | 4 years 1 month 6 days | |
Exercisable at end of period | 2 years 6 months | ||
Expected to Vest | 3 years 8 months 12 days | ||
Aggregate Intrinsic Value | |||
Granted | $ 0 | ||
Exercised | 0 | ||
Forfeited or expired | $ 2 |
Stock Incentive Plan - Schedu_4
Stock Incentive Plan - Schedule of Information Regarding Restricted Stock Activity (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Outstanding Shares, Beginning Balance | shares | 0 |
Outstanding Shares, Granted | shares | 430,384 |
Outstanding Shares, Lapsed | shares | (389,061) |
Outstanding Shares, Forfeited | shares | 0 |
Outstanding Shares, Ending Balance | shares | 41,323 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 0 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 2.11 |
Weighted Average Grant Date Fair Value, Lapsed | $ / shares | 2.07 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 2.42 |
Weighted Average Remaining Contractual Terms | 1 year 9 months 3 days |
Aggregate Intrinsic Value, Beginning Balance | $ | $ 0 |
Aggregate Intrinsic Value, Granted | $ | 906 |
Aggregate Intrinsic Value, Lapsed | $ | 919 |
Aggregate Intrinsic Value, Forfeited | $ | 0 |
Aggregate Intrinsic Value, Ending Balance | $ | $ 63 |
Equity Transactions - Additiona
Equity Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2019 | |
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 | $ 177 | $ 936 | $ 176 | $ 191 | $ 126 | $ 46 | $ 1,300 | $ 400 | |
Scenario, Forecast [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||||
Expected dividend payments | $ 6,900 |
Equity Transactions - Schedule
Equity Transactions - Schedule of Cash Distributions Declared and Paid (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($)$ / shares | |
Dividend Payment One [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 Two [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 Three [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 Four [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 Five [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 Six [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 Seven [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 |
Basic and Diluted Net Earning_2
Basic and Diluted Net Earnings Per Share - Additional Information (Detail) - shares | Sep. 30, 2019 | Sep. 30, 2018 |
Earnings Per Share Basic And Diluted [Abstract] | ||
Option to purchase shares of common stock outstanding | 1,834,472 | 1,989,472 |
Segment Data - Additional Infor
Segment Data - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2019Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
Segment Data - Schedule of Segm
Segment Data - Schedule of Segment Data (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Depreciation | $ 2,744 | $ 3,032 | $ 8,529 | $ 9,076 | ||
Amortization | 1,147 | 1,604 | 3,567 | 4,558 | ||
Change in the estimated fair value of contingent earn-out consideration | (40) | (40) | 72 | |||
Impairment of indefinite-lived long-term assets other than goodwill | 1,915 | 1,915 | ||||
Net (gain) loss on the disposition of assets | (17,545) | 759 | (21,212) | (4,400) | ||
Operating income | (14,487) | 6,275 | (9,870) | 13,289 | ||
Inventories, net | 649 | 649 | $ 677 | |||
Property and equipment, net | 88,317 | 88,317 | 96,344 | |||
Broadcast licenses | 340,354 | 340,354 | 376,316 | $ 380,914 | ||
Goodwill | 26,425 | 26,425 | 26,789 | $ 26,424 | ||
Other indefinite-lived intangible assets | 277 | 277 | 277 | |||
Operating Segments [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net revenue | 64,116 | 65,528 | 189,265 | 195,595 | ||
Operating expenses | 55,292 | 55,376 | 163,952 | 164,200 | ||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments and net (gain) loss on the disposition of assets | 8,824 | 25,313 | 31,395 | |||
Net operating income (loss) before depreciation, amortization and net (gain) loss on the disposition of assets | 10,152 | |||||
Depreciation | 2,744 | 3,032 | 8,529 | 9,076 | ||
Amortization | 1,147 | 1,604 | 3,567 | 4,558 | ||
Change in the estimated fair value of contingent earn-out consideration | (40) | (40) | 72 | |||
Impairment of indefinite-lived long-term assets other than goodwill | 1,915 | 1,915 | ||||
Net (gain) loss on the disposition of assets | 17,545 | (759) | 21,212 | 4,400 | ||
Operating income | (14,487) | 6,275 | (9,870) | 13,289 | ||
Inventories, net | 649 | 649 | 677 | |||
Property and equipment, net | 88,317 | 88,317 | 96,344 | |||
Broadcast licenses | 340,354 | 340,354 | 376,316 | |||
Goodwill | 26,425 | 26,425 | 26,789 | |||
Other indefinite-lived intangible assets | 277 | 277 | 277 | |||
Amortizable intangible assets, net | 8,170 | 8,170 | 11,264 | |||
Operating Segments [Member] | Broadcast [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net revenue | 47,679 | 48,812 | 142,854 | 147,425 | ||
Operating expenses | 37,310 | 37,158 | 111,466 | 110,151 | ||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments and net (gain) loss on the disposition of assets | 10,369 | 31,388 | 37,274 | |||
Net operating income (loss) before depreciation, amortization and net (gain) loss on the disposition of assets | 11,654 | |||||
Depreciation | 1,720 | 1,923 | 5,399 | 5,692 | ||
Amortization | 8 | 9 | 26 | 29 | ||
Impairment of indefinite-lived long-term assets other than goodwill | 1,915 | 1,915 | ||||
Net (gain) loss on the disposition of assets | 17,539 | (759) | 20,951 | 4,400 | ||
Operating income | (10,813) | 10,481 | 3,097 | 27,153 | ||
Property and equipment, net | 73,383 | 73,383 | 81,269 | |||
Broadcast licenses | 340,354 | 340,354 | 376,316 | |||
Goodwill | 2,930 | 2,930 | 2,960 | |||
Amortizable intangible assets, net | 277 | 277 | 303 | |||
Operating Segments [Member] | Digital Media [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net revenue | 9,149 | 10,397 | 29,349 | 31,051 | ||
Operating expenses | 7,282 | 8,021 | 22,988 | 24,792 | ||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments and net (gain) loss on the disposition of assets | 1,867 | 6,361 | 6,259 | |||
Net operating income (loss) before depreciation, amortization and net (gain) loss on the disposition of assets | 2,376 | |||||
Depreciation | 764 | 777 | 2,302 | 2,346 | ||
Amortization | 929 | 1,370 | 2,907 | 3,818 | ||
Change in the estimated fair value of contingent earn-out consideration | (40) | (40) | 72 | |||
Net (gain) loss on the disposition of assets | 6 | 260 | ||||
Operating income | 208 | 229 | 932 | 23 | ||
Inventories, net | 290 | |||||
Property and equipment, net | 6,301 | 6,301 | 6,184 | |||
Goodwill | 21,599 | 21,599 | 21,933 | |||
Amortizable intangible assets, net | 6,503 | 6,503 | 8,937 | |||
Operating Segments [Member] | Publishing [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net revenue | 7,288 | 6,319 | 17,062 | 17,119 | ||
Operating expenses | 6,517 | 6,210 | 17,112 | 17,319 | ||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments and net (gain) loss on the disposition of assets | 771 | (50) | (200) | |||
Net operating income (loss) before depreciation, amortization and net (gain) loss on the disposition of assets | 109 | |||||
Depreciation | 80 | 128 | 289 | 388 | ||
Amortization | 210 | 225 | 633 | 710 | ||
Net (gain) loss on the disposition of assets | 1 | |||||
Operating income | 481 | (244) | (973) | (1,298) | ||
Inventories, net | 649 | 649 | 387 | |||
Property and equipment, net | 817 | 817 | 933 | |||
Goodwill | 1,888 | 1,888 | 1,888 | |||
Other indefinite-lived intangible assets | 277 | 277 | 277 | |||
Amortizable intangible assets, net | 1,388 | 1,388 | 2,021 | |||
Operating Segments [Member] | Unallocated Corporate [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Operating expenses | 4,183 | 3,987 | 12,386 | 11,938 | ||
Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments and net (gain) loss on the disposition of assets | (4,183) | (12,386) | (11,938) | |||
Net operating income (loss) before depreciation, amortization and net (gain) loss on the disposition of assets | (3,987) | |||||
Depreciation | 180 | 204 | 539 | 650 | ||
Amortization | 1 | 1 | ||||
Operating income | (4,363) | $ (4,191) | (12,926) | $ (12,589) | ||
Property and equipment, net | 7,816 | 7,816 | 7,958 | |||
Goodwill | 8 | 8 | 8 | |||
Amortizable intangible assets, net | $ 2 | $ 2 | $ 3 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | Oct. 31, 2019 | Oct. 05, 2019 | Sep. 27, 2019 | Sep. 26, 2019 | Aug. 13, 2019 | Jul. 05, 2019 | Dec. 31, 2019 | Sep. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Agreement to sell business | $ 4,202,000 | $ 8,518,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 430,384 | |||||||||
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 | 41,323 | |||||||||
Vesting period | 2 years | |||||||||
Subsequent Event [Member] | 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 | |||||||||
Vesting period | 2 years | |||||||||
Radio Stations [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Agreement to sell business | $ 0 | $ 8,200,000 | $ 8,700,000 | |||||||
Pretax loss on sale of assets | $ (1,300,000) | $ (4,700,000) | $ 9,900,000 | |||||||
Radio Stations [Member] | Subsequent Event [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Agreement to sell business | $ 200,000 | |||||||||
Radio Stations [Member] | Scenario, Forecast [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Pretax loss on sale of assets | $ 1,700,000 |