Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 03, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | SALEM MEDIA GROUP, INC. /DE/ | |
Entity Central Index Key | 1,050,606 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | SALM | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 20,627,916 | |
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 | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 9 | $ 3 |
Trade accounts receivable (net of allowances of $11,019 in 2017 and $10,187 in 2018) | 32,577 | 32,545 |
Unbilled revenue | 3,106 | 2,298 |
Other receivables (net of allowances of $227 in 2017 and $143 in 2018) | 727 | 820 |
Inventories (net of reserves of $1,657 in 2017 and $695 in 2018) | 953 | 730 |
Prepaid expenses | 7,207 | 6,824 |
Assets held for sale | 8,025 | 3,500 |
Total current assets | 52,604 | 46,720 |
Land held for sale | 0 | 1,000 |
Notes receivable (net of allowance of $759 in 2017 and $507 in 2018) | 35 | 53 |
Property and equipment (net of accumulated depreciation of $164,720 in 2017 and $166,599 in 2018) | 96,423 | 99,480 |
Broadcast licenses | 373,962 | 380,914 |
Goodwill | 25,803 | 26,424 |
Other indefinite-lived intangible assets | 313 | 313 |
Amortizable intangible assets (net of accumulated amortization of $47,179 in 2017 and $49,942 in 2018) | 10,180 | 13,104 |
Deferred financing costs | 418 | 550 |
Deferred income taxes | 1,070 | 1,070 |
Other assets | 3,768 | 3,191 |
Total assets | 564,576 | 572,819 |
Current liabilities: | ||
Accounts payable | 4,228 | 1,584 |
Accrued expenses | 12,050 | 9,281 |
Accrued compensation and related expenses | 7,905 | 7,643 |
Accrued interest | 1,416 | 1,445 |
Contract liabilities | 11,400 | 12,763 |
Deferred rent expense | 133 | 152 |
Income taxes payable | 192 | 172 |
Current portion of long-term debt and capital lease obligations | 12,020 | 9,109 |
Total current liabilities | 49,344 | 42,149 |
Long-term debt and capital lease obligations, less current portion | 240,260 | 249,579 |
Deferred income taxes | 33,339 | 34,151 |
Deferred rent expense, long term | 13,486 | 13,644 |
Contract liabilities, long-term | 1,363 | 1,951 |
Other long-term liabilities | 51 | 64 |
Total liabilities | 337,843 | 341,538 |
Commitments and contingencies (Note 14) | ||
Stockholders' Equity: | ||
Additional paid-in capital | 244,827 | 244,634 |
Accumulated earnings | 15,629 | 20,370 |
Treasury stock, at cost (2,317,650 shares at December 31, 2017 and June 30, 2018) | (34,006) | (34,006) |
Total stockholders' equity | 226,733 | 231,281 |
Total liabilities and stockholders' equity | 564,576 | 572,819 |
Common Class A [Member] | ||
Stockholders' Equity: | ||
Common stock | 227 | 227 |
Common Class B [Member] | ||
Stockholders' Equity: | ||
Common stock | $ 56 | $ 56 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Trade accounts receivable, allowances | $ 10,187 | $ 11,019 |
Allowance for Doubtful Other Receivables, Current | 143 | 227 |
Inventories, reserves | 695 | 1,657 |
Notes receivable, allowance | 507 | 759 |
Property and equipment, accumulated depreciation | 166,599 | 164,720 |
Amortizable intangible assets, accumulated amortization | $ 49,942 | $ 47,179 |
Treasury stock, shares | 2,317,650 | 2,317,650 |
Common Class A [Member] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 80,000,000 | 80,000,000 |
Common stock, issued | 22,941,201 | 22,932,451 |
Common stock, outstanding | 20,623,551 | 20,614,801 |
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 | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Net broadcast revenue | $ 50,563 | $ 49,251 | $ 98,613 | $ 97,055 |
Net digital media revenue | 10,260 | 10,866 | 20,654 | 21,552 |
Net publishing revenue | 5,449 | 5,995 | 10,800 | 12,485 |
Total net revenue | 66,272 | 66,112 | 130,067 | 131,092 |
Operating expenses: | ||||
Broadcast operating expenses, exclusive of depreciation and amortization shown below (including $547 and $574 for the three months ended June 30, 2017 and 2018, respectively, and $1,114 and $1,135 for the six months ended June 30, 2017 and 2018, respectively, paid to related parties) | 37,243 | 35,931 | 72,993 | 71,767 |
Digital media operating expenses, exclusive of depreciation and amortization shown below | 8,397 | 8,370 | 16,771 | 17,072 |
Publishing operating expenses, exclusive of depreciation and amortization shown below | 5,522 | 5,668 | 11,109 | 12,019 |
Unallocated corporate expenses exclusive of depreciation and amortization shown below (including $47 and $94 for the three months ended June 30, 2017 and 2018, respectively, and $139 and $157 for the six months ended June 30, 2017 and 2018, respectively, paid to related parties) | 4,030 | 3,825 | 7,951 | 8,950 |
Depreciation | 3,035 | 3,109 | 6,044 | 6,089 |
Amortization | 1,476 | 1,143 | 2,954 | 2,285 |
Change in the estimated fair value of contingent earn-out consideration | 72 | (43) | 72 | (42) |
Impairment of indefinite-lived long-term assets other than goodwill | 0 | 0 | 0 | 19 |
Net (gain) loss on the disposition of assets | 5,154 | (510) | 5,159 | (505) |
Total operating expenses | 64,929 | 57,493 | 123,053 | 117,654 |
Operating income | 1,343 | 8,619 | 7,014 | 13,438 |
Other income (expense): | ||||
Interest income | 0 | 1 | 2 | 2 |
Interest expense | (4,754) | (3,924) | (9,272) | (7,354) |
Change in the fair value of interest rate swap | 0 | 0 | 0 | 357 |
Gain (loss) on early retirement of long-term debt | 234 | (2,734) | 234 | (2,775) |
Net miscellaneous income and (expenses) | (88) | 0 | (13) | 0 |
Net income (loss) before income taxes | (3,265) | 1,962 | (2,035) | 3,668 |
Provision for (benefit from) income taxes | (1,098) | 690 | (696) | 1,336 |
Net income (loss) | $ (2,167) | $ 1,272 | $ (1,339) | $ 2,332 |
Basic earnings (loss) per share data: | ||||
Basic earnings (loss) per share | $ (0.08) | $ 0.05 | $ (0.05) | $ 0.09 |
Diluted earnings (loss) per share data: | ||||
Diluted earnings (loss) per share | (0.08) | 0.05 | (0.05) | 0.09 |
Distributions per share | $ 0.07 | $ 0.07 | $ 0.13 | $ 0.13 |
Basic weighted average shares outstanding | 26,177,247 | 26,062,403 | 26,174,393 | 25,982,102 |
Diluted weighted average shares outstanding | 26,177,247 | 26,593,366 | 26,174,393 | 26,442,146 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Parenthetical] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Broadcast operating expenses exclusive of depreciation and amortization | $ 37,243 | $ 35,931 | $ 72,993 | $ 71,767 |
Unallocated corporate expenses exclusive of depreciation and amortization | 4,030 | 3,825 | 7,951 | 8,950 |
Related Party [Member] | ||||
Broadcast operating expenses exclusive of depreciation and amortization | 574 | 547 | 1,135 | 1,114 |
Unallocated corporate expenses exclusive of depreciation and amortization | $ 94 | $ 47 | $ 157 | $ 139 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ (1,339) | $ 2,332 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Non-cash stock-based compensation | 172 | 1,425 |
Depreciation and amortization | 8,998 | 8,374 |
Amortization of deferred financing costs | 587 | 357 |
Accretion of financing items | 0 | 74 |
Accretion of acquisition-related deferred payments and contingent consideration | 18 | 24 |
Provision for bad debts | 796 | 796 |
Deferred income taxes | (812) | 1,272 |
Change in the fair value of interest rate swap | 0 | (357) |
Change in the estimated fair value of contingent earn-out consideration | 72 | (42) |
Impairment of indefinite-lived long-term assets other than goodwill | 0 | 19 |
(Gain) loss on early retirement of long-term debt | (234) | 2,775 |
(Gain) loss on the disposition of assets | 5,159 | (505) |
Changes in operating assets and liabilities: | ||
Accounts receivable and unbilled revenue | (1,099) | 2,669 |
Inventories | (223) | (197) |
Prepaid expenses and other current assets | (383) | (804) |
Accounts payable and accrued expenses | 488 | (1,105) |
Deferred rent expense | (166) | 56 |
Contract liabilities | (1,970) | (405) |
Other liabilities | (13) | (15) |
Income taxes payable | 20 | (164) |
Net cash provided by operating activities | 10,071 | 16,579 |
INVESTING ACTIVITIES | ||
Cash paid for capital expenditures net of tenant improvement allowances | (4,680) | (4,768) |
Capital expenditures reimbursable under tenant improvement allowances and trade agreements | (7) | (52) |
Escrow deposits paid related to acquisitions | (185) | (42) |
Escrow deposits received related to radio station sale | 2,045 | 0 |
Purchases of broadcast assets and radio stations | (1,100) | (130) |
Purchases of digital media businesses and assets | (70) | (310) |
Proceeds from sale of assets | 1,791 | 600 |
Other | (399) | (289) |
Net cash used in investing activities | (2,605) | (4,991) |
FINANCING ACTIVITIES | ||
Payments to repurchase 6.75% Senior Secured Notes | (9,550) | 0 |
Payment of interest rate swap | 0 | (783) |
Proceeds from bond offering | 0 | 255,000 |
Refund (payment) of debt issuance costs | 21 | (6,368) |
Payments of acquisition-related contingent earn-out consideration | (15) | (14) |
Payments of deferred installments due from acquisition activity | 0 | (225) |
Proceeds from the exercise of stock options | 21 | 455 |
Payments of capital lease obligations | (59) | (62) |
Payment of cash distribution on common stock | (3,402) | (3,388) |
Book overdraft | 2,621 | (2,838) |
Net cash used in financing activities | (7,460) | (11,699) |
Net increase in cash and cash equivalents | 6 | (111) |
Cash and cash equivalents at beginning of year | 3 | 130 |
Cash and cash equivalents at end of period | 9 | 19 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest, net of capitalized interest | 8,650 | 4,849 |
Cash paid for income taxes | 95 | 211 |
Other supplemental disclosures of cash flow information: | ||
Barter revenue | 3,631 | 2,565 |
Barter expense | 2,755 | 2,348 |
Non-cash investing and financing activities: | ||
Capital expenditures reimbursable under tenant improvement allowances | 7 | 52 |
Assets acquired under capital lease | 56 | 16 |
Non-cash capital expenditures for property & equipment acquired under trade agreements | 9 | 0 |
Debt issuance costs accrued | 0 | 465 |
Revolver [Member] | ||
FINANCING ACTIVITIES | ||
Payments under Term Loan B | (66,374) | (24,583) |
Proceeds from borrowings under Revolver and ABL Facility | 69,277 | 34,107 |
Term Loan B [Member] | ||
FINANCING ACTIVITIES | ||
Payments under Term Loan B | $ 0 | $ (263,000) |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The accompanying Condensed Consolidated Financial Statements of Salem Media Group, Inc. (“Salem” “we,” “us,” “our” or the “company”) include the company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Information with respect to the three and six months ended June 30, 2018 and 2017 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, 2017. Our results are subject to seasonal fluctuations. Therefore, the results of operations for the interim periods presented are not necessarily indicative of the results of operations for the full year. The balance sheet at December 31, 2017 included in this report has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by GAAP. Description of Business Salem is a domestic multimedia company specializing in Christian and conservative content. Our media properties include radio broadcasting, digital media, and publishing entities. We have three operating segments: (1) Broadcast, (2) Digital Media, and (3) Publishing, which are discussed in Note 19 – Segment Data. Our foundational business is radio broadcasting, which includes the ownership and operation of radio stations in large metropolitan markets. We also own and operate Salem Radio Network® (“SRN”), SRN News Network (“SNN”), Today’s Christian Music (“TCM”), Singing News Network and Salem Media Representatives TM Our digital media based businesses provide Christian, conservative, investing and health-themed content, e-commerce, audio and video streaming, and other resources digitally through the web. Salem Web Network™ (“SWN”) websites include Christian content websites BibleStudyTools.com™, Crosswalk.com®, GodVine.com™, iBelieve.com, GodTube.com™, OnePlace.com™, Christianity.com™, GodUpdates.com, CrossCards.com™, ChristianHeadlines.com, LightSource.com™, AllCreated.com, ChristianRadio.com™, CCMmagazine.com™, SingingNews.com™ and SouthernGospel.com™ and our conservative opinion website, collectively known as Townhall Media, include Townhall.com™, HotAir.com™, Twitchy.com, RedState.com, BearingArms.com, HumanEvents.com, and ConservativeRadio.com. We also publish digital newsletters through Eagle Financial Publications, which provide market analysis and non-individualized investment strategies from financial commentators on a subscription basis. Our church e-commerce websites, including 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 includes wellness products through Newport Natural Health, which is a seller of nutritional supplements. Our web content is accessible through all of our radio station websites that feature content of interest to local audiences throughout the United States. Our publishing operating segment includes three businesses: (1) Regnery Publishing, a traditional book publisher that has published dozens of bestselling books by leading conservative authors and personalities, including Ann Coulter, Newt Gingrich, David Limbaugh, Ed Klein, Mark Steyn and Dinesh D’Souza; (2) Salem Author Services, a self-publishing service for authors through Xulon Press, Mill City Press and Bookprinting.com; and (3) Singing News ® Variable Interest Entities We may enter into agreements or investments with other entities that could qualify as variable interest entities (“VIEs”) in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810 Consolidation. We may enter into lease arrangements with entities controlled by our principal stockholders or other related parties. We believe that the requirements of FASB ASC Topic 810 do not apply to these entities because the lease arrangements do not contain explicit guarantees of the residual value of the real estate, do not contain purchase options or similar provisions and the leases are at terms that do not vary materially from leases that would have been available with unaffiliated parties. Additionally, we do not have an equity interest in the entities controlled by our principal stockholders or other related parties and we do not guarantee debt of the entities controlled by our principal stockholders or other related parties. We also enter into Local Marketing Agreements (“LMAs”) or Time Brokerage Agreements (“TBAs”) contemporaneously with entering into an Asset Purchase Agreement (“APA”) to acquire or sell a radio station. Typically, both LMAs and TBAs are contractual agreements under which the station owner/licensee makes airtime available to a programmer/licensee in exchange for a fee and reimbursement of certain expenses. LMAs and TBAs are subject to compliance with the antitrust laws and the communications laws, including the requirement that the licensee must maintain independent control over the station and, in particular, its personnel, programming, and finances. The FCC has held that such agreements do not violate the communications laws as long as the licensee of the station receiving programming from another station maintains ultimate responsibility for, and control over, station operations and otherwise ensures compliance with the communications laws. The requirements of FASB ASC Topic 810 may apply to entities under LMAs or TBAs, depending on the facts and circumstances related to each transaction. As of June 30, 2018, we did not have implicit or explicit arrangements that required consolidation under the guidance in FASB ASC Topic 810. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant areas for which management uses estimates include: revenue recognition, asset impairments, including goodwill, broadcasting licenses, other indefinite-lived intangible assets, and assets held for sale; probabilities associated with the potential for contingent earn-out consideration; fair value measurements; contingency reserves; allowance for doubtful accounts; sales returns and allowances; barter transactions; inventory reserves; reserves for royalty advances; fair value of equity awards; self-insurance reserves; estimated lives for tangible and intangible assets; income tax valuation allowances; and uncertain tax positions. These estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The estimates will change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update our assumptions and estimates on an ongoing basis and we may consult outside experts to assist as considered necessary. Reclassifications Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. These include reclassifications of contract liabilities associated with the adoption of new revenue recognition guidance as of January 1, 2018. Significant Accounting Policies Except for our accounting policies for revenue recognition, deferred revenue, and deferred commissions that were updated as a result of adopting ASC Topic 606, there have been no changes to our significant accounting policies described in Note 1 to our Annual Report on Form 10-K for the year ended December 31, 2017, filed with the SEC on March 15, 2018, that have had a material impact on our Consolidated Financial Statements and related notes. Revenue Recognition We adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers ASC Topic 606 is a comprehensive revenue recognition model that requires revenue to be recognized when control of the promised goods or services are transferred to our customers at an amount that reflects the consideration that we expect to receive. Application of ASC Topic 606 requires us to use more judgment and make more estimates than under former guidance. Application of ASC Topic 606 requires a five-step model applicable to all revenue streams as follows: 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. Trade Accounts Receivable and Contract Assets Trade accounts receivable, net of allowances: Unbilled revenue Contract Assets - Costs to Obtain a Contract: Contract Liabilities Contract liabilities consist of customer advance payments and billings in excess of revenue recognized. We may receive payments from our customers in advance of completing our performance obligations. Additionally, new customers, existing customers without approved credit terms and authors purchasing specific self-publishing services, are required to make payments in advance of the delivery of the products or performance of the services. We record contract liabilities equal to the amount of payments received in excess of revenue recognized, including payments that are refundable if the customer cancels the contract according to the contract terms. Contract liabilities were historically recorded under the caption “deferred revenue” and are reported as current liabilities on our condensed 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 balances during the period are as follows: Short Term Long-Term (Dollars in thousands) Balance, beginning of period January 1, 2018 $ 12,763 $ 1,951 Revenue recognized during the period that was included in the beginning balance of contract liabilities (5,393 ) — Additional amounts recognized during the period 9,122 240 Revenue recognized during the period that was recorded during the period (5,920 ) — Transfers 828 (828 ) Balance, end of period June 30, 2018 $ 11,400 $ 1,363 Amount refundable at beginning of period $ 12,450 $ 1,677 Amount refundable at end of period $ 11,215 $ 1,363 We expect to satisfy these performance obligations as follows: Amount For the Twelve Months Ended June 30, (Dollars in thousands) 2019 $ 11,400 2020 759 2021 254 2022 124 2023 74 Thereafter 152 $ 12,763 Significant Financing Component The length of our typical sales agreement is less than 12 months, however, we may sell subscriptions with a two-year term. 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 July 1, 2019 and June 30, 2020. 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. We noted that 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 Similar to former revenue recognition guidance, we continue to make significant estimates related to variable consideration at the point of sale, including estimates for refunds and product returns. Under ASC Topic 606, estimates of variable consideration are to be recognized before contingencies are resolved in certain circumstances, including when it is probable that a significant reversal in the amount of any estimated cumulative revenue will not occur. We enter into agreements under which the amount of revenue we earn is contingent upon the amount of money raised by our customer over the contract term. Our customer is typically a charity or programmer that purchases blocks of programming time or spots to generate revenue from our audience members. Contract terms can range from a few weeks to a few months, depending the charity or programmer. If the campaign does not generate a pre-determined 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 will continue to recognize revenue at the base amount of the campaign with variable consideration recognized when the uncertainty of each campaign is resolved. These constraints include: (1) the amount of consideration received is highly susceptible to factors outside of our influence, specifically the extent to which our audience donates or contributes to our customer or programmer, (2) the length of time in which the uncertainty about the amount of consideration expected is to be resolved, and (3) our experience has shown these contracts have a large number and broad range of possible outcomes. Trade and Barter Transactions In broadcasting, trade or barter agreements are commonly used to reduce cash expenses by exchanging advertising time for goods or services. We may enter barter agreements to exchange air time or digital advertising for goods or services that can be used in our business or that can be sold to our audience under Listener Purchase Programs. The terms of these barter agreements permit us to preempt the barter air time or digital campaign in favor of customers who purchase the air time or digital campaign for cash. The value of these non-cash exchanges is included in revenue in an amount equal to the fair value of the goods or services we receive. Each transaction must be reviewed to determine that the products, supplies and/or services we receive have economic substance, or value to us. We record barter operating expenses upon receipt and usage of the products, supplies and services, as applicable. We record barter revenue as advertising spots or digital campaigns are delivered, which represents the point in time that control is transferred to the customer thereby completing our performance obligation. Barter revenue is recorded on a gross basis unless an agency represents the programmer, in which case, revenue is reported net of the commission retained by the agency. Trade and barter revenues and expenses were as follows: Three Months Ended Six Months Ended June 30, June 30, 2017 2018 2017 2018 (Dollars in thousands) Net broadcast barter revenue $ 1,222 $ 1,841 $ 2,525 $ 3,531 Net digital media barter revenue — 48 — 93 Net publishing barter revenue 14 6 40 7 Net broadcast barter expense $ 1,046 $ 1,487 $ 2,265 $ 2,753 Net digital media barter expense — — — — Net publishing barter expense 8 2 83 2 Practical Expedients and Exemptions We have elected certain practical expedients and policy elections as permitted under ASC Topic 606 as follows: We applied the transitional guidance to contracts that were not complete at the date of our initial application of ASC Topic 606 on January 1, 2018. We adopted the practical expedient related to not adjusting the promised amount of consideration for the effects of a significant financing component if the period between transfer of product and customer payment is expected to be less than one year at the time of contract inception; We made the accounting policy election to not assess promised goods or services as performance obligations if they are immaterial in the context of the contract with the customer; We made the accounting policy election to exclude sales and similar taxes from the transaction price; We made the accounting policy election to treat shipping and handling costs that occur after control transfers as fulfillment activities instead of assessing such activities as separate performance obligations; and We adopted the practical expedient not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The following table presents our revenues disaggregated by revenue source for each of our three operating segments: Six Months Ended June 30, 2018 Broadcast Digital Media Publishing Consolidated (dollars in thousands) By Source of Revenue: Block Programming - National $ 24,802 $ - $ - $ 24,802 Block Programming - Local 16,302 - - 16,302 Spot Advertising - National 8,256 - - 8,256 Spot Advertising - Local 27,789 - - 27,789 Infomercials 1,006 - - 1,006 Network 9,599 - - 9,599 Digital Advertising 3,355 10,877 236 14,468 Digital Streaming 397 2,262 - 2,659 Digital Downloads and eBooks - 2,496 642 3,138 Subscriptions 524 3,800 483 4,807 Book Sales and e-commerce 260 1,042 6,334 7,636 Self-Publishing fees - - 2,502 2,502 Advertising - Print 14 - 268 282 Other Revenues 6,309 177 335 6,821 $ 98,613 $ 20,654 $ 10,800 $ 130,067 Timing of Revenue Recognition Point in Time $ 97,593 $ 20,600 $ 10,760 $ 128,953 Rental Income 1,020 54 40 1,114 $ 98,613 $ 20,654 $ 10,800 $ 130,067 (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 . 1 2 Spot Advertising 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. Broadcast digital advertising revenue includes the sale of banner advertisements on our owned and operated websites, advertisements in digital newsletters, and custom digital advertising solutions, including 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. 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. Salem’s advertising campaigns are designed to be “white label” agreements between Salem and our advertiser, meaning Salem provides special care and attention to the details of the campaign. We provide custom digital product offerings, including tools for metasearch, retargeting, website design, reputation management, online listing services, and social media marketing. Digital advertising solutions may include third party websites, such as Google or Facebook, which can be included in a digital advertising social media campaign. We manage all aspects of the digital campaign, including social media placements, review and approval of target audiences, and the monitoring of actual results to make modifications as needed. We may contract directly with a third-party, however, we are responsible for delivering the campaign results to our customer with or without the third-party. We are responsible for any payments due to the third party regardless of the campaign results and without regard to the status of payment from our customer. We have discretion in setting the price to our customer without input or approval from the third-party. Accordingly, revenue is reported gross, as principal, as the performance obligation is delivered, which represents the point in time that control is transferred to the customer thereby completing our performance obligation. Digital Streaming Digital Downloads and e-books Subscriptions Book Sales e-Commerce Self-Publishing Fees Revenue is recognized upon completion of each performance obligation, which represents the point in time that control of the product is transferred to the author, thereby completing our performance obligation. Revenue is recorded at the net amount due from the author, including discounts based on the service package. Advertising - Print 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 Accounting Pronouncements Changes to accounting principles are established by the FASB in the form of ASUs to the FASB’s Codification. We consider the applicability and impact of all ASUs on our financial position, results of operations, cash flows, or presentation thereof. Described below are ASUs that are not yet effective, but may be applicable to our financial position, results of operations, cash flows, or presentation thereof. ASUs not listed below were assessed and determined to not be applicable to our financial position, results of operations, cash flows, or presentation thereof. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases In July 2018, the FASB issued ASU 2018-09, Codification Improvements In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment . ASU 2018-07 aligns the accounting for share based payments granted to non-employees with that of share based payments granted to employees. The standard is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years with early adoption permitted. We plan to adopt the new standard on its effective date of January 1, 2021. The adoption of this accounting standard will not have a material impact on our financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) – Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . ASU 2018-02 allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 (“The Act”). Consequently, the amendments eliminate the stranded tax effects resulting from the Act to improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years with early adoption permitted. We plan to adopt the new standard on its effective date of January 1, 2019. We do not expect the adoption of this accounting standard to have a material impact on our financial position, results of operations, cash flows, or presentation thereof. In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842) Land Easement Practical Expedient for Transition to Topic 842. ASU 2018-01 provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under the current leases guidance in Topic 840. ASU 2018-01 is effective with ASU 2016-02 for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years with early adoption permitted. We plan to adopt the new standard on its effective date of January 1, 2019. We do not expect the adoption of this accounting standard to have a material impact on our financial position, results of operations, cash flows, or presentation thereof. . In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities In March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium on Purchased Callable Debt Securities , which amends the amortization period for certain purchased callable debt securities held at a premium to a shorter period based on the earliest call date. ASU 2017-08 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. We plan to adopt the new standard on its effective date of January 1, 2019. We do not expect the adoption of this accounting standard to have a material impact on our financial position, results of operations, cash flows, or presentation thereof. In January 2017, the FASB issued ASU 2017-01 , Business Combinations – Clarifying |
IMPAIRMENT OF GOODWILL AND OTHE
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS | NOTE 2. IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS Approximately 71% of our total assets as of June 30, 2018 consist of indefinite-lived intangible assets, such as broadcast licenses, goodwill and mastheads, the value of which depends significantly upon the operating results of our businesses. In the case of our radio stations, we would not be able to operate the properties without the related FCC license for each property. Broadcast licenses are renewed with the FCC every eight years for a nominal cost that is expensed as incurred. We continually monitor our stations’ compliance with the various regulatory requirements. Historically, all of our broadcast licenses have been renewed at the end of their respective periods, and we expect that all broadcast licenses will continue to be renewed in the future. Accordingly, we consider our broadcast licenses to be indefinite-lived intangible assets in accordance with FASB ASC Topic 350, Intangibles – Goodwill and Other We complete our annual impairment tests in the fourth quarter of each year. We believe that our estimate of the value of our broadcast licenses, mastheads, and goodwill is a critical accounting estimate as the value is significant in relation to our total assets, and our estimates incorporate variables and assumptions that are based on past experiences and judgment about future operating performance of our markets and business segments. If actual operating results are less favorable than the assumptions and estimates we used, or if we reduce our estimates of future operating results, we are subject to future impairment charges, the amount of which may be material. The fair value measurements for our indefinite-lived intangible assets use significant unobservable inputs that reflect our own assumptions about the estimates that market participants would use in measuring fair value including assumptions about risk. The unobservable inputs are defined in FASB ASC Topic 820, Fair Value Measurements and Disclosures, During the second quarter of 2018, we entered into an agreement to sell radio station KGBI-FM at a price that is less than our carrying amount. When considering this sale price during our qualitative assessment, we noted it was more likely than not that the fair value of the Omaha market cluster was less than its carrying amount. We performed the first step of the two-step impairment test by estimating the fair value of the market cluster remaining to the carrying value. The first step test indicated that the fair value of the market cluster exceeded the carrying amount by 7%. We did not perform step 2 of the impairment test based on these results. The estimated fair value of the Omaha 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 an FCC license is equivalent to a hypothetical start-up in which the only asset owned by the station as of the valuation date is the FCC license. This approach eliminates factors that are unique to the 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 FCC 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 FCC 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, 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: Long-term market revenue growth rate 1.9 % Operating profit margin ranges (13.9)% - 30.8 % Risk-adjusted discount rate 9.0 % There were no other indications of impairment during the period ended June 30, 2018. During the period ended June 30, 2017, we recorded an impairment charge of $19,000 associated with mastheads based on our decision to cease publishing Preaching Magazine ™ ™ ™ |
IMPAIRMENT OF LONG-LIVED ASSETS
IMPAIRMENT OF LONG-LIVED ASSETS | 6 Months Ended |
Jun. 30, 2018 | |
Impairment Of Long Lived Assets Disclosure [Abstract] | |
IMPAIRMENT OF LONG-LIVED ASSETS | NOTE 3. IMPAIRMENT OF LONG-LIVED ASSETS We account for property and equipment in accordance with FASB ASC Topic 360-10, Property, Plant and Equipment There were no indications of impairment during the period ended June 30, 2018. We reviewed long-lived assets associated with Preaching Magazine ™ ™ ™ |
ACQUISITIONS AND RECENT TRANSAC
ACQUISITIONS AND RECENT TRANSACTIONS | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND RECENT TRANSACTIONS | NOTE 4. ACQUISITIONS AND RECENT TRANSACTIONS During the six month period ended June 30, 2018, we completed or entered into the following transactions: Debt On May 4, 2018, we repurchased $4.0 million of the 6.75% Senior Secured Notes for $3.8 million, or at a price equal to 94.25% of the face value. This transaction resulted in a net pre-tax gain on the early retirement of debt of approximately $0.1 million after bond issue costs associated with the Notes were adjusted for the repurchase. On April 10, 2018, we repurchased $4.0 million of the 6.75% Senior Secured Notes for $3.9 million, or at a price equal to 96.25% of the face value. This transaction resulted in a net pre-tax gain on the early retirement of debt of approximately $63,000 after bond issue costs associated with the Notes were adjusted for the repurchase. On April 9, 2018, we repurchased $2.0 million of the 6.75% Senior Secured Notes for $1.9 million, or at a price equal to 96.5% of the face value. This transaction resulted in a net pre-tax gain on the early retirement of debt of approximately $27,000 after bond issue costs associated with the Notes were adjusted for the repurchase. Equity On May 31, 2018, we announced a quarterly equity distribution in the amount of $0.0650 per share on Class A and Class B common stock. The equity distribution of $1.7 million was paid on June 29, 2018 to all Class A and Class B common stockholders of record as of June 15, 2018. On February 28, 2018, we announced a quarterly equity distribution in the amount of $0.0650 per share on Class A and Class B common stock. The equity distribution of $1.7 million was paid on March 28, 2018 to all Class A and Class B common stockholders of record as of March 14, 2018. Acquisitions On June 25, 2018, we closed on the acquisition of radio station KDXE-FM (formerly KZTS-FM) in Little Rock, Arkansas for $1.1 million in cash. We began programming the station under an LMA that began on April 1, 2018. We recorded goodwill of approximately $7,400 attributable to the additional audience reach obtained and the expected synergies to be realized when combining the operations of this station into our existing cluster in this market. The accompanying Condensed Consolidated Statements of Operations reflect the operating results of this station as of the LMA date within the broadcast operating segment. On April 19, 2018, we acquired the HearItFirst.com domain name and related social media assets for $70,000 in cash. A summary of our business acquisitions and asset purchases during the six month period ended June 30, 2018, none of which were individually or in the aggregate material to our Condensed Consolidated financial position as of the respective date of acquisition, is as follows: Acquisition Date Description Total Cost (Dollars in thousands) June 25, 2018 KDXE-FM (formerly KZTS-FM), Little Rock, Arkansas (business acquisition) $ 1,100 April 19, 2018 HearItFirst.com (asset purchase) 70 $ 1,170 The fair value of the net assets acquired was allocated as follows: Net Broadcast Net Digital Media Net Total Assets Acquired Assets Acquired Assets Acquired (Dollars in thousands) Assets Property and equipment $ 32 $ 30 $ 62 Broadcast licenses 1,061 — 1,061 Goodwill 7 — 7 Customer lists and contracts — 40 40 $ 1,100 $ 70 $ 1,170 Divestitures On June 20, 2018, we closed on the sale of radio station WBIX-AM in Boston, Massachusetts for $0.7 million in cash. The buyer had been operating the station under an LMA as of January 8, 2018. We recorded a pre-tax gain on the sale of $0.2 million. On May 24, 2018, we closed on the sale of land in Covina, California for $0.8 million dollars. The original APA was for $1.0 million and was to close in the latter half of 2020. We accepted the revised purchase price of $0.8 million and recorded a $0.2 million pre-tax loss based on the earlier closing date. The land, which was not used in operations, was recorded in long-term land held for sale based on the original APA term. We programmed radio station KHTE-FM, in Little Rock, Arkansas, under a TBA that began on April 1, 2015. We had the option to acquire the station for $1.2 million in cash during the TBA period. We ceased operating the station on April 30, 2018 and did not exercise our purchase option. We paid the licensee a $0.1 million fee for not exercising our option to purchase the station. On December 29, 2017, we entered into two LMAs to program radio stations KPAM-AM and KKOV-AM in Portland, Oregon. We began operating the radio stations on January 2, 2018. The LMAs had an original term of up to 12-months. The LMAs terminated on March 30, 2018 when the radio stations were sold to another party. The accompanying Condensed Consolidated Statements of Operations reflects the operating results of these entities during the LMA term. Pending Transactions On June 19, 2018, we entered into an APA to acquire the Childrens-Minsitry-Deals.com website for $3.7 million in cash. We will pay $3.5 million in cash upon closing and $0.2 million in cash plus interest at an annual rate of 5% twelve months from closing provided that the seller meet certain post-closing requirements with regard to intellectual property. Childrens-Minsitry-Deals.com offers biblically based curriculums for children ages 3 through age 18. The sale closed on July 24, 2018. On April 26, 2018, we entered an agreement to exchange radio station KKOL-AM, in Seattle, Washington for KPAM-AM in Portland, Oregon. We are currently operating radio station KPAM-AM under an LMA that was entered with the exchange agreement. We previously operated KPAM-AM under a separate LMA that began on January 2, 2018. The accompanying Condensed Consolidated Statements of Operations reflects the operating results of this station as of January 2, 2018. The exchange transaction is expected to close in the fourth quarter of . On May 18, 2018, we entered into an agreement to sell radio station KGBI-FM in Omaha, Nebraska for $3.2 million. We recorded an estimated loss on the sale of $3.2 million as of June 30, 2018, which reflects the sales price as compared to the carrying value of the assets and the estimated cost to sell. The assets of radio station KGBI-FM are reflected in Assets Held for Sale as of June 30, 2018 2018. On March 23, 2018, we entered into an APA to acquire radio station KZTS-AM (formerly KDXE-AM) and an FM Translator in Little Rock, Arkansas for $0.2 million in cash. We have the rights to program the station under a TBA effective as of April 1, 2018. We entered an LMA with another party under which they will program the station. The sale closed on . On December 1, 2017, we entered into an agreement to sell radio station WQVN-AM (formerly WKAT-AM) in Miami, Florida for $3.5 million in cash. The buyer began operating the radio station under an LMA as of the same date. The sale is expected to close in the third quarter of . We recorded an estimated loss on the sale of assets of $4.8 million as of December 31, 2017, based on the probability of the sale, which reflected the sales price as compared to the carrying value of the assets and the estimated costs of the sale. Assets Held for Sale We record assets as held for sale in the period in which all of the following criteria are met: Management, having the authority to approve the action, commits to a plan to sell the asset or entity; the asset or entity is available for immediate sale in its present condition; an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; the sale is probable and transfer is expected to be completed within one year or as subject to approval of the FCC; the asset or entity is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. When the held for sale criteria is met, but the disposal does not meet the criteria to be treated as discontinued operations, the assets or disposal group are reclassified from the corresponding balance sheet line items to Assets held for sale. Assets held for sale are carried at the lower of the carrying amount or fair value less cost to sell. We determined the fair value of these assets utilizing offers from third parties, which is a Level 3 measurement as discussed in Note 16. During the second quarter of 2018, we committed to a plan to sell the radio stations in our Omaha market and it was likely at that time that the sale would proceed. Based on the ongoing negotiations, we recorded an estimated loss of $1.6 million based on the combined sale price of these stations. We signed the APA on July 23, 2018. At June 30, 2018, Assets Held for Sale consist of radio station WQVN-AM (formerly WKAT-AM) in Miami, Florida and radio stations in the Omaha, Nebraska market. |
CONTINGENT EARN-OUT CONSIDERATI
CONTINGENT EARN-OUT CONSIDERATION | 6 Months Ended |
Jun. 30, 2018 | |
Business Combination, Contingent Consideration, Liability [Abstract] | |
CONTINGENT EARN-OUT CONSIDERATION | NOTE 5. CONTINGENT EARN-OUT CONSIDERATION Our acquisitions may include contingent earn-out consideration as part of the purchase price under which we will make future payments to the seller upon the achievement of certain benchmarks. The fair value of the contingent earn-out consideration is estimated as of the acquisition date at the present value of the expected contingent payments to be made using a probability-weighted discounted cash flow model for probabilities of possible future payments. The present value of the expected future payouts is accreted to interest expense over the earn-out period. The fair value estimates use unobservable inputs that reflect our own assumptions as to the ability of the acquired business to meet the targeted benchmarks and discount rates used in the calculations. The unobservable inputs are defined in FASB ASC Topic 820, Fair Value Measurements and Disclosures, We review the probabilities of possible future payments to the estimated fair value of any contingent earn-out consideration on a quarterly basis over the earn-out period. Actual results are compared to the estimates and probabilities of achievement used in our forecasts. Should actual results of the acquired business increase or decrease as compared to our estimates and assumptions, the estimated fair value of the contingent earn-out consideration liability will increase or decrease, up to the contracted limit, as applicable. Changes in the estimated fair value of the contingent earn-out consideration are reflected in our results of operations in the period in which they are identified. Changes in the estimated fair value of the contingent earn-out consideration may materially impact and cause volatility in our operating results. TradersCrux.com We acquired the TradersCrux.com website and related assets for $0.3 million in cash on July 6, 2017. We paid $0.3 million in cash upon closing and may have paid up to an additional $0.1 million in contingent earn-out consideration within one year upon the achievement of income benchmarks. Using a probability-weighted discounted cash flow model based on our own assumptions as to the ability of TradersCrux.com to achieve the income targets at the time of closing, we estimated the fair value of the contingent earn-out consideration to be $18,750, which approximated the discounted present value due to the earn-out of less than one year. We reviewed the fair value of the contingent earn-out consideration quarterly over the earn-out period to compare actual revenues achieved and projected to the estimates used in our forecasts. Any changes in the estimated fair value of the contingent earn-out consideration were reflected in our results of operations in the period they were identified, up to the maximum future value outstanding under the contract of $0.1 million. We recorded an increase in the estimated fair value of the contingent earn-out consideration of $31,000 for the year ended December 31, 2017 and $75,000 for the period ended June 30, 2018 that is reflected in our results of operations. The increases reflect the achievement of the revenue targets based on actual results that exceeded our original estimates. Portuguese Bible Mobile Application We acquired a Portuguese Bible mobile application and related assets on June 8, 2017. We paid $65,000 in cash upon closing and may have paid up to an additional $20,000 in contingent earn-out consideration during the twelve month period ended June 8, 2018 based on the achievement of certain revenue benchmarks. Using a probability-weighted discounted cash flow model based on our own assumptions as to the ability of the Portuguese Bible mobile applications to achieve the revenue targets at the time of closing, we estimated the fair value of the contingent earn-out consideration to be $16,500, which approximated the discounted present value due to the earn-out period of less than one year. We reviewed the fair value of the contingent earn-out consideration quarterly over the earn-out period to compare actual revenues achieved and projected to the estimates used in our forecasts. Any changes in the estimated fair value of the contingent earn-out consideration were reflected in our results of operations in the period they were identified, up to the maximum future value outstanding under the contract of $20,000. We recorded an increase in the estimated fair value of the contingent earn-out consideration of $1,700 for the year ended December 31, 2017 and a net decrease of $3,200 for the period ended June 30, 2018 that is reflected in our operating results. The change reflects the likelihood of achieving the revenue targets based on actual results to date as compared to estimates in our original estimates. As of the end of the earn-out period in June 2018, we paid a total of $15,000 to the seller. Turner Investment Products We acquired Mike Turner’s line of investment products, including TurnerTrends.com and other domain names and related assets on September 13, 2016. We paid $0.4 million in cash upon closing and may have paid up to an additional $0.1 million in contingent earn-out consideration payable over the next twelve months based on the achievement of certain revenue benchmarks. Using a probability-weighted discounted cash flow model based on our own assumptions as to the ability of Turner’s investment products to achieve the revenue targets at the time of closing, we estimated the fair value of the contingent earn-out consideration to be $66,000, which approximated the discounted present value due to the earn-out period of less than one year. We believe that our experience with digital subscriptions and websites provided a reasonable basis for our estimates. We reviewed the fair value of the contingent earn-out consideration quarterly over the earn-out period to compare actual subscriber revenues achieved and projected to the estimated subscriber revenues used in our forecasts. Any changes in the estimated fair value of the contingent earn-out consideration were reflected in our results of operations in the period they were identified, up to the maximum future value outstanding under the contract of $0.1 million. During the six month period ended June 30, 2017, we recorded a net decrease of $39,000 in the estimated fair value of the contingent earn-out consideration that is reflected in our results of operations for this period due to a reduction in the likelihood of achieving the revenue targets based on actual results to date that were lower than our original estimates. As of the end of the earn-out period on September 13, 2017, we recorded a net decrease of $53,000 in the estimated fair value of the contingent earn-out consideration based on actual revenue that was below our estimates that was reflected in our results of operations for period ended December 31, 2017. We made no cash payments to the seller during the earn-out period. Daily Bible Devotion We acquired Daily Bible Devotion mobile applications on May 6, 2015. We paid $1.1 million in cash upon closing and may have paid up to an additional $0.3 million in contingent earn-out consideration payable over the next two years based upon on the achievement of cumulative session benchmarks for each mobile application. Using a probability-weighted discounted cash flow model based on our own assumptions as to the ability of Bible Devotional Applications to achieve the session benchmarks at the time of closing, we estimated the fair value of the contingent earn-out consideration to be $165,000, which was recorded at the discounted present value of $142,000. The discount was accreted to interest expense over the two-year earn-out period. As of the end of the earn-out period on May 6, 2017, we recorded a net decrease of $4,000 in the estimated fair value of the contingent earn-out consideration based on actual session results at the end of the earn-out period that was reflected in our operating results for the year ended December 31, 2017. Over the total two-year earn out period, we paid a total of $75,000 in cash to the seller, with no cash payments made during the year ended December 31, 2017. Bryan Perry Newsletters On February 6, 2015, we acquired the assets and assumed the deferred subscription liabilities for Bryan Perry Newsletters, paying no cash to the seller upon closing. Future contingent earn-out consideration due to the seller is based upon net subscriber revenues achieved over a two-year period from date of close, of which we will pay the seller 50%. There is no minimum or maximum contractual amount due. Using a probability-weighted discounted cash flow model based on our revenue projections at the time of closing, we estimated the fair value of the contingent earn-out consideration to be $171,000, which we recorded at the discounted present value of $158,000. The discount was accreted to interest expense over the two-year earn-out period. We recorded a net increase of $1,000 to the estimated fair value of the contingent earn-out consideration that was reflected in our results of operations for the six months ending June 30, 2017, due to actual net subscription revenues that were slightly higher than our prior estimate. We paid a total of $91,000 to the seller over the two year earn out period ended February 6, 2017, of which approximately $14,000 was paid during the year ended December 31, 2017. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 6. INVENTORIES Inventories consist of finished goods including books from Regnery Publishing and wellness products. All inventories are valued at the lower of cost or net realizable value as determined on a First-In First-Out (“FIFO”) cost method and reported net of estimated reserves for obsolescence. The following table provides details of inventory on hand by segment: December 31, 2017 June 30, 2018 (Dollars in thousands) Regnery Publishing book inventories $ 2,038 $ 1,169 Reserve for obsolescence – Regnery Publishing (1,621 ) (689 ) Inventory, net - Regnery Publishing 417 480 Wellness products $ 349 $ 479 Reserve for obsolescence – Wellness products (36 ) (6 ) Inventory, net - Wellness products 313 473 Consolidated inventories, net $ 730 $ 953 |
BROADCAST LICENSES
BROADCAST LICENSES | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
BROADCAST LICENSES | NOTE 7. BROADCAST LICENSES The following table presents the changes in broadcasting licenses that include acquisitions and divestitures of radio stations and FM translators as discussed in Note 4 of our Condensed Consolidated Financial Statements. Broadcast Licenses Twelve Months Ended December 31, 2017 Six Months Ended June 30, 2018 (Dollars in thousands) Balance, beginning of period before cumulative loss on impairment $ 494,058 $ 486,455 Accumulated loss on impairment (105,541 ) (105,541 ) Balance, beginning of period after cumulative loss on impairment 388,517 380,914 Acquisitions of radio stations 191 1,061 Acquisitions of FM translators and construction permits 198 — Capital projects to improve broadcast signal and strength 5 — Dispositions of radio stations (7,997 ) (8,013 ) Balance, end of period before cumulative loss on impairment 486,455 479,503 Accumulated loss on impairment (105,541 ) (105,541 ) Balance, end of period after cumulative loss on impairment $ 380,914 $ 373,962 |
GOODWILL
GOODWILL | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | NOTE 8. GOODWILL The following table presents the changes in goodwill including acquisitions and divestitures as discussed in Note 4 of our Condensed Consolidated Financial Statements. Goodwill Twelve Months Ended December 31, 2017 Six Months Ended June 30, 2018 (Dollars in thousands) Balance, beginning of period before cumulative loss on impairment $ 27,642 $ 28,453 Accumulated loss on impairment (2,029 ) (2,029 ) Balance, beginning of period after cumulative loss on impairment 25,613 26,424 Acquisitions of radio stations 14 7 Acquisitions of digital media entities 810 — Dispositions of radio stations — (628 ) Sale of income generating broadcast business (13 ) — Balance, end of period before cumulative loss on impairment 28,453 27,832 Accumulated loss on impairment (2,029 ) (2,029 ) Ending period balance $ 26,424 $ 25,803 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 9. PROPERTY AND EQUIPMENT The following is a summary of the categories of our property and equipment: December 31, 2017 June 30, 2018 (Dollars in thousands) Land $ 32,320 $ 31,684 Buildings 28,962 28,920 Office furnishings and equipment 37,583 37,778 Office furnishings and equipment under capital lease obligations 244 207 Antennae, towers and transmitting equipment 85,632 83,290 Antennae, towers and transmitting equipment under capital lease obligations 795 795 Studio, production and mobile equipment 29,697 29,186 Computer software and website development costs 24,477 25,596 Record and tape libraries 27 18 Automobiles 1,385 1,517 Leasehold improvements 19,003 19,010 Construction-in-progress 4,075 5,021 $ 264,200 $ 263,022 Less accumulated depreciation (164,720 ) (166,599 ) $ 99,480 $ 96,423 Depreciation expense was approximately $3.0 million and $ 3.1 million for each of the three month periods ended June 30, 2018 and 2017, respectively, and $6.0 million and $6.1 million for the six month periods ended June 30, 2018 and 2017, respectively. Included in this amount is $20,000 and $43,000 for the three and six months ended June 30, 2018 and $23,000 and $46,000 for the three and six month periods ended June 30, 2017, on assets acquired under capital lease obligations. Accumulated depreciation associated with assets acquired under capital lease obligations was $703,000 and $755,000 at June 30, 2018 and December 31, 2017, respectively. |
AMORTIZABLE INTANGIBLE ASSETS
AMORTIZABLE INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2018 | |
Intangible Assets Disclosure [Abstract] | |
AMORTIZABLE INTANGIBLE ASSETS | NOTE 10. AMORTIZABLE INTANGIBLE ASSETS The following tables provide a summary of our significant classes of amortizable intangible assets: June 30, 2018 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 22,831 $ (21,227 ) $ 1,604 Domain and brand names 20,106 (15,670 ) 4,436 Favorable and assigned leases 2,256 (1,935 ) 321 Subscriber base and lists 8,797 (5,913 ) 2,884 Author relationships 2,771 (2,368 ) 403 Non-compete agreements 2,029 (1,497 ) 532 Other amortizable intangible assets 1,332 (1,332 ) — $ 60,122 $ (49,942 ) $ 10,180 December 31, 2017 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 22,865 $ (20,888 ) $ 1,977 Domain and brand names 20,109 (14,650 ) 5,459 Favorable and assigned leases 2,379 (2,028 ) 351 Subscriber base and lists 8,797 (4,701 ) 4,096 Author relationships 2,771 (2,237 ) 534 Non-compete agreements 2,029 (1,342 ) 687 Other amortizable intangible assets 1,333 (1,333 ) — $ 60,283 $ (47,179 ) $ 13,104 Amortization expense was approximately $1.5 million and $1.2 million for each of the three month periods ended June 30, 2018 and 2017, respectively, and $3.0 million and $2.3 million for each of the six month periods ended June 30, 2018 and 2017, respectively. Based on the amortizable intangible assets as of June 30, 2018, we estimate amortization expense for the next five years to be as follows: Year Ended December 31, Amortization Expense (Dollars in thousands) 2018 (July – Dec) $ 2,845 2019 3,776 2020 2,351 2021 796 2022 196 Thereafter 216 Total $ 10,180 |
LONG-TERM DEBT
LONG-TERM DEBT | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | NOTE 11. LONG-TERM DEBT Salem Media Group, Inc. has no independent assets or operations, the subsidiary guarantees relating to certain debt are full and unconditional and joint and several, and any subsidiaries of Salem Media Group, Inc. other than the subsidiary guarantors are minor. 6.75% Senior Secured Notes On May 19, 2017, we issued in a private placement the Notes, which were guaranteed on a senior secured basis by our existing subsidiaries (the “Subsidiary Guarantors”). The Notes bear interest at a rate of 6.75% per year and mature on June 1, 2024, unless earlier redeemed or repurchased. Interest initially accrues 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 and the ABL Facility are secured by liens on substantially all of our and the Subsidiary Guarantors’ assets, other than certain excluded assets. The ABL Facility has a first-priority lien on our and the Subsidiary Guarantor’s accounts receivable, inventory, deposit and securities accounts, certain real estate and related assets (the “ABL Priority Collateral”). The Notes are secured by a first-priority lien on substantially all other assets of ours and the Subsidiary Guarantors (the “Notes Priority Collateral”). There is no direct lien on our Federal Communications Commission (“FCC”) licenses to the extent prohibited by law or regulation. We may redeem the Notes, in whole or in part, at any time on or after June 1, 2020 at a price equal to 100% 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 unless our leverage ratio is less than the incurrence covenant; (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 amount of dividends or equity distributions made is not to exceed $2.0 million in any fiscal quarter or $20.0 million in the aggregate, so long as, after giving pro forma effect thereto, the Consolidated Total Debt Ratio would be less than or equal to 6.00 to 1.00. 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. On May 4, 2018, we repurchased $4.0 million of the 6.75% Senior Secured Notes for $3.8 million, or at a price equal to 94.25% of the face value. This transaction resulted in a net pre-tax gain on the early retirement of debt of approximately $0.1 million after bond issue costs associated with the Notes were adjusted for the repurchase. On April 10, 2018, we repurchased $4.0 million of the 6.75% Senior Secured Notes for $3.9 million, or at a price equal to 96.25% of the face value. This transaction resulted in a net pre-tax gain on the early retirement of debt of approximately $63,000 after bond issue costs associated with the Notes were adjusted for the repurchase. On April 9, 2018, we repurchased $2.0 million of the 6.75% Senior Secured Notes for $1.9 million, or at a price equal to 96.5% of the face value. This transaction resulted in a net pre-tax gain on the early retirement of debt of approximately $27,000 after bond issue costs associated with the Notes were adjusted for the repurchase. Based on the amount of bonds outstanding at June 30, 2018, we are required to pay $16.5 million per year in interest on the Notes. As of June 30, 2018, accrued interest on the Notes was $1.4 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 six month periods ended June 30, 2018, $0.3 million and $0.5 million of debt issuance costs associated with the Notes were recognized as interest expense. During the three and six month periods ended June 30, 2017, $0.1 million of debt issuance costs associated with the Notes were recognized as interest expense. Asset-Based Revolving Credit Facility On May 19, 2017, the Company also entered into the ABL Facility pursuant to a Credit Agreement (the “Credit Agreement”) by and among us, as a borrower, our subsidiaries party thereto, as borrowers, Wells Fargo Bank, National Association, as administrative agent and lead arranger, and the lenders that are parties thereto. We used the proceeds of the ABL Facility, together with the net proceeds from the Notes offering, to repay outstanding borrowings under our previously existing senior credit facilities, and related fees and expenses. Going forward, the proceeds of the ABL Facility will be 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 of 0.25% to 0.375% per year. The ABL Facility is secured by a first-priority lien on the ABL Priority Collateral and by a second-priority lien on the Notes Priority Collateral. There is no direct lien on the Company’s FCC licenses to the extent prohibited by law or regulation (other than the economic value and proceeds thereof). 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 amount of dividends or equity distributions made is not to exceed $2.0 million in any fiscal quarter or $20.0 million in the aggregate, so long as, after giving pro forma effect thereto, the Consolidated Total Debt Ratio would be less than or equal to 6.00 to 1.00. 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 $0.7 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 month periods ended June 30, 2018, $52,000 and $0.1 million of debt issue costs associated with the Notes was recognized as interest expense. During the three and six month periods ended June 30, 2017, $24,000 of debt issue costs associated with the Notes were recognized as interest expense. The blended interest rate on amounts outstanding under the ABL Facility was 4.00%. We report outstanding balances on the ABL Facility as short-term regardless of the maturity date based on use of the ABL Facility to fund ordinary and customary operating cash needs with frequent repayments. We believe that our borrowing capacity under the ABL Facility allows us to meet our ongoing operating requirements, fund capital expenditures and satisfy our debt service requirements for at least the next twelve months. Prior Term Loan B and Revolving Credit Facility Our prior credit facility consisted of a term loan of $300.0 million (“Term Loan B”) and a revolving credit facility of $25.0 million (“Revolver”). The Term Loan B was issued at a discount for total net proceeds of $298.5 million. The discount was amortized to non-cash interest expense over the life of the loan using the effective interest method. For the three and six months ended June 30, 2017, approximately $26,000 and $74,000, respectively, of the discount associated with the Term Loan B was recognized as interest expense. The Term Loan B had a term of seven years, maturing in March 2020. On May 19, 2017, we used the net proceeds of the Notes and a portion of the ABL Facility to fully repay amounts outstanding under the Term Loan B of $258.0 million and under the Revolver of $4.1 million. We recorded a loss on the early retirement of long-term debt of $2.1 million, which included $1.5 million of unamortized debt issuance costs on the Term Loan B and the Revolver and $0.6 million of unamortized discount on the Term Loan B. The following payments or prepayments of the Term Loan B were made during the year ended December 31, 2016 and through the date of the termination, including interest through the payment date as follows: Date Principal Paid Unamortized Discount (Dollars in Thousands) May 19, 2017 $ 258,000 $ 550 February 28, 2017 3,000 6 January 30, 2017 2,000 5 December 30, 2016 5,000 12 November 30, 2016 1,000 3 September 30, 2016 1,500 4 September 30, 2016 750 — June 30, 2016 441 1 June 30, 2016 750 — March 31, 2016 750 — March 17, 2016 809 2 Debt issuance costs were amortized to non-cash interest expense over the life of the Term Loan B using the effective interest method. For the three and six months ended June 30, 2017, approximately $71,000 and $203,000, respectively, of the debt issuance costs associated with the Term Loan B were recognized as interest expense. Debt issuance costs associated with the Revolver were recorded as an asset in accordance with ASU 2015-15. The costs were amortized to non-cash interest expense over the five year life of the Revolver using the effective interest method based on an imputed interest rate of 4.58%. For the three and six month period ended June 30, 2017, we recorded amortization of deferred financing costs of approximately $9,000 and $26,000, respectively. Summary of long-term debt obligations Long-term debt consisted of the following: December 31, 2017 June 30, 2018 (Dollars in thousands) 6.75% Senior Secured Notes $ 255,000 $ 245,000 Less unamortized debt issuance costs based on imputed interest rate of 7.08% (5,774 ) (5,082 ) 6.75% Senior Secured Notes net carrying value 249,226 239,918 Asset-Based Revolving Credit Facility principal outstanding 9,000 11,903 Capital leases and other loans 462 459 Long-term debt and capital lease obligations less unamortized debt issuance costs 258,688 252,280 Less current portion (9,109 ) (12,020 ) Long-term debt and capital lease obligations less unamortized debt issuance costs, net of current portion $ 249,579 $ 240,260 In addition to the outstanding amounts listed above, we also have interest payments related to our long-term debt as follows as of June 30, 2018: Outstanding borrowings of $11.9 million under the ABL Facility, with interest payments ranges 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; $245.0 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% on the unused portion of the ABL Facility. Other Debt We have several capital leases related to office equipment. The obligation recorded at December 31, 2017 and June 30, 2018 represents the present value of future commitments under the capital lease agreements. Maturities of Long-Term Debt and Capital Lease Obligations Principal repayment requirements under all long-term debt agreements outstanding at June 30, 2018 for each of the next five years and thereafter are as follows: Amount For the Twelve Months Ended June 30, (Dollars in thousands) 2019 $ 12,020 2020 118 2021 128 2022 87 2023 9 Thereafter 245,000 $ 257,362 |
STOCK INCENTIVE PLAN
STOCK INCENTIVE PLAN | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK INCENTIVE PLAN | NOTE 12. STOCK INCENTIVE PLAN Our Amended and Restated 1999 Stock Incentive Plan (the “Plan”) provides for grants of equity-based awards to employees, non-employee directors and officers, and advisors of the company (“Eligible Persons”). The Plan is designed to promote the interests of the company using equity investment interests to attract, motivate, and retain individuals. A maximum of 5,000,000 shares of common stock are authorized under the Plan. All awards have restriction periods tied primarily to employment and/or service. The Plan allows for accelerated or continued vesting in certain circumstances as defined in the Plan including death, disability, a change in control, and termination or retirement. The Board of Directors, or a committee appointed by the Board, has discretion subject to limits defined in the Plan, to modify the terms of any outstanding award. Under the Plan, the Board, or a committee appointed by the Board, may impose restrictions on the exercise of awards during pre-defined 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 The following table reflects the components of stock-based compensation expense recognized in the Condensed Consolidated Statements of Operations for the three and six month periods ended June 30, 2018 and 2017: Three Months Ended June 30, Six Months Ended June 30, 2017 2018 2017 2018 (Dollars in thousands) (Dollars in thousands) Stock option compensation expense included in unallocated corporate expenses $ 28 $ 76 $ 99 $ 100 Restricted stock shares compensation expense included in unallocated corporate expenses — — 875 — Stock option compensation expense included in broadcast operating expenses 6 29 34 42 Restricted stock shares compensation expense included in broadcast operating expenses — — 224 — Stock option compensation expense included in digital media operating expenses 5 18 19 23 Restricted stock shares compensation expense included in digital media operating expenses — — 124 — Stock option compensation expense included in publishing operating expenses 5 3 14 7 Restricted stock shares compensation expense included in publishing operating expenses — — 36 — Total stock-based compensation expense, pre-tax $ 44 $ 126 $ 1,425 $ 172 Tax expense for stock-based compensation expense (18 ) (33 ) (570 ) (45 ) Total stock-based compensation expense, net of tax $ 26 $ 93 $ 855 $ 127 Stock Option and Restricted Stock Grants Eligible employees may receive stock option awards annually with the number of shares and type of instrument generally determined by the employee’s salary grade and performance level. Incentive and non-qualified stock option awards allow the recipient to purchase shares of our common stock at a set price, not to be less than the closing market price on the date of award, for no consideration payable by the recipient. The related number of shares underlying the stock option is fixed at the time of the grant. Options generally vest over a four-year period with a maximum term of five years from the vesting date. In addition, certain management and professional level employees may receive stock option awards upon the commencement of employment. The Plan also allows for awards of restricted stock, which have been granted periodically to non-employee directors of the company. Awards granted to non-employee directors are made in exchange for their services to the company as directors and therefore, the guidance in FASB ASC Topic 505-50 Equity Based Payments to Non Employees The fair value of each award is estimated as of the date of the grant using the Black-Scholes valuation model. The expected volatility reflects the consideration of the historical volatility of our common stock as determined by the closing price over a six to ten year term commensurate with the expected term of the award. Expected dividends reflect the amount of quarterly distributions authorized and declared on our Class A and Class B common stock as of the grant date. The expected term of the awards are based on evaluations of historical and expected future employee exercise behavior. The risk-free interest rates for periods within the expected term of the award are based on the U.S. Treasury yield curve in effect during the period the options were granted. We have used historical data to estimate future forfeiture rates to apply against the gross amount of compensation expense determined using the valuation model. These estimates have approximated our actual forfeiture rates. 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 six month periods ended June 30, 2018: Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Expected volatility 41.82 % 41.84 % Expected dividends 8.0 % 7.89 % Expected term (in years) 7.4 7.4 Risk-free interest rate 2.95 % 2.93 % Activity with respect to the company’s option awards during the six month period ended June 30, 2018 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, 2018 1,428,462 $ 5.20 $ 2.96 3.7 years $ 653 Granted 642,000 3.30 1.86 Exercised (8,750 ) 2.61 2.18 $ 12 Forfeited or expired (50,625 ) 5.04 3.56 $ 11 Outstanding at June 30, 2018 2,011,087 $ 4.61 $ 2.60 4.5 years $ 2,156 Exercisable at June 30, 2018 1,085,331 $ 5.44 $ 3.36 2.7 years $ 742 Expected to Vest 879,005 $ 4.63 $ 2.62 4.5 years $ 1,351 The aggregate intrinsic value represents the difference between the company’s closing stock price on June 30, 2018 of $5.15 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 six month periods ended June 30, 2018 and 2017 was $0.3 million and $13,000, respectively. As of June 30, 2018, there was $0.7 million 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 2.1 years. There were no restricted stock awards granted during the six month period ended June 30, 2018. |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
EQUITY TRANSACTIONS | NOTE 13. EQUITY TRANSACTIONS We account for stock-based compensation expense in accordance with FASB ASC Topic 718, Compensation-Stock Compensation 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, 2017: Announcement Date Payment Date Amount Per Share Cash Distributed ( in thousands May 31, 2018 June 29, 2018 $ 0.0650 $ 1,701 February 28, 2018 March 28, 2018 $ 0.0650 $ 1,701 December 7, 2017 December 29, 2017 $ 0.0650 $ 1,701 September 12, 2017 September 29, 2017 $ 0.0650 $ 1,701 June 1, 2017 June 30, 2017 $ 0.0650 $ 1,697 March 9, 2017 March 31, 2017 $ 0.0650 $ 1,691 Based on the number of shares of Class A and Class B currently outstanding, we expect to pay total annual distributions of approximately $6.8 million during the year ended December 31, 2018. |
BASIC AND DILUTED NET EARNINGS
BASIC AND DILUTED NET EARNINGS PER SHARE | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED NET EARNINGS PER SHARE | NOTE 14. BASIC AND DILUTED NET EARNINGS PER SHARE Basic net earnings per share has been computed using the weighted average number of Class A and Class B shares of common stock outstanding during the period. Restricted stock awards that vested immediately during the three month period ended March 31, 2017, were included in the weighted average number of common shares used to compute basic earnings per share because these restricted stock awards contained dividend participation and voting rights. Diluted net earnings per share is computed using the weighted average number of shares of Class A and Class B common stock outstanding during the period plus the dilutive effects of stock options. Options to purchase 2,011,087 and 1,490,404 shares of Class A common stock were outstanding at June 30, 2018 and 2017, respectively. Diluted weighted average shares outstanding exclude outstanding stock options whose exercise price is in excess of the average price of the company’s stock price. These options are excluded from the respective computations of diluted net income or loss per share because their effect would be anti-dilutive. As of June 30, 2018 and 2017 there were 101,877 and 530,963 dilutive shares, respectively. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 6 Months Ended |
Jun. 30, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS | NOTE 15. DERIVATIVE INSTRUMENTS We are exposed to market risk from changes in interest rates. We actively monitor these fluctuations and may use derivative instruments primarily for the purpose of reducing the impact of changing interest rates on our variable rate debt and to reduce the impact of changing fair market values on our fixed rate debt. In accordance with our risk management strategy, we may use derivative instruments only for the purpose of managing risk associated with an asset, liability, committed transaction, or probable forecasted transaction that is identified by management. Our use of derivative instruments may result in short-term gains or losses that may increase the volatility of our earnings. Under FASB ASC Topic 815, Derivatives and Hedging, On March 27, 2013, we entered into an interest rate swap agreement with Wells Fargo that began on March 28, 2014 with a notional principal amount of $150.0 million. The agreement was entered to offset risks associated with the variable interest rate on the Term Loan B. Payments on the swap were due on a quarterly basis with a LIBOR floor of 0.625%. The swap was to expire on March 28, 2019 at a fixed rate of 1.645%. The interest rate swap agreement was not designated as a cash flow hedge, and as a result, all changes in the fair value were recognized in the current period statement of operations rather than through other comprehensive income. On May 19, 2017, we paid $0.8 million to terminate the interest rate swap. On May 19, 2017, we entered into a new senior credit facility, which is an asset-based revolving credit facility (“ABL Facility”). The ABL Facility is a five-year $30.0 million (subject to borrowing base) revolving credit facility maturing on May 19, 2022. Amounts outstanding under the ABL Facility bear interest at a rate based on LIBOR plus a spread of 1.50% to 2.0% per annum based on a pricing grid depending on the average available amount for the most recently ended quarter or at the Base Rate (as defined in the Credit Agreement) plus a spread of 0.50% to 1.0% per annum based on a pricing grid depending on the average available amount for the most recently ended quarter. Additionally, we pay a commitment fee on the unused balance of 0.25% to 0.375% per year. 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 re-borrowed at our discretion without penalty or premium. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 16. FAIR VALUE MEASUREMENTS FASB ASC Topic 820 Fair Value Measurements and Disclosures, • Level 1 Inputs • Level 2 Inputs • Level 3 Inputs As of June 30, 2018, 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 June 30, 2018 was $245.0 million compared to the estimated fair value of $223.6 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: June 30, 2018 Carrying Value Fair Value Measurement Category on Balance Sheet Level 1 Level 2 Level 3 (Dollars in thousands) Assets Estimated fair value of assets held for sale $ 8,025 $ — $ — $ 8,025 Estimated fair value of other indefinite-lived intangible assets 313 — — 313 Liabilities: Estimated fair value of contingent earn-out consideration included in accrued expenses 125 — — 125 Long-term debt and capital lease obligations less unamortized debt issuance costs 252,280 — 223,563 — |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 17. INCOME TAXES We recognize deferred tax assets and liabilities for future tax consequences attributable to differences between our consolidated financial statement carrying amount of assets and liabilities and their respective tax bases. We measure these deferred tax assets and liabilities using enacted tax rates expected to apply in the years in which these temporary differences are expected to reverse. We recognize the effect on deferred tax assets and liabilities resulting from a change in tax rates in income in the period that includes the date of the change. We recognized no adjustments for our unrecognized tax benefits as of June 30, 2018 and 2017. 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. In March 2018, the FASB issued ASU 2018-05 , Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (SEC Update) Investments—Debt Securities (Topic 320) . ASU 2018-05 amends certain SEC material in Topic 740 for the income tax accounting implications of the recently issued Tax Cuts and Jobs Act (the “Act.”) The guidance allows for a measurement period of up to one year from the enactment date to finalize the accounting related to the Act. ASU 2018-05 is effective immediately. We have calculated our best estimate of the impact of the Act in our year end income tax provision in accordance with our understanding of the Act and guidance available as of the date of this filing. For financial reporting purposes, we recorded a valuation allowance of $6.2 million as of December 31, 2017 to offset $6.0 million of the deferred tax assets related to the state net operating loss carryforwards and $0.2 million associated with asset impairments. For financial reporting purposes, we recorded a valuation allowance of $4.5 million as of December 31, 2016 to offset $4.2 million of the deferred tax assets related to the state net operating loss carryforwards and $0.3 million associated with asset impairments. During the third quarter of 2016, we identified an error in our estimated valuation allowance for certain deferred tax assets. We recorded an out-of-period adjustment to increase our valuation allowance by $1.6 million for a portion of the deferred tax assets related to state net operating loss carryforwards that we determined were more likely than not to be unrealized. At December 31, 2017, we had net operating loss carryforwards for federal income tax purposes of approximately $153.1 million that expire in 2020 through 2037 and for state income tax purposes of approximately $790.4 million that expire in years 2018 through 2037. For financial reporting purposes at December 31, 2017, we had a valuation allowance of $6.2 million, net of federal benefit, to offset $6.0 million of the deferred tax assets related to the state net operating loss carryforwards and $0.2 million associated with asset impairments. Our evaluation was performed for tax years that remain subject to examination by major tax jurisdictions, which range from 2013 through 2016. The amortization of our indefinite-lived intangible assets for tax purposes but not for book purposes creates deferred tax liabilities. A reversal of deferred tax liabilities may occur when indefinite-lived intangibles: (1) become impaired; or (2) are sold, which would typically only occur in connection with the sale of the assets of a station or groups of stations or the entire company in a taxable transaction. Due to the amortization for tax purposes and not book purposes of our indefinite-lived intangible assets, we expect to continue to generate deferred tax liabilities in future periods exclusive of any impairment losses in future periods. These deferred tax liabilities and net operating loss carryforwards result in differences between our provision for income tax and cash paid for taxes. Valuation Allowance (Deferred Taxes) For financial reporting purposes, we recorded a valuation allowance of $6.2 million as of June 30, 2018 to offset $6.0 million of the deferred tax assets related to the state net operating loss carryforwards and $0.2 million associated with asset impairments. We regularly review our financial forecasts in an effort to determine our ability to utilize the net operating loss carryforwards for tax purposes. Accordingly, the valuation allowance is adjusted periodically based on our estimate of the benefit the company will receive from such carryforwards. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 18. COMMITMENTS AND CONTINGENCIES The Company enters into various agreements in the normal course of business that contain minimum guarantees. These minimum guarantees are often tied to future events, such as future revenue earned in excess of the contractual level. Accordingly, the fair value of these arrangements is zero. The Company also records contingent earn-out consideration representing the estimated fair value of future liabilities associated with acquisitions that may have additional payments due upon the achievement of certain performance targets. The fair value of the contingent earn-out consideration is estimated as of the acquisition date as the present value of the expected contingent payments as determined using weighted probabilities of the expected payment amounts. We review the probabilities of possible future payments to estimate the fair value of any contingent earn-out consideration on a quarterly basis over the earn-out period. Actual results are compared to the estimates and probabilities of achievement used in our forecasts. Should actual results of the acquired business increase or decrease as compared to our estimates and assumptions, the estimated fair value of the contingent earn-out consideration liability will increase or decrease, up to the contracted limit, as applicable. Changes in the estimated fair value of the contingent earn-out consideration are reflected in our results of operations in the period in which they are identified. Changes in the estimated fair value of the contingent earn-out consideration may materially impact and cause volatility in our operating results. The Company and its subsidiaries, incident to its business activities, are parties to a number of legal proceedings, lawsuits, arbitration and other claims. Such matters are subject to many uncertainties and outcomes that are not predictable with assurance. We evaluate claims based on what we believe to be both probable and reasonably estimable. We are unable to ascertain the ultimate aggregate amount of monetary liability or the financial impact with respect to these matters. The company maintains insurance that may provide coverage for such matters. The company believes, at this time, that the final resolution of these matters, individually and in the aggregate, will not have a material adverse effect upon the Company’s consolidated financial position, results of operations or cash flows. Salem leases various land, offices, studios and other equipment under operating leases that generally expire over the next ten to twenty-five years. The majority of these leases are subject to escalation clauses and may be renewed for successive periods ranging from one to five years on terms similar to current agreements and except for specified increases in lease payments. |
SEGMENT DATA
SEGMENT DATA | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | NOTE 19. SEGMENT DATA FASB ASC Topic 280, Segment Reporting Our operating segments reflect how our chief operating decision makers, which we define as a collective group of senior executives, assess the performance of each operating segment and determine the appropriate allocations of resources to each segment. We continue to review our operating segment classifications to align with operational changes in our business and may make future changes as necessary. We measure and evaluate our operating segments based on operating income and operating expenses that do not include allocations of costs related to corporate functions, such as accounting and finance, human resources, legal, tax and treasury; nor do they include costs such as amortization, depreciation, taxes or interest expense. Changes to our operating segments did not impact the reporting units used to test non-amortizable assets for impairment. All prior periods presented are updated to reflect the new composition of our operating segments. Segment performance, as defined by Salem, is not necessarily comparable to other similarly titled captions of other companies. The table below presents financial information for each operating segment as of June 30, 2018 and 2017: Broadcast Digital Media Publishing Unallocated Corporate Expenses Consolidated (Dollars in thousands) Three Months Ended June 30, 2018 Net revenue $ 50,563 $ 10,260 $ 5,449 $ — $ 66,272 Operating expenses 37,243 8,397 5,522 4,030 55,192 Net operating income (loss) before depreciation, amortization and net loss on the disposition of assets $ 13,320 $ 1,863 $ (73 ) $ (4,030 ) $ 11,080 Depreciation 1,911 767 129 228 3,035 Amortization 10 1,223 242 1 1,476 Change in the estimated fair value of contingent earn-out consideration — 72 — — 72 Net loss on the disposition of assets 5,154 — — — 5,154 Net operating income (loss) $ 6,245 $ (199 ) $ (444 ) $ (4,259 ) $ 1,343 Three Months Ended June 30, 2017 Net revenue $ 49,251 $ 10,866 $ 5,995 $ — $ 66,112 Operating expenses 35,931 8,370 5,668 3,825 53,794 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairment and net gain on the disposition of assets $ 13,320 $ 2,496 $ 327 $ (3,825 ) $ 12,318 Depreciation 1,929 820 162 198 3,109 Amortization 18 816 308 1 1,143 Change in the estimated fair value of contingent earn-out consideration — (43 ) — — (43 ) Net gain on the disposition of assets (494 ) — (16 ) — (510 ) Net operating income (loss) $ 11,867 $ 903 $ (127 ) $ (4,024 ) $ 8,619 Broadcast Digital Media Publishing Unallocated Corporate Expenses Consolidated (Dollars in thousands) Six Months Ended June 30, 2018 Net revenue $ 98,613 $ 20,654 $ 10,800 $ — $ 130,067 Operating expenses 72,993 16,771 11,109 7,951 108,824 Net operating income (loss) before depreciation, amortization and net loss on the of assets $ 25,620 $ 3,883 $ (309 ) $ (7,951 ) $ 21,243 Depreciation 3,769 1,569 260 446 6,044 Amortization 20 2,448 485 1 2,954 Change in the estimated fair value of contingent earn-out consideration — 72 — — 72 Net loss on the of assets 5,159 — — — 5,159 Net operating income (loss) $ 16,672 $ (206 ) $ (1,054 ) $ (8,398 ) $ 7,014 Six Months Ended June 30, 2017 Net revenue $ 97,055 $ 21,552 $ 12,485 $ — $ 131,092 Operating expenses 71,767 17,072 12,019 8,950 109,808 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairment and net gain on the disposition of assets $ 25,288 $ 4,480 $ 466 $ (8,950 ) $ 21,284 Depreciation 3,748 1,597 356 388 6,089 Amortization 35 1,634 615 1 2,285 Change in the estimated fair value of contingent earn-out consideration — (42 ) — — (42 ) Impairment of indefinite-lived long-term assets other than goodwill — — 19 — 19 Net gain on the of assets (496 ) — (9 ) — (505 ) Net operating income (loss) $ 22,001 $ 1,291 $ (515 ) $ (9,339 ) $ 13,438 Broadcast Digital Media Publishing Unallocated Corporate Consolidated (Dollars in thousands) As of June 30, 2018 Inventories, net $ — $ 473 $ 480 $ — $ 953 Property and equipment, net 81,834 5,955 1,075 7,559 96,423 Broadcast licenses 373,962 — — — 373,962 Goodwill 2,960 20,947 1,888 8 25,803 Other indefinite-lived intangible assets — — 313 — 313 Amortizable intangible assets, net 320 7,393 2,462 5 10,180 As of December 31, 2017 Inventories, net $ — $ 313 $ 417 $ — $ 730 Property and equipment, net 83,901 6,173 1,281 8,125 99,480 Broadcast licenses 380,914 — — — 380,914 Goodwill 3,581 20,947 1,888 8 26,424 Other indefinite-lived intangible assets — — 313 — 313 Amortizable intangible assets, net 351 9,801 2,947 5 13,104 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 20. SUBSEQUENT EVENTS On August 7, 2018, we acquired Just1Word for $300,000 in cash with up to an additional $100,000 of contingent earn-out consideration to be paid over the next two years based on the achievement of certain revenue benchmarks. Just1Word is a Bible Reader with fully formatted text with multiple versions and languages available. On August 6, 2018, we sold radio station KGBI-FM in Omaha, Nebraska for $3.2 million. We recorded an estimated loss on the sale of $3.2 million as of June 30, 2018, which reflects the sales price as compared to the carrying value of the assets and the estimated cost to sell. The assets of radio station KGBI-FM are reflected in Assets Held for Sale as of June 30, 2018. On July 25, 2018, we acquired radio station KZTS-AM (formerly KDXE-AM) and an FM Translator in Little Rock, Arkansas for $0.2 million in cash. On July 24, 2018, we acquired the Childrens-Minsitry-Deals.com website for $3.7 million in cash. We paid $3.5 million in cash upon closing and $0.2 million in cash plus interest at an annual rate of 5% twelve months from closing provided that the seller meet certain post-closing requirements with regard to intellectual property. Childrens-Minsitry-Deals.com offers biblically based curriculums for children ages 3 through age 18. On July 23, 2018, we entered into an APA to sell KCRO-AM and KOTK-AM in Omaha, Nebraska for $1.4 million in cash. We previously recorded these assets as held for sale and recorded a loss of $1.6 million as of June 30, 2018. of 2018. On July 17, 2018, we entered into an APA to acquire the Hilary Kramer Financial Newsletter assets for $400,000 in cash. The transaction close in the third quarter of 2018 . On July 10, 2018, we entered into an APA to acquire radio station KTRB-AM in San Francisco, California for $5.1 million in cash from a related party. We have been operating the radio station under an LMA from June 24, 2016. The transaction is subject to the approval of the FCC and is expected to close in the third qua Subsequent events reflect all applicable transactions through the date of the filing. |
BASIS OF PRESENTATION AND SIG27
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Salem is a domestic multimedia company specializing in Christian and conservative content. Our media properties include radio broadcasting, digital media, and publishing entities. We have three operating segments: (1) Broadcast, (2) Digital Media, and (3) Publishing, which are discussed in Note 19 – Segment Data. Our foundational business is radio broadcasting, which includes the ownership and operation of radio stations in large metropolitan markets. We also own and operate Salem Radio Network® (“SRN”), SRN News Network (“SNN”), Today’s Christian Music (“TCM”), Singing News Network and Salem Media Representatives TM Our digital media based businesses provide Christian, conservative, investing and health-themed content, e-commerce, audio and video streaming, and other resources digitally through the web. Salem Web Network™ (“SWN”) websites include Christian content websites BibleStudyTools.com™, Crosswalk.com®, GodVine.com™, iBelieve.com, GodTube.com™, OnePlace.com™, Christianity.com™, GodUpdates.com, CrossCards.com™, ChristianHeadlines.com, LightSource.com™, AllCreated.com, ChristianRadio.com™, CCMmagazine.com™, SingingNews.com™ and SouthernGospel.com™ and our conservative opinion website, collectively known as Townhall Media, include Townhall.com™, HotAir.com™, Twitchy.com, RedState.com, BearingArms.com, HumanEvents.com, and ConservativeRadio.com. We also publish digital newsletters through Eagle Financial Publications, which provide market analysis and non-individualized investment strategies from financial commentators on a subscription basis. Our church e-commerce websites, including 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 includes wellness products through Newport Natural Health, which is a seller of nutritional supplements. Our web content is accessible through all of our radio station websites that feature content of interest to local audiences throughout the United States. Our publishing operating segment includes three businesses: (1) Regnery Publishing, a traditional book publisher that has published dozens of bestselling books by leading conservative authors and personalities, including Ann Coulter, Newt Gingrich, David Limbaugh, Ed Klein, Mark Steyn and Dinesh D’Souza; (2) Salem Author Services, a self-publishing service for authors through Xulon Press, Mill City Press and Bookprinting.com; and (3) Singing News ® |
Variable Interest Entities | Variable Interest Entities We may enter into agreements or investments with other entities that could qualify as variable interest entities (“VIEs”) in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810 Consolidation. We may enter into lease arrangements with entities controlled by our principal stockholders or other related parties. We believe that the requirements of FASB ASC Topic 810 do not apply to these entities because the lease arrangements do not contain explicit guarantees of the residual value of the real estate, do not contain purchase options or similar provisions and the leases are at terms that do not vary materially from leases that would have been available with unaffiliated parties. Additionally, we do not have an equity interest in the entities controlled by our principal stockholders or other related parties and we do not guarantee debt of the entities controlled by our principal stockholders or other related parties. We also enter into Local Marketing Agreements (“LMAs”) or Time Brokerage Agreements (“TBAs”) contemporaneously with entering into an Asset Purchase Agreement (“APA”) to acquire or sell a radio station. Typically, both LMAs and TBAs are contractual agreements under which the station owner/licensee makes airtime available to a programmer/licensee in exchange for a fee and reimbursement of certain expenses. LMAs and TBAs are subject to compliance with the antitrust laws and the communications laws, including the requirement that the licensee must maintain independent control over the station and, in particular, its personnel, programming, and finances. The FCC has held that such agreements do not violate the communications laws as long as the licensee of the station receiving programming from another station maintains ultimate responsibility for, and control over, station operations and otherwise ensures compliance with the communications laws. The requirements of FASB ASC Topic 810 may apply to entities under LMAs or TBAs, depending on the facts and circumstances related to each transaction. As of June 30, 2018, we did not have implicit or explicit arrangements that required consolidation under the guidance in FASB ASC Topic 810. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant areas for which management uses estimates include: revenue recognition, asset impairments, including goodwill, broadcasting licenses, other indefinite-lived intangible assets, and assets held for sale; probabilities associated with the potential for contingent earn-out consideration; fair value measurements; contingency reserves; allowance for doubtful accounts; sales returns and allowances; barter transactions; inventory reserves; reserves for royalty advances; fair value of equity awards; self-insurance reserves; estimated lives for tangible and intangible assets; income tax valuation allowances; and uncertain tax positions. These estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The estimates will change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update our assumptions and estimates on an ongoing basis and we may consult outside experts to assist as considered necessary. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior year financial statements to conform to the current year presentation. These include reclassifications of contract liabilities associated with the adoption of new revenue recognition guidance as of January 1, 2018. |
Revenue Recognition | Revenue Recognition We adopted Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers ASC Topic 606 is a comprehensive revenue recognition model that requires revenue to be recognized when control of the promised goods or services are transferred to our customers at an amount that reflects the consideration that we expect to receive. Application of ASC Topic 606 requires us to use more judgment and make more estimates than under former guidance. Application of ASC Topic 606 requires a five-step model applicable to all revenue streams as follows: 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. Trade Accounts Receivable and Contract Assets Trade accounts receivable, net of allowances: Unbilled revenue Contract Assets - Costs to Obtain a Contract: Contract Liabilities Contract liabilities consist of customer advance payments and billings in excess of revenue recognized. We may receive payments from our customers in advance of completing our performance obligations. Additionally, new customers, existing customers without approved credit terms and authors purchasing specific self-publishing services, are required to make payments in advance of the delivery of the products or performance of the services. We record contract liabilities equal to the amount of payments received in excess of revenue recognized, including payments that are refundable if the customer cancels the contract according to the contract terms. Contract liabilities were historically recorded under the caption “deferred revenue” and are reported as current liabilities on our condensed 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 balances during the period are as follows: Short Term Long-Term (Dollars in thousands) Balance, beginning of period January 1, 2018 $ 12,763 $ 1,951 Revenue recognized during the period that was included in the beginning balance of contract liabilities (5,393 ) — Additional amounts recognized during the period 9,122 240 Revenue recognized during the period that was recorded during the period (5,920 ) — Transfers 828 (828 ) Balance, end of period June 30, 2018 $ 11,400 $ 1,363 Amount refundable at beginning of period $ 12,450 $ 1,677 Amount refundable at end of period $ 11,215 $ 1,363 We expect to satisfy these performance obligations as follows: Amount For the Twelve Months Ended June 30, (Dollars in thousands) 2019 $ 11,400 2020 759 2021 254 2022 124 2023 74 Thereafter 152 $ 12,763 Significant Financing Component The length of our typical sales agreement is less than 12 months, however, we may sell subscriptions with a two-year term. 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 July 1, 2019 and June 30, 2020. 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. We noted that 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 Similar to former revenue recognition guidance, we continue to make significant estimates related to variable consideration at the point of sale, including estimates for refunds and product returns. Under ASC Topic 606, estimates of variable consideration are to be recognized before contingencies are resolved in certain circumstances, including when it is probable that a significant reversal in the amount of any estimated cumulative revenue will not occur. We enter into agreements under which the amount of revenue we earn is contingent upon the amount of money raised by our customer over the contract term. Our customer is typically a charity or programmer that purchases blocks of programming time or spots to generate revenue from our audience members. Contract terms can range from a few weeks to a few months, depending the charity or programmer. If the campaign does not generate a pre-determined 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 will continue to recognize revenue at the base amount of the campaign with variable consideration recognized when the uncertainty of each campaign is resolved. These constraints include: (1) the amount of consideration received is highly susceptible to factors outside of our influence, specifically the extent to which our audience donates or contributes to our customer or programmer, (2) the length of time in which the uncertainty about the amount of consideration expected is to be resolved, and (3) our experience has shown these contracts have a large number and broad range of possible outcomes. Trade and Barter Transactions In broadcasting, trade or barter agreements are commonly used to reduce cash expenses by exchanging advertising time for goods or services. We may enter barter agreements to exchange air time or digital advertising for goods or services that can be used in our business or that can be sold to our audience under Listener Purchase Programs. The terms of these barter agreements permit us to preempt the barter air time or digital campaign in favor of customers who purchase the air time or digital campaign for cash. The value of these non-cash exchanges is included in revenue in an amount equal to the fair value of the goods or services we receive. Each transaction must be reviewed to determine that the products, supplies and/or services we receive have economic substance, or value to us. We record barter operating expenses upon receipt and usage of the products, supplies and services, as applicable. We record barter revenue as advertising spots or digital campaigns are delivered, which represents the point in time that control is transferred to the customer thereby completing our performance obligation. Barter revenue is recorded on a gross basis unless an agency represents the programmer, in which case, revenue is reported net of the commission retained by the agency. Trade and barter revenues and expenses were as follows: Three Months Ended Six Months Ended June 30, June 30, 2017 2018 2017 2018 (Dollars in thousands) Net broadcast barter revenue $ 1,222 $ 1,841 $ 2,525 $ 3,531 Net digital media barter revenue — 48 — 93 Net publishing barter revenue 14 6 40 7 Net broadcast barter expense $ 1,046 $ 1,487 $ 2,265 $ 2,753 Net digital media barter expense — — — — Net publishing barter expense 8 2 83 2 Practical Expedients and Exemptions We have elected certain practical expedients and policy elections as permitted under ASC Topic 606 as follows: We applied the transitional guidance to contracts that were not complete at the date of our initial application of ASC Topic 606 on January 1, 2018. We adopted the practical expedient related to not adjusting the promised amount of consideration for the effects of a significant financing component if the period between transfer of product and customer payment is expected to be less than one year at the time of contract inception; We made the accounting policy election to not assess promised goods or services as performance obligations if they are immaterial in the context of the contract with the customer; We made the accounting policy election to exclude sales and similar taxes from the transaction price; We made the accounting policy election to treat shipping and handling costs that occur after control transfers as fulfillment activities instead of assessing such activities as separate performance obligations; and We adopted the practical expedient not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. The following table presents our revenues disaggregated by revenue source for each of our three operating segments: Six Months Ended June 30, 2018 Broadcast Digital Media Publishing Consolidated (dollars in thousands) By Source of Revenue: Block Programming - National $ 24,802 $ - $ - $ 24,802 Block Programming - Local 16,302 - - 16,302 Spot Advertising - National 8,256 - - 8,256 Spot Advertising - Local 27,789 - - 27,789 Infomercials 1,006 - - 1,006 Network 9,599 - - 9,599 Digital Advertising 3,355 10,877 236 14,468 Digital Streaming 397 2,262 - 2,659 Digital Downloads and eBooks - 2,496 642 3,138 Subscriptions 524 3,800 483 4,807 Book Sales and e-commerce 260 1,042 6,334 7,636 Self-Publishing fees - - 2,502 2,502 Advertising - Print 14 - 268 282 Other Revenues 6,309 177 335 6,821 $ 98,613 $ 20,654 $ 10,800 $ 130,067 Timing of Revenue Recognition Point in Time $ 97,593 $ 20,600 $ 10,760 $ 128,953 Rental Income 1,020 54 40 1,114 $ 98,613 $ 20,654 $ 10,800 $ 130,067 (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 . 1 2 Spot Advertising 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. Broadcast digital advertising revenue includes the sale of banner advertisements on our owned and operated websites, advertisements in digital newsletters, and custom digital advertising solutions, including 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. 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. Salem’s advertising campaigns are designed to be “white label” agreements between Salem and our advertiser, meaning Salem provides special care and attention to the details of the campaign. We provide custom digital product offerings, including tools for metasearch, retargeting, website design, reputation management, online listing services, and social media marketing. Digital advertising solutions may include third party websites, such as Google or Facebook, which can be included in a digital advertising social media campaign. We manage all aspects of the digital campaign, including social media placements, review and approval of target audiences, and the monitoring of actual results to make modifications as needed. We may contract directly with a third-party, however, we are responsible for delivering the campaign results to our customer with or without the third-party. We are responsible for any payments due to the third party regardless of the campaign results and without regard to the status of payment from our customer. We have discretion in setting the price to our customer without input or approval from the third-party. Accordingly, revenue is reported gross, as principal, as the performance obligation is delivered, which represents the point in time that control is transferred to the customer thereby completing our performance obligation. Digital Streaming Digital Downloads and e-books Subscriptions Book Sales e-Commerce Self-Publishing Fees Revenue is recognized upon completion of each performance obligation, which represents the point in time that control of the product is transferred to the author, thereby completing our performance obligation. Revenue is recorded at the net amount due from the author, including discounts based on the service package. Advertising - Print 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 Accounting Pronouncements | Recent Accounting Pronouncements Changes to accounting principles are established by the FASB in the form of ASUs to the FASB’s Codification. We consider the applicability and impact of all ASUs on our financial position, results of operations, cash flows, or presentation thereof. Described below are ASUs that are not yet effective, but may be applicable to our financial position, results of operations, cash flows, or presentation thereof. ASUs not listed below were assessed and determined to not be applicable to our financial position, results of operations, cash flows, or presentation thereof. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases In July 2018, the FASB issued ASU 2018-09, Codification Improvements In June 2018, the FASB issued ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment . ASU 2018-07 aligns the accounting for share based payments granted to non-employees with that of share based payments granted to employees. The standard is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years with early adoption permitted. We plan to adopt the new standard on its effective date of January 1, 2021. The adoption of this accounting standard will not have a material impact on our financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) – Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . ASU 2018-02 allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 (“The Act”). Consequently, the amendments eliminate the stranded tax effects resulting from the Act to improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years with early adoption permitted. We plan to adopt the new standard on its effective date of January 1, 2019. We do not expect the adoption of this accounting standard to have a material impact on our financial position, results of operations, cash flows, or presentation thereof. In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842) Land Easement Practical Expedient for Transition to Topic 842. ASU 2018-01 provides an optional transition practical expedient to not evaluate under Topic 842 existing or expired land easements that were not previously accounted for as leases under the current leases guidance in Topic 840. ASU 2018-01 is effective with ASU 2016-02 for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years with early adoption permitted. We plan to adopt the new standard on its effective date of January 1, 2019. We do not expect the adoption of this accounting standard to have a material impact on our financial position, results of operations, cash flows, or presentation thereof. . In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities In March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium on Purchased Callable Debt Securities , which amends the amortization period for certain purchased callable debt securities held at a premium to a shorter period based on the earliest call date. ASU 2017-08 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. We plan to adopt the new standard on its effective date of January 1, 2019. We do not expect the adoption of this accounting standard to have a material impact on our financial position, results of operations, cash flows, or presentation thereof. In January 2017, the FASB issued ASU 2017-01 , Business Combinations – Clarifying the Definition of a Business In October 2016, the FASB issued ASU 2016-16 Intra-Entity Transfers of Assets Other Than Inventory In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses, In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which requires that lessees recognize a right-of-use asset and a lease liability for all leases with lease terms greater than twelve months in the balance sheet. ASU 2016-02 requires additional disclosures including the significant judgments made by management to provide insight into the revenue and expense to be recognized from existing contracts and the timing and uncertainty of cash flows arising from leases. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. We plan to elect the practical expedients upon transition to retain the existing lease classification and retain the treatment of any initial direct costs for leases in existence prior to adoption of the standard. We are reviewing our existing lease contracts and implementing the necessary changes to our systems. The adoption of ASC 842 will have a material impact on our consolidated balance sheet, but is not expected to have a material impact on our consolidated income statements. We will adopt the new standard on its effective date of January 1, 2019. We have not yet determined the dollar impact of recording operating leases on our consolidated balance sheet. Our existing credit facility stipulates that our covenants are based on GAAP as of the agreement date. Therefore, the material impact of recording right-to-use assets and lease liabilities on our consolidated balance sheet will not impact our debt covenants. |
BASIS OF PRESENTATION AND SIG28
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Changes in Our Contract Liabilities | Significant changes in our contract liabilities balances during the period are as follows: Short Term Long-Term (Dollars in thousands) Balance, beginning of period January 1, 2018 $ 12,763 $ 1,951 Revenue recognized during the period that was included in the beginning balance of contract liabilities (5,393 ) — Additional amounts recognized during the period 9,122 240 Revenue recognized during the period that was recorded during the period (5,920 ) — Transfers 828 (828 ) Balance, end of period June 30, 2018 $ 11,400 $ 1,363 Amount refundable at beginning of period $ 12,450 $ 1,677 Amount refundable at end of period $ 11,215 $ 1,363 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | We expect to satisfy these performance obligations as follows: Amount For the Twelve Months Ended June 30, (Dollars in thousands) 2019 $ 11,400 2020 759 2021 254 2022 124 2023 74 Thereafter 152 $ 12,763 |
Trade and Barter Transactions Expenses | Trade and barter revenues and expenses were as follows: Three Months Ended Six Months Ended June 30, June 30, 2017 2018 2017 2018 (Dollars in thousands) Net broadcast barter revenue $ 1,222 $ 1,841 $ 2,525 $ 3,531 Net digital media barter revenue — 48 — 93 Net publishing barter revenue 14 6 40 7 Net broadcast barter expense $ 1,046 $ 1,487 $ 2,265 $ 2,753 Net digital media barter expense — — — — Net publishing barter expense 8 2 83 2 |
Reconciliation of Revenue from Segments to Consolidated | The following table presents our revenues disaggregated by revenue source for each of our three operating segments: Six Months Ended June 30, 2018 Broadcast Digital Media Publishing Consolidated (dollars in thousands) By Source of Revenue: Block Programming - National $ 24,802 $ - $ - $ 24,802 Block Programming - Local 16,302 - - 16,302 Spot Advertising - National 8,256 - - 8,256 Spot Advertising - Local 27,789 - - 27,789 Infomercials 1,006 - - 1,006 Network 9,599 - - 9,599 Digital Advertising 3,355 10,877 236 14,468 Digital Streaming 397 2,262 - 2,659 Digital Downloads and eBooks - 2,496 642 3,138 Subscriptions 524 3,800 483 4,807 Book Sales and e-commerce 260 1,042 6,334 7,636 Self-Publishing fees - - 2,502 2,502 Advertising - Print 14 - 268 282 Other Revenues 6,309 177 335 6,821 $ 98,613 $ 20,654 $ 10,800 $ 130,067 Timing of Revenue Recognition Point in Time $ 97,593 $ 20,600 $ 10,760 $ 128,953 Rental Income 1,020 54 40 1,114 $ 98,613 $ 20,654 $ 10,800 $ 130,067 (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. |
IMPAIRMENT OF GOODWILL AND OT29
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | 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: Long-term market revenue growth rate 1.9 % Operating profit margin ranges (13.9)% - 30.8 % Risk-adjusted discount rate 9.0 % |
ACQUISITIONS AND RECENT TRANS30
ACQUISITIONS AND RECENT TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Summary of business acquisitions and asset purchased | A summary of our business acquisitions and asset purchases during the six month period ended June 30, 2018, none of which were individually or in the aggregate material to our Condensed Consolidated financial position as of the respective date of acquisition, is as follows: Acquisition Date Description Total Cost (Dollars in thousands) June 25, 2018 KDXE-FM (formerly KZTS-FM), Little Rock, Arkansas (business acquisition) $ 1,100 April 19, 2018 HearItFirst.com (asset purchase) 70 $ 1,170 |
Total acquisition consideration allocated | The fair value of the net assets acquired was allocated as follows: Net Broadcast Net Digital Media Net Total Assets Acquired Assets Acquired Assets Acquired (Dollars in thousands) Assets Property and equipment $ 32 $ 30 $ 62 Broadcast licenses 1,061 — 1,061 Goodwill 7 — 7 Customer lists and contracts — 40 40 $ 1,100 $ 70 $ 1,170 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory on hand by segment | The following table provides details of inventory on hand by segment: December 31, 2017 June 30, 2018 (Dollars in thousands) Regnery Publishing book inventories $ 2,038 $ 1,169 Reserve for obsolescence – Regnery Publishing (1,621 ) (689 ) Inventory, net - Regnery Publishing 417 480 Wellness products $ 349 $ 479 Reserve for obsolescence – Wellness products (36 ) (6 ) Inventory, net - Wellness products 313 473 Consolidated inventories, net $ 730 $ 953 |
BROADCAST LICENSES (Tables)
BROADCAST LICENSES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in broadcasting licenses | The following table presents the changes in broadcasting licenses that include acquisitions and divestitures of radio stations and FM translators as discussed in Note 4 of our Condensed Consolidated Financial Statements. Broadcast Licenses Twelve Months Ended December 31, 2017 Six Months Ended June 30, 2018 (Dollars in thousands) Balance, beginning of period before cumulative loss on impairment $ 494,058 $ 486,455 Accumulated loss on impairment (105,541 ) (105,541 ) Balance, beginning of period after cumulative loss on impairment 388,517 380,914 Acquisitions of radio stations 191 1,061 Acquisitions of FM translators and construction permits 198 — Capital projects to improve broadcast signal and strength 5 — Dispositions of radio stations (7,997 ) (8,013 ) Balance, end of period before cumulative loss on impairment 486,455 479,503 Accumulated loss on impairment (105,541 ) (105,541 ) Balance, end of period after cumulative loss on impairment $ 380,914 $ 373,962 |
GOODWILL (Tables)
GOODWILL (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill | The following table presents the changes in goodwill including acquisitions and divestitures as discussed in Note 4 of our Condensed Consolidated Financial Statements. Goodwill Twelve Months Ended December 31, 2017 Six Months Ended June 30, 2018 (Dollars in thousands) Balance, beginning of period before cumulative loss on impairment $ 27,642 $ 28,453 Accumulated loss on impairment (2,029 ) (2,029 ) Balance, beginning of period after cumulative loss on impairment 25,613 26,424 Acquisitions of radio stations 14 7 Acquisitions of digital media entities 810 — Dispositions of radio stations — (628 ) Sale of income generating broadcast business (13 ) — Balance, end of period before cumulative loss on impairment 28,453 27,832 Accumulated loss on impairment (2,029 ) (2,029 ) Ending period balance $ 26,424 $ 25,803 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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: December 31, 2017 June 30, 2018 (Dollars in thousands) Land $ 32,320 $ 31,684 Buildings 28,962 28,920 Office furnishings and equipment 37,583 37,778 Office furnishings and equipment under capital lease obligations 244 207 Antennae, towers and transmitting equipment 85,632 83,290 Antennae, towers and transmitting equipment under capital lease obligations 795 795 Studio, production and mobile equipment 29,697 29,186 Computer software and website development costs 24,477 25,596 Record and tape libraries 27 18 Automobiles 1,385 1,517 Leasehold improvements 19,003 19,010 Construction-in-progress 4,075 5,021 $ 264,200 $ 263,022 Less accumulated depreciation (164,720 ) (166,599 ) $ 99,480 $ 96,423 |
AMORTIZABLE INTANGIBLE ASSETS (
AMORTIZABLE INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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: June 30, 2018 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 22,831 $ (21,227 ) $ 1,604 Domain and brand names 20,106 (15,670 ) 4,436 Favorable and assigned leases 2,256 (1,935 ) 321 Subscriber base and lists 8,797 (5,913 ) 2,884 Author relationships 2,771 (2,368 ) 403 Non-compete agreements 2,029 (1,497 ) 532 Other amortizable intangible assets 1,332 (1,332 ) — $ 60,122 $ (49,942 ) $ 10,180 December 31, 2017 Accumulated Cost Amortization Net (Dollars in thousands) Customer lists and contracts $ 22,865 $ (20,888 ) $ 1,977 Domain and brand names 20,109 (14,650 ) 5,459 Favorable and assigned leases 2,379 (2,028 ) 351 Subscriber base and lists 8,797 (4,701 ) 4,096 Author relationships 2,771 (2,237 ) 534 Non-compete agreements 2,029 (1,342 ) 687 Other amortizable intangible assets 1,333 (1,333 ) — $ 60,283 $ (47,179 ) $ 13,104 |
Amortizable Intangible Assets, Estimate Amortization Expense | Based on the amortizable intangible assets as of June 30, 2018, we estimate amortization expense for the next five years to be as follows: Year Ended December 31, Amortization Expense (Dollars in thousands) 2018 (July – Dec) $ 2,845 2019 3,776 2020 2,351 2021 796 2022 196 Thereafter 216 Total $ 10,180 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Long-Term Debt | Long-term debt consisted of the following: December 31, 2017 June 30, 2018 (Dollars in thousands) 6.75% Senior Secured Notes $ 255,000 $ 245,000 Less unamortized debt issuance costs based on imputed interest rate of 7.08% (5,774 ) (5,082 ) 6.75% Senior Secured Notes net carrying value 249,226 239,918 Asset-Based Revolving Credit Facility principal outstanding 9,000 11,903 Capital leases and other loans 462 459 Long-term debt and capital lease obligations less unamortized debt issuance costs 258,688 252,280 Less current portion (9,109 ) (12,020 ) Long-term debt and capital lease obligations less unamortized debt issuance costs, net of current portion $ 249,579 $ 240,260 |
Principle Repayment Requirements Under Long Term Agreements Outstanding | Principal repayment requirements under all long-term debt agreements outstanding at June 30, 2018 for each of the next five years and thereafter are as follows: Amount For the Twelve Months Ended June 30, (Dollars in thousands) 2019 $ 12,020 2020 118 2021 128 2022 87 2023 9 Thereafter 245,000 $ 257,362 |
Term B Loan [Member] | |
Repayments of Term Loan B | The following payments or prepayments of the Term Loan B were made during the year ended December 31, 2016 and through the date of the termination, including interest through the payment date as follows: Date Principal Paid Unamortized Discount (Dollars in Thousands) May 19, 2017 $ 258,000 $ 550 February 28, 2017 3,000 6 January 30, 2017 2,000 5 December 30, 2016 5,000 12 November 30, 2016 1,000 3 September 30, 2016 1,500 4 September 30, 2016 750 — June 30, 2016 441 1 June 30, 2016 750 — March 31, 2016 750 — March 17, 2016 809 2 |
STOCK INCENTIVE PLAN (Tables)
STOCK INCENTIVE PLAN (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock-Based Compensation Expense Recognized | The following table reflects the components of stock-based compensation expense recognized in the Condensed Consolidated Statements of Operations for the three and six month periods ended June 30, 2018 and 2017: Three Months Ended June 30, Six Months Ended June 30, 2017 2018 2017 2018 (Dollars in thousands) (Dollars in thousands) Stock option compensation expense included in unallocated corporate expenses $ 28 $ 76 $ 99 $ 100 Restricted stock shares compensation expense included in unallocated corporate expenses — — 875 — Stock option compensation expense included in broadcast operating expenses 6 29 34 42 Restricted stock shares compensation expense included in broadcast operating expenses — — 224 — Stock option compensation expense included in digital media operating expenses 5 18 19 23 Restricted stock shares compensation expense included in digital media operating expenses — — 124 — Stock option compensation expense included in publishing operating expenses 5 3 14 7 Restricted stock shares compensation expense included in publishing operating expenses — — 36 — Total stock-based compensation expense, pre-tax $ 44 $ 126 $ 1,425 $ 172 Tax expense for stock-based compensation expense (18 ) (33 ) (570 ) (45 ) Total stock-based compensation expense, net of tax $ 26 $ 93 $ 855 $ 127 |
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 six month periods ended June 30, 2018: Three Months Ended June 30, 2018 Six Months Ended June 30, 2018 Expected volatility 41.82 % 41.84 % Expected dividends 8.0 % 7.89 % Expected term (in years) 7.4 7.4 Risk-free interest rate 2.95 % 2.93 % |
Schedule of Stock Option Activity | Activity with respect to the company’s option awards during the six month period ended June 30, 2018 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, 2018 1,428,462 $ 5.20 $ 2.96 3.7 years $ 653 Granted 642,000 3.30 1.86 Exercised (8,750 ) 2.61 2.18 $ 12 Forfeited or expired (50,625 ) 5.04 3.56 $ 11 Outstanding at June 30, 2018 2,011,087 $ 4.61 $ 2.60 4.5 years $ 2,156 Exercisable at June 30, 2018 1,085,331 $ 5.44 $ 3.36 2.7 years $ 742 Expected to Vest 879,005 $ 4.63 $ 2.62 4.5 years $ 1,351 |
EQUITY TRANSACTIONS (Tables)
EQUITY TRANSACTIONS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Schedule of Cash Distributions Declared and Paid | The following table shows distributions that have been declared and paid since January 1, 2017: Announcement Date Payment Date Amount Per Share Cash Distributed ( in thousands May 31, 2018 June 29, 2018 $ 0.0650 $ 1,701 February 28, 2018 March 28, 2018 $ 0.0650 $ 1,701 December 7, 2017 December 29, 2017 $ 0.0650 $ 1,701 September 12, 2017 September 29, 2017 $ 0.0650 $ 1,701 June 1, 2017 June 30, 2017 $ 0.0650 $ 1,697 March 9, 2017 March 31, 2017 $ 0.0650 $ 1,691 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
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: June 30, 2018 Carrying Value Fair Value Measurement Category on Balance Sheet Level 1 Level 2 Level 3 (Dollars in thousands) Assets Estimated fair value of assets held for sale $ 8,025 $ — $ — $ 8,025 Estimated fair value of other indefinite-lived intangible assets 313 — — 313 Liabilities: Estimated fair value of contingent earn-out consideration included in accrued expenses 125 — — 125 Long-term debt and capital lease obligations less unamortized debt issuance costs 252,280 — 223,563 — |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Data | The table below presents financial information for each operating segment as of June 30, 2018 and 2017: Broadcast Digital Media Publishing Unallocated Corporate Expenses Consolidated (Dollars in thousands) Three Months Ended June 30, 2018 Net revenue $ 50,563 $ 10,260 $ 5,449 $ — $ 66,272 Operating expenses 37,243 8,397 5,522 4,030 55,192 Net operating income (loss) before depreciation, amortization and net loss on the disposition of assets $ 13,320 $ 1,863 $ (73 ) $ (4,030 ) $ 11,080 Depreciation 1,911 767 129 228 3,035 Amortization 10 1,223 242 1 1,476 Change in the estimated fair value of contingent earn-out consideration — 72 — — 72 Net loss on the disposition of assets 5,154 — — — 5,154 Net operating income (loss) $ 6,245 $ (199 ) $ (444 ) $ (4,259 ) $ 1,343 Three Months Ended June 30, 2017 Net revenue $ 49,251 $ 10,866 $ 5,995 $ — $ 66,112 Operating expenses 35,931 8,370 5,668 3,825 53,794 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairment and net gain on the disposition of assets $ 13,320 $ 2,496 $ 327 $ (3,825 ) $ 12,318 Depreciation 1,929 820 162 198 3,109 Amortization 18 816 308 1 1,143 Change in the estimated fair value of contingent earn-out consideration — (43 ) — — (43 ) Net gain on the disposition of assets (494 ) — (16 ) — (510 ) Net operating income (loss) $ 11,867 $ 903 $ (127 ) $ (4,024 ) $ 8,619 Broadcast Digital Media Publishing Unallocated Corporate Expenses Consolidated (Dollars in thousands) Six Months Ended June 30, 2018 Net revenue $ 98,613 $ 20,654 $ 10,800 $ — $ 130,067 Operating expenses 72,993 16,771 11,109 7,951 108,824 Net operating income (loss) before depreciation, amortization and net loss on the of assets $ 25,620 $ 3,883 $ (309 ) $ (7,951 ) $ 21,243 Depreciation 3,769 1,569 260 446 6,044 Amortization 20 2,448 485 1 2,954 Change in the estimated fair value of contingent earn-out consideration — 72 — — 72 Net loss on the of assets 5,159 — — — 5,159 Net operating income (loss) $ 16,672 $ (206 ) $ (1,054 ) $ (8,398 ) $ 7,014 Six Months Ended June 30, 2017 Net revenue $ 97,055 $ 21,552 $ 12,485 $ — $ 131,092 Operating expenses 71,767 17,072 12,019 8,950 109,808 Net operating income (loss) before depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairment and net gain on the disposition of assets $ 25,288 $ 4,480 $ 466 $ (8,950 ) $ 21,284 Depreciation 3,748 1,597 356 388 6,089 Amortization 35 1,634 615 1 2,285 Change in the estimated fair value of contingent earn-out consideration — (42 ) — — (42 ) Impairment of indefinite-lived long-term assets other than goodwill — — 19 — 19 Net gain on the of assets (496 ) — (9 ) — (505 ) Net operating income (loss) $ 22,001 $ 1,291 $ (515 ) $ (9,339 ) $ 13,438 Broadcast Digital Media Publishing Unallocated Corporate Consolidated (Dollars in thousands) As of June 30, 2018 Inventories, net $ — $ 473 $ 480 $ — $ 953 Property and equipment, net 81,834 5,955 1,075 7,559 96,423 Broadcast licenses 373,962 — — — 373,962 Goodwill 2,960 20,947 1,888 8 25,803 Other indefinite-lived intangible assets — — 313 — 313 Amortizable intangible assets, net 320 7,393 2,462 5 10,180 As of December 31, 2017 Inventories, net $ — $ 313 $ 417 $ — $ 730 Property and equipment, net 83,901 6,173 1,281 8,125 99,480 Broadcast licenses 380,914 — — — 380,914 Goodwill 3,581 20,947 1,888 8 26,424 Other indefinite-lived intangible assets — — 313 — 313 Amortizable intangible assets, net 351 9,801 2,947 5 13,104 |
BASIS OF PRESENTATION AND SIG41
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Short Term,Balance | $ 12,763 |
Short Term, Revenue recognized during the period that was included in the beginning balance of contract liabilities | (5,393) |
Short Term, Additional amounts recognized during the period | 9,122 |
Short Term, Revenue recognized during the period that was recorded during the period | (5,920) |
Short Term, Transfers | 828 |
Short Term,Balance | 11,400 |
Short Term,Amount refundable at beginning of period | 12,450 |
Short Term, Amount refundable at end of period | 11,215 |
Long-Term, Balance | 1,951 |
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 | 240 |
Long-Term, Revenue recognized during the period that was recorded during the period | 0 |
Long-Term, Transfers | (828) |
Long-Term, Balance | 1,363 |
Long-Term, Amount refundable at beginning of period | 1,677 |
Long-Term,Amount refundable at end of period | $ 1,363 |
BASIS OF PRESENTATION AND SIG42
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 1) $ in Thousands | Jun. 30, 2018USD ($) |
2,019 | $ 11,400 |
2,020 | 759 |
2,021 | 254 |
2,022 | 124 |
2,023 | 74 |
Thereafter | 152 |
Revenue, Remaining Performance Obligation | $ 12,763 |
BASIS OF PRESENTATION AND SIG43
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Broadcasting [Member] | ||||
Advertising Barter Transactions, Advertising Barter Revenue | $ 1,841 | $ 1,222 | $ 3,531 | $ 2,525 |
Advertising Barter Transactions, Advertising Barter Costs | 1,487 | 1,046 | 2,753 | 2,265 |
Digital Media [Member] | ||||
Advertising Barter Transactions, Advertising Barter Revenue | 6 | 14 | 7 | 40 |
Advertising Barter Transactions, Advertising Barter Costs | 2 | 8 | 2 | 83 |
Publishing [Member] | ||||
Advertising Barter Transactions, Advertising Barter Revenue | 48 | 0 | 93 | 0 |
Advertising Barter Transactions, Advertising Barter Costs | $ 0 | $ 0 | $ 0 | $ 0 |
BASIS OF PRESENTATION AND SIG44
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue, Net | $ 66,272 | $ 66,112 | $ 130,067 | $ 131,092 |
Broad cast [Member] | ||||
Revenue, Net | 98,613 | |||
Digital Media [Member] | ||||
Revenue, Net | 20,654 | |||
Publishing [Member] | ||||
Revenue, Net | 10,800 | |||
Transferred at Point in Time [Member] | ||||
Revenue, Net | 128,953 | |||
Transferred at Point in Time [Member] | Broad cast [Member] | ||||
Revenue, Net | 97,593 | |||
Transferred at Point in Time [Member] | Digital Media [Member] | ||||
Revenue, Net | 20,600 | |||
Transferred at Point in Time [Member] | Publishing [Member] | ||||
Revenue, Net | 10,760 | |||
Rental Income [Member] | ||||
Revenue, Net | 1,114 | |||
Rental Income [Member] | Broad cast [Member] | ||||
Revenue, Net | 1,020 | |||
Rental Income [Member] | Digital Media [Member] | ||||
Revenue, Net | 54 | |||
Rental Income [Member] | Publishing [Member] | ||||
Revenue, Net | 40 | |||
Block Programming National [Member] | ||||
Revenue, Net | 24,802 | |||
Block Programming National [Member] | Broad cast [Member] | ||||
Revenue, Net | 24,802 | |||
Block Programming National [Member] | Digital Media [Member] | ||||
Revenue, Net | 0 | |||
Block Programming National [Member] | Publishing [Member] | ||||
Revenue, Net | 0 | |||
Block Programming Local [Member] | ||||
Revenue, Net | 16,302 | |||
Block Programming Local [Member] | Broad cast [Member] | ||||
Revenue, Net | 16,302 | |||
Block Programming Local [Member] | Digital Media [Member] | ||||
Revenue, Net | 0 | |||
Block Programming Local [Member] | Publishing [Member] | ||||
Revenue, Net | 0 | |||
Spot Advertising - National [Member] | ||||
Revenue, Net | 8,256 | |||
Spot Advertising - National [Member] | Broad cast [Member] | ||||
Revenue, Net | 8,256 | |||
Spot Advertising - National [Member] | Digital Media [Member] | ||||
Revenue, Net | 0 | |||
Spot Advertising - National [Member] | Publishing [Member] | ||||
Revenue, Net | 0 | |||
Spot Advertising - Local [Member] | ||||
Revenue, Net | 27,789 | |||
Spot Advertising - Local [Member] | Broad cast [Member] | ||||
Revenue, Net | 27,789 | |||
Spot Advertising - Local [Member] | Digital Media [Member] | ||||
Revenue, Net | 0 | |||
Spot Advertising - Local [Member] | Publishing [Member] | ||||
Revenue, Net | 0 | |||
Infomercials [Member] | ||||
Revenue, Net | 1,006 | |||
Infomercials [Member] | Broad cast [Member] | ||||
Revenue, Net | 1,006 | |||
Infomercials [Member] | Digital Media [Member] | ||||
Revenue, Net | 0 | |||
Infomercials [Member] | Publishing [Member] | ||||
Revenue, Net | 0 | |||
Network [Member] | ||||
Revenue, Net | 9,599 | |||
Network [Member] | Broad cast [Member] | ||||
Revenue, Net | 9,599 | |||
Network [Member] | Digital Media [Member] | ||||
Revenue, Net | 0 | |||
Network [Member] | Publishing [Member] | ||||
Revenue, Net | 0 | |||
Digital Advertising [Member] | ||||
Revenue, Net | 14,468 | |||
Digital Advertising [Member] | Broad cast [Member] | ||||
Revenue, Net | 3,355 | |||
Digital Advertising [Member] | Digital Media [Member] | ||||
Revenue, Net | 10,877 | |||
Digital Advertising [Member] | Publishing [Member] | ||||
Revenue, Net | 236 | |||
Digital Streaming [Member] | ||||
Revenue, Net | 2,659 | |||
Digital Streaming [Member] | Broad cast [Member] | ||||
Revenue, Net | 397 | |||
Digital Streaming [Member] | Digital Media [Member] | ||||
Revenue, Net | 2,262 | |||
Digital Streaming [Member] | Publishing [Member] | ||||
Revenue, Net | 0 | |||
Digital Downloads and eBooks [Member] | ||||
Revenue, Net | 3,138 | |||
Digital Downloads and eBooks [Member] | Broad cast [Member] | ||||
Revenue, Net | 0 | |||
Digital Downloads and eBooks [Member] | Digital Media [Member] | ||||
Revenue, Net | 2,496 | |||
Digital Downloads and eBooks [Member] | Publishing [Member] | ||||
Revenue, Net | 642 | |||
Subscriptions [Member] | ||||
Revenue, Net | 4,807 | |||
Subscriptions [Member] | Broad cast [Member] | ||||
Revenue, Net | 524 | |||
Subscriptions [Member] | Digital Media [Member] | ||||
Revenue, Net | 3,800 | |||
Subscriptions [Member] | Publishing [Member] | ||||
Revenue, Net | 483 | |||
Book Sales and e-commerce | ||||
Revenue, Net | 7,636 | |||
Book Sales and e-commerce | Broad cast [Member] | ||||
Revenue, Net | 260 | |||
Book Sales and e-commerce | Digital Media [Member] | ||||
Revenue, Net | 1,042 | |||
Book Sales and e-commerce | Publishing [Member] | ||||
Revenue, Net | 6,334 | |||
Self-Publishing fees [Member] | ||||
Revenue, Net | 2,502 | |||
Self-Publishing fees [Member] | Broad cast [Member] | ||||
Revenue, Net | 0 | |||
Self-Publishing fees [Member] | Digital Media [Member] | ||||
Revenue, Net | 0 | |||
Self-Publishing fees [Member] | Publishing [Member] | ||||
Revenue, Net | 2,502 | |||
Advertising Print [Member] | ||||
Revenue, Net | 282 | |||
Advertising Print [Member] | Broad cast [Member] | ||||
Revenue, Net | 14 | |||
Advertising Print [Member] | Digital Media [Member] | ||||
Revenue, Net | 0 | |||
Advertising Print [Member] | Publishing [Member] | ||||
Revenue, Net | 268 | |||
Other Revenues [Member] | ||||
Revenue, Net | 6,821 | |||
Other Revenues [Member] | Broad cast [Member] | ||||
Revenue, Net | 6,309 | |||
Other Revenues [Member] | Digital Media [Member] | ||||
Revenue, Net | 177 | |||
Other Revenues [Member] | Publishing [Member] | ||||
Revenue, Net | $ 335 |
BASIS OF PRESENTATION AND SIG45
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Textual) $ in Millions | Jun. 30, 2018USD ($) |
Schedule Of Significant Accounting Policies [Line Items] | |
Prepaid commission expense | $ 0.7 |
IMPAIRMENT OF GOODWILL AND OT46
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS (Details) | 6 Months Ended |
Jun. 30, 2018 | |
Measurement Input, Long-term Revenue Growth Rate [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Derivative Asset Measurement Input Percentage | 1.90% |
Measurement Input Operating Profit Margin [Member] | Minimum [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Derivative Asset Measurement Input Percentage | 13.90% |
Measurement Input Operating Profit Margin [Member] | Maximum [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Derivative Asset Measurement Input Percentage | 30.80% |
Measurement Input RiskAdjusted Discount Rate [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Derivative Asset Measurement Input Percentage | 9.00% |
IMPAIRMENT OF GOODWILL AND OT47
IMPAIRMENT OF GOODWILL AND OTHER INDEFINITE-LIVED INTANGIBLE ASSETS (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Goodwill And Other Intangible Assets [Line Items] | ||||
Percentage Of Intangible Assets | 71.00% | |||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 0 | $ 0 | $ 0 | $ 19 |
Broadcast Licenses [Member] | ||||
Goodwill And Other Intangible Assets [Line Items] | ||||
Percentage Of Indefinite Lived Intangible Assets | 93.00% | |||
Mastheads [Member] | ||||
Goodwill And Other Intangible Assets [Line Items] | ||||
Percentage Of Indefinite Lived Intangible Assets | 7.00% |
IMPAIRMENT OF LONG-LIVED ASSE48
IMPAIRMENT OF LONG-LIVED ASSETS (Details Textual) $ in Millions | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Impairment Of Long Lived Assets [Line Items] | |
Impairment Charges Land Held For Sale | $ 1.9 |
ACQUISITIONS AND RECENT TRANS49
ACQUISITIONS AND RECENT TRANSACTIONS (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Business Combination, Consideration Transferred | $ 1,170 |
KDXEFM formerly KZTSFM Little Rock Arkansas business acquisition [Member] | |
Business Combination, Consideration Transferred | $ 1,100 |
Business Acquisition, Effective Date of Acquisition | Jun. 25, 2018 |
HearItFirstcom asset purchase [Member] | |
Business Combination, Consideration Transferred | $ 70 |
Business Acquisition, Effective Date of Acquisition | Apr. 19, 2018 |
ACQUISITIONS AND RECENT TRANS50
ACQUISITIONS AND RECENT TRANSACTIONS (Details 1) $ in Thousands | Jun. 30, 2018USD ($) |
Property and equipment | $ 62 |
Broadcast licenses | 1,061 |
Goodwill | 7 |
Customer lists and contracts | 40 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets | 1,170 |
Net Broadcast Assets Acquired [Member] | |
Property and equipment | 32 |
Broadcast licenses | 1,061 |
Goodwill | 7 |
Customer lists and contracts | 0 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets | 1,100 |
Net Digital Media Assets Acquired [Member] | |
Property and equipment | 30 |
Broadcast licenses | 0 |
Goodwill | 0 |
Customer lists and contracts | 40 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Assets | $ 70 |
ACQUISITIONS AND RECENT TRANS51
ACQUISITIONS AND RECENT TRANSACTIONS (Details Textual) - USD ($) | Jun. 25, 2018 | May 04, 2018 | Apr. 19, 2018 | Apr. 10, 2018 | Apr. 09, 2018 | Jun. 29, 2018 | Jun. 20, 2018 | Jun. 19, 2018 | May 31, 2018 | May 24, 2018 | May 18, 2018 | Apr. 30, 2018 | Mar. 28, 2018 | Feb. 28, 2018 | Jun. 30, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Mar. 23, 2018 | Dec. 01, 2017 | May 19, 2017 | Dec. 31, 2016 |
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.0650 | $ 0.0650 | ||||||||||||||||||||
Payments of Ordinary Dividends, Common Stock | $ 1,700,000 | $ 1,700,000 | $ 3,402,000 | $ 3,388,000 | ||||||||||||||||||
Payments to Acquire Businesses, Gross | 70,000 | $ 310,000 | ||||||||||||||||||||
Agreement to Sell Assets in Cash | $ 1,000,000 | |||||||||||||||||||||
Gain (Loss) on Disposition of Assets for Financial Service Operations | $ 1,600,000 | |||||||||||||||||||||
Business Combination, Consideration Transferred | $ 1,170,000 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.58% | 4.58% | ||||||||||||||||||||
Goodwill | $ 25,803,000 | $ 25,803,000 | $ 26,424,000 | $ 25,613,000 | ||||||||||||||||||
Proceeds from Sale of Property, Plant, and Equipment | 800,000 | |||||||||||||||||||||
Gain (Loss) on Disposition of Assets | $ 200,000 | |||||||||||||||||||||
WQVN-AM [Member] | ||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||
Agreement to Sell Assets in Cash | $ 3,500,000 | |||||||||||||||||||||
Gain (Loss) on Disposition of Assets for Financial Service Operations | $ 4,800,000 | |||||||||||||||||||||
KZTS-AM [Member] | ||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||
Agreement to Sell Assets in Cash | $ 200,000 | |||||||||||||||||||||
KDXE-FM [Member] | ||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||
Business Combination, Consideration Transferred | $ 1,100,000 | |||||||||||||||||||||
Goodwill | $ 7,400 | |||||||||||||||||||||
WBIX-AM [Member] | ||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||
Proceeds from Sale of Other Assets | $ 700,000 | |||||||||||||||||||||
Gain (Loss) on Disposition of Other Assets | $ 200,000 | |||||||||||||||||||||
Senior Secured Debt [Member] | ||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||
Business Combination, Consideration Transferred | $ 4,000,000 | $ 4,000,000 | $ 2,000,000 | |||||||||||||||||||
Repayments of Long-term Debt | 3,800,000 | 3,900,000 | 1,900,000 | |||||||||||||||||||
Gain (Loss) on Repurchase of Debt Instrument | $ 100,000 | $ 63,000 | $ 27,000 | |||||||||||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 94.25% | 96.25% | 96.50% | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.75% | 6.75% | 6.75% | 6.75% | 6.75% | 6.75% | ||||||||||||||||
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 | |||||||||||||||||||||
License Fee Payable | $ 100,000 | |||||||||||||||||||||
Teachertubecom Website [Member] | ||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||
Business Combination, Consideration Transferred | $ 70,000 | |||||||||||||||||||||
ChildrensMinsitryDealscom Website [Member] | ||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||
Payments to Acquire Businesses, Gross | $ 3,500,000 | |||||||||||||||||||||
Business Combination, Consideration Transferred | $ 3,700,000 | |||||||||||||||||||||
Business Combination Cash ConsiderationDescription | $0.2 million in cash plus interest at an annual rate of 5% twelve months from closing provided that the seller meet certain post-closing requirements with regard to intellectual property. | |||||||||||||||||||||
KGBIFM [Member] | ||||||||||||||||||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | ||||||||||||||||||||||
Business Combination, Consideration Transferred | $ 3,200,000 | |||||||||||||||||||||
Business Gross Estimated Gain Loss On Sale assets | $ 3,200,000 | $ 3,200,000 |
CONTINGENT EARN-OUT CONSIDERA52
CONTINGENT EARN-OUT CONSIDERATION (Details Textual) - USD ($) | Jul. 06, 2017 | Jun. 08, 2017 | May 06, 2017 | May 06, 2015 | Feb. 06, 2015 | Sep. 13, 2016 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Feb. 06, 2017 | Jun. 08, 2018 |
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 72,000 | $ (43,000) | $ 72,000 | $ (42,000) | |||||||||
Business Acquisition Contingent Earn Out Consideration Payable | 100,000 | 100,000 | |||||||||||
Payments to Acquire Businesses, Gross | 70,000 | 310,000 | |||||||||||
Bryan Perry Newsletters (business acquisition) [Member] | |||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||||
Business Combination, Contingent Consideration Arrangements Payment | $ 14,000 | $ 91,000 | |||||||||||
Business Combination Liabilities Arising From Contingencies Amount Recognized Discounted Present Value | $ 158,000 | ||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 1,000 | ||||||||||||
Business Combination, Contingent Consideration, Liability | $ 171,000 | ||||||||||||
Contingent Earn Out Consideration Due To Seller Net Subscriber Revenues Percentage | 50.00% | ||||||||||||
Daily Bible Devotion (business acquisition) [Member] | |||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||||
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 1,100,000 | ||||||||||||
Business Combination, Contingent Consideration Arrangements Payment | 300,000 | 75,000 | |||||||||||
Business Combination Liabilities Arising From Contingencies Amount Recognized Discounted Present Value | 142,000 | ||||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 4,000 | ||||||||||||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | $ 165,000 | ||||||||||||
Turner Investment Products [Member] | |||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||||
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 400,000 | ||||||||||||
Business Combination, Contingent Consideration Arrangements Payment | 100,000 | ||||||||||||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | $ 66,000 | ||||||||||||
Business Acquisition Contingent Earn Out Consideration Payable | $ 20,000 | ||||||||||||
Portuguese Bible Mobile Application [Member] | |||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||||
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 65,000 | ||||||||||||
Business Combination, Contingent Consideration Arrangements Payment | 20,000 | 15,000 | |||||||||||
Business Combination Liabilities Arising From Contingencies Amount Recognized Discounted Present Value | $ 16,500 | ||||||||||||
Business Combination, Assets Arising from Contingencies, Amount Recognized | 3,200 | 3,200 | 1,700 | ||||||||||
TradersCrux com [Member] | |||||||||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||||||||
Business Acquisition Cost Of Acquired Entity Cash Paid Net | $ 300,000 | ||||||||||||
Business Combination, Contingent Consideration Arrangements Payment | 100,000 | ||||||||||||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | 18,750 | $ 39,000 | $ 39,000 | 53,000 | |||||||||
Business Acquisition Contingent Earn Out Consideration Payable | 100,000 | ||||||||||||
Payments to Acquire Businesses, Gross | $ 300,000 | ||||||||||||
Business Combination, Assets Arising from Contingencies, Amount Recognized | $ 75,000 | $ 75,000 | $ 31,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | ||
Reserve for obsolescence | $ (695) | $ (1,657) |
Inventories, net | 953 | 730 |
Regnery Publishing [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | 1,169 | 2,038 |
Reserve for obsolescence | (689) | (1,621) |
Inventories, net | 480 | 417 |
Wellness Products [Member] | ||
Inventory [Line Items] | ||
Inventories, gross | 479 | 349 |
Reserve for obsolescence | (6) | (36) |
Inventories, net | $ 473 | $ 313 |
BROADCAST LICENSES (Details)
BROADCAST LICENSES (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Balance, beginning of period before cumulative loss on impairment | $ 486,455 | $ 494,058 |
Accumulated loss on impairment, Beginning Balance | (105,541) | (105,541) |
Balance, beginning of period after cumulative loss on impairment | 380,914 | 388,517 |
Acquisitions of radio stations | 0 | 198 |
Capital projects to improve broadcast signal and strength | 0 | 5 |
Dispositions of radio stations | (8,013) | (7,997) |
Balance, end of period before cumulative loss on impairment | 479,503 | 486,455 |
Accumulated loss on impairment, Ending Balance | (105,541) | (105,541) |
Balance, end of period after cumulative loss on impairment | 373,962 | 380,914 |
Radio Stations [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Acquisitions of radio stations | $ 1,061 | $ 191 |
GOODWILL (Details)
GOODWILL (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Goodwill [Line Items] | ||
Balance, beginning of period before cumulative loss on impairment | $ 28,453 | $ 27,642 |
Beginning Balance, Accumulated loss on impairment | (2,029) | (2,029) |
Balance, beginning of period after cumulative loss on impairment | 26,424 | 25,613 |
Balance, end of period before cumulative loss on impairment | 27,832 | 28,453 |
Ending Balance, Accumulated loss on impairment | (2,029) | (2,029) |
Ending period balance | 25,803 | 26,424 |
Radio Stations [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 7 | 14 |
Goodwill, Written off Related to Sale of Business Unit | (628) | 0 |
Digital Media Entities [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 0 | 810 |
Broadcast business [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Written off Related to Sale of Business Unit | $ 0 | $ (13) |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment, Gross, Total | $ 263,022 | $ 264,200 |
Less accumulated depreciation | (166,599) | (164,720) |
Property, Plant and Equipment, Net, Total | 96,423 | 99,480 |
Land [Member] | ||
Property, Plant and Equipment, Gross, Total | 31,684 | 32,320 |
Building [Member] | ||
Property, Plant and Equipment, Gross, Total | 28,920 | 28,962 |
Office furnishings and equipment [Member] | ||
Property, Plant and Equipment, Gross, Total | 37,778 | 37,583 |
Office Furnishings And Equipment Under Capital Lease Obligations [Member] | ||
Property, Plant and Equipment, Gross, Total | 207 | 244 |
Antennae, towers and transmitting equipment [Member] | ||
Property, Plant and Equipment, Gross, Total | 83,290 | 85,632 |
Antennae Towers And Transmitting Equipment Under Capital Lease Obligations [Member] | ||
Property, Plant and Equipment, Gross, Total | 795 | 795 |
Studio, production and mobile equipment [Member] | ||
Property, Plant and Equipment, Gross, Total | 29,186 | 29,697 |
Computer Software [Member] | ||
Property, Plant and Equipment, Gross, Total | 25,596 | 24,477 |
Record and tape libraries [Member] | ||
Property, Plant and Equipment, Gross, Total | 18 | 27 |
Automobiles [Member] | ||
Property, Plant and Equipment, Gross, Total | 1,517 | 1,385 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment, Gross, Total | 19,010 | 19,003 |
Construction in Progress [Member] | ||
Property, Plant and Equipment, Gross, Total | $ 5,021 | $ 4,075 |
PROPERTY AND EQUIPMENT (Detai57
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Depreciation, Total | $ 3,000,000 | $ 3,100,000 | $ 6,000,000 | $ 6,100,000 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | 166,599,000 | 166,599,000 | $ 164,720,000 | ||
Capital Lease [Member] | |||||
Depreciation, Total | 20,000 | $ 23,000 | 43,000 | $ 46,000 | |
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | $ 703,000 | $ 703,000 | $ 755,000 |
AMORTIZABLE INTANGIBLE ASSETS58
AMORTIZABLE INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 60,122 | $ 60,283 |
Accumulated Amortization | (49,942) | (47,179) |
Net | 10,180 | 13,104 |
Customer lists and contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 22,831 | 22,865 |
Accumulated Amortization | (21,227) | (20,888) |
Net | 1,604 | 1,977 |
Domain and brand names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 20,106 | 20,109 |
Accumulated Amortization | (15,670) | (14,650) |
Net | 4,436 | 5,459 |
Favorable and assigned leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,256 | 2,379 |
Accumulated Amortization | (1,935) | (2,028) |
Net | 321 | 351 |
Subscriber base and lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 8,797 | 8,797 |
Accumulated Amortization | (5,913) | (4,701) |
Net | 2,884 | 4,096 |
Author Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,771 | 2,771 |
Accumulated Amortization | (2,368) | (2,237) |
Net | 403 | 534 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,029 | 2,029 |
Accumulated Amortization | (1,497) | (1,342) |
Net | 532 | 687 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,332 | 1,333 |
Accumulated Amortization | (1,332) | (1,333) |
Net | $ 0 | $ 0 |
AMORTIZABLE INTANGIBLE ASSETS59
AMORTIZABLE INTANGIBLE ASSETS (Details 1) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
2018 (July – Dec) | $ 2,845 | |
2,019 | 3,776 | |
2,020 | 2,351 | |
2,021 | 796 | |
2,022 | 196 | |
Thereafter | 216 | |
Net | $ 10,180 | $ 13,104 |
AMORTIZABLE INTANGIBLE ASSETS60
AMORTIZABLE INTANGIBLE ASSETS (Details Textual) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 1.5 | $ 1.2 | $ 3 | $ 2.3 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||||||
May 19, 2017 | Feb. 28, 2017 | Jan. 30, 2017 | Dec. 30, 2016 | Nov. 30, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Mar. 17, 2016 | |
Term Loan B Payment One [Member] | |||||||||
Principal Paid | $ 258,000 | $ 3,000 | $ 2,000 | $ 5,000 | $ 1,000 | $ 1,500 | $ 441 | $ 750 | $ 809 |
Unamortized Discount | $ 550 | $ 6 | $ 5 | $ 12 | $ 3 | 4 | 1 | $ 0 | $ 2 |
Term Loan B Payment Two [Member] | |||||||||
Principal Paid | 750 | 750 | |||||||
Unamortized Discount | $ 0 | $ 0 |
LONG-TERM DEBT (Details 1)
LONG-TERM DEBT (Details 1) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Long-term Debt | $ 11,903 | $ 9,000 |
Long Term Debt And Capital Lease Obligations Current And Noncurrent | 257,362 | |
Long-term debt and capital lease obligations less unamortized debt issuance costs | 252,280 | 258,688 |
Less current portion | (12,020) | (9,109) |
Long-term debt and capital lease obligations less unamortized debt issuance costs, net of current portion | 240,260 | 249,579 |
Senior Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Less unamortized debt issuance costs based on imputed interest rate of 7.08% | (5,082) | (5,774) |
Long-term Debt | 239,918 | 249,226 |
Long Term Debt And Capital Lease Obligations Current And Noncurrent | 245,000 | 255,000 |
Capital Lease Obligations And Other [Member] | ||
Debt Instrument [Line Items] | ||
Long Term Debt And Capital Lease Obligations Current And Noncurrent | $ 459 | $ 462 |
LONG-TERM DEBT (Details 2)
LONG-TERM DEBT (Details 2) $ in Thousands | Jun. 30, 2018USD ($) |
2,019 | $ 12,020 |
2,020 | 118 |
2,021 | 128 |
2,022 | 87 |
2,023 | 9 |
Thereafter | 245,000 |
Long-term debt | $ 257,362 |
LONG-TERM DEBT (Details Textual
LONG-TERM DEBT (Details Textual) - USD ($) | May 04, 2018 | Apr. 10, 2018 | Apr. 09, 2018 | May 19, 2019 | May 19, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 |
Interest Expense, Debt | $ 71,000 | $ 203,000 | ||||||||
Amortization of Financing Costs | $ 587,000 | 357,000 | ||||||||
Gains (Losses) on Extinguishment of Debt, Total | $ 600,000 | 234,000 | $ (2,734,000) | 234,000 | (2,775,000) | |||||
Debt Instrument, Face Amount | 245,000,000 | 245,000,000 | ||||||||
Interest Payable, Current | $ 1,416,000 | $ 1,416,000 | $ 1,445,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.58% | 4.58% | ||||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 6,300,000 | |||||||||
Debt Instrument, Redemption, Period Two [Member] | ||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 35.00% | |||||||||
Debt Instrument, Redemption Price, Percentage | 106.75% | |||||||||
Debt Instrument, Redemption, Period Three [Member] | ||||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 10.00% | |||||||||
Debt Instrument, Redemption Price, Percentage | 103.00% | |||||||||
Debt Instrument, Redemption, Period One [Member] | ||||||||||
Debt Instrument, Redemption Price, Percentage | 100.00% | |||||||||
Standby Letters of Credit [Member] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000,000 | |||||||||
Swingline Loans [Member] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 7,500,000 | |||||||||
Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument Interest Additional Interest Above Prime Rate | 2.00% | |||||||||
Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument Interest Additional Interest Above Prime Rate | 1.50% | |||||||||
Senior Secured Debt [Member] | ||||||||||
Interest Expense, Debt | $ 16,500,000 | |||||||||
Debt Instrument, Face Amount | $ 245,000,000 | 245,000,000 | ||||||||
Interest Payable, Current | $ 1,400,000 | $ 1,400,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.75% | 6.75% | 6.75% | 6.75% | 6.75% | 6.75% | ||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 94.25% | 96.25% | 96.50% | |||||||
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, Interest Rate, Increase (Decrease) | 6.75% | 6.75% | 6.75% | |||||||
Debt Instrument Debt Default Percentage | 25.00% | |||||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 300,000 | 100,000 | $ 500,000 | 100,000 | ||||||
Unamortized Debt Issuance Expense | 5,082,000 | 5,082,000 | $ 5,774,000 | |||||||
Debt Instrument, Covenant Description | The amount of dividends or equity distributions made is not to exceed $2.0 million in any fiscal quarter or $20.0 million in the aggregate, so long as, after giving pro forma effect thereto, the Consolidated Total Debt Ratio would be less than or equal to 6.00 to 1.00. | |||||||||
Debt Instrument, Repurchased Face Amount | $ 4,000,000 | $ 4,000,000 | $ 2,000,000 | |||||||
Repayments of Long-term Debt | 3,800,000 | 3,900,000 | 1,900,000 | |||||||
Gain (Loss) on Repurchase of Debt Instrument | $ 100,000 | $ 63,000 | $ 27,000 | |||||||
Assetbased Revoloving Credit Facility [Member] | ||||||||||
Line of Credit Facility, Covenant Terms | The Credit Agreement includes a springing fixed charge coverage ratio of 1.0 to 1.0, which is tested during the period commencing on the last day of the fiscal month most recently ended prior to the date on which Availability (as defined in the Credit Agreement) is less than the greater of 15% of the Maximum Revolver Amount (as defined in the Credit Agreement) and $4.5 million and continuing for a period of 60 consecutive days after the first day on which Availability exceeds such threshold amount. | |||||||||
Debt Instrument, Face Amount | $ 30,000,000 | |||||||||
Debt 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. | |||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 2.00% | |||||||||
Debt Related Commitment Fees and Debt Issuance Costs | $ 52,000 | 24,000 | $ 100,000 | 24,000 | ||||||
Debt Instrument Blended Interest Rate | 4.00% | 4.00% | ||||||||
Debt Instrument, Covenant Description | The amount of dividends or equity distributions made is not to exceed $2.0 million in any fiscal quarter or $20.0 million in the aggregate, so long as, after giving pro forma effect thereto, the Consolidated Total Debt Ratio would be less than or equal to 6.00 to 1.00. | |||||||||
Line of Credit, Current | $ 11,900,000 | $ 11,900,000 | ||||||||
Assetbased Revoloving Credit Facility [Member] | Maximum [Member] | ||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% | |||||||||
Assetbased Revoloving Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | 1.00% | ||||||||
Assetbased Revoloving Credit Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | 2.00% | ||||||||
Assetbased Revoloving Credit Facility [Member] | Minimum [Member] | ||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |||||||||
Assetbased Revoloving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | 0.50% | ||||||||
Assetbased Revoloving Credit Facility [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | 1.50% | ||||||||
Term B Loan [Member] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 300,000,000 | $ 300,000,000 | ||||||||
Senior Notes, Noncurrent | 298,500,000 | $ 298,500,000 | ||||||||
Interest Expense, Debt | 26,000 | 74,000 | ||||||||
Debt Instrument, Unamortized Discount | $ 700,000 | |||||||||
Long-term Debt, Gross | 258,000,000 | |||||||||
Term B Loan [Member] | Maximum [Member] | ||||||||||
Debt Instrument Interest Additional Interest Above Prime Rate | 1.00% | |||||||||
Term B Loan [Member] | Minimum [Member] | ||||||||||
Debt Instrument Interest Additional Interest Above Prime Rate | 0.50% | |||||||||
Revolver [Member] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 25,000,000 | $ 25,000,000 | ||||||||
Amortization of Financing Costs | $ 9,000 | $ 26,000 | ||||||||
Gains (Losses) on Extinguishment of Debt, Total | $ 2,100,000 | |||||||||
Long-term Line of Credit, Noncurrent | $ 4,100,000 | |||||||||
Revolver [Member] | Maximum [Member] | ||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% | 0.375% | ||||||||
Revolver [Member] | Minimum [Member] | ||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | 0.25% | ||||||||
Term Loan B And Revolver [Member] | ||||||||||
Unamortized Debt Issuance Expense | $ 1,500,000 |
STOCK INCENTIVE PLAN (Details)
STOCK INCENTIVE PLAN (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Total stock-based compensation expense, pre-tax | $ 126 | $ 44 | $ 172 | $ 1,425 |
Tax benefit (expense) from stock-based compensation expense | (33) | (18) | (45) | (570) |
Total stock-based compensation expense, net of tax | 93 | 26 | 127 | 855 |
Corporate [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock option compensation expense | 76 | 28 | 100 | 99 |
Restricted stock shares compensation expenses | 0 | 0 | 0 | 875 |
Broadcast [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock option compensation expense | 29 | 6 | 42 | 34 |
Restricted stock shares compensation expenses | 0 | 0 | 0 | 224 |
Digital Media [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock option compensation expense | 18 | 5 | 23 | 19 |
Restricted stock shares compensation expenses | 0 | 0 | 0 | 124 |
Publishing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock option compensation expense | 3 | 5 | 7 | 14 |
Restricted stock shares compensation expenses | $ 0 | $ 0 | $ 0 | $ 36 |
STOCK INCENTIVE PLAN (Details 1
STOCK INCENTIVE PLAN (Details 1) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Expected volatility | 41.82% | 41.84% |
Expected dividends | 8.00% | 7.89% |
Expected term (in years) | 7 years 4 months 24 days | 7 years 4 months 24 days |
Risk-free interest rate | 2.95% | 2.93% |
STOCK INCENTIVE PLAN (Details 2
STOCK INCENTIVE PLAN (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Shares | ||
Ending Balance | 2,011,087 | |
Employee Stock Option [Member] | ||
Shares | ||
Beginning Balance | 1,428,462 | |
Granted | 642,000 | |
Exercised | (8,750) | |
Forfeited or expired | (50,625) | |
Ending Balance | 2,011,087 | 1,428,462 |
Exercisable at end of period | 1,085,331 | |
Expected to Vest | 879,005 | |
Weighted Average Exercise Price | ||
Beginning Balance | $ 5.20 | |
Granted | 3.30 | |
Exercised | 2.61 | |
Forfeited or expired | 5.04 | |
Ending Balance | 4.61 | $ 5.20 |
Exercisable at end of period | 5.44 | |
Expected to Vest | 4.63 | |
Weighted Average Grant Date Fair value | ||
Beginning Balance | 2.96 | |
Granted | 1.86 | |
Exercised | 2.18 | |
Forfeited or expired | 3.56 | |
Ending Balance | 2.60 | $ 2.96 |
Exercisable at end of period | 3.36 | |
Expected to Vest | $ 2.62 | |
Weighted Average Remaining Contractual Term | ||
Contractual term | 4 years 6 months | 3 years 8 months 12 days |
Exercisable at end of period | 2 years 8 months 12 days | |
Expected to Vest | 4 years 6 months | |
Aggregate Intrinsic Value | ||
Beginning Balance | $ 653 | |
Exercised | 12 | |
Forfeited or expired | 11 | |
Ending Balance | 2,156 | $ 653 |
Exercisable at end of period | 742 | |
Expected to Vest | $ 1,351 |
STOCK INCENTIVE PLAN (Details T
STOCK INCENTIVE PLAN (Details Textual) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 700,000 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 1 month 6 days | |
Restricted stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 0 | |
Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 5,000,000 | |
Share Price | $ 5.15 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 300,000 | $ 13,000 |
EQUITY TRANSACTIONS (Details)
EQUITY TRANSACTIONS (Details) | 6 Months Ended |
Jun. 30, 2018USD ($)$ / shares | |
Dividend Payment One [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 Two [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 |
Dividend Payment Three [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | Dec. 7, 2017 |
Payment Date | Dec. 29, 2017 |
Amount Per Share | $ / shares | $ 0.0650 |
Cash Distributed | $ | $ 1,701 |
Dividend Payment Four [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | Sep. 12, 2017 |
Payment Date | Sep. 29, 2017 |
Amount Per Share | $ / shares | $ 0.0650 |
Cash Distributed | $ | $ 1,701 |
Dividend Payment Five [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | Jun. 1, 2017 |
Payment Date | Jun. 30, 2017 |
Amount Per Share | $ / shares | $ 0.0650 |
Cash Distributed | $ | $ 1,697 |
Dividend Payment Six [Member] | |
Dividends Payable [Line Items] | |
Announcement Date | Mar. 9, 2017 |
Payment Date | Mar. 31, 2017 |
Amount Per Share | $ / shares | $ 0.0650 |
Cash Distributed | $ | $ 1,691 |
EQUITY TRANSACTIONS (Details Te
EQUITY TRANSACTIONS (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition, Total | $ 100,000 | $ 44,000 | $ 200,000 | $ 1,400,000 | |
Scenario, Forecast [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||
Expected Dividend Payments | $ 6,800,000 |
BASIC AND DILUTED NET EARNING71
BASIC AND DILUTED NET EARNINGS PER SHARE (Details Texual) - shares | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share Basic And Diluted [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 2,011,087 | 1,490,404 |
Weighted Average Number Diluted Shares Outstanding Adjustment | 101,877 | 530,963 |
DERIVATIVE INSTRUMENTS (Details
DERIVATIVE INSTRUMENTS (Details Textual) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | ||
May 19, 2019 | May 19, 2017 | Jun. 30, 2018 | Mar. 28, 2014 | |
Derivative [Line Items] | ||||
Derivative, Notional Amount | $ 150 | |||
Derivative, Floor Interest Rate | 0.625% | |||
Derivative, Maturity Date | Mar. 28, 2019 | |||
Derivative, Fixed Interest Rate | 1.645% | |||
Payments for Derivative Instrument, Investing Activities | $ 0.8 | |||
Debt Instrument, Face Amount | $ 245 | |||
Maximum [Member] | Revolver [Member] | ||||
Derivative [Line Items] | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% | 0.375% | ||
Minimum [Member] | Revolver [Member] | ||||
Derivative [Line Items] | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | 0.25% | ||
Assetbased Revoloving Credit Facility [Member] | ||||
Derivative [Line Items] | ||||
Debt Instrument, Face Amount | $ 30 | |||
Debt Instrument, Interest Rate, Increase (Decrease) | 2.00% | |||
Assetbased Revoloving Credit Facility [Member] | Maximum [Member] | ||||
Derivative [Line Items] | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% | |||
Assetbased Revoloving Credit Facility [Member] | Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Derivative [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | 2.00% | ||
Assetbased Revoloving Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | ||||
Derivative [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | 1.00% | ||
Assetbased Revoloving Credit Facility [Member] | Minimum [Member] | ||||
Derivative [Line Items] | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |||
Assetbased Revoloving Credit Facility [Member] | Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Derivative [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | 1.50% | ||
Assetbased Revoloving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | ||||
Derivative [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | 0.50% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Assets | ||
Estimated fair value of assets held for sale | $ 8,025 | $ 3,500 |
Liabilities: | ||
Estimated fair value of contingent earn-out consideration included in accrued expenses | 125 | |
Long-term debt and capital lease obligations less unamortized debt issuance costs | 252,280 | |
Other Indefinite Lived Intangible Assets [Member] | ||
Assets | ||
Estimated fair value of other indefinite-lived intangible assets | 313 | |
Estimated fair value of assets held for sale | 8,025 | |
Fair Value, Inputs, Level 1 [Member] | Other Indefinite Lived Intangible Assets [Member] | ||
Assets | ||
Estimated fair value of other indefinite-lived intangible assets | 0 | |
Estimated fair value of assets held for sale | 0 | |
Liabilities: | ||
Estimated fair value of contingent earn-out consideration included in accrued expenses | 0 | |
Long-term debt and capital lease obligations less unamortized debt issuance costs | 0 | |
Fair Value, Inputs, Level 2 [Member] | Other Indefinite Lived Intangible Assets [Member] | ||
Assets | ||
Estimated fair value of other indefinite-lived intangible assets | 0 | |
Estimated fair value of assets held for sale | 0 | |
Liabilities: | ||
Estimated fair value of contingent earn-out consideration included in accrued expenses | 0 | |
Long-term debt and capital lease obligations less unamortized debt issuance costs | 223,563 | |
Fair Value, Inputs, Level 3 [Member] | Other Indefinite Lived Intangible Assets [Member] | ||
Assets | ||
Estimated fair value of other indefinite-lived intangible assets | 313 | |
Estimated fair value of assets held for sale | 8,025 | |
Liabilities: | ||
Estimated fair value of contingent earn-out consideration included in accrued expenses | 125 | |
Long-term debt and capital lease obligations less unamortized debt issuance costs | $ 0 |
FAIR VALUE MEASUREMENTS (Deta74
FAIR VALUE MEASUREMENTS (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Debt Instrument, Face Amount | $ 245,000 | $ 245,000 | ||
Debt Instrument, Fair Value Disclosure | 223,600 | 223,600 | ||
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property | $ (5,154) | $ 510 | (5,159) | $ 505 |
KGBIFM [Member] | ||||
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property | $ 4,800 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | ||||
Deferred Tax Assets, Valuation Allowance | $ 6.2 | $ 6.2 | $ 4.5 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | |||
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $ 6 | 6 | 4.2 | |
Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Impairment Losses | 0.2 | 0.2 | $ 0.3 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 1.6 | 6.2 | ||
Scenario, Plan [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |||
Domestic Tax Authority [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Operating Loss Carryforwards | $ 153.1 | |||
Ending Year of Expiry for Net Operating Loss Carryforwards | 2,020 | |||
State and Local Jurisdiction [Member] | ||||
Income Tax Contingency [Line Items] | ||||
Operating Loss Carryforwards | $ 790.4 | |||
Beginning Year of Expiry for Net Operating Loss Carry forwards | 2,018 | |||
Ending Year of Expiry for Net Operating Loss Carryforwards | 2,037 |
SEGMENT DATA (Details)
SEGMENT DATA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net revenue | $ 66,272 | $ 66,112 | $ 130,067 | $ 131,092 | ||
Depreciation | 3,035 | 3,109 | 6,044 | 6,089 | ||
Amortization | 1,476 | 1,143 | 2,954 | 2,285 | ||
Impairment of indefinite-lived long-term assets other than goodwill | 0 | 0 | 0 | 19 | ||
Change in estimated fair value of contingent earn-out consideration | 72 | (43) | 72 | (42) | ||
Net (gain) loss on the disposition of assets | (5,154) | 510 | (5,159) | 505 | ||
Net operating income (loss) | 1,343 | 8,619 | 7,014 | 13,438 | ||
Inventories, net | 953 | 953 | $ 730 | |||
Property and equipment, net | 96,423 | 96,423 | 99,480 | |||
Broadcast licenses | 373,962 | 373,962 | 380,914 | $ 388,517 | ||
Goodwill | 25,803 | 25,803 | 26,424 | $ 25,613 | ||
Other indefinite-lived intangible assets | 313 | 313 | 313 | |||
Amortizable intangible assets, net | 10,180 | 10,180 | 13,104 | |||
Operating Segments [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net revenue | 66,272 | 66,112 | 130,067 | 131,092 | ||
Operating expenses | 55,192 | 53,794 | 108,824 | 109,808 | ||
Net operating income (loss) before depreciation, amortization and net loss on the disposition of assets | 11,080 | 12,318 | 21,243 | 21,284 | ||
Depreciation | 3,035 | 3,109 | 6,044 | 6,089 | ||
Amortization | 1,476 | 1,143 | 2,954 | 2,285 | ||
Impairment of indefinite-lived long-term assets other than goodwill | 19 | |||||
Change in estimated fair value of contingent earn-out consideration | 72 | (43) | 72 | (42) | ||
Net (gain) loss on the disposition of assets | 5,154 | (510) | 5,159 | (505) | ||
Net operating income (loss) | 1,343 | 8,619 | 7,014 | 13,438 | ||
Operating Segments [Member] | Broadcast [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net revenue | 50,563 | 49,251 | 98,613 | 97,055 | ||
Operating expenses | 37,243 | 35,931 | 72,993 | 71,767 | ||
Net operating income (loss) before depreciation, amortization and net loss on the disposition of assets | 13,320 | 13,320 | 25,620 | 25,288 | ||
Depreciation | 1,911 | 1,929 | 3,769 | 3,748 | ||
Amortization | 10 | 18 | 20 | 35 | ||
Impairment of indefinite-lived long-term assets other than goodwill | 0 | |||||
Change in estimated fair value of contingent earn-out consideration | 0 | 0 | 0 | 0 | ||
Net (gain) loss on the disposition of assets | 5,154 | (494) | 5,159 | (496) | ||
Net operating income (loss) | 6,245 | 11,867 | 16,672 | 22,001 | ||
Inventories, net | 0 | 0 | 0 | |||
Property and equipment, net | 81,834 | 81,834 | 83,901 | |||
Broadcast licenses | 373,962 | 373,962 | 380,914 | |||
Goodwill | 2,960 | 2,960 | 3,581 | |||
Other indefinite-lived intangible assets | 0 | 0 | 0 | |||
Amortizable intangible assets, net | 320 | 320 | 351 | |||
Operating Segments [Member] | Digital Media [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net revenue | 10,260 | 10,866 | 20,654 | 21,552 | ||
Operating expenses | 8,397 | 8,370 | 16,771 | 17,072 | ||
Net operating income (loss) before depreciation, amortization and net loss on the disposition of assets | 1,863 | 2,496 | 3,883 | 4,480 | ||
Depreciation | 767 | 820 | 1,569 | 1,597 | ||
Amortization | 1,223 | 816 | 2,448 | 1,634 | ||
Impairment of indefinite-lived long-term assets other than goodwill | 0 | |||||
Change in estimated fair value of contingent earn-out consideration | 72 | (43) | 72 | (42) | ||
Net (gain) loss on the disposition of assets | 0 | 0 | 0 | 0 | ||
Net operating income (loss) | (199) | 903 | (206) | 1,291 | ||
Inventories, net | 473 | 473 | 313 | |||
Property and equipment, net | 5,955 | 5,955 | 6,173 | |||
Broadcast licenses | 0 | 0 | 0 | |||
Goodwill | 20,947 | 20,947 | 20,947 | |||
Other indefinite-lived intangible assets | 0 | 0 | 0 | |||
Amortizable intangible assets, net | 7,393 | 7,393 | 9,801 | |||
Operating Segments [Member] | Publishing [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net revenue | 5,449 | 5,995 | 10,800 | 12,485 | ||
Operating expenses | 5,522 | 5,668 | 11,109 | 12,019 | ||
Net operating income (loss) before depreciation, amortization and net loss on the disposition of assets | (73) | 327 | (309) | 466 | ||
Depreciation | 129 | 162 | 260 | 356 | ||
Amortization | 242 | 308 | 485 | 615 | ||
Impairment of indefinite-lived long-term assets other than goodwill | 19 | |||||
Change in estimated fair value of contingent earn-out consideration | 0 | 0 | 0 | 0 | ||
Net (gain) loss on the disposition of assets | 0 | (16) | 0 | (9) | ||
Net operating income (loss) | (444) | (127) | (1,054) | (515) | ||
Inventories, net | 480 | 480 | 417 | |||
Property and equipment, net | 1,075 | 1,075 | 1,281 | |||
Broadcast licenses | 0 | 0 | 0 | |||
Goodwill | 1,888 | 1,888 | 1,888 | |||
Other indefinite-lived intangible assets | 313 | 313 | 313 | |||
Amortizable intangible assets, net | 2,462 | 2,462 | 2,947 | |||
Operating Segments [Member] | Unallocated Corporate [Member] | ||||||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||||
Net revenue | 0 | 0 | 0 | 0 | ||
Operating expenses | 4,030 | 3,825 | 7,951 | 8,950 | ||
Net operating income (loss) before depreciation, amortization and net loss on the disposition of assets | (4,030) | (3,825) | (7,951) | (8,950) | ||
Depreciation | 228 | 198 | 446 | 388 | ||
Amortization | 1 | 1 | 1 | 1 | ||
Impairment of indefinite-lived long-term assets other than goodwill | 0 | |||||
Change in estimated fair value of contingent earn-out consideration | 0 | 0 | 0 | 0 | ||
Net (gain) loss on the disposition of assets | 0 | 0 | 0 | 0 | ||
Net operating income (loss) | (4,259) | $ (4,024) | (8,398) | $ (9,339) | ||
Inventories, net | 0 | 0 | 0 | |||
Property and equipment, net | 7,559 | 7,559 | 8,125 | |||
Broadcast licenses | 0 | 0 | 0 | |||
Goodwill | 8 | 8 | 8 | |||
Other indefinite-lived intangible assets | 0 | 0 | 0 | |||
Amortizable intangible assets, net | $ 5 | $ 5 | $ 5 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | Aug. 07, 2018 | Aug. 06, 2018 | Jul. 25, 2018 | Jul. 24, 2018 | Jul. 23, 2018 | Jun. 19, 2018 | May 24, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jul. 17, 2018 | Jul. 10, 2018 |
Subsequent Event [Line Items] | |||||||||||||
Business Combination, Consideration Transferred | $ 1,170,000 | ||||||||||||
Payments to Acquire Businesses, Gross | 70,000 | $ 310,000 | |||||||||||
Agreement to Sell Assets in Cash | $ 1,000,000 | ||||||||||||
Gain (Loss) on Disposition of Assets for Financial Service Operations | $ 1,600,000 | ||||||||||||
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property | $ (5,154,000) | $ 510,000 | (5,159,000) | $ 505,000 | |||||||||
Proceeds from Sale of Property, Plant, and Equipment | $ 800,000 | ||||||||||||
KGBIFM [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Gain (Loss) on Disposition of Property Plant Equipment, Excluding Oil and Gas Property and Timber Property | $ 4,800,000 | ||||||||||||
ChildrensMinsitryDealscom Website [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Business Combination, Consideration Transferred | $ 3,700,000 | ||||||||||||
Payments to Acquire Businesses, Gross | $ 3,500,000 | ||||||||||||
Business Combination Cash ConsiderationDescription | $0.2 million in cash plus interest at an annual rate of 5% twelve months from closing provided that the seller meet certain post-closing requirements with regard to intellectual property. | ||||||||||||
Subsequent Event [Member] | KCROAM and KOTKAM [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Agreement to Sell Assets in Cash | $ 1,400,000 | ||||||||||||
Gain (Loss) on Disposition of Assets for Financial Service Operations | $ 1,600,000 | ||||||||||||
Subsequent Event [Member] | Hilary Kramer Financial Newsletter [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Agreement To Purchase Assets In Cash | $ 400,000 | $ 5,100,000 | |||||||||||
Subsequent Event [Member] | KGBIFM [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Proceeds from Sale of Property, Plant, and Equipment | $ 3,200,000 | ||||||||||||
Subsequent Event [Member] | ChildrensMinsitryDealscom Website [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Business Combination, Consideration Transferred | $ 3,700,000 | ||||||||||||
Payments to Acquire Businesses, Gross | $ 3,500,000 | ||||||||||||
Business Combination Cash ConsiderationDescription | $0.2 million in cash plus interest at an annual rate of 5% twelve months from closing provided that the seller meet certain post-closing requirements with regard to intellectual property. | ||||||||||||
Subsequent Event [Member] | KZTS-AM [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Business Combination, Consideration Transferred | $ 200,000 | ||||||||||||
Subsequent Event [Member] | Just 1 Word [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Payments to Acquire Intangible Assets | $ 300,000 | ||||||||||||
Additional Contingent Earnout Consideration Paid | $ 100,000 |