Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 25, 2023 | Jun. 30, 2022 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Trading Symbol | SALM | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | SALEM MEDIA GROUP, INC. | ||
Entity Central Index Key | 0001050606 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Interactive Data Current | Yes | ||
Security Exchange Name | NASDAQ | ||
Title of 12(b) Security | Class A Common Stock, $0.01 par value per share | ||
Entity File Number | 000-26497 | ||
Entity Tax Identification Number | 77-0121400 | ||
Entity Address, Address Line One | 6400 NORTH BELT LINE ROAD | ||
Entity Address, City or Town | IRVING | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75063 | ||
City Area Code | 469 | ||
Local Phone Number | 586-2280 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Public Float | $ 26,096,685 | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | Moss Adams LLP | ||
Auditor Firm ID | 659 | ||
Auditor Location | Los Angeles, California | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 21,663,091 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,553,696 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 0 | $ 1,785 |
Accounts receivable (net of allowances of $13,022 in 2021 and $7,939 in 2022) | 30,756 | 25,663 |
Unbilled revenue | 2,890 | 3,406 |
Income tax receivable | 195 | 0 |
Other receivables (net of allowances of $455 in 2021 and $586 in 2022) | 1,817 | 1,377 |
Inventories | 1,513 | 960 |
Prepaid expenses | 7,619 | 6,772 |
Assets held for sale | 267 | 1,551 |
Total current assets | 45,057 | 41,514 |
Notes receivable (net of allowance of $938 in 2021 and $571 in 2022) | 922 | 274 |
Property and equipment (net of accumulated depreciation of $186,053 in 2021 and $191,638 in 2022) | 81,296 | 79,339 |
Operating lease right-of-use assets | 43,671 | 43,560 |
Financing lease right-of-use assets | 63 | 105 |
Broadcast licenses | 303,774 | 320,008 |
Goodwill | 24,085 | 23,986 |
Amortizable intangible assets (net of accumulated amortization of $58,110 in 2021 and $59,383 in 2022) | 2,149 | 2,444 |
Deferred financing costs | 681 | 843 |
Other assets | 3,424 | 4,039 |
Total assets | 505,122 | 516,112 |
Current liabilities: | ||
Accounts payable | 6,539 | 2,661 |
Accrued expenses | 17,495 | 12,006 |
Accrued compensation and related expenses | 10,298 | 13,054 |
Accrued interest | 949 | 1,030 |
Contract liabilities | 11,901 | 12,294 |
Deferred rent income | 122 | 157 |
Income taxes payable | 0 | 1,544 |
Current portion of operating lease liabilities | 8,305 | 8,651 |
Current portion of financing lease liabilities | 43 | 58 |
Current portion of long-term debt | 8,958 | 0 |
Total current liabilities | 64,610 | 51,455 |
Long-term debt, less current portion | 150,367 | 170,581 |
Operating lease liabilities, less current portion | 42,406 | 42,208 |
Financing lease liabilities, less current portion | 39 | 65 |
Deferred income taxes | 66,732 | 67,012 |
Contract liabilities, long-term | 1,886 | 2,222 |
Deferred rent income, less current portion | 3,659 | 3,772 |
Other long-term liabilities | 66 | 586 |
Total liabilities | 329,765 | 337,901 |
Commitments and contingencies (Note 14) | ||
Stockholders' Equity: | ||
Additional paid-in capital | 248,820 | 248,438 |
Accumulated \deficit | (39,745) | (36,509) |
Treasury stock, at cost (2,317,650 shares at December 31, 2021 and 2022) | (34,006) | (34,006) |
Total stockholders' equity | 175,357 | 178,211 |
Total liabilities and stockholders' equity | 505,122 | 516,112 |
Common Class A [Member] | ||
Stockholders' Equity: | ||
Common stock | 232 | 232 |
Common Class B [Member] | ||
Stockholders' Equity: | ||
Common stock | $ 56 | $ 56 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Trade accounts receivable, allowances | $ 7,939 | $ 13,022 |
Allowance for Doubtful Other Receivables, Current | 586 | 455 |
Notes receivable, allowance | 571 | 938 |
Amortizable intangible assets, accumulated amortization | $ 59,383 | $ 58,110 |
Treasury stock, shares | 2,317,650 | 2,317,650 |
Common Class A [Member] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, authorized | 80,000,000 | 80,000,000 |
Common stock, issued | 23,980,741 | 23,922,974 |
Common stock, outstanding | 21,663,091 | 21,605,324 |
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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Total net revenue | $ 266,966 | $ 258,247 |
Operating expenses: | ||
Broadcast operating expenses, exclusive of depreciation and amortization shown below (including $1,822 and $1,805 for the years ended December 31, 2021 and 2022, respectively, paid to related parties) | 163,992 | 145,720 |
Legal settlement | 4,776 | 0 |
Digital media operating expenses, exclusive of depreciation and amortization shown below | 33,750 | 33,797 |
Publishing operating expenses exclusive of depreciation and amortization shown below | 22,142 | 23,220 |
Unallocated corporate expenses, exclusive of depreciation and amortization shown below (including $38 and $527 for the years ended December 31, 2021 and 2022, respectively, paid to related parties) | 18,557 | 17,483 |
Debt modification costs | 255 | 2,526 |
Depreciation | 11,339 | 10,933 |
Amortization | 1,272 | 1,895 |
Change in the estimated fair value of contingent earn-out consideration | (5) | 0 |
Impairment of indefinite-lived long-term assets other than goodwill | 13,985 | 0 |
Impairment of goodwill | 127 | 0 |
Net (gain) loss on the disposition of assets | (8,376) | (23,575) |
Total operating expenses | 261,814 | 211,999 |
Operating loss | 5,152 | 46,248 |
Other income (expense): | ||
Interest income | 171 | 10 |
Interest expense | (13,060) | (15,799) |
Gain on the forgiveness of PPP loans | 0 | 11,212 |
Gain (loss) on early retirement of long-term debt | 48 | (1,026) |
Earnings from equity method investment | 4,065 | 0 |
Net miscellaneous income and (expenses) | (4) | 110 |
Net income (loss) before income taxes | (3,628) | 40,755 |
Benefit from income taxes | (392) | (759) |
Net income (loss) | $ (3,236) | $ 41,514 |
Basic income (loss) per share data: | ||
Basic income (loss) per share Class A and Class B common stock | $ (0.12) | $ 1.54 |
Diluted income (loss) per share data: | ||
Diluted income (loss) per share Class A and Class B common stock | $ (0.12) | $ 1.52 |
Basic weighted average Class A and Class B shares outstanding | 27,206,434 | 26,892,540 |
Diluted weighted average Class A and Class B shares outstanding | 27,206,434 | 27,296,618 |
Broadcast Revenue [Member] | ||
Total net revenue | $ 205,315 | $ 191,443 |
Digital Media [Member] | ||
Total net revenue | 41,661 | 42,164 |
Publishing [Member] | ||
Total net revenue | $ 19,990 | $ 24,640 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Unallocated corporate expenses exclusive of depreciation and amortization | $ 18,557 | $ 17,483 |
Related Party [Member] | ||
Unallocated corporate expenses exclusive of depreciation and amortization | 527 | 38 |
Broadcast [Member] | Related Party [Member] | ||
Operating expenses | $ 1,805 | $ 1,822 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Treasury Stock [Member] | Common Class A [Member] Common Stock [Member] | Common Class B [Member] Common Stock [Member] |
Balance at Dec. 31, 2020 | $ 135,279 | $ 247,025 | $ (78,023) | $ (34,006) | $ 227 | $ 56 |
Balance (in shares) at Dec. 31, 2020 | 23,447,317 | 5,553,696 | ||||
Stock-based compensation | 319 | 319 | ||||
Options exercised | 1,099 | 1,094 | $ 5 | |||
Options exercised (in shares) | 475,657 | |||||
Net income (loss) | 41,514 | 41,514 | ||||
Balance at Dec. 31, 2021 | 178,211 | 248,438 | (36,509) | (34,006) | $ 232 | $ 56 |
Balance (in shares) at Dec. 31, 2021 | 23,922,974 | 5,553,696 | ||||
Stock-based compensation | 284 | 284 | ||||
Options exercised | 98 | 98 | ||||
Options exercised (in shares) | 57,767 | |||||
Net income (loss) | (3,236) | (3,236) | ||||
Balance at Dec. 31, 2022 | $ 175,357 | $ 248,820 | $ (39,745) | $ (34,006) | $ 232 | $ 56 |
Balance (in shares) at Dec. 31, 2022 | 23,980,741 | 5,553,696 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING ACTIVITIES | ||
Net income (loss) | $ (3,236) | $ 41,514 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Non-cash stock-based compensation | 284 | 319 |
Depreciation and amortization | 12,611 | 12,828 |
Amortization of deferred financing costs | 963 | 1,051 |
Non-cash lease expense | 8,845 | 8,713 |
Accretion of acquisition-related deferred payments and contingent earn-out consideration | 5 | 0 |
Provision for bad debts | (1,270) | (261) |
Deferred income taxes | (280) | (1,871) |
Change in the estimated fair value of contingent earn-out consideration | (5) | 0 |
Impairment of indefinite-lived long-term assets other than goodwill | 13,985 | 0 |
Impairment of goodwill | 127 | 0 |
Gain on the forgiveness of PPP loans | 0 | (11,212) |
Gain (loss) on early retirement of debt | (48) | 1,026 |
Net (gain) loss on the disposition of assets | (8,376) | (23,575) |
Changes in operating assets and liabilities: | ||
Accounts receivable and unbilled revenue | (4,370) | (1,101) |
Income taxes receivable | (195) | 0 |
Inventories | (427) | (465) |
Prepaid expenses and other current assets | (847) | (20) |
Accounts payable and accrued expenses | 2,006 | 2,854 |
Operating lease liabilities | (9,088) | (9,780) |
Contract liabilities | (729) | 1,656 |
Deferred rent income | (151) | (209) |
Other liabilities | (518) | 43 |
Income taxes payable | (1,544) | 981 |
Net cash provided by operating activities | 7,742 | 22,491 |
INVESTING ACTIVITIES | ||
Cash paid for capital expenditures net of tenant improvement allowances | (13,286) | (10,784) |
Capital expenditures reimbursable under tenant improvement allowances | (96) | (130) |
Deposit on broadcast assets and radio station acquisitions | (750) | (160) |
Purchases of broadcast assets and radio stations | (957) | (600) |
Return of equity investment in OnePartyAmerica LLC | 4,500 | 0 |
Equity investment in OnePartyAmerica LLC | (3,500) | (1,000) |
Deferred payments on acquisitions | 0 | (700) |
Proceeds from sale of long-lived assets | 14,159 | 29,278 |
Other | 247 | (314) |
Net cash provided by (used in) investing activities | (898) | 11,610 |
FINANCING ACTIVITIES | ||
Proceeds from 2028 Notes | 0 | 114,731 |
Payments to repurchase or exchange 2024 Notes | (20,916) | (158,699) |
Proceeds from borrowings under ABL Facility | 51,995 | 16 |
Payments under PPP loans | 0 | 17 |
Payments of debt issuance costs | (51) | (1,921) |
Payments of acquisition-related contingent earn-out consideration | (4) | 0 |
Proceeds from the exercise of stock options | 98 | 1,099 |
Payments on financing lease liabilities | (63) | (63) |
Book overdraft | 3,349 | 0 |
Net cash used in financing activities | (8,629) | (38,641) |
Net increase (decrease) in cash and cash equivalents | (1,785) | (4,540) |
Cash and cash equivalents at beginning of year | 1,785 | 6,325 |
Cash and cash equivalents at end of year | 0 | 1,785 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | 11,842 | 14,897 |
Cash paid for interest on finance lease liabilities | 7 | 8 |
Cash paid for income taxes, net of refunds | 1,626 | 131 |
Other supplemental disclosures of cash flow information: | ||
Barter revenue | 3,031 | 2,567 |
Barter expense | 2,839 | 2,633 |
Non-cash investing and financing activities: | ||
Capital expenditures reimbursable under tenant improvement allowances | 96 | 130 |
Non-cash capital expenditures for property & equipment acquired under trade agreements | 0 | 27 |
Right-of-use assets acquired through operating leases | 9,675 | 6,507 |
Right-of-use assets acquired through financing leases | 20 | 17 |
Net assets and liabilities assumed in a non-cash acquisition | 0 | 116 |
Estimated present value of contingent-earn out consideration | 288 | 11 |
Abl Facility [Member] | ||
FINANCING ACTIVITIES | ||
Payments on ABL Facility | (43,037) | (5,016) |
Proceeds from borrowings under PPP Loans | 0 | 11,195 |
Digital Media [Member] | ||
INVESTING ACTIVITIES | ||
Purchases of digital media businesses and assets | (790) | (3,980) |
SALM Publishing Enterprise Valuations [Member] | ||
INVESTING ACTIVITIES | ||
Purchases of digital media businesses and assets | $ (425) | $ 0 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 1. BASIS OF PRESENTATION Description of Business Salem Media Group, Inc. (“Salem” “we,” “us,” “our” or the “company”) is a domestic multimedia company specializing in Christian and conservative content. Our media properties include radio broadcasting, digital media, and publishing entities. We have three operating segments: (1) Broadcast, (2) Digital Media, and (3) Publishing, which are discussed in Note 19. Segment Data. The accompanying Consolidated Financial Statements of Salem include the company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. Impact of the COVID-19 During 2020 we implemented several measures to reduce costs and conserve cash to ensure that we had adequate liquidity to meet our debt servicing requirements. As the economy began to show signs of recovery, we reversed several of these cost reduction initiatives during 2021. We continue to operate with lower staffing levels where appropriate, we have not declared or paid equity distributions on our common stock, and the company 401(k) match was not reinstated until January 2022. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) provided emergency economic assistance for individuals and businesses impacted by the COVID-19 additional liquidity, loan guarantees, and other government programs. The Consolidated Appropriations Act (“CAA”) included a second relief package, which, among other things, provides for an extension of the Payroll Support Program established by the CARES Act. We utilized certain benefits of the CARES Act and the CAA, including: • We deferred $3.3 million of employer FICA taxes from April 2020 through December 2020, of which approximately 50% was paid in December 2021 and the remainder was paid in December 2022; • A relaxation of interest expense deduction limitation for income tax purposes; • We received Paycheck Protection Program (“PPP”) loans of $11.2 million in total during the first quarter of 2021 through the Small Business Association (“SBA”) based on the eligibility as determined on a per-location • In July 2021, the SBA forgave all but $20,000 of the PPP loans, with the remaining PPP loan repaid in July 2021. 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. See Item 7 – Management Discussion and Analysis within this annual report for a discussion of our Critical Accounting Estimates. Reclassifications Certain reclassifications have been made to the prior year financial statements to conform to the presentation in the current year, which had no impact on the previously reported financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents We consider all highly liquid debt instruments, purchased with an initial maturity of three months or less, to be cash equivalents. The carrying value of our cash and cash equivalents approximated fair value at each balance sheet date. Accounts Receivable and Unbilled Revenue Accounts receivable, net of allowances: Unbilled revenue end-of-flight, Allowance for Doubtful Accounts We maintain an allowance for doubtful accounts to provide for the estimated amount of receivables that may not be collected. The allowance is based on our historical collection experience, the age of the receivables, specific customer information and current economic conditions. Past due balances are generally not written off until all collection efforts have been exhausted, including use of a collection agency. A considerable amount of judgment is required in assessing the likelihood of ultimate realization of these receivables, including the current creditworthiness of each customer. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. We have not modified our estimate methodology and we have not historically recognized significant losses from changes in our estimates. We believe that our estimates and assumptions are reasonable and that our reserves are accurately reflected. We do not include extended payment terms in our contracts with customers. Inventory Inventory consists of books published by Regnery ® Property and Equipment We account for property and equipment in accordance with FASB ASC Topic 360-10, Property, Plant and Equipment location necessary for its intended use. For assets constructed for our own use, such as towers and buildings that are discrete projects for which costs are separately accumulated and for which construction takes considerable time, we record capitalized interest. The amount of interest capitalized is the cost that could have been avoided had the asset not been constructed and is based on the average accumulated expenditures incurred over the capitalization period at the weighted average interest rate applicable to our outstanding variable rate debt. No interest was capitalized in 2022 and 2021 based on the balance outstanding of our variable rate debt. Repair and maintenance costs are charged to expense as incurred. Improvements are capitalized if they extend the life of the asset or enhance the quality or ability of the asset to benefit operations. Depreciation is computed using the straight-line method over estimated useful lives as follows: Category Estimated Life Buildings 40 years Office furnishings and equipment 5 -10 years Antennae, towers and transmitting equipment 10 – Studio, production, and mobile equipment 5 – Computer software and website development costs 3 years Automobiles 5 years Leasehold improvements Lesser of the useful life or The carrying value of property and equipment is evaluated periodically in relation to the operating performance and anticipated future cash flows of the underlying radio stations and business units for indicators of impairment. When indicators of impairment are present, and the cash flow estimated to be generated from these assets is less than the carrying value, an adjustment to reduce the carrying value to the fair market value of the assets is recorded. See Note 6, Property and Equipment. Internally Developed Software and Website Development Costs We capitalize costs incurred during the application development stage related to the development of internal-use 350-40 Internal-Use internal-use Indefinite-Lived Intangible Assets We account for broadcast licenses and goodwill in accordance with FASB ASC Topic 350 Intangibles—Goodwill and Other Impairment testing requires an estimate of the fair value of our indefinite-lived intangible assets. We believe that these estimates of fair value are critical accounting estimates as the value is significant in relation to our total assets and the estimates incorporate variables and assumptions based on our experiences and judgment about our future operating performance. Fair value measurements use significant unobservable inputs that reflect our own assumptions about the estimates that market participants would use in measuring fair value, including assumptions about risk. If actual future results are less favorable than the assumptions and estimates used in our estimates, we are subject to future Impairment charges, the amount of which may be material. The unobservable inputs are defined in FASB ASC Topic 820 Fair Value Measurements and Disclosures as Level 3 inputs discussed in detail in Note 12, Fair Value Measurements and Disclosures. We perform our annual impairment testing during the fourth quarter of each year as discussed in Note 8, Broadcast Licenses and Amortizable Intangible Assets Intangible assets are recorded at cost less accumulated amortization. Typically, intangible assets are acquired in conjunction with the acquisition of broadcast entities, digital media entities and publishing entities. These intangibles are amortized using the straight-line method over the following estimated useful lives: Category Estimated Life Customer lists and contracts Lesser of 5 years or the Domain and brand names 5 -7 Favorable and assigned leases Lease Term Subscriber base and lists 3 – Author relationships 1 – Non-compete Life of the contract The carrying value of our amortizable intangible assets are evaluated periodically in relation to the operating performance and anticipated future cash flows of the underlying radio stations and businesses for indicators of impairment. In accordance with FASB ASC Topic 360 Property, Plant and Equipment , when indicators of impairment are present and the undiscounted cash flows estimated to be generated from these assets are less than the carrying amounts of these assets, an adjustment to reduce the carrying value to the fair market value of these assets is recorded, if necessary. No adjustments to the carrying amounts of our amortizable intangible assets were necessary during the year ended December 31, 2022. Deferred Financing Costs Deferred financing costs incurred in conjunction with debt obligations are amortized to non-cash interest expense over the term of the agreement using the effective interest method. Deferred financing costs related to the 6.75% Senior Secured Notes (“2024 Notes”) and the 7.125% Senior Secured Notes due 2028 (“2028 Notes”) recorded as a reduction of “Long-term debt – less current portion” in the Consolidated Balance Sheets. Deferred financing costs related to the Asset Based Loan Facility (“ABL Facility”) and the Delayed Draw 2028 Notes are reflected in long term assets net of accumulated amortization. See Note 11, Long-Term Debt. Income Tax Valuation Allowances (Deferred Taxes) We account for income taxes in accordance with FASB ASC Topic 740 Income Taxes . In preparing our consolidated financial statements, we estimate our income tax liability in each of the jurisdictions in which we operate by estimating our actual current tax exposure and assessing temporary differences resulting from differing treatment of items for tax and financial statement purposes. We calculate our current and deferred tax provisions based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent year. Adjustments based on filed returns are generally recorded in the period when the tax returns are filed, and the tax implications are known. Tax law and rate changes are reflected in the income tax provision in the period in which such changes are enacted. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable planning strategies in assessing the need for a valuation allowance. In the event we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to earnings in the period in which we make such a determination. Likewise, if we later determine that it is more likely than not that the net deferred tax assets would be realized, we would reverse the applicable portion of the previously provided valuation allowance. For financial reporting purposes, we recorded a valuation allowance of $40.0 million as of December 31, 2022, to offset $40.0 million of the deferred tax assets related to federal and state net operating loss carryforwards of $20.0 million and $15.7 million respectively, along with $4.3 million of other financial statement accruals for a total valuation allowance of $40.0 million. This balance represents an increase of $0.9 million during the year, from $39.1 million valuation allowance as of December 31, 2021. We believe that our estimates and assumptions are reasonable and that our reserves are accurately reflected. Income Taxes and Uncertain Tax Positions We are subject to audit and review by various taxing jurisdictions. We may recognize liabilities on our financial statements for positions taken on uncertain tax positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others may be subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. Such positions are deemed to be unrecognized tax benefits and a corresponding liability is established on the balance sheet. It is inherently difficult and subjective to estimate such amounts, as this requires us to make estimates based on the various possible outcomes. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, we believe it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. We review and reevaluate uncertain tax positions on a quarterly basis. Changes in assumptions may result in the recognition of a tax benefit or an additional charge to the tax provision. During the year ended December 31, 2022, we recognized liabilities associated with uncertain tax positions around our subsidiary Salem Communications Holding Company’s Pennsylvania tax filing. The position taken on the tax returns follows Pennsylvania Notice 2016-01 through 2020. Effective Tax Rate Our provision for income tax as a percentage of operating income before taxes, or our effective tax rate, may be impacted by: (1) changes in the level of income in any of our taxing jurisdictions; (2) changes in statutes and rules applicable to taxable income in the jurisdictions in which we operate; (3) changes in the expected outcome of income tax audits; (4) changes in the estimate of expenses that are not deductible for tax purposes; (5) income taxes in certain states where the states’ current taxable income is dependent on factors other than consolidated net income; (6) the addition of operations in states that on average have different income tax rates from states in which we currently operate; and (7) the effect of previously reported temporary differences between the and financial reporting bases of assets and liabilities. Our annual effective tax rate may also be materially impacted by tax expense associated with non-amortizable Business Acquisitions We account for business acquisitions in accordance with the acquisition method of accounting as specified in FASB ASC Topic 805 Business Combinations earn-out Acquisitions may include contingent consideration, the fair value of which is estimated as of the acquisition date as the present value of the contingent payments expected to be made using a weighted probability of possible payments. The unobservable inputs used in the determination of the fair value of the contingent earn-out consideration include our own assumptions about the likelihood of payment based on the established benchmarks and discount rates based on our internal rate of return analysis. The fair value measurement is based on significant inputs that are not observable in the market and thus represent a Level 3 measurement as defined in Note 12, Fair Value Measurements and Disclosures. We may retain a third-party appraiser to estimate the fair value of the acquired net assets as of the acquisition date. As part of the valuation and appraisal process, the third-party appraiser prepares a report assigning estimated fair values to the various assets acquired. These fair value estimates are subjective in nature and require careful consideration and judgment. Management reviews the third-party reports for reasonableness of the assigned values. We believe that these valuations and analysis provide appropriate estimates of the fair value for the net assets acquired as of the acquisition date. The initial valuations for business acquisitions are subject to refinement during the measurement period, which may be up to one year from the acquisition date. During this measurement period, we may retroactively record adjustments to the net assets acquired based on additional information obtained for items that existed as of the acquisition date. Upon the conclusion of the measurement period, any adjustments are reflected in our Consolidated Statements of Operations. To date, we have not recorded adjustments to the estimated fair values used in our business acquisition consideration during or after the measurement period. Costs associated with business acquisitions, such as consulting and legal fees, are expensed as incurred. We incurred acquisition related costs of $ million and million in each of the years ended December 31, 2022, and 2021. Property and equipment are recorded at the estimated fair value and depreciated on a straight-line basis over their estimated useful lives. Finite-lived intangible assets are recorded at their estimated fair value and amortized on a straight-line basis over their estimated useful lives. Goodwill, which represents the organizational systems and procedures in place to ensure the effective operation of the entity, may Transactions that do not meet the definition of a business are recorded as asset purchases. Asset purchases are recognized based on their cost to acquire, including transaction costs. The cost to acquire an asset group is allocated to the individual assets acquired based on their relative fair value with no goodwill recognized. A majority of our radio station acquisitions have consisted primarily of the FCC licenses to broadcast in a particular market with a substantial portion of the purchase price allocated to the broadcast license. We often do not acquire the existing format, or we change the format upon acquisition. As a result, we account for the majority of our radio station acquisitions as asset purchases. Partial Self-Insurance on Employee Health Plan We provide health insurance benefits to eligible employees under a self-insured plan whereby we pay actual medical claims subject to certain stop loss limits. We record self-insurance liabilities based on actual claims filed and an estimate of those claims incurred but not reported. Our estimates are based on historical data and probabilities. Any projection of losses concerning our liability is subject to a high degree of variability. Among the causes of this variability are unpredictable external factors such as future inflation rates, changes in severity, benefit level changes, medical costs, and claim settlement patterns. Should the actual amount of claims increase or decrease beyond what was anticipated, we may adjust our future reserves. We have not modified our estimate methodology and we have not historically recognized significant losses from changes in our estimates. The following table presents the changes in our partial self-insurance reserves: Year Ended December 31, 2021 2022 (Dollars in thousands) Balance, beginning of period $ 543 $ 517 Self-funded costs 7,783 8,957 Claims paid (7,809 ) (8,626 ) Ending period balance $ 517 $ 848 Fair Value Measurements and Disclosures As of December 31, 2022, the carrying value of cash and cash equivalents, accounts receivables, accounts payable, accrued expenses and accrued interest approximates fair value due to the short-term nature of such instruments. The carrying value of the ABL Facility approximates fair value as the related interest rates approximate rates currently available to the company. The carrying amount of our long-term debt at December 31, 2022, was $153.8 million, compared to the estimated fair value of $141.2 million based on prevailing interest rates and trading activity for our long-term debt. See Note 12, Fair Value Measurements and Disclosures. Long-term Debt and Debt Covenant Compliance Our classification of outstanding borrowings on our 2024 Notes and 2028 Notes as long-term debt on our balance sheet is based on our assessment that, under the indentures and after considering our projected operating results and cash flows for the coming year, no principal payments are required to be made within the next twelve months. We may redeem the 2024 Notes and 2028 Notes, in whole or in part, at the redemption prices (expressed as percentages of the principal amount to be redeemed) set forth in the 2024 Notes and 2028 Notes, plus accrued and unpaid interest, if any, up to, but not including, the redemption date. See Note 11, Long-Term Debt. Reserves for Royalty Advances Royalties are paid in advance to book authors and capitalized as prepaid assets. Royalties are expensed as the related book revenue is earned or when we determine that future recovery of the royalty is not likely. We review historical data associated with royalty advances, earnings and recoverability based on actual results of Regnery ® royalty advances to estimate the likelihood of recovery. A provision was established to expense the balance of any unearned advance which we believe is not recoverable. Our analysis also considers other discrete factors, such as death of an author, any decision to not pursue publication of a title, poor market demand, and other relevant factors. We have not modified our estimate methodology and we have not historically recognized significant losses from changes in our estimates. We believe that our estimates and assumptions are reasonable and that our reserves are accurately reflected. Contingency Reserves In the ordinary course of business, we are involved in various legal proceedings, lawsuits, arbitrations, and other claims which are complex in nature and have outcomes that are difficult to predict. Consequently, we are unable to ascertain the ultimate aggregate amount of monetary liability or the financial impact with respect to these matters. We record contingency reserves to the extent we conclude that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. The establishment of the reserve is based on a review of all relevant factors, the advice of legal counsel, and the subjective judgment of management. The reserves we have recorded to date have not been material to our consolidated financial position, results of operations, or cash flows. We believe that our estimates and assumptions are reasonable and that our reserves are accurately reflected. While we believe that the final resolution of any known matters, individually and in the aggregate, will not have a material adverse effect upon our consolidated financial position, results of operations, or cash flows, it is possible that we could incur additional losses. We maintain insurance that may provide coverage for such matters. Future claims against us, whether meritorious or not, could have a material adverse effect upon our consolidated financial position, results of operations or cash flows, including losses due to costly litigation and losses due to matters that require significant amounts of management time that can result in the diversion of significant operational resources. See Note 14, Commitments and Contingencies. Revenue Recognition We recognize revenue in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers. Significant management judgments and estimates must be made in connection with determining the amount of revenue to be recognized in any accounting period. We must assess the promises within each sales contract to determine if they are distinct performance obligations. Once the performance obligation(s) are determined, the transaction price is allocated to the performance obligation(s) based on a relative standalone selling price basis. If a sales 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 standalone selling price. If the stand-alone selling price is not determinable, an estimate is used. We make significant estimates related to variable consideration at the point of sale, including estimates for refunds and product returns. Stock-Based Compensation We account for stock-based compensation under the provisions of FASB ASC Topic 718, Compensation—Stock Compensation expected term of the options granted. The exercise price for options is equal to the closing market price of Salem Media Group common stock as of the date of the grant. We use the straight-line attribution method to recognize share-based compensation costs over the expected service period of the award. Upon exercise, cancellation, forfeiture, or expiration of stock options, or upon vesting or forfeiture of restricted stock awards, deferred tax assets for options and restricted stock awards with multiple vesting dates are eliminated for each vesting period on a first-in, first-out Advertising and Promotional Cost Costs of media advertising and associated production costs are expensed as incurred and amounted to approximately $11.0 million and $10.6 million for each of the years ended December 31, 2022, and 2021, respectively. Leases We account for leases under the provisions of FASB ASC Topic 842, Leases Accounting Policy Elections under FASB ASC Topic 842 Leases Lease Term The lease term can materially impact the value of the Right-of-Use Lease Payments Lease payments consist of the following payments (as applicable) related to the use of the underlying asset during the lease term: • Fixed payments, including in substance fixed payments, less any lease incentives paid or payable to the lessee. • Variable lease payments that depend on an index or a rate, such as the Consumer Price Index or a market interest rate. • The exercise price of an option to purchase the underlying asset if the lessee is reasonably certain to exercise that option. • Payments for penalties for terminating the lease if the lease term reflects the lessee exercising an option to terminate the lease. • Fees paid by the lessee to the owners of a special-purpose entity for structuring the transaction. • For a lessee only, amounts probable of being owed by the lessee under residual value guarantees. Short-Term Lease Exemption We exclude short-term leases, or leases with a term of twelve months or less that do not contain a purchase option that we are reasonably certain to exercise, from our ROU asset and lease liability calculations. We consider the applicability of the short-term exception on month-to-month month-to-month one-month We believe that these month-to-month month-to-month Service Agreements with an Embedded Lease Component We exclude certain service agreements that contain embedded leases for equipment based on the immaterial impact of these agreements. Our analysis includes cable and satellite television service agreements for which our monthly payment may include equipment rentals, coffee and water service at certain facilities that may include equipment rentals (we often meet minimum requirements and just pay for product used), security services that include a monthly fee for cameras or equipment, and other similar arrangements. Based on the insignificant amount of the monthly lease costs, we exclude these agreements from our ROU asset and liability calculations due to the immaterial impact to our financial statements. Incremental Borrowing Rate The ROU asset and related lease liabilities recorded under FASB ASC Topic 842 are calculated based on the present value of the lease payments using (1) the rate implicit in the lease or (2) the lessee’s IBR, defined as the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. As most leases do not provide an implicit rate, we estimate the IBR applicable to Salem using significant judgement and estimates, including the estimated value of the underlying leased asset, and the (a) credit history of Salem Media Group, (b) the credit worthiness of Salem Media Group, (c) the class of the underlying asset and the remaining term of the arrangement, and (d) the debt incurred under the lease liability as compared to amounts that would be borrowed. We developed a matrix to estimate the IBR for each lease class. We review the IBR estimates on a quarterly basis and update as necessary. Our analysis requires the use of significant judgement and estimates, including the estimated value of the underlying leased asset. We have not modified our estimate methodology and we have not recognized significant changes in our estimates. Portfolio Approach We apply a portfolio approach by applying a single IBR to leases with reasonably similar characteristics, including the remaining lease term, the underlying assets, and the economic environment. We believe that applying the portfolio approach is acceptable because the results do not materially differ from the application of the leases model to the individual leases in that portfolio. Sales Taxes and Other Similar Taxes We do not evaluate whether sales taxes or other similar taxes imposed by a governmental authority on a specific lease revenue-producing transaction that are collected by the lessor from the lessee are the primary obligation of the lessor as owner of the underlying leased asset. A lessor that makes this election will exclude these taxes from the measurement of lease revenue and the associated expense. Taxes assessed on a lessor’s total gross receipts or on the lessor as owner of the underlying asset (e.g., property taxes) are excluded from the scope of the policy election. A lessor must apply the election to all taxes in the scope of the policy election and would provide certain disclosures. Separating Consideration between Lease and Non-Lease We include the lease and non-lease non-lease Contracts that include lease and non-lease non-lease Accounting for a lease component of a contract and its associated non-lease Leasehold Improvements We may construct or otherwise invest in leasehold improvements to properties. The costs of these leasehold improvements are capitalized and depreciated over the shorter of the estimated useful life of the improvement or the lease term including anticipated renewal periods. (Gain) Loss on the Disposition of Assets We record gains or losses on the disposition of assets equal to the proceeds, if any, as compared to the net book value. Exchange transactions are accounted for in accordance with FASB ASC Topic 845 Non-Monetary Discontinued Operations We regularly review underperforming assets to determine if a sale or disposal might be a better way to monetize the assets. When a station, group of stations, or other asset group is considered for sale or disposal, we review the transaction to determine if or when the entity qualifies as a discontinued operation in accordance with the criteria of FASB ASC Topic 205-20 Discontinued Operations Basic and Diluted Net Earnings Per Share Basic net earnings per share have been computed using the weighted average number of Class A and Class B shares of common stock outstanding during the period. Diluted net earnings per share is computed using the weighted average number of shares of Class A and Class B common stock outstanding during the period plus the dilutive effects of stock options. Options to purchase 1,706,340 and 1,925,417 shares of Class A common stock were outstanding at December 31, 2022, and 2021. Diluted weighted average shares outstanding exclude outstanding stock options whose exercise price is in excess of the average price of the company’s stock price. These options are excluded from the respective computations of diluted net income or loss per share because their effect would be anti-dilutive. The following table sets forth the shares used to compute basic and diluted net earnings per share for the periods indicated: Year Ended December 31, 2021 2022 Weighted average shares 26,892,540 27,206,434 Effect of dilutive securities–- stock options 404,078 — Weighted average shares adjusted for dilutive securities 27,296,618 27,206,434 Segments We have three operating segments: (1) Broadcast, (2) Digital Media, and (3) Publishing, which also qualify as reportable segments. Our operating segments reflect how our chief operating decision makers, which we define as a collective group of senior executives, assesses the performance of each operating segment, and determines the appropriate allocations of resources to each segment. We continually review our operating segment classifications to align with operational changes in our business and may make changes as necessary. We measure and evaluate our operating segments based on operating income and operating expenses that do not include allocations of costs related to corporate functions, such as accounting and finance, human resources, legal, tax and treasury, which are reported as unallocated corporate expenses in our consolidated statements of operations included in this annual report. We also exclude costs such as amortization, depreciation, taxes, and interest expense. Variable Interest Entities We may enter into agreements or investments with other entities that could qualify as Variable Interest Entities (“VIEs”) in accordance with FASB ASC Topic 810 Consolidation. re-evaluate We may enter into lease arrangements with entities controlled by our principal stockholders or other related parties. We believe that the requirements of FASB ASC 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 December 31, 2022, we did not have implicit or explicit arrangements that required consolidation under the guidance in FASB ASC Topi |
Recent Transactions
Recent Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Text Block [Abstract] | |
Recent Transactions | NOTE 3. RECENT TRANSACTIONS During the year ended December 31, 2022, we completed or entered into the following transactions: In September 2022, we entered into a settlement agreement in connection with a lawsuit. While we denied the allegations made in the lawsuit, we believed that settling the matter was preferable to protracted and costly litigation. We previously estimated that we would resolve the matter for $0.5 million, and that amount was accrued at December 31, 2020. During mediation held in September 2022, the parties reached a settlement whereby we agreed to $5.3 million in exchange for a release by the p amount We invested in OPA, an entity formed for the purpose of developing, producing, and distributing a documentary motion picture. The documentary motion picture, 2000 Mules Debt Transactions We completed repurchases of our 2024 Notes as follows: Date Principal Cash Paid % of Face Bond Issue Net Gain (Dollars in thousands) December 19, 2022 $ 4,650 $ 4,557 98.00 % $ 57 $ 36 December 14, 2022 1,000 965 96.50 % 5 30 June 13, 2022 5,000 4,947 98.95 % 35 18 June 10, 2022 3,000 2,970 99.00 % 21 9 June 7, 2022 2,464 2,446 99.25 % 17 1 May 17, 2022 2,525 2,500 99.00 % 18 7 January 12, 2022 2,500 2,531 101.26 % 22 (53 ) Acquisitions On December 30, 2022, we acquired the book inventory and publishing rights of ISI Publishing for $0.4 million of cash. On December 2, 2022, we acquired radio station KKOL-AM On October 1, 2022, we acquired websites and the related assets of DayTradeSPY, a financial publication, for $ million in cash. As part of the purchase agreement, we may pay up to an additional $ million of cash in contingent earn-out consideration within of the closing date based on the achievement of certain revenue benchmarks. On May 2, 2022, we acquired websites and the related assets of Retirement Media for $0.2 million in cash. We recorded goodwill of approximately $2,400 associated with the expected synergies to be realized upon combining the operations into our digital media platform within Eagle Financial Publications. The accompanying Consolidated Statement of Operations reflects the operating results of this entity as of the closing date within our digital media segment. On May 1, 2022, we began operating radio station WYDB-FM On February 15, 2022, we acquired radio station WLCC-AM WTBN-AM WTBN-AM A summary of our business acquisitions and asset purchased during the year ended December 31, 2022, none of which were individually or in the aggregate material to our consolidated financial position as of the respective date of acquisition is as follows: Acquisition Date Description Total Consideration (Dollars in December 30, 2022 ISI Publishing (asset acquisition) $425 December 2, 2022 KKOL-AM 508 October 1, 2022 DayTradeSPY (business acquisition) 881 May 2, 2022 Retirement Media (business acquisition) 190 February 15, 2022 WLCC-AM 609 $2,613 The total purchase price consideration for our business acquisitions and asset purchases during the year ending December 31, 2022, is as follows: Description Total Consideration (Dollars in thousands) Cash payments made upon closing $ 2,172 Escrow deposits paid in prior years 160 Fair value of contingent earn-out 281 Total purchase price consideration $ 2,613 The allocations presented in the table below are based upon estimates of the fair values using valuation techniques including income, cost and market approaches. The following preliminary purchase price allocations are based upon the valuation of assets and these estimates and assumptions are subject to change as we obtain additional information during the measurement period, which may be up to one year from the acquisition date . Differences between the preliminary and final valuation could be substantially different from the initial estimate. Net Broadcast Net Digital Media Net Publishing Total (Dollars in thousands) Assets Inventory $ — $ — $ 126 $ 126 Property and equipment 603 166 — 769 Broadcast licenses 514 — — 514 Goodwill — 226 — 226 Customer lists and contracts — 565 — 565 Domain and brand names — 103 — 103 Author relationships — — 299 299 Non-Compete — 11 — 11 $ 1,117 $ 1,071 $ 425 $ 2,613 Divestitures On June 27, 2022, we sold 9.3 acres of land in the Denver, Colorado pre-tax KRKS-AM KBJD-AM KRKS-AM KBJD-AM On May 25, 2022, we sold radio stations WFIA-AM, WFIA-FM WGTK-AM pre-tax On January 10, 2022, we closed on the sale of 4.5 acres of land in Phoenix, Arizona for $2.0 million in cash. The land was being used as the transmitter site for radio station KXXT-AM pre-tax 90 KXXT-AM. KXXT-AM Pending Transactions On December 20, 2022, we entered an Asset Purchase Agreement (“APA”) to acquire the George Gilder Report and other digital newsletters and related website assets. We assumed the deferred subscription liabilities paying no cash at the time of closing on February 1, 2023. The purchase price is 25% of net revenue generated from sales of most Eagle Financial products during the next year to people who are on George Gilder subscriber lists that are not already on Eagle Financial lists. On September 29, 2022, we entered into an APA to acquire radio station WMYM-AM million of cash into an escrow account and began operating the radio station under a TBA beginning on November 16, 2022. The APA was amended for Salem to acquire only the radio station and translator for $ million, a related party to acquire the land directly from the seller for $1.8 million, and Salem to have an option to purchase the land from the related party pursuant to an option to purchase real estate agreement. The acquisition closed on January 6, 2023. Salem’s executive officers, who have no relationship with the related party, began negotiations for the related party lease agreements and option agreements, subject to final approval by Salem’s Audit Committee pursuant to its related party transaction policy. The option to purchase real estate agreement was approved by Salem’s Audit Committee on March 1, 2023. On September 22, 2022, we entered into an APA to acquire radio stations WWFE-AM, WRHC-AM million. The APA was amended for Salem to acquire only the radio stations and translators for $ million, a related party to acquire the land directly from the seller for $ million, and Salem to have an option to purchase the land from the related party pursuant to an option to purchase real estate agreement. The acquisition closed on January 10, 2023. Salem’s executive officers, who have no relationship with the related party, began negotiations for the related party lease agreements and option agreements, subject to final approval by Salem’s Audit Committee pursuant to its related party transaction policy. The option to purchase real estate agreement was approved by Salem’s Audit Committee on March 1, 2023. In June 2022 we entered into agreements to sell radio stations KLFE-AM KNTS-AM $ million subject to approval of the Federal Communications Commission (“FCC.”) Radio station KLFE-AM is being programmed under a 1, 2022. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | NOTE 4. REVENUE RECOGNITION We recognize revenue in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers. The following table presents our revenues disaggregated by revenue source for each of our operating segments: Year Ended December 31, 2022 Broadcast Digital Media Publishing Consolidated (Dollars in thousands) By Source of Revenue: Block Programming – National $ 53,535 $ — $ — $ 53,535 Block Programming – Local 24,873 — — 24,873 Broadcast Programming Revenue 78,408 — — 78,408 Spot Advertising – National 15,359 — — 15,359 Spot Advertising – Local 42,964 — — 42,964 Network Advertising 21,593 — — 21,593 Broadcast Advertising Revenue 79,916 — — 79,916 Infomercials 735 — — 735 Other Revenue 9,125 — — 9,125 Other Broadcast Revenue 9,860 — — 9,860 Digital Advertising 28,967 17,959 — 46,926 Digital Streaming 5,246 3,591 — 8,837 Digital Downloads 628 7,290 — 7,918 Digital Subscriptions 952 12,654 — 13,606 Other Digital Revenue 1,338 167 — 1,505 Digital Revenue 37,131 41,661 — 78,792 Book Sales — — 14,938 14,938 Estimated Sales Returns & Allowances — — (3,988 ) (3,988 ) Net Book Sales — — 10,950 10,950 E-Book — — 1,358 1,358 Self-Publishing Fees — — 6,717 6,717 Other Publishing Revenue — — 965 965 Publishing Revenue — — 19,990 19,990 $ 205,315 $ 41,661 $ 19,990 $ 266,966 Timing of Revenue Recognition Point in Time $ 203,062 $ 41,661 $ 19,990 $ 264,713 Rental Income (1) 2,253 — — 2,253 $ 205,315 $ 41,661 $ 19,990 $ 266,966 Year Ended December 31, 2021 Broadcast Digital Media Publishing Consolidated (Dollars in thousands) By Source of Revenue: Block Programming – National $ 48,705 $ — $ — $ 48,705 B lock Programming – 24,759 — — 24,759 Broadcast Programming Revenue 73,464 — — 73,464 Spot Advertising – National 14,294 — — 14,294 Spot Advertising – Local 41,672 — — 41,672 Network Advertising 19,789 — — 19,789 Broadcast Advertising Revenue 75,755 — — 75,755 Infomercials 878 — — 878 Other Revenue 9,088 — — 9,088 Other Broadcast Revenue 9,966 — — 9,966 Digital Advertising 25,453 19,648 132 45,233 Digital Streaming 4,730 3,450 — 8,180 Digital Downloads 988 6,642 — 7,630 Digital Subscriptions 1,087 12,228 — 13,315 Other Digital Revenue — 196 — 196 Digital Revenue 32,258 42,164 132 74,554 Book Sales — — 20,455 20,455 Estimated Sales Returns & Allowances — — (5,348 ) (5,348 ) Net Book Sales — — 15,107 15,107 E-Book — — 2,021 2,021 Self-Publishing Fees — — 6,081 6,081 Print Magazine Subscriptions — — 262 262 Other Publishing Revenue — — 1,037 1,037 Publishing Revenue — — 24,508 24,508 $ 191,443 $ 42,164 $ 24,640 $ 258,247 Timing of Revenue Recognition Point in Time $ 188,998 $ 42,164 $ 24,640 $ 255,802 Rental Income (1) 2,445 — — 2,445 $ 191,443 $ 42,164 $ 24,640 $ 258,247 (1) Rental income is not applicable to FASB ASC Topic 606, but shown for the purpose of identifying each revenue source presented in total revenue on our Consolidated Financial Statements within this annual report. A summary of each of our revenue streams is as follows: Block Programming . 1 2 50-minutes categories, National, Local, and Infomercial revenue. Our stations are classified by format, including Christian Teaching and Talk, News Talk, and Contemporary Christian Music. National and local programming content is complementary to our station format while infomercials are closely associated with long-form advertisements. Block Programming revenue may include variable consideration for charities and programmers that purchase blocks of airtime to generate donations and contributions from our audience. Block programming 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. Programming 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. Spot Advertising Network Revenue . Digital Advertising. Broadcast digital advertising revenue consists of local digital advertising, such as the sale of banner advertisements on our owned and operated websites, the sale of advertisements on our owned and operated mobile applications, and advertisements in digital newsletters that we produce, as well as national digital advertising, or the sale of custom digital advertising solutions, such as web pages and social media campaigns that we offer to our customers. Advertising revenue is recorded on a gross basis unless an agency represents the advertiser, in which case, revenue is reported net of the commission retained by the agency. Salem Surround, our national multimedia advertising agency, offers a comprehensive suite of digital marketing services to develop and execute audience-based marketing strategies for clients on both the national and local level. Salem Surround specializes in digital marketing services for each of our radio stations and websites and provides a full-service multimedia marketing strategy for each of our clients. In our role as a multimedia advertising 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. 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 a 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 our 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 Each of our radio stations, our digital media entities and certain publishing entities have custom websites and mobile applications that generate streaming revenue. Digital streaming revenue is recognized at the time that the content is delivered, or when the number of impressions delivered meets the previously agreed-upon performance criteria. Delivery of the content represents the point in time that control is transferred to the customer thereby completing our performance obligation. Streaming revenue is reported on a gross basis unless an agency represents the customer, in which case, revenue is reported net of the commission retained by the agency. Digital Downloads and e-books e-books. Subscriptions on-air 30-day pro-rata Book Sales 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. Other Revenue . on-air 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. 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 FASB 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. Contract Assets Contract Assets – Costs to Obtain a Contract: Contract Liabilities Contract liabilities consist of customer advance payments and billings in excess of revenue recognized. We may receive payments from our customers in advance of completing our performance obligations. Additionally, new customers, existing customers without approved credit terms and authors purchasing specific self-publishing services, are required to make payments in advance of the delivery of the products or performance of the services. We record contract liabilities equal to the amount of payments received in excess of revenue recognized, including payments that are refundable if the customer cancels the contract according to the contract terms. Contract liabilities were historically recorded under the caption “deferred revenue” and are reported as current liabilities on our consolidated financial statements when the time to fulfill the performance obligations under terms of our contracts is less than one year. Long-term contract liabilities represent the amount of payments received in excess of revenue earned, including those that are refundable, when the time to fulfill the performance obligation is greater than one year. Our long-term liabilities consist of subscriptions with a term of two years 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, 2022 $ 12,294 $ 2,222 Revenue recognized during the period that was included in the beginning (9,475 ) — Additional amounts recognized during the period 24,563 730 Revenue recognized during the period that was recorded during the period (16,547 ) — Transfers 1,066 (1,066 ) Balance, end of period December 31, 2022 $ 11,901 $ 1,886 Amount refundable at beginning of period $ 12,282 $ 2,222 Amount refundable at end of period $ 11,901 $ 1,886 We expect to satisfy these performance obligations as Amount For the Year Ended December 31, (Dollars in thousands) 2023 $ 11,901 2024 1,203 2025 405 2026 122 2027 156 Thereafter — $13,787 Significant Financing Component The length of our typical sales agreement is less than 12 months; however, we may sell subscriptions with a two-year Our self-publishing contracts may exceed a one-year Variable Consideration We make significant estimates related to variable consideration at the point of sale, including estimates for refunds and product returns. Under FASB 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 on the charity or programmer. If the campaign does not generate a pre-determined Based on the constraints for using estimates of variable consideration within FASB 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 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 advertising campaign in favor of customers who purchase the advertising campaign for cash. The value of these non-cash Trade and barter revenue and expenses were as follows: Year Ended December 31, 2021 2022 Net broadcast barter revenue $ 2,567 $ 3,031 Net broadcast barter expense $ 2,638 $ 2,839 Net publishing barter expense (5 ) — |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 5. INVENTORIES Inventories consist of finished books from Regnery ® |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 6. PROPERTY AND EQUIPMENT We account for property and equipment in accordance with FASB ASC Topic 360-10, Property, Plant and Equipment The following is a summary of the categories of our property and equipment: As of December 31, 2021 2022 (Dollars in thousands) Buildings $ 28,593 $ 28,523 Office furnishings and equipment 36,598 37,162 Antennae, towers and transmitting equipment 77,813 76,950 Studio, production, and mobile equipment 29,498 30,267 Computer software and website development costs 38,271 42,304 Automobiles 1,515 1,633 Leasehold improvements 18,104 19,131 $ 230,392 $ 235,970 As of December 31, 2021 2022 (Dollars in thousands) Less accumulated depreciation $ (186,053 ) $ (191,638 ) 44,339 $ 44,332 Land $ 26,896 27,070 Construction-in-progress 8,104 9,894 $ 79,339 $ 81,296 Depreciation expense was approximately |
Operating and Finance Lease Rig
Operating and Finance Lease Right-of-Use Assets | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Operating and Finance Lease Right-of-Use Assets | NOTE 7. OPERATING AND FINANCE LEASE RIGHT-OF-USE Leasing Transactions Our leased assets include offices and studios, transmitter locations, antenna sites, towers, tower sites, and land. Our lease portfolio has remaining terms ranging from less than one-year twenty-six Many of these leases five We are obligated to pay taxes, insurance, and common area maintenance charges under a majority of our lease agreements. Operating leases are reflected on our balance sheet within operating lease ROU assets and the related current and non-current Due to the adverse economic impact of the COVID-19 pandemic, we negotiated with our landlords in early 2020 to obtain rent concessions to improve our short-term liquidity. In accordance with the FASB’s recent Staff Q&A regarding rent concessions related to the effects of the COVID-19 pandemic, we did not apply the lease modification guidance under FASB ASC Topic 842 to rent concessions that resulted in total payments required under the modified contract were substantially the same as or less than total payments required by the original contract. For qualifying rent abatement concessions, we recorded negative lease expense for abatement during the period of relief. At December 31, 2022, $ million of the deferred cash payments remained with $ payable in 2023 and the remainder payable in 2024. Balance Sheet Supplemental balance sheet information related to leases was a follows: December 31, 2022 (Dollars in thousands) Operating Leases Related Party Other Total Operating leases ROU assets $ 6,486 $ 37,185 $ 43,671 Operating lease liabilities (current) $ 702 $ 7,603 $ 8,305 Operating lease liabilities (non-current) 5,908 36,498 42,406 Total operating lease liabilities $ 6,610 $ 44,101 $ 50,711 Weighted Average Remaining Lease Term Operating leases 7.6 years Finance leases 2.5 years Weighted Average Discount Rate Operating leases 8.34% Finance leases 6.55% Lease Expense The components of lease expense were as follows: Twelve Months Ended December 31, 2022 (Dollars in thousands) Amortization of finance lease ROU Assets $ 60 Interest on finance lease liabilities 7 Finance lease expense 67 Operating lease expense 12,978 Variable lease expense 1,335 Short-term lease expense 559 Total lease expense $ 14,939 Supplemental Cash Flow Supplemental cash flow information related to leases was as follows: Twelve Months Ended (Dollars in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 13,161 Operating cash flows from finance leases 4 Financing cash flows from finance leases 63 Leased assets obtained in exchange for new operating lease $ 9,675 Leased assets obtained in exchange for new finance lease liabilities 20 Maturities Future minimum lease payments under leases that had initial or remaining non-cancelable Operating Leases Related Party Other Total Finance Total (Dollars in thousands) 2023 $ 1,392 $ 11,910 $ 13,302 $ 45 $ 13,347 2024 1,314 10,415 11,729 25 11,754 2025 1,341 9,108 10,449 13 10,462 2026 1,249 7,209 8,458 5 8,463 2027 862 4,338 5,200 1 5,201 Thereafter 3,770 20,159 23,929 — 23,929 Undiscounted Cash Flows $ 9,928 $ 63,139 $ 73,067 $ 89 $ 73,156 Less: imputed interest (3,318 ) (19,038 ) (22,356 ) (7 ) (22,363 ) Total $ 6,610 $ 44,101 $ 50,711 $ 82 $ 50,793 Reconciliation to lease liabilities: Lease liabilities – current $ 702 $ 7,603 $ 8,305 $ 43 $ 8,348 Lease liabilities – long-term 5,908 36,498 42,406 39 42,445 Total Lease Liabilities $ 6,610 $ 44,101 $ 50,711 $ 82 $ 50,793 Impairment of ROU Assets ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in FASB ASC Topic 360, Property, Plant, and Equipment ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. After a careful analysis of the guidance, we concluded that the appropriate unit of accounting for testing ROU assets for impairment is the broadcast market cluster level for radio station operations and the entity or division level for digital media entities, publishing entities and networks. Corporate ROU assets are tested on a consolidated level with consideration given to all cash flows of the company as corporate functions do not generate cash flows and are funded by revenue-producing activities at lower levels of the entity. FASB ASC Topic 360 requires three steps to identify, recognize and measure the impairment of a long-lived asset (asset group) to be held and used: Step 1 – Consider whether Indicators of Impairment are Present The following are examples of impairment indicators: • A significant decrease in the market price of a long-lived asset (asset group) • A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition. • A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator. • An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group). • A current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group). • A current expectation that, more likely than not, a long-lived asset (asset group) will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50 percent. Other indicators should be considered if we believe that the carrying amount of an asset (asset group) may not be recoverable. Step 2–- Test for Recoverability If indicators of impairment are present, we are required to perform a recoverability test comparing the sum of the estimated undiscounted cash flows attributable to the long-lived asset or asset group in question to the carrying amount of the long-lived asset or asset group. FASB ASC Topic 360 does not specifically address how operating lease liabilities and future cash outflows for lease payments should be considered in the recoverability test. Under FASB ASC Topic 360, financial liabilities, or long-term debt, generally are excluded from an asset group while operating liabilities, such as accounts payable, generally are included. FASB ASC Topic 842 characterizes operating lease liabilities as operating liabilities. Because operating lease liabilities may be viewed as having attributes of finance liabilities as well as operating liabilities, it is generally acceptable for a lessee to either include or exclude operating lease liabilities from an asset group when testing whether the carrying amount of an asset group is recoverable provided the approach is applied consistently for all operating leases and when performing Steps 2 and 3 of the impairment models in FASB ASC Topic 360. In cases where we have received lease incentives, including operating lease liabilities in an asset group may result in the long-lived asset or asset group having a zero or negative carrying amount because the incentives reduce our ROU assets. We elected to exclude operating lease liabilities from the carrying amount of the asset group such that we test ROU assets for operating leases in the same manner that we test ROU assets for financing leases. Undiscounted Future Cash Flows The undiscounted future cash flows in Step 2 are based on our own assumptions rather than a market participant. If an election is made to exclude operating lease liabilities from the asset or asset group, all future cash lease payments for the lease should also be excluded. The standard requires lessees to exclude certain variable lease payments from lease payments and, therefore, from the measurement of a lessee’s lease liabilities. Because these variable payments do not reduce the lease liability, we include the variable payments we expect to make in our estimate of the undiscounted cash flows in the recoverability test (Step 2) using a probability-weighted approach. Step 3–- Measurement of an Impairment Loss If the undiscounted cash flows used in the recoverability test are less than the carrying amount of the long-lived asset (asset group), we are required to estimate the fair value of the long-lived asset or asset group and recognize an impairment loss when the carrying amount of the long-lived asset or asset group exceeds the estimated fair value. We elected to exclude operating lease liabilities from the estimated fair value, consistent with the recoverability test. Any impairment loss for an asset group must reduce only the carrying amounts of a long-lived asset or assets of the group, including the ROU assets. The loss must be allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset of the group must not reduce the carrying amount of that asset below its fair value whenever the fair value is determinable without undue cost and effort. FASB ASC Topic 360 prohibits the subsequent reversal of an impairment loss for an asset held and used. Fair Value Considerations When determining the fair value of a ROU asset, we must estimate what market participants would pay to lease the asset or what a market participant would pay up front in one payment for the ROU asset, assuming no additional lease payments would be due. The ROU asset must be valued assuming its highest and best use, in its current form, even if that use differs from the current or intended use. If no market exists for an asset in its current form, but there is a market for a transformed asset, the costs to transform the asset are considered in the fair value estimate. Refer to Note 12, Fair Value Measurements and Disclosures. There were no indications of impairment during the year ended December 31, 2022. |
Broadcast Licenses
Broadcast Licenses | 12 Months Ended |
Dec. 31, 2022 | |
Text Block [Abstract] | |
Broadcast Licenses | NOTE 8. BROADCAST LICENSES We account for broadcast licenses in accordance with FASB ASC Topic 350 Intangibles—Goodwill and Other The following table presents the changes in broadcasting licenses that include acquisitions and divestitures of radio stations and FM translators as described in Note 3 – Recent Transactions and impairments as described below. Year Ended December 31, 2021 2022 (Dollars in thousands) Balance, beginning of period before cumulative loss on impairment $ 434,209 $ 434,444 Accumulated loss on impairment (114,436 ) (114,436 ) Balance, beginning of period after cumulative loss on impairment 319,773 320,008 Acquisitions of radio station and FM Translators 235 514 Disposition of radio stations and FM translators — (2,763 ) Loss on impairment — (13,985 ) Balance, end of period after cumulative loss on impairment $ 320,008 $ 303,774 Year Ended December 31, 2021 2022 (Dollars in thousands) Balance, end of period before cumulative loss on impairment $ 434,444 $ 429,890 Accumulated loss on impairment (114,436 ) (126,116 ) Balance, end of period after cumulative loss on impairment $ 320,008 $ 303,774 Broadcast Licenses Impairment Test We perform our annual impairment testing during the fourth quarter of each year, which coincides with our budget and planning process for the upcoming year. The unit of accounting we use to test broadcast licenses is the cluster level, which we define as a group of radio stations operating in the same geographic market, sharing the same building and equipment, and managed by a single general manager. The cluster level is the lowest level for which discrete financial information and cash flows are available and the level reviewed by management to analyze operating results. During our annual testing in the fourth quarter of 2021, we determined that the estimated fair value of our broadcast licenses exceeded the carrying value and no impairment was recorded. We continued to monitor the critical accounting estimates used in our valuations and determined that interim impairment testing was appropriate during the second and third quarters of 2022. Our annual testing was completed in the fourth quarter of 2022 with updates to our interim assumptions based on the latest forecasts of economic and market conditions. The first step of our impairment testing is to perform a qualitative assessment as to whether it is more likely than not that a broadcast license is impaired. This qualitative assessment requires significant judgment when considering the events and circumstances that may affect the estimated fair value of our broadcast licenses. We review the significant assumptions and key estimates applicable to our latest estimated fair value calculations to assess if events and circumstances have occurred that could affect these assumptions and key estimates. We also review internal benchmarks and the economic performance for each market cluster to assess if it is more likely than not that impairment exists. As part of our qualitative assessment, we calculate the excess fair value, or the amount by which our latest estimated fair value exceeds the current period carrying value. Based on our analysis and review, including the financial performance of each market, we believe that a 25% excess fair value margin is a reasonable benchmark for our qualitative analysis. Markets with an excess fair value of 25% or more, which have had no significant changes in the prior valuation assumptions and key estimates, are not likely to be impaired. Markets with an excess fair value that is less than 25% are subject to further testing. The table below presents the percentage within a range by which our latest start-up Geographic Market Clusters as of December 31, 2022 ≤ 25% >26%-50% >51% to 75% > +than 76% Number of accounting units 13 2 1 1 Broadcast license carrying value (in thousands) 186,366 7,692 24,580 6,092 The second part of our qualitative assessment consists of a review of the financial operating results for each market cluster. Radio stations are often sold on the basis of a multiple of projected cash flow, or Station Operating Income (“SOI”) defined as net broadcast revenue less broadcast operating expenses, a non-GAAP measure used by numerous trade organizations and analysts. Based on published reports and analysis of market transactions, we believe industry benchmarks to be in the six to seven times cash flow range. We elected an SOI benchmark of four as a conservative indicator of fair value. Markets with an SOI multiple in excess of four are subject to further testing. Based on this qualitative review, we identified three markets subject to further testing. We included nine additional markets in our test based on the length of time elapsed from prior reviews. The table below shows the percentage within a range by which our prior year estimated fair value exceeded the carrying value of our broadcasting licenses for these twelve market clusters: Geographic Market Clusters as of December 31, 2022 ≤ 25% >26%-50% >51% to 75% > +than 76% Number of accounting units — 1 4 7 Broadcast license carrying value (in thousands) — 7,004 52,489 21,552 We engaged Bond & Pecaro, an independent third-party appraisal and valuation firm, to assist us with determining the enterprise value of 25 of our market clusters. The estimated fair value of each market cluster was determined using the Greenfield Method, a form of the income approach. The premise of the Greenfield Method is that the value of a broadcast license is equivalent to a hypothetical start-up start-up The primary assumptions used in the Greenfield Method are: 1. gross operating revenue in the station’s designated market area, 2. normalized market share, 3. normalized profit margin, 4. duration of the “ramp-up” 5. estimated start-up 6. ongoing replacement costs of fixed assets and working capital, 7. the calculations of yearly net free cash flows to invested capital; and 8. amortization of the intangible asset, or the broadcast license. The assumptions used reflect those of a hypothetical market participant and not necessarily the actual or projected results of Salem. The key estimates and assumptions used in the start-up follows: Broadcast Licenses December 31, 2021 June 30, 2022 September 30, 2022 December 31, 2022 Risk-adjusted discount rate 8.5% 9.5% 9.5% 9.5% Operating profit margin ranges 3.9% - 3.9% - 3.9% - 3.9% - Long-term revenue growth rates 0.4% - 0.4% - 0.4% - 0.7% 0.4% The risk-adjusted discount rate reflects the Weighted Average Cost of Capital (“WACC”) developed based on data from same or similar industry participants and publicly available market data as of the measurement date. Based on our review and analysis, we recorded impairment charges of $14.0 million during the year ended December 31, 2022. During our annual testing in the fourth quarter of 2022, we recorded an impairment charge million to the value of broadcast licenses in Boston, Chicago, Columbus, Dallas, Greenville, Honolulu, Little Rock, Orlando, Philadelphia, Portland, Sacramento, and San Francisco at September 30, 2022. The impairment charge was driven by a decline in market revenues projections and a reduction in the future industry growth rates based on the then current economic indicators. We recorded an impairment charge year-end The table below presents the results of our annual impairment testing under the start-up Market Cluster Estimated Excess Fair Value December 31, 2022 Boston, MA 5.4 % Chicago, IL 1.7 % Cleveland, OH 0.1 % Columbus, OH (22.6 )% Dallas, TX 6.9 % Denver, CO 882.2 % Detroit, MI 51.9 % Greenville, SC 0.2 % Honolulu, HI 6.4 % Houston, TX 2278.3 % Little Rock, AR 3.7 % Los Angeles, CA 38.0 % Nashville, TN 453.0 % New York, NY 3.1 % Orlando FL 15.6 % Philadelphia, PA 29.9 % Phoenix, AZ 48.7 % Pittsburgh, PA 198.4 % Portland, OR (2.1 )% Sacramento, CA 0.8 % San Antonio, TX 254.3 % San Francisco, CA (6.3 )% Seattle, WA 903.6 % Tampa, FL 7.2 % Washington, D.C. 165.1 % |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | NOTE 9. GOODWILL We account for goodwill in accordance with FASB ASC Topic 350 Intangibles—Goodwill and Other The following table presents the changes in goodwill including business acquisitions as described in Note 3—Recent Transactions and impairments as described below. Year Ended December 31, 2021 2022 (Dollars in thousands) Balance, beginning of period before cumulative loss on impairment, $ 28,520 $ 28,749 Accumulated loss on impairment (4,763 ) (4,763 ) Balance, beginning of period after cumulative loss on impairment 23,757 23,986 Acquisitions of radio stations 4 — Acquisitions of digital media entities 225 226 Loss on impairment — (127 ) Ending period balance $ 23,986 $ 24,085 Balance, end of period before cumulative loss on impairment 28,749 28,976 Accumulated loss on impairment (4,763 ) (4,891 ) Ending period balance $ 23,986 $ 24,085 Goodwill Impairment Testing When performing our annual impairment testing for goodwill, the fair value of each applicable accounting unit is estimated using a discounted cash flow analysis, which is a form of the income approach. The discounted cash flow analysis utilizes a five to ten-year During our annual testing in the fourth quarter of 2021, we determined that no impairment charges were necessary to the carrying value of goodwill. We continued to monitor the critical accounting estimates used in our valuations and determined that interim impairment testing was appropriate for the second and third quarters of 2022. Our annual testing in the fourth quarter of 2022 reflected updates to our interim assumptions based on current economic and market conditions. The first step of our impairment testing is to perform a qualitative assessment to determine if events and circumstances have occurred that indicate it is more likely than not that the fair value of the assets, including goodwill, are less than their carrying values. We review the significant inputs used in our prior year fair value estimates to determine if any changes to those inputs should be made. We estimate the fair value using a market approach and compare the estimated fair value of each entity to its carrying value, including goodwill. Under the market approach, we apply a multiple of four to each entities operating income to estimate the fair value. We believe that a multiple of four is a reasonable indicator of fair value as described in Note 8, Broadcast Licenses. If the results of our qualitative assessment indicate that the fair value of a reporting unit may be less than its carrying value, we perform a second quantitative review of the reporting unit. We engage an independent third-party appraisal and valuation firm to assist us with determining the enterprise value as part of this quantitative review. Goodwill—Broadcast Markets The unit of accounting we use to test goodwill associated with our radio stations is the cluster level, which we define as a group of radio stations operating in the same geographic market, sharing the same building and equipment, and managed by a single general manager. The cluster level is the lowest level for which discrete financial information and cash flows are available and the level reviewed by management to analyze operating results. Four of our 30 market clusters have goodwill associated with them as of our annual testing period ended December 31, 2022. Based on our qualitative review, we tested three market clusters for goodwill impairment during our annual testing period and one entity during our June 30, 2022 interim review. We engaged Bond & Pecaro, an independent appraisal and valuation firm, to assist us in estimating the enterprise of value our market clusters to test goodwill for impairment. The enterprise valuation assumes that the subject assets are installed as part of an operating business rather than as a hypothetical start-up. The key estimates and assumptions used for our enterprise valuations were as follows: Broadcast Markets Enterprise Valuations December 31, 2021 June 30, 2022 December 31, 2022 Risk-adjusted discount rate 8.5% 9.5% 9.5% Operating profit margin ranges (1.4%) - (7.8%) - 17.2% - 37.3% Long-term revenue growth rates 0.4% 0.4% 0.6% - 0.7% The risk-adjusted discount rate reflects the WACC developed based on data from same or similar industry participants and publicly available market data as of the measurement date. Based on our review and analysis, we determined that no impairment charges were necessary to the carrying value of our broadcast market goodwill as of the annual testing period ended December 31, 2022. We recorded an impairment charge of $0.1 million to goodwill in one of our broadcast markets at June 30, 2022. The impairment charge was driven by an increase in the WACC partially offset by improvements in revenue growth rates over those used in the prior year-end The tables below present the percentage within a range by which the estimated fair value exceeded the carrying value of each of our market clusters, including goodwill: Broadcast Market Clusters as of December 31, 2022 < 10% >11% to 20% >21% to 50% > than 51% Number of accounting units — — — 3 Carrying value including goodwill ( in thousands — — — $ 43,222 Goodwill – Digital Media The unit of accounting we use to test goodwill in our digital media segment is the entity level, which includes SWN, Townhall.com ® ® We tested one entity at December 31, 2022 based on the length of time elapsed from the last valuation. We also tested one entity during interim testing at June 30, 2022 and September 30, 2022. We engaged Bond & Pecaro, an independent appraisal and valuation firm, to assist us in estimating the enterprise value of the entity. The enterprise valuation assumes that the subject assets are installed as part of an operating business rather than as a hypothetical start-up. The key estimates and assumptions used for our enterprise valuations were as follows: Digital Media Enterprise Valuations December 31, 2021 June 30, 2022 September 30, 2022 December 31, 2022 Risk adjusted discount rate 9.5% 10.5% 10.5% 10.5% Operating profit margin ranges 25.3% - 28.5% - 29.0% - 0.9% - Long-term revenue growth rates 0.5% 0.5% 0.5% 0.6% The risk-adjusted discount rate reflects the WACC developed based on data from same or similar industry participants and publicly available market data as of the measurement date. Based on our review and analysis, we determined that no impairment charges were necessary to the carrying value of goodwill associated with our digital media entities as of the annual testing period ended December 31, 202 2 The table below presents the percentage within a range by which the estimated fair value exceeded the carrying value of the digital media entities, including goodwill. Digital Media Entities as of December 31, 2022 < 10% >10% to 20% >21% to 50% > than 51% Number of accounting units 1 — — — Carrying value including goodwill ( in thousands 3,282 — — — Goodwill—Publishing The unit of accounting we use to test goodwill in our publishing segment is the entity level for Regnery ® ® Each of these publishing entities have goodwill associated with them as of our annual testing period ended December 31, 2022. We tested one entity based on the length of time elapsed from the last valuation and the other entity based on the amount by which the latest estimated fair value exceeded the carrying value. We also tested one entity during interim testing at June 30, 2022 and September 30, 2022. We engaged Bond & Pecaro, start-up. The key estimates and assumptions used for our enterprise valuations were as follows: Publishing Enterprise Valuations December 31, 2021 June 30, 2022 September 30, 2022 December 31, 2022 Risk adjusted discount rate 9.5% 10.5% 10.5% 10.5% Operating margin ranges 2.4% - 5.2% 0.5% - 3.0% 0.5% - 2.7% (9.0)% -4.9% Long-term revenue growth rates 0.5% 0.5% 0.5% 0.5% The risk-adjusted discount rate reflects the WACC developed based on data from same or similar industry participants and publicly available market data as of the measurement date. Based on our review and analysis, we determined that no impairment charges were necessary to the carrying value of goodwill associated with our publishing entities as of the annual testing period ended December 31, 2022. There were no impairments during the interim testing periods. The table below presents the percentage within a range by which the estimated fair value exceeded the carrying value of our remaining accounting units, including goodwill. Publishing Entities as of December 31, 2022 Percentage Range by Which Estimated Fair Value Exceeds Carrying Value < 10% >11% to 20% >21% to 50% > than 51% Number of accounting units 1 — — 1 Carrying value including goodwill ( in thousands 1,748 — — 278 |
Amortizable Intangible Assets
Amortizable Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and 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: As of December 31, 2022 Cost Accumulated Net (Dollars in thousands) Customer lists and contracts $ 24,186 $ (23,006 ) $ 1,180 Domain and brand names 19,978 (19,704 ) 274 Favorable and assigned leases 2,188 (1,975 ) 213 Subscriber base and lists 8,647 (8,531 ) 116 Author relationships 3,070 (2,771 ) 299 Non-compete 2,052 (2,044 ) 8 Other amortizable intangible assets 1,411 (1,352 ) 59 $ 61,532 $ (59,383 ) $ 2,149 As of December 31, 2021 Cost Accumulated Net (Dollars in thousands) Customer lists and contracts $ 23,700 $ (22,198 ) $ 1,502 Domain and brand names 19,875 (19,421 ) 454 Favorable and assigned leases 2,188 (1,960 ) 228 Subscriber base and lists 8,647 (8,387 ) 260 Author relationships 2,771 (2,771 ) — Non-compete 2,041 (2,041 ) — Other amortizable intangible assets 1,332 (1,332 ) — $ 60,554 $ (58,110 ) $ 2,444 Amortization expense was approximately $1.3 million and $1.9 million for the years ended December 31, 2022, and 2021, respectively. Based on the amortizable intangible assets as of December 31, 2022, we estimate amortization expense for the next five years to be as follows: Year ended December 31, Amortization (Dollars in thousands) 2023 $ 1,077 2024 425 2025 239 2026 129 2027 93 Thereafter 186 Total $ 2,149 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
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. Long-term debt consists of the following: December 31, December 31, (Dollars in thousands) 2028 Notes $ 114,731 $ 114,731 Less unamortized discount and debt issuance costs based on imputed interest rate of 7.64% (3,844 ) (3,253 ) 2028 Notes net carrying value 110,887 111,478 2024 Notes 60,174 39,035 Less unamortized debt issuance costs based on imputed interest rate of 7.10% (480 ) (146 ) 2024 Notes net carrying value 59,694 38,889 Asset-Based Revolving Credit Facility principal outstanding (1) — 8,958 Long-term debt less unamortized discount and debt issuance costs $ 170,581 $ 159,325 Less current portion — 8,958 Long-term debt less unamortized discount and debt issuance costs, net of current portion $ 170,581 $ 150,367 (1) As of December 31, 2022, the Asset-Based Revolving Credit Facility (“ABL”), had a borrowing base of $26.2 million, $9.1 million in outstanding borrowings, and $0.3 million of outstanding letters of credit, resulting in a $16.8 million borrowing base availability. Our weighted average interest rate was 6.99% and 6.85% at December 31, 2021, and December 31, 2022, respectively. In addition to the outstanding amounts listed above, we also have interest obligations related to our long-term debt as follows as of December 31, 2022: • $114.7 million aggregate principal amount of 2028 Notes with semi-annual interest payments at an annual rate of 7.125%; • $39.0 million aggregate principal amount of 2024 Notes with semi-annual interest payments at an annual rate of 6.75%; and • Commitment fee of 0.25% to 0.375% per annum on the unused portion of the ABL Facility. 2028 Notes On September 10, 2021, we refinanced $112.8 million of the 2024 Notes for $114.7 million (reflecting a call premium of 1.688%) of newly issued 7.125% Senior Secured Notes due 2028 (“2028 Notes”). Contemporaneously with the refinancing, we obtained commitments from the holders of the 2028 Notes to purchase up to $50 million in additional 2028 Notes (“Delayed Draw 2028 Notes”), contingent upon satisfying certain performance benchmarks, the proceeds of which are to be used exclusively to repurchase or repay the remaining balance outstanding of the 2024 Notes. We used the cash proceeds from 2028 Notes to fund the repurchase of a portion of our 2024 Notes. The 2028 Notes and the related guarantees were sold to certain holders of the 2024 Notes, whom we believe to be qualified institutional buyers, in a private placement. The 2028 Notes and the related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or any state securities laws. The transaction was assessed on a lender-specific level and was accounted for as a debt modification in accordance with FASB ASC Topic 470. The 2028 Notes are guaranteed on a senior secured basis. We may redeem the 2028 Notes, in whole or in part, at any time prior to June 1, 2024, at a price equal to 100% of the principal amount of the 2028 Notes plus a “make-whole” premium and accrued and unpaid interest, if any, up to, but not including, the redemption date. At any time on or after June 1, 2024, we may redeem some or all of the 2028 Notes at the redemption prices (expressed as percentages of the principal amount to be redeemed) set forth in the 2028 Notes indenture, plus accrued and unpaid interest, if any, up to, but not including the redemption date. In addition, we may redeem up to 35% of the aggregate principal amount of the 2028 Notes before June 1, 2024, with the net cash proceeds from certain equity offerings at a redemption price of 107.125% of the principal amount plus accrued and unpaid interest, if any, up to, but not including the redemption date. We may also redeem up to 10% of the aggregate original principal amount of the 2028 Notes per twelve-month period, in connection with up to two redemptions in such twelve-month period, at a redemption price of 101% of the principal amount plus accrued and unpaid interest up to, but not including, the redemption date. The 2028 Notes mature on June 1, 2028, unless earlier redeemed or repurchased. Interest accrues on the 2028 Notes from September 10, 2021, and is payable semi-annually, in cash in arrears, on June 1 and December 1 of each year, commencing December 1, 2021. Based on the balance of the 2028 Notes outstanding at December 31, 2022, we are required to pay $8.2 million per year in interest. As of December 31, 2022, accrued and unpaid interest on the 2028 Notes was $0.7 million. The indenture to the 2028 Notes contains covenants that, among other things and subject in each case to certain specified exceptions, limit the ability to: (i) incur additional debt; (ii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iii) make investments; (iv) create liens or use assets as security in other transactions; (v) merge or consolidate, or sell, transfer, lease or dispose of substantially all assets; (vi) engage in transactions with affiliates; and (vii) sell or transfer assets. At December 31, 2022, we were, and as of the date of this annual report we remain, in compliance with all of the covenants under the indenture. We recorded debt issuance costs of $4.7 million, of which third-party costs of $2.5 million were expensed during 2021 and $0.3 million were expensed during 2022, $0.8 million was deferred with the Delayed Draw 2028 Notes, and $1.1 million, along with $3.0 million from the exchanged 2024 Notes, is being amortized as part of the effective yield on the 2028 Notes. During twelve-month period ended December 31, 2022 and 2021, $ million and $ million, respectively, of debt issuance costs, discount and delayed draw associated with the Notes was amortized to interest expense. SBA PPP Loans We received $11.2 million in aggregate principal amount of PPP loans through the SBA during the first quarter of 2021 based on the eligibility of our radio stations and networks as determined on a per-location applicable PPP requirements pre-tax $20,000 by us 2024 Notes On May 19, 2017, we issued 6.75% Senior Secured Notes (“2024 Notes”) in a private placement. The 2024 Notes are guaranteed on a senior secured basis by our existing subsidiaries (“Subsidiary Guarantors”). The 2024 Notes bear interest at a rate of 6.75% per year and mature on June 1, 2024, unless they are earlier redeemed or repurchased. Interest is payable semi-annually, in cash in arrears, on June 1 and December 1 of each year. The 2024 Notes are secured by a first-priority lien on substantially all assets of ours and the Subsidiary Guarantors other than the ABL Facility Priority Collateral as described below. There is no direct lien on our FCC licenses to the extent prohibited by law or regulation other than the economic value and proceeds thereof. The indenture relating to the 2024 Notes contains covenants that, among other things and subject in each case to certain specified exceptions, limit our ability and the ability of our restricted subsidiaries to: (i) incur additional debt; (ii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iii) make investments; (iv) create liens or use assets as security in other transactions; (v) merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets; (vi) engage in transactions with affiliates; and (vii) sell or transfer assets. At December 31, 2022, we were, and as of the date of this annual report we remain, in compliance with all of the covenants under the indenture. We recorded debt issuance costs of $6.3 million that were recorded as a reduction of the debt proceeds that are being amortized to non-cash Based on the balance of the 2024 Notes outstanding at December 31, 2022, of $39.0 million, we are required to pay $2.6 million per year in interest on the 2024 Notes. As of December 31, 2022, accrued and unpaid interest on the 2024 Notes was $0.3 million. We may from time to time, depending on market conditions and prices, contractual restrictions, our financial liquidity, and other factors, seek to repurchase the 2024 Notes in open market transactions, privately negotiated transactions, by tender offer or otherwise, as market conditions warrant. As described above under caption “ 2028 Notes ,” on September 10, 2021, we exchanged $ 112.8 million of the 2024 Notes for $ 114.7 million of newly issued 2028 Notes, reflecting a call premium of 1.688 %. Bond issuance costs of $ 1.1 million associated with the $ 112.8 million of the 2024 Notes are being amortized as part of the effective yield on the 2028 Notes. Based on the then existing market conditions, we completed repurchases of our 2024 Notes as follows: Date Principal Cash Paid % of Face Bond Issue Net Gain (Dollars in thousands) December 19, 2022 $ 4,650 $ 4,557 98.00 % $ 57 $ 36 December 14, 2022 1,000 965 96.50 % 5 30 June 13, 2022 5,000 4,947 98.95 % 35 18 June 10, 2022 3,000 2,970 99.00 % 21 9 June 7, 2022 2,464 2,446 99.25 % 17 1 May 17, 2022 2,525 2,500 99.00 % 18 7 January 12, 2022 2,500 2,531 101.26 % 22 (53 ) December 10, 2021 35,000 35,591 101.69 % 321 (912 ) October 25, 2021 2,000 2,020 101.00 % 19 (39 ) October 12, 2021 250 251 100.38 % 2 (3 ) October 5, 2021 763 766 100.38 % 7 (10 ) October 4, 2021 628 629 100.13 % 6 (7 ) September 24, 2021 4,700 4,712 100.25 % 44 (56 ) January 30, 2020 2,250 2,194 97.50 % 34 22 January 27, 2020 1,245 1,198 96.25 % 20 27 December 27, 2019 3,090 2,874 93.00 % 48 167 November 27, 2019 5,183 4,548 87.75 % 82 553 November 15, 2019 3,791 3,206 84.58 % 61 524 March 28, 2019 2,000 1,830 91.50 % 37 134 March 28, 2019 2,300 2,125 92.38 % 42 133 February 20, 2019 125 114 91.25 % 2 9 February 19, 2019 350 319 91.25 % 7 24 February 12, 2019 1,325 1,209 91.25 % 25 91 January 10, 2019 570 526 92.25 % 9 35 December 21, 2018 2,000 1,835 91.75 % 38 127 December 21, 2018 1,850 1,702 92.00 % 35 113 December 21, 2018 1,080 999 92.50 % 21 60 November 17, 2018 1,500 1,357 90.50 % 29 114 May 4, 2018 4,000 3,770 94.25 % 86 144 April 10, 2018 4,000 3,850 96.25 % 87 63 April 9, 2018 2,000 1,930 96.50 % 43 27 $ 103,139 $ 100,471 $ 1,280 $ 1,388 Asset-Based Revolving Credit Facility On May 19, 2017, we entered into the ABL Facility pursuant to a Credit Agreement (“Credit Agreement”) by and among us and our subsidiaries party thereto as borrowers, Wells Fargo Bank, National Association, as administrative agent and lead arranger, and the lenders that are parties thereto. We used the proceeds of the ABL Facility, together with the net proceeds from the Notes offering, to repay outstanding borrowings under our previously existing senior credit facilities and related fees and expenses. Current proceeds from the ABL Facility are used to provide ongoing working capital and for other general corporate purposes, including permitted acquisitions. The ABL Facility is $30.0 million revolving credit facility due March 1, 2024, which includes a $5.0 million subfacility for standby letters of credit and a $7.5 million subfacility for swingline loans. All borrowings under the ABL Facility accrue interest at a rate equal to a base rate or LIBOR 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 borrowings. If an event of default occurs, the interest rate may increase by 2.00% per annum. Amounts outstanding under the ABL Facility may be paid and then reborrowed at our discretion without penalty or premium. Additionally, we pay a commitment fee on the unused balance from 0.25% to 0.375% per year based on the level of borrowings. The April 7, 2020 amendment also allows for an alternative benchmark rate that may include SOFR due to LIBOR scheduled to be discontinued. Availability under the ABL Facility is subject to a borrowing base consisting of (a) 90% of the eligible accounts receivable plus (b) a calculated amount based on the value of certain real property. As of December 31, 2022, the amount available under the ABL Facility was $26.2 million of which $9.0 million was outstanding. The ABL Facility has a first-priority lien on our and the Subsidiary Guarantors’ accounts receivable, inventory, deposit and securities accounts, certain real estate and related assets, and by a second-priority lien on the notes priority collateral. There is no direct lien on our 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 or limit our ability and the ability of our subsidiaries to (i) incur additional indebtedness; (ii) make investments; (iii) make distributions, loans or transfers of assets; (iv) enter into, create, incur, assume or suffer to exist any liens, (v) sell assets; (vi) enter into transactions with affiliates; (vii) merge or consolidate with, or dispose of all assets to a third party, except as permitted thereby; (viii) prepay indebtedness (which does not include bond repurchases); and (ix) pay dividends. The Credit Agreement provides for the following events of default: (i) non-payment 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. At December 31, 2022, we were, and as of the date of this annual report we remain, in compliance with all of the covenants under Credit Agreement. W non-cash We report outstanding balances on the ABL Facility as short-term regardless of the maturity date based on use of the ABL Facility to fund ordinary and customary operating cash needs with frequent repayments. We believe that our borrowing capacity under the ABL Facility allows us to meet our ongoing operating requirements, fund capital expenditures and satisfy our debt service requirements for at least the next twelve months. Maturities of Long-Term Debt and Capital Lease Obligations Principal repayment requirements under all long-term debt agreements outstanding at December 31, 2022 for each of the next five years and thereafter are as follows: Amount For the Year Ended December 31, (Dollars in thousands) 2023 $ 8,958 2024 39,035 2025 — 2026 — 2027 — Thereafter 114,731 $ 162,724 |
Fair Value Measurements and Dis
Fair Value Measurements and Disclosures | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements and Disclosures | NOTE 12. FAIR VALUE MEASUREMENTS AND DISCLOSURES As of December 31 2022, the carrying value of cash and cash equivalents, accounts receivables, accounts payable, accrued expenses and accrued interest approximates fair value due to the short-term nature of such instruments. The carrying amount of the Notes at December 31, 2022 was $ 153.8 million compared to the estimated fair value of $141.2 million, based on the prevailing interest rates and trading activity of our Notes. We have certain assets that are measured at fair value on a non-recurring The following table summarizes the fair value of our financial assets and liabilities that are measured at fair value: December 31, 2022 Carrying Fair Value Measurement Level 1 Level 2 Level 3 (Dollars in thousands) Liabilities: Estimated fair value of contingent earn-out $ 288 — — $ 288 Long-term debt less unamortized discount and debt issuance costs 150,367 — 149,037 — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13. INCOME TAXES We recognize deferred tax assets and liabilities for future tax consequences attributable to differences between our consolidated financial statement carrying amount of assets and liabilities and their respective tax bases. We measure these deferred tax assets and liabilities using enacted tax rates expected to apply in the years in which these temporary differences are expected to reverse. We recognize the effect on deferred tax assets and liabilities resulting from a change in tax rates in income in the period that includes the date of the change. For financial reporting purposes, we recorded a valuation allowance of $40.0 million as of December 31, 2022, to offset $40.0 million of the deferred tax assets related to federal and state net operating loss carryforwards of $20.0 million and $15.7 million respectively, along with $4.3 million of other financial statement accruals for a total valuation allowance of $40.0 million. This balance represents an increase of $0.9 million during the year, from $39.1 million valuation allowance as of December 31, 2021. The consolidated provision for income taxes is as follows: Year Ended December 31, 2021 2022 (Dollars in thousands) Current: Federal $ — $ — State 1,112 (113 ) 1,112 (113 ) Deferred: Federal (1,277 ) (1,551 ) State (594 ) 1,272 (1,871 ) (279 ) Benefit from income taxes $ (759) $ (392) Consolidated deferred tax assets and liabilities consist of the following: As of December 31, 2021 2022 (Dollars in thousands) Deferred tax assets: Financial statement accruals not currently deductible $ 2,738 $ 1,977 Allowance for bad debt reserve 3,399 2,075 Net operating loss, AMT credit and other carryforwards 35,290 35,846 State taxes 216 60 Operating lease liabilities 13,596 13,224 Other 3,965 5,869 Total deferred tax assets 59,204 59,051 Valuation allowance for deferred tax assets (39,135 ) (39,950 ) Net deferred tax assets $ 20,069 $ 19,101 Deferred tax liabilities: Excess of net book value of property and equipment and software for financial reporting purposes over tax basis $ 145 $ 13 Excess of net book value of intangible assets for financial reporting purposes over tax basis 75,747 74,524 Operating lease right-of-use 11,189 11,296 Total deferred tax liabilities 87,081 85,833 Net deferred tax liabilities $ (67,012 ) $ (66,732 ) The following table reconciles the above net deferred tax liabilities to the financial statements: As of December 31, 2021 2022 (Dollars in thousands) Deferred income tax asset per balance sheet $ — $ — Deferred income tax liability per balance sheet (67,012 ) (66,732 ) $ (67,012 ) $ (66,732 ) A reconciliation of the statutory federal income tax rate to the benefit from income tax is as follows: Year Ended December 31, 2021 2022 (Dollars in thousands) Statutory federal income tax (statutory tax rate) $ 8,559 $ (762 ) Effect of state taxes, net of federal 643 892 Permanent items 172 217 PPP loan forgiveness (2,351 ) — State rate change 531 (1,064 ) Valuation allowance (8,903 ) (626 ) Stock based compensation cancellation 181 38 Other, net 409 913 Benefit from income taxes $ (759 ) $ (392 ) At December 31, 2022, we had net operating loss carryforwards for federal income tax purposes of approximately $95.1 million that expire in years 2024 through 2037 and for state income tax purposes of approximately $633.9 million that expire in years 2023 through 2042. As a result of our adjusted cumulative three-year pre-tax COVID-19 non-recurring 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 for 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. On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into U.S. law. The IRA includes implementation of a new alternative minimum tax, an excise tax on stock buybacks, and significant tax incentives for energy and climate initiatives, among other provisions. We determined that the IRA did not have a material impact to our consolidated financial statements when considering our year-end A provision of the Tax Cuts and Jobs Act (“TCJA”) took effect on January 1, 2022, that amended Section 174 to require capitalization and amortization of research and experimental (“R&E”) expenditures and software development costs. The capitalized R&E and software development costs associated with research conducted in the United States is amortized ratably over a 5-year (15 -year year-end |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 14. COMMITMENTS AND CONTINGENCIES We enter into various agreements in the normal course of business that contain minimum guarantees. Minimum guarantees are typically tied to future events, such as future revenue earned in excess of the contractual level. Accordingly, the fair value of these arrangements is zero. We may record contingent earn-out earn-out earn-out earn-out earn-out earn-out earn-out We and our subsidiaries, incident to our 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 maintain insurance that may provide coverage for such matters. Consequently, we are unable to ascertain the ultimate aggregate amount of monetary liability or the financial impact with respect to these matters. We believe, at this time, that the final resolution of these matters, individually and in the aggregate, will not have a material adverse effect upon our condensed consolidated financial position, results of operations or cash flows. |
Stock Incentive Plan
Stock Incentive Plan | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Incentive Plan | NOTE 15. STOCK INCENTIVE PLAN Our Amended and Restated 1999 Stock Incentive Plan (“Plan”) provides for grants of equity-based awards to employees, non-employee 10b5-1 pre-established We recognize non-cash Compensation—Stock Compensation The following table reflects the components of stock-based compensation expense recognized in the Consolidated Statements of Operations for the years ended December 31, 2022, and 2021: Year Ended December 31, 2021 2022 (Dollars in thousands) Stock option compensation expense included in unallocated corporate expenses $ 99 $ 83 Restricted stock shares compensation expense included in corporate expenses — 54 Stock option compensation expense included in broadcast operating expenses 123 88 Stock option compensation expense included in digital media operating expenses 97 59 Total stock-based compensation expense, pre-tax $ 319 $ 284 Tax expense from stock-based compensation expense (83 ) (74 ) Total stock-based compensation expense, net of tax $ 236 $ 210 Stock Option and Restricted Stock Grants Eligible employees may receive stock option awards annually with the number of shares and type of instrument generally determined by the employee’s salary grade and performance level. Incentive and non-qualified The Plan also allows for awards of restricted stock that contain transfer restrictions under which they cannot be sold, pledged, transferred, or assigned until the period specified in the award, generally from one 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 ten-year The weighted-average assumptions used to estimate the fair value of the stock options using the Black-Scholes valuation model were as follows for the years ended December 31, 2022, and 2021: Year Ended Year Ended Expected volatility 75.98 % 85.06 % Expected dividends — % — % Expected term (in years) 7.8 9.0 Risk-free interest rate 1.03 % 1.97 % Activity with respect to the company’s option awards during the two years ended December 31, 2022, is as follows (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value): Options Shares Weighted Weighted Weighted Average Aggregate Outstanding at January 1, 2021 2,291,020 $ 3.23 $ 1.52 4.3 years $ — Granted 270,000 2.14 1.55 — Exercised (475,657 ) 2.31 1.08 728 Forfeited or expired (159,946 ) 6.71 4.70 — Outstanding at December 31, 2021 1,925,417 3.01 1.37 4.4 years $ 1,310 Exercisable at December 31, 2021 924,292 4.25 1.93 2.4 years 83 Expected to Vest 950,568 3.05 1.38 4.4 years $ 1,248 Outstanding at January 1, 2022 1,925,417 $ 3.01 $ 1.37 4.4 years $ 1,310 Granted 127,500 3.01 2.44 — Exercised (42,913 ) 2.27 1.12 52 Forfeited or expired (303,664 ) 5.16 2.75 3 Outstanding at December 31, 2022 1,706,340 2.68 1.23 4.2 years $ — Exercisable at December 31, 2022 968,590 3.30 1.37 2.6 years — Expected to Vest 700,494 2.70 1.24 4.2 years $ — Activity with respect to the company’s restricted stock awards during the year ended December 31, 2022, is as follows: Restricted Stock Awards Shares Weighted Weighted Aggregate Non-Vested 107,990 $ 1.85 1.67 years $ 156 Granted — — — — Lapse of restrictions (107,990 ) 1.85 — 200 Forfeited or expired — — — — Outstanding at December 31, 2021 — $ — — $ — Non-Vested — $ — — $ — Granted 14,854 3.66 — 54 Lapse of restrictions — — — — Forfeited or expired — — — — Outstanding at December 31, 2022 14,854 $ 3.66 1.20 years $ 16 Additional information regarding options outstanding as of December 31, 2022, is as follows: Range of Exercise Prices Options Weighted Average Weighted Exercisable Weighted $ 1.00 - $3.00 904,000 5.4 $ 1.63 266,250 $ 1.54 $ 3.01 - $3.28 455,587 3.9 3.25 355,587 3.25 $ 3.29 - $4.63 63,500 2.7 3.77 63,500 3.77 $ 4.64 - $6.65 278,753 1.1 4.85 278,753 4.85 $ 6.66 - $8.76 4,500 0.4 8.49 4,500 8.49 1,706,340 4.2 $ 2.68 968,590 $ 3.30 The aggregate intrinsic value represents the difference between the company’s closing stock price on December 31, 2022 of $1.05 and the option exercise price of the shares for stock options that were in the money, multiplied by the number of shares underlying such options. The total fair value of options vested during the years ended December 31, 2022, and 2021 was $0.3 million. As of December 31, 2022, there was $0.4 million of total unrecognized compensation cost related to non-vested |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 16. RELATED PARTY TRANSACTIONS Our Board has adopted a written policy for review, approval and monitoring of transactions between Salem and its related parties. The policy applies to any transaction or series of transactions in which Salem is a participant, the amount involved exceeds $120,000 and a Related Party (as defined in Item 404(a) of SEC Regulation S-K) Under the Policy, related party transactions must be reported to our general counsel and be reviewed and approved or ratified by the Board in accordance with the terms of the Policy, prior to the effectiveness or consummation of the transaction, whenever practicable. The Board will review all relevant information available about the potential related party transaction and may, in its sole discretion, impose such conditions as it deems appropriate on Salem or the Related Party in connection with the approval of the related party transaction. We also poll our directors and executive officers on an annual basis with respect to related party transactions and their service as an officer or director of other entities. Any director involved in a related party transaction that is being reviewed or approved must recuse himself or herself from participation in any related deliberation or decision. Other than compensation arrangements for our directors and executive officers, the following is a summary of transactions for the years ended December 31, 2022 and December 31, 2021 to which we have been a party in which the amount involved exceeds $120,000 annually and in which any of our then directors, executive officers or holders of more than 5% of any class of our stock at the time of such transaction, or any members of their immediate family, or is a general partner or principal or in which the person has a 10% or greater beneficial ownership interest, had or will have a direct or indirect material interest. Leases with Principal Stockholders A trust controlled by the 0.2 million. Mr. Ted Atsinger, son of the Executive Chairman is the beneficiary and/or successor trustee. Land and buildings occupied by various Salem radio stations are leased from entities owned by the company’s Executive Chairman and its Chairman Emeritus. Rental expense under these leases included in operating expense for each of the years ending December 31, 2022, and 2021 was $1.6 million. Know the Truth – Mr. Riddle Know the Truth is a non-profit Transportation Services Supplied by Sun Air Jets From time to time, the company rents aircraft from a company owned by Edward G. Atsinger III, Executive Chairman of Salem. As approved by the independent members of the company’s board of directors, the company rents these aircraft on an hourly basis for general corporate needs. Total rental expenses for these aircraft for the years ended December 31, 2022, and 2021 was approximately $ 0.4 million and $26,000, respectively. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2022 | |
Text Block [Abstract] | |
Defined Contribution Plan | NOTE 17. DEFINED CONTRIBUTION PLAN We maintain a 401(k) defined contribution plan (“401(k) Plan”), which covers eligible employees as defined in the 401(k) Plan. Participants are allowed to make non-forfeitable COVID-19 |
Equity Transactions
Equity Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Federal Home Loan Banks [Abstract] | |
Equity Transactions | NOTE 18. EQUITY We account for stock-based compensation expense in accordance with FASB ASC Topic 718, Compensation-Stock Compensation non-cash paid-in Our dividend policy is based upon our Board of Directors’ current assessment of our business and the environment in which we operate. On May 6, 2020, our Board of Directors voted to discontinue equity distributions until further notice due to the adverse economic impact of the COVID-19 |
Segment Data
Segment Data | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Data | NOTE 19. SEGMENT DATA FASB ASC Topic 280, Segment Reporting operating segments: (1) Broadcast, (2) Digital Media, and (3) Publishing, which also qualify as reportable segments. Our operating segments reflect how our chief operating decision makers, which we define as a collective group of senior executives, assess the performance of each operating segment and determine the appropriate allocations of resources to each segment. We continually review our operating segment classifications to align with operational changes in our business and may make changes as necessary. We measure and evaluate our operating segments based on operating income and operating expenses that do not include allocations of costs related to corporate functions, such as accounting and finance, human resources, legal, tax and treasury, which are reported as unallocated corporate expenses in our consolidated statements of operations included in this annual report. We also exclude costs such as amortization, depreciation, taxes, and interest expense. Segment performance, as we define it, is not necessarily comparable to other similarly titled captions of other companies. Broadcast Our foundational business is radio broadcasting, which includes the ownership and operation of radio stations in large metropolitan markets. Our broadcasting segment includes our national networks and national sales firms. National companies often prefer to advertise across the United States as an efficient and cost-effective way to reach their target audiences. Our national platform under which we offer radio airtime, digital campaigns, and other advertisements can benefit national companies by reaching audiences throughout the United States. Salem Radio Network TM TM TM TM TM TM TM TM ® Salem Media Representatives (“SMR”) is our national advertising sales firm with offices in 9 U.S. cities. SMR specializes in placing national advertising on Christian and talk formatted radio stations as well as other commercial radio station formats. SMR sells commercial airtime to national advertisers on our radio stations and through our networks, as well as for independent radio station affiliates. SMR also contracts with independent radio stations to create custom advertising campaigns for national advertisers to reach multiple markets. Salem Surround, our national multimedia advertising agency with locations in 29 markets across the United States, offers a comprehensive suite of digital marketing services to develop and execute audience-based marketing strategies for clients on both the national and local level. Salem Surround specializes in digital marketing services for each of our radio stations and websites as well as providing a full-service multimedia marketing strategy for each of our clients. Salem Podcast Network (“SPN), is a highly specialized platform for conservative, political, news, and family-oriented podcasts. SPN reaches over 13 million downloads per month, and regularly ranks amount the top 100 most downloaded news and political podcasts according to the Apple Podcast Rankings. SalemNOW is our online destination to a watch variety of on-demand. Salem News Channel (“SNC”) is a conservative news, opinion and Digital Media Our digital media-based businesses provide Christian, conservative, investing content, audio and video streaming, and other resources digitally through the web. Salem Web Network (“SWN”) websites include Christian content websites; BibleStudyTools.com, Crosswalk.com ® ® ® ™ ® ™ ® ® non-individualized Our church product websites, including SermonSearch ™ ™ Our web content is accessible through all of our radio station websites that feature content of interest to local audiences throughout the United States. Publishing Our publishing operating segment includes two businesses: (1) Regnery ® The table below presents financial information for each operating segment as of December 31, 2022, and 2021 based on the composition of our operating segments: Broadcast Digital Publishing Unallocated Consolidated (Dollars in thousands) Year Ended December 31, 2022 Net revenue $ 205,315 $ 41,661 $ 19,990 $ — $ 266,966 Operating expenses 163,992 33,750 22,142 18,557 238,441 Net operating income (loss) before legal settlement, debt modification costs, depreciation, amortization, change in the estimated fair value of contingent earn-out $ 41,323 $ 7,911 $ (2,152 ) $ (18,557 ) $ 28,525 Legal settlement 4,776 — — — 4,776 Debt modification costs — — — 255 255 Depreciation 6,222 3,775 315 1,027 11,339 Amortization 15 1,257 — — 1,272 Change in the estimated fair value of contingent earn-out — (5 ) — — (5 ) Impairment of indefinite-lived long-term assets other than goodwill 13,985 — — — 13,985 Impairment of goodwill 127 — — — 127 Net (gain) loss on the disposition of assets (8,406 ) — — 30 (8,376 ) Net operating income (loss) $ 24,604 $ 2,884 $ (2,467 ) $ (19,869 ) $ 5,152 Broadcast Digital Publishing Unallocated Consolidated (Dollars in thousands) Year Ended December 31, 2021 Net revenue $ 191,443 $ 42,164 $ 24,640 $ — $ 258,247 Operating expenses 145,720 33,797 23,220 17,483 220,220 Net operating income (loss) before depreciation, amortization, debt modification costs and net (gain) loss on the disposition of assets $ 45,723 $ 8,367 $ 1,420 $ (17,483 ) $ 38,027 Debt modification costs — — — 2,526 2,526 Depreciation 6,186 3,557 210 980 10,933 Amortization 17 1,541 337 — 1,895 Net (gain) loss on the disposition of assets (23,212 ) (83 ) (306 ) 26 (23,575 ) Operating income (loss) $ 62,732 $ 3,352 $ 1,179 $ (21,015 ) $ 46,248 Broadcast Digital Publishing Corporate Consolidated (Dollars in thousands) As of December 31, 2022 Inventories, net $ — $ — $ 1,513 $ — $ 1,513 Property and equipment, net 63,634 7,751 546 9,365 81,296 Broadcast licenses 303,774 — — — 303,774 Goodwill 2,623 20,016 1,446 — 24,085 Amortizable intangible 213 1,637 299 — 2,149 Broadcast Digital Publishing Corporate Consolidated (Dollars in thousands) As of December 31, 2021 Inventories, net $ — $ — $ 960 $ — $ 960 Property and equipment, net 61,694 8,447 746 8,452 79,339 Broadcast licenses 320,008 — — — 320,008 Goodwill 2,750 19,790 1,446 — 23,986 Amortizable intangible assets, net 229 2,215 — — 2,444 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 20. SUBSEQUENT EVENTS On February 24, 2023, we issued an On February 1, 2023, closed on the acquisition of the George Gilder Report and other digital newsletters and related website assets. We assumed the deferred subscription liabilities paying no cash at the time of closing. The purchase price is 25% of net revenue generated from sales of most Eagle Financial products during the next year to people who are on George Gilder subscriber lists that are not already on Eagle Financial lists. On January 19, 2023, we repurchased $2.5 million of the 2024 Notes at 97.25% of face value recognizing a gain of $20,000 after adjusting for debt issue costs. On January 10, 2023, we closed on the acqui s WWFE-AM, WRHC-AM On January 6, 2023, we closed on the acquisition of radio station WMYM-AM Subsequent events reflect all applicable transactions through the date of the filing. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | Description of Business Salem Media Group, Inc. (“Salem” “we,” “us,” “our” or the “company”) is a domestic multimedia company specializing in Christian and conservative content. Our media properties include radio broadcasting, digital media, and publishing entities. We have three operating segments: (1) Broadcast, (2) Digital Media, and (3) Publishing, which are discussed in Note 19. Segment Data. The accompanying Consolidated Financial Statements of Salem include the company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated. |
Impact Of The COVID19 Pandemic | Impact of the COVID-19 During 2020 we implemented several measures to reduce costs and conserve cash to ensure that we had adequate liquidity to meet our debt servicing requirements. As the economy began to show signs of recovery, we reversed several of these cost reduction initiatives during 2021. We continue to operate with lower staffing levels where appropriate, we have not declared or paid equity distributions on our common stock, and the company 401(k) match was not reinstated until January 2022. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) provided emergency economic assistance for individuals and businesses impacted by the COVID-19 additional liquidity, loan guarantees, and other government programs. The Consolidated Appropriations Act (“CAA”) included a second relief package, which, among other things, provides for an extension of the Payroll Support Program established by the CARES Act. We utilized certain benefits of the CARES Act and the CAA, including: • We deferred $3.3 million of employer FICA taxes from April 2020 through December 2020, of which approximately 50% was paid in December 2021 and the remainder was paid in December 2022; • A relaxation of interest expense deduction limitation for income tax purposes; • We received Paycheck Protection Program (“PPP”) loans of $11.2 million in total during the first quarter of 2021 through the Small Business Association (“SBA”) based on the eligibility as determined on a per-location • In July 2021, the SBA forgave all but $20,000 of the PPP loans, with the remaining PPP loan repaid in July 2021. |
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. See Item 7 – Management Discussion and Analysis within this annual report for a discussion of our Critical Accounting Estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid debt instruments, purchased with an initial maturity of three months or less, to be cash equivalents. The carrying value of our cash and cash equivalents approximated fair value at each balance sheet date. |
Accounts Receivable and Unbilled Revenue | Accounts Receivable and Unbilled Revenue Accounts receivable, net of allowances: Unbilled revenue end-of-flight, |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts We maintain an allowance for doubtful accounts to provide for the estimated amount of receivables that may not be collected. The allowance is based on our historical collection experience, the age of the receivables, specific customer information and current economic conditions. Past due balances are generally not written off until all collection efforts have been exhausted, including use of a collection agency. A considerable amount of judgment is required in assessing the likelihood of ultimate realization of these receivables, including the current creditworthiness of each customer. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. We have not modified our estimate methodology and we have not historically recognized significant losses from changes in our estimates. We believe that our estimates and assumptions are reasonable and that our reserves are accurately reflected. We do not include extended payment terms in our contracts with customers. |
Inventory | Inventory Inventory consists of books published by Regnery ® |
Property and Equipment | Property and Equipment We account for property and equipment in accordance with FASB ASC Topic 360-10, Property, Plant and Equipment location necessary for its intended use. For assets constructed for our own use, such as towers and buildings that are discrete projects for which costs are separately accumulated and for which construction takes considerable time, we record capitalized interest. The amount of interest capitalized is the cost that could have been avoided had the asset not been constructed and is based on the average accumulated expenditures incurred over the capitalization period at the weighted average interest rate applicable to our outstanding variable rate debt. No interest was capitalized in 2022 and 2021 based on the balance outstanding of our variable rate debt. Repair and maintenance costs are charged to expense as incurred. Improvements are capitalized if they extend the life of the asset or enhance the quality or ability of the asset to benefit operations. Depreciation is computed using the straight-line method over estimated useful lives as follows: Category Estimated Life Buildings 40 years Office furnishings and equipment 5 -10 years Antennae, towers and transmitting equipment 10 – Studio, production, and mobile equipment 5 – Computer software and website development costs 3 years Automobiles 5 years Leasehold improvements Lesser of the useful life or The carrying value of property and equipment is evaluated periodically in relation to the operating performance and anticipated future cash flows of the underlying radio stations and business units for indicators of impairment. When indicators of impairment are present, and the cash flow estimated to be generated from these assets is less than the carrying value, an adjustment to reduce the carrying value to the fair market value of the assets is recorded. See Note 6, Property and Equipment. |
Internally Developed Software and Website Development Costs | Internally Developed Software and Website Development Costs We capitalize costs incurred during the application development stage related to the development of internal-use 350-40 Internal-Use internal-use |
Indefinite-Lived Intangible Assets | Indefinite-Lived Intangible Assets We account for broadcast licenses and goodwill in accordance with FASB ASC Topic 350 Intangibles—Goodwill and Other Impairment testing requires an estimate of the fair value of our indefinite-lived intangible assets. We believe that these estimates of fair value are critical accounting estimates as the value is significant in relation to our total assets and the estimates incorporate variables and assumptions based on our experiences and judgment about our future operating performance. Fair value measurements use significant unobservable inputs that reflect our own assumptions about the estimates that market participants would use in measuring fair value, including assumptions about risk. If actual future results are less favorable than the assumptions and estimates used in our estimates, we are subject to future Impairment charges, the amount of which may be material. The unobservable inputs are defined in FASB ASC Topic 820 Fair Value Measurements and Disclosures as Level 3 inputs discussed in detail in Note 12, Fair Value Measurements and Disclosures. We perform our annual impairment testing during the fourth quarter of each year as discussed in Note 8, Broadcast Licenses and |
Amortizable Intangible Assets | Amortizable Intangible Assets Intangible assets are recorded at cost less accumulated amortization. Typically, intangible assets are acquired in conjunction with the acquisition of broadcast entities, digital media entities and publishing entities. These intangibles are amortized using the straight-line method over the following estimated useful lives: Category Estimated Life Customer lists and contracts Lesser of 5 years or the Domain and brand names 5 -7 Favorable and assigned leases Lease Term Subscriber base and lists 3 – Author relationships 1 – Non-compete Life of the contract The carrying value of our amortizable intangible assets are evaluated periodically in relation to the operating performance and anticipated future cash flows of the underlying radio stations and businesses for indicators of impairment. In accordance with FASB ASC Topic 360 Property, Plant and Equipment , when indicators of impairment are present and the undiscounted cash flows estimated to be generated from these assets are less than the carrying amounts of these assets, an adjustment to reduce the carrying value to the fair market value of these assets is recorded, if necessary. No adjustments to the carrying amounts of our amortizable intangible assets were necessary during the year ended December 31, 2022. |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs incurred in conjunction with debt obligations are amortized to non-cash interest expense over the term of the agreement using the effective interest method. Deferred financing costs related to the 6.75% Senior Secured Notes (“2024 Notes”) and the 7.125% Senior Secured Notes due 2028 (“2028 Notes”) recorded as a reduction of “Long-term debt – less current portion” in the Consolidated Balance Sheets. Deferred financing costs related to the Asset Based Loan Facility (“ABL Facility”) and the Delayed Draw 2028 Notes are reflected in long term assets net of accumulated amortization. See Note 11, Long-Term Debt. |
Income Tax Valuation Allowances (Deferred Taxes) | Income Tax Valuation Allowances (Deferred Taxes) We account for income taxes in accordance with FASB ASC Topic 740 Income Taxes . In preparing our consolidated financial statements, we estimate our income tax liability in each of the jurisdictions in which we operate by estimating our actual current tax exposure and assessing temporary differences resulting from differing treatment of items for tax and financial statement purposes. We calculate our current and deferred tax provisions based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent year. Adjustments based on filed returns are generally recorded in the period when the tax returns are filed, and the tax implications are known. Tax law and rate changes are reflected in the income tax provision in the period in which such changes are enacted. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. We consider all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable planning strategies in assessing the need for a valuation allowance. In the event we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to earnings in the period in which we make such a determination. Likewise, if we later determine that it is more likely than not that the net deferred tax assets would be realized, we would reverse the applicable portion of the previously provided valuation allowance. For financial reporting purposes, we recorded a valuation allowance of $40.0 million as of December 31, 2022, to offset $40.0 million of the deferred tax assets related to federal and state net operating loss carryforwards of $20.0 million and $15.7 million respectively, along with $4.3 million of other financial statement accruals for a total valuation allowance of $40.0 million. This balance represents an increase of $0.9 million during the year, from $39.1 million valuation allowance as of December 31, 2021. We believe that our estimates and assumptions are reasonable and that our reserves are accurately reflected. |
Income Taxes and Uncertain Tax Positions | Income Taxes and Uncertain Tax Positions We are subject to audit and review by various taxing jurisdictions. We may recognize liabilities on our financial statements for positions taken on uncertain tax positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others may be subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. Such positions are deemed to be unrecognized tax benefits and a corresponding liability is established on the balance sheet. It is inherently difficult and subjective to estimate such amounts, as this requires us to make estimates based on the various possible outcomes. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, we believe it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. We review and reevaluate uncertain tax positions on a quarterly basis. Changes in assumptions may result in the recognition of a tax benefit or an additional charge to the tax provision. During the year ended December 31, 2022, we recognized liabilities associated with uncertain tax positions around our subsidiary Salem Communications Holding Company’s Pennsylvania tax filing. The position taken on the tax returns follows Pennsylvania Notice 2016-01 through 2020. |
Effective Tax Rate | Effective Tax Rate Our provision for income tax as a percentage of operating income before taxes, or our effective tax rate, may be impacted by: (1) changes in the level of income in any of our taxing jurisdictions; (2) changes in statutes and rules applicable to taxable income in the jurisdictions in which we operate; (3) changes in the expected outcome of income tax audits; (4) changes in the estimate of expenses that are not deductible for tax purposes; (5) income taxes in certain states where the states’ current taxable income is dependent on factors other than consolidated net income; (6) the addition of operations in states that on average have different income tax rates from states in which we currently operate; and (7) the effect of previously reported temporary differences between the and financial reporting bases of assets and liabilities. Our annual effective tax rate may also be materially impacted by tax expense associated with non-amortizable |
Business Acquisitions | Business Acquisitions We account for business acquisitions in accordance with the acquisition method of accounting as specified in FASB ASC Topic 805 Business Combinations earn-out Acquisitions may include contingent consideration, the fair value of which is estimated as of the acquisition date as the present value of the contingent payments expected to be made using a weighted probability of possible payments. The unobservable inputs used in the determination of the fair value of the contingent earn-out consideration include our own assumptions about the likelihood of payment based on the established benchmarks and discount rates based on our internal rate of return analysis. The fair value measurement is based on significant inputs that are not observable in the market and thus represent a Level 3 measurement as defined in Note 12, Fair Value Measurements and Disclosures. We may retain a third-party appraiser to estimate the fair value of the acquired net assets as of the acquisition date. As part of the valuation and appraisal process, the third-party appraiser prepares a report assigning estimated fair values to the various assets acquired. These fair value estimates are subjective in nature and require careful consideration and judgment. Management reviews the third-party reports for reasonableness of the assigned values. We believe that these valuations and analysis provide appropriate estimates of the fair value for the net assets acquired as of the acquisition date. The initial valuations for business acquisitions are subject to refinement during the measurement period, which may be up to one year from the acquisition date. During this measurement period, we may retroactively record adjustments to the net assets acquired based on additional information obtained for items that existed as of the acquisition date. Upon the conclusion of the measurement period, any adjustments are reflected in our Consolidated Statements of Operations. To date, we have not recorded adjustments to the estimated fair values used in our business acquisition consideration during or after the measurement period. Costs associated with business acquisitions, such as consulting and legal fees, are expensed as incurred. We incurred acquisition related costs of $ million and million in each of the years ended December 31, 2022, and 2021. Property and equipment are recorded at the estimated fair value and depreciated on a straight-line basis over their estimated useful lives. Finite-lived intangible assets are recorded at their estimated fair value and amortized on a straight-line basis over their estimated useful lives. Goodwill, which represents the organizational systems and procedures in place to ensure the effective operation of the entity, may Transactions that do not meet the definition of a business are recorded as asset purchases. Asset purchases are recognized based on their cost to acquire, including transaction costs. The cost to acquire an asset group is allocated to the individual assets acquired based on their relative fair value with no goodwill recognized. A majority of our radio station acquisitions have consisted primarily of the FCC licenses to broadcast in a particular market with a substantial portion of the purchase price allocated to the broadcast license. We often do not acquire the existing format, or we change the format upon acquisition. As a result, we account for the majority of our radio station acquisitions as asset purchases. |
Partial Self-Insurance on Employee Health Plan | Partial Self-Insurance on Employee Health Plan We provide health insurance benefits to eligible employees under a self-insured plan whereby we pay actual medical claims subject to certain stop loss limits. We record self-insurance liabilities based on actual claims filed and an estimate of those claims incurred but not reported. Our estimates are based on historical data and probabilities. Any projection of losses concerning our liability is subject to a high degree of variability. Among the causes of this variability are unpredictable external factors such as future inflation rates, changes in severity, benefit level changes, medical costs, and claim settlement patterns. Should the actual amount of claims increase or decrease beyond what was anticipated, we may adjust our future reserves. We have not modified our estimate methodology and we have not historically recognized significant losses from changes in our estimates. The following table presents the changes in our partial self-insurance reserves: Year Ended December 31, 2021 2022 (Dollars in thousands) Balance, beginning of period $ 543 $ 517 Self-funded costs 7,783 8,957 Claims paid (7,809 ) (8,626 ) Ending period balance $ 517 $ 848 |
Fair Value Measurements and Disclosures | Fair Value Measurements and Disclosures As of December 31, 2022, the carrying value of cash and cash equivalents, accounts receivables, accounts payable, accrued expenses and accrued interest approximates fair value due to the short-term nature of such instruments. The carrying value of the ABL Facility approximates fair value as the related interest rates approximate rates currently available to the company. The carrying amount of our long-term debt at December 31, 2022, was $153.8 million, compared to the estimated fair value of $141.2 million based on prevailing interest rates and trading activity for our long-term debt. See Note 12, Fair Value Measurements and Disclosures. |
Long-term Debt and Debt Covenant Compliance | Long-term Debt and Debt Covenant Compliance Our classification of outstanding borrowings on our 2024 Notes and 2028 Notes as long-term debt on our balance sheet is based on our assessment that, under the indentures and after considering our projected operating results and cash flows for the coming year, no principal payments are required to be made within the next twelve months. We may redeem the 2024 Notes and 2028 Notes, in whole or in part, at the redemption prices (expressed as percentages of the principal amount to be redeemed) set forth in the 2024 Notes and 2028 Notes, plus accrued and unpaid interest, if any, up to, but not including, the redemption date. See Note 11, Long-Term Debt. |
Reserves for Royalty Advances | Reserves for Royalty Advances Royalties are paid in advance to book authors and capitalized as prepaid assets. Royalties are expensed as the related book revenue is earned or when we determine that future recovery of the royalty is not likely. We review historical data associated with royalty advances, earnings and recoverability based on actual results of Regnery ® |
Contingency Reserves | Contingency Reserves In the ordinary course of business, we are involved in various legal proceedings, lawsuits, arbitrations, and other claims which are complex in nature and have outcomes that are difficult to predict. Consequently, we are unable to ascertain the ultimate aggregate amount of monetary liability or the financial impact with respect to these matters. We record contingency reserves to the extent we conclude that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. The establishment of the reserve is based on a review of all relevant factors, the advice of legal counsel, and the subjective judgment of management. The reserves we have recorded to date have not been material to our consolidated financial position, results of operations, or cash flows. We believe that our estimates and assumptions are reasonable and that our reserves are accurately reflected. While we believe that the final resolution of any known matters, individually and in the aggregate, will not have a material adverse effect upon our consolidated financial position, results of operations, or cash flows, it is possible that we could incur additional losses. We maintain insurance that may provide coverage for such matters. Future claims against us, whether meritorious or not, could have a material adverse effect upon our consolidated financial position, results of operations or cash flows, including losses due to costly litigation and losses due to matters that require significant amounts of management time that can result in the diversion of significant operational resources. See Note 14, Commitments and Contingencies. |
Revenue Recognition | Revenue Recognition We recognize revenue in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers. Significant management judgments and estimates must be made in connection with determining the amount of revenue to be recognized in any accounting period. We must assess the promises within each sales contract to determine if they are distinct performance obligations. Once the performance obligation(s) are determined, the transaction price is allocated to the performance obligation(s) based on a relative standalone selling price basis. If a sales 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 standalone selling price. If the stand-alone selling price is not determinable, an estimate is used. We make significant estimates related to variable consideration at the point of sale, including estimates for refunds and product returns. |
Stock-Based Compensation | Stock-Based Compensation We account for stock-based compensation under the provisions of FASB ASC Topic 718, Compensation—Stock Compensation expected term of the options granted. The exercise price for options is equal to the closing market price of Salem Media Group common stock as of the date of the grant. We use the straight-line attribution method to recognize share-based compensation costs over the expected service period of the award. Upon exercise, cancellation, forfeiture, or expiration of stock options, or upon vesting or forfeiture of restricted stock awards, deferred tax assets for options and restricted stock awards with multiple vesting dates are eliminated for each vesting period on a first-in, first-out |
Advertising and Promotional Cost | Advertising and Promotional Cost Costs of media advertising and associated production costs are expensed as incurred and amounted to approximately $11.0 million and $10.6 million for each of the years ended December 31, 2022, and 2021, respectively. |
Leases | Leases We account for leases under the provisions of FASB ASC Topic 842, Leases Accounting Policy Elections under FASB ASC Topic 842 Leases Lease Term The lease term can materially impact the value of the Right-of-Use Lease Payments Lease payments consist of the following payments (as applicable) related to the use of the underlying asset during the lease term: • Fixed payments, including in substance fixed payments, less any lease incentives paid or payable to the lessee. • Variable lease payments that depend on an index or a rate, such as the Consumer Price Index or a market interest rate. • The exercise price of an option to purchase the underlying asset if the lessee is reasonably certain to exercise that option. • Payments for penalties for terminating the lease if the lease term reflects the lessee exercising an option to terminate the lease. • Fees paid by the lessee to the owners of a special-purpose entity for structuring the transaction. • For a lessee only, amounts probable of being owed by the lessee under residual value guarantees. Short-Term Lease Exemption We exclude short-term leases, or leases with a term of twelve months or less that do not contain a purchase option that we are reasonably certain to exercise, from our ROU asset and lease liability calculations. We consider the applicability of the short-term exception on month-to-month month-to-month one-month We believe that these month-to-month month-to-month Service Agreements with an Embedded Lease Component We exclude certain service agreements that contain embedded leases for equipment based on the immaterial impact of these agreements. Our analysis includes cable and satellite television service agreements for which our monthly payment may include equipment rentals, coffee and water service at certain facilities that may include equipment rentals (we often meet minimum requirements and just pay for product used), security services that include a monthly fee for cameras or equipment, and other similar arrangements. Based on the insignificant amount of the monthly lease costs, we exclude these agreements from our ROU asset and liability calculations due to the immaterial impact to our financial statements. Incremental Borrowing Rate The ROU asset and related lease liabilities recorded under FASB ASC Topic 842 are calculated based on the present value of the lease payments using (1) the rate implicit in the lease or (2) the lessee’s IBR, defined as the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. As most leases do not provide an implicit rate, we estimate the IBR applicable to Salem using significant judgement and estimates, including the estimated value of the underlying leased asset, and the (a) credit history of Salem Media Group, (b) the credit worthiness of Salem Media Group, (c) the class of the underlying asset and the remaining term of the arrangement, and (d) the debt incurred under the lease liability as compared to amounts that would be borrowed. We developed a matrix to estimate the IBR for each lease class. We review the IBR estimates on a quarterly basis and update as necessary. Our analysis requires the use of significant judgement and estimates, including the estimated value of the underlying leased asset. We have not modified our estimate methodology and we have not recognized significant changes in our estimates. Portfolio Approach We apply a portfolio approach by applying a single IBR to leases with reasonably similar characteristics, including the remaining lease term, the underlying assets, and the economic environment. We believe that applying the portfolio approach is acceptable because the results do not materially differ from the application of the leases model to the individual leases in that portfolio. Sales Taxes and Other Similar Taxes We do not evaluate whether sales taxes or other similar taxes imposed by a governmental authority on a specific lease revenue-producing transaction that are collected by the lessor from the lessee are the primary obligation of the lessor as owner of the underlying leased asset. A lessor that makes this election will exclude these taxes from the measurement of lease revenue and the associated expense. Taxes assessed on a lessor’s total gross receipts or on the lessor as owner of the underlying asset (e.g., property taxes) are excluded from the scope of the policy election. A lessor must apply the election to all taxes in the scope of the policy election and would provide certain disclosures. Separating Consideration between Lease and Non-Lease We include the lease and non-lease non-lease Contracts that include lease and non-lease non-lease Accounting for a lease component of a contract and its associated non-lease |
Leasehold Improvements | Leasehold Improvements We may construct or otherwise invest in leasehold improvements to properties. The costs of these leasehold improvements are capitalized and depreciated over the shorter of the estimated useful life of the improvement or the lease term including anticipated renewal periods. |
(Gain) Loss on the Disposition of Assets | (Gain) Loss on the Disposition of Assets We record gains or losses on the disposition of assets equal to the proceeds, if any, as compared to the net book value. Exchange transactions are accounted for in accordance with FASB ASC Topic 845 Non-Monetary |
Discontinued Operations | Discontinued Operations We regularly review underperforming assets to determine if a sale or disposal might be a better way to monetize the assets. When a station, group of stations, or other asset group is considered for sale or disposal, we review the transaction to determine if or when the entity qualifies as a discontinued operation in accordance with the criteria of FASB ASC Topic 205-20 Discontinued Operations |
Basic and Diluted Net Earnings Per Share | Basic and Diluted Net Earnings Per Share Basic net earnings per share have been computed using the weighted average number of Class A and Class B shares of common stock outstanding during the period. Diluted net earnings per share is computed using the weighted average number of shares of Class A and Class B common stock outstanding during the period plus the dilutive effects of stock options. Options to purchase 1,706,340 and 1,925,417 shares of Class A common stock were outstanding at December 31, 2022, and 2021. Diluted weighted average shares outstanding exclude outstanding stock options whose exercise price is in excess of the average price of the company’s stock price. These options are excluded from the respective computations of diluted net income or loss per share because their effect would be anti-dilutive. The following table sets forth the shares used to compute basic and diluted net earnings per share for the periods indicated: Year Ended December 31, 2021 2022 Weighted average shares 26,892,540 27,206,434 Effect of dilutive securities–- stock options 404,078 — Weighted average shares adjusted for dilutive securities 27,296,618 27,206,434 |
Segments | Segments We have three operating segments: (1) Broadcast, (2) Digital Media, and (3) Publishing, which also qualify as reportable segments. Our operating segments reflect how our chief operating decision makers, which we define as a collective group of senior executives, assesses the performance of each operating segment, and determines the appropriate allocations of resources to each segment. We continually review our operating segment classifications to align with operational changes in our business and may make changes as necessary. We measure and evaluate our operating segments based on operating income and operating expenses that do not include allocations of costs related to corporate functions, such as accounting and finance, human resources, legal, tax and treasury, which are reported as unallocated corporate expenses in our consolidated statements of operations included in this annual report. We also exclude costs such as amortization, depreciation, taxes, and interest expense. |
Variable Interest Entities | Variable Interest Entities We may enter into agreements or investments with other entities that could qualify as Variable Interest Entities (“VIEs”) in accordance with FASB ASC Topic 810 Consolidation. re-evaluate We may enter into lease arrangements with entities controlled by our principal stockholders or other related parties. We believe that the requirements of FASB ASC 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 December 31, 2022, we did not have implicit or explicit arrangements that required consolidation under the guidance in FASB ASC Topic 810. |
Concentrations of Business Risks | Concentrations of Business Risks We derive a substantial part of our total revenue from the sale of advertising. For the years ended December 31, 2022, and 2021, 28.4% and 29.2%, respectively, of our total broadcast revenue was generated from the sale of broadcast advertising. We are particularly dependent on revenue from stations in the Los Angeles and Dallas markets, which generated 12.8% and 19.3% of the total broadcast advertising revenue for the year ended December 31, 2022, and 13.6% and 21.1% of the total broadcast advertising revenue for the year ended |
Concentrations of Credit Risks | Concentrations of Credit Risks Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents; accounts receivable and derivative instruments. We place our cash and cash equivalents with high quality financial institutions. Such balances may be in excess of the Federal Deposit Insurance Corporation insured limits. To manage the related credit exposure, we continually monitor the credit worthiness of the financial institutions where we have deposits. Concentrations of credit risk with respect to accounts receivable are limited due to the wide variety of customers and markets in which we provide services, as well as the dispersion of our operations across many geographic areas. We perform ongoing credit evaluations of our customers, but generally do not require collateral to support customer receivables. We establish an allowance for doubtful accounts based on various factors including the credit risk of specific customers, age of receivables outstanding, historical trends, economic conditions, and other information. Historically, our bad debt expense has been within management’s expectations. These estimates require the use of judgment as future events, and the effect of these events cannot be predicted with certainty. The estimates will change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update our assumptions and estimates on an ongoing basis and we may consult outside experts to assist as considered necessary. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to accounting principles are established by the FASB in the form of Accounting Standards Update (“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 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. Accounting Standards Adopted in 2022 In November 2021, the FASB issued ASU No. 2021-10, Disclosures by Business Entities about Government Assistance No. 2021-10 Recent Accounting Standards or Update Not Yet Effective In September 2022, the FASB issued ASU 2022-04 , Liabilities – Supplier Finance 405-50): Disclosure o Supplier Finance Program Obligations In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820) Fair Value Measurement of Equity Securities Subject to Contractual Sales Restrictions restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The ASU is effective January 1, 2024, and is to be applied prospectively with early adoption permitted. We do not expect the adoption of this ASU to have a material impact on our consolidated financial position, results of operations, cash flows, or presentation thereof. In March 2022, the FASB issued ASU 2022-02, Troubled Debt Restructurings (“TDRs”) and Vintage Disclosures Financial Instruments – Credit Losses In October 2021, 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers 606 |
Equity Method Investment | Equity Method Investment We invested in OPA, an entity formed for the purpose of developing, producing, and distributing a documentary motion picture. We analyzed our investment to determine the degree to which we influenced OPA. The determination of the degree to which we can influence an investee requires extensive analysis depending on the terms and nature of each investment. We reviewed OPA in accordance with ASC Topic 810 discussed above. Based on our analysis using the variable interest model, we determined that OPA was a VIE, but because we did not have a controlling financial interest, we were not the primary beneficiary of OPA. Accordingly, we accounted for our investment in OPA in accordance with FASB ASC Topic 323-30 , Investments – Equity Method and Joint Ventures We recorded our equity method investment at cost with subsequent adjustments to the carrying value for our share of the earnings or losses of OPA. Distributions received from the equity method investment were recorded as reductions in the carrying value of such investment and are classified on the statement of cash flows pursuant to the cumulative earnings approach. Under the cumulative earnings approach, distributions received are accounted for as a return on investment in cash inflows from operating activities unless the cumulative distributions received exceed the cumulative equity in earnings recognized from the investment. When such an excess occurs, the current period distributions up to this excess are considered returns of investment and are classified as cash inflows from investing activities. We monitor equity method investments for impairment and record a reduction in the carrying value if the carrying exceeds the estimated fair value. An impairment charge is recorded when such impairment is deemed to be other than temporary. To determine whether an impairment is other than temporary, we consider our ability and intent to hold the investment until the carrying amount is fully recovered. Circumstances that indicate an impairment may have occurred include factors such as decreases in quoted market prices or declines in the operations of the investee. The evaluation of the investment for potential impairment requires us to exercise significant judgment and to make certain assumptions. The use of different judgments and assumptions could result in different conclusions. There were no indications of impairment at December 31, 2022. The documentary motion picture, 2000 Mules |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Depreciation Using the Straight-line Method over Estimated Useful Lives | Depreciation is computed using the straight-line method over estimated useful lives as follows: Category Estimated Life Buildings 40 years Office furnishings and equipment 5 -10 years Antennae, towers and transmitting equipment 10 – Studio, production, and mobile equipment 5 – Computer software and website development costs 3 years Automobiles 5 years Leasehold improvements Lesser of the useful life or |
Summary of Intangibles are Amortized Using the Straight-line Method over Estimated Useful Lives | These intangibles are amortized using the straight-line method over the following estimated useful lives: Category Estimated Life Customer lists and contracts Lesser of 5 years or the Domain and brand names 5 -7 Favorable and assigned leases Lease Term Subscriber base and lists 3 – Author relationships 1 – Non-compete Life of the contract |
Schedule of Partial Self Insurance Reserve | The following table presents the changes in our partial self-insurance reserves: Year Ended December 31, 2021 2022 (Dollars in thousands) Balance, beginning of period $ 543 $ 517 Self-funded costs 7,783 8,957 Claims paid (7,809 ) (8,626 ) Ending period balance $ 517 $ 848 |
Shares Used to Compute Basic and Diluted Net Earning Per Share | The following table sets forth the shares used to compute basic and diluted net earnings per share for the periods indicated: Year Ended December 31, 2021 2022 Weighted average shares 26,892,540 27,206,434 Effect of dilutive securities–- stock options 404,078 — Weighted average shares adjusted for dilutive securities 27,296,618 27,206,434 |
Recent Transactions (Tables)
Recent Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Repurchases of 2024 Notes | We completed repurchases of our 2024 Notes as follows: Date Principal Cash Paid % of Face Bond Issue Net Gain (Dollars in thousands) December 19, 2022 $ 4,650 $ 4,557 98.00 % $ 57 $ 36 December 14, 2022 1,000 965 96.50 % 5 30 June 13, 2022 5,000 4,947 98.95 % 35 18 June 10, 2022 3,000 2,970 99.00 % 21 9 June 7, 2022 2,464 2,446 99.25 % 17 1 May 17, 2022 2,525 2,500 99.00 % 18 7 January 12, 2022 2,500 2,531 101.26 % 22 (53 ) |
Schedule of Business Acquisitions | A summary of our business acquisitions and asset purchased during the year ended December 31, 2022, none of which were individually or in the aggregate material to our consolidated financial position as of the respective date of acquisition is as follows: Acquisition Date Description Total Consideration (Dollars in December 30, 2022 ISI Publishing (asset acquisition) $425 December 2, 2022 KKOL-AM 508 October 1, 2022 DayTradeSPY (business acquisition) 881 May 2, 2022 Retirement Media (business acquisition) 190 February 15, 2022 WLCC-AM 609 $2,613 |
Disclosure Details Of Purchase Consideration Business Combination | The total purchase price consideration for our business acquisitions and asset purchases during the year ending December 31, 2022, is as follows: Description Total Consideration (Dollars in thousands) Cash payments made upon closing $ 2,172 Escrow deposits paid in prior years 160 Fair value of contingent earn-out 281 Total purchase price consideration $ 2,613 |
Fair value of the net assets acquired | Differences between the preliminary and final valuation could be substantially different from the initial estimate. Net Broadcast Net Digital Media Net Publishing Total (Dollars in thousands) Assets Inventory $ — $ — $ 126 $ 126 Property and equipment 603 166 — 769 Broadcast licenses 514 — — 514 Goodwill — 226 — 226 Customer lists and contracts — 565 — 565 Domain and brand names — 103 — 103 Author relationships — — 299 299 Non-Compete — 11 — 11 $ 1,117 $ 1,071 $ 425 $ 2,613 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | The following table presents our revenues disaggregated by revenue source for each of our operating segments: Year Ended December 31, 2022 Broadcast Digital Media Publishing Consolidated (Dollars in thousands) By Source of Revenue: Block Programming – National $ 53,535 $ — $ — $ 53,535 Block Programming – Local 24,873 — — 24,873 Broadcast Programming Revenue 78,408 — — 78,408 Spot Advertising – National 15,359 — — 15,359 Spot Advertising – Local 42,964 — — 42,964 Network Advertising 21,593 — — 21,593 Broadcast Advertising Revenue 79,916 — — 79,916 Infomercials 735 — — 735 Other Revenue 9,125 — — 9,125 Other Broadcast Revenue 9,860 — — 9,860 Digital Advertising 28,967 17,959 — 46,926 Digital Streaming 5,246 3,591 — 8,837 Digital Downloads 628 7,290 — 7,918 Digital Subscriptions 952 12,654 — 13,606 Other Digital Revenue 1,338 167 — 1,505 Digital Revenue 37,131 41,661 — 78,792 Book Sales — — 14,938 14,938 Estimated Sales Returns & Allowances — — (3,988 ) (3,988 ) Net Book Sales — — 10,950 10,950 E-Book — — 1,358 1,358 Self-Publishing Fees — — 6,717 6,717 Other Publishing Revenue — — 965 965 Publishing Revenue — — 19,990 19,990 $ 205,315 $ 41,661 $ 19,990 $ 266,966 Timing of Revenue Recognition Point in Time $ 203,062 $ 41,661 $ 19,990 $ 264,713 Rental Income (1) 2,253 — — 2,253 $ 205,315 $ 41,661 $ 19,990 $ 266,966 Year Ended December 31, 2021 Broadcast Digital Media Publishing Consolidated (Dollars in thousands) By Source of Revenue: Block Programming – National $ 48,705 $ — $ — $ 48,705 B lock Programming – 24,759 — — 24,759 Broadcast Programming Revenue 73,464 — — 73,464 Spot Advertising – National 14,294 — — 14,294 Spot Advertising – Local 41,672 — — 41,672 Network Advertising 19,789 — — 19,789 Broadcast Advertising Revenue 75,755 — — 75,755 Infomercials 878 — — 878 Other Revenue 9,088 — — 9,088 Other Broadcast Revenue 9,966 — — 9,966 Digital Advertising 25,453 19,648 132 45,233 Digital Streaming 4,730 3,450 — 8,180 Digital Downloads 988 6,642 — 7,630 Digital Subscriptions 1,087 12,228 — 13,315 Other Digital Revenue — 196 — 196 Digital Revenue 32,258 42,164 132 74,554 Book Sales — — 20,455 20,455 Estimated Sales Returns & Allowances — — (5,348 ) (5,348 ) Net Book Sales — — 15,107 15,107 E-Book — — 2,021 2,021 Self-Publishing Fees — — 6,081 6,081 Print Magazine Subscriptions — — 262 262 Other Publishing Revenue — — 1,037 1,037 Publishing Revenue — — 24,508 24,508 $ 191,443 $ 42,164 $ 24,640 $ 258,247 Timing of Revenue Recognition Point in Time $ 188,998 $ 42,164 $ 24,640 $ 255,802 Rental Income (1) 2,445 — — 2,445 $ 191,443 $ 42,164 $ 24,640 $ 258,247 (1) Rental income is not applicable to FASB ASC Topic 606, but shown for the purpose of identifying each revenue source presented in total revenue on our Consolidated Financial Statements within this annual report. |
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, 2022 $ 12,294 $ 2,222 Revenue recognized during the period that was included in the beginning (9,475 ) — Additional amounts recognized during the period 24,563 730 Revenue recognized during the period that was recorded during the period (16,547 ) — Transfers 1,066 (1,066 ) Balance, end of period December 31, 2022 $ 11,901 $ 1,886 Amount refundable at beginning of period $ 12,282 $ 2,222 Amount refundable at end of period $ 11,901 $ 1,886 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | We expect to satisfy these performance obligations as Amount For the Year Ended December 31, (Dollars in thousands) 2023 $ 11,901 2024 1,203 2025 405 2026 122 2027 156 Thereafter — $13,787 |
Trade and Barter Transactions Expenses | Trade and barter revenue and expenses were as follows: Year Ended December 31, 2021 2022 Net broadcast barter revenue $ 2,567 $ 3,031 Net broadcast barter expense $ 2,638 $ 2,839 Net publishing barter expense (5 ) — |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Summary of Categories of Property and Equipment | The following is a summary of the categories of our property and equipment: As of December 31, 2021 2022 (Dollars in thousands) Buildings $ 28,593 $ 28,523 Office furnishings and equipment 36,598 37,162 Antennae, towers and transmitting equipment 77,813 76,950 Studio, production, and mobile equipment 29,498 30,267 Computer software and website development costs 38,271 42,304 Automobiles 1,515 1,633 Leasehold improvements 18,104 19,131 $ 230,392 $ 235,970 As of December 31, 2021 2022 (Dollars in thousands) Less accumulated depreciation $ (186,053 ) $ (191,638 ) 44,339 $ 44,332 Land $ 26,896 27,070 Construction-in-progress 8,104 9,894 $ 79,339 $ 81,296 |
Operating and Finance Lease R_2
Operating and Finance Lease Right-of-Use Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases was a follows: December 31, 2022 (Dollars in thousands) Operating Leases Related Party Other Total Operating leases ROU assets $ 6,486 $ 37,185 $ 43,671 Operating lease liabilities (current) $ 702 $ 7,603 $ 8,305 Operating lease liabilities (non-current) 5,908 36,498 42,406 Total operating lease liabilities $ 6,610 $ 44,101 $ 50,711 Weighted Average Remaining Lease Term Operating leases 7.6 years Finance leases 2.5 years Weighted Average Discount Rate Operating leases 8.34% Finance leases 6.55% |
Components of Lease Expense | The components of lease expense were as follows: Twelve Months Ended December 31, 2022 (Dollars in thousands) Amortization of finance lease ROU Assets $ 60 Interest on finance lease liabilities 7 Finance lease expense 67 Operating lease expense 12,978 Variable lease expense 1,335 Short-term lease expense 559 Total lease expense $ 14,939 |
Schedule of other information related to leases | Supplemental cash flow information related to leases was as follows: Twelve Months Ended (Dollars in thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 13,161 Operating cash flows from finance leases 4 Financing cash flows from finance leases 63 Leased assets obtained in exchange for new operating lease $ 9,675 Leased assets obtained in exchange for new finance lease liabilities 20 |
Schedule of Future Minimum Lease Payments | Future minimum lease payments under leases that had initial or remaining non-cancelable Operating Leases Related Party Other Total Finance Total (Dollars in thousands) 2023 $ 1,392 $ 11,910 $ 13,302 $ 45 $ 13,347 2024 1,314 10,415 11,729 25 11,754 2025 1,341 9,108 10,449 13 10,462 2026 1,249 7,209 8,458 5 8,463 2027 862 4,338 5,200 1 5,201 Thereafter 3,770 20,159 23,929 — 23,929 Undiscounted Cash Flows $ 9,928 $ 63,139 $ 73,067 $ 89 $ 73,156 Less: imputed interest (3,318 ) (19,038 ) (22,356 ) (7 ) (22,363 ) Total $ 6,610 $ 44,101 $ 50,711 $ 82 $ 50,793 Reconciliation to lease liabilities: Lease liabilities – current $ 702 $ 7,603 $ 8,305 $ 43 $ 8,348 Lease liabilities – long-term 5,908 36,498 42,406 39 42,445 Total Lease Liabilities $ 6,610 $ 44,101 $ 50,711 $ 82 $ 50,793 |
Broadcast Licenses (Tables)
Broadcast Licenses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Indefinite-lived Intangible Assets [Line Items] | |
Schedule of Changes in Broadcasting Licenses | The following table presents the changes in broadcasting licenses that include acquisitions and divestitures of radio stations and FM translators as described in Note 3 – Recent Transactions and impairments as described below. Year Ended December 31, 2021 2022 (Dollars in thousands) Balance, beginning of period before cumulative loss on impairment $ 434,209 $ 434,444 Accumulated loss on impairment (114,436 ) (114,436 ) Balance, beginning of period after cumulative loss on impairment 319,773 320,008 Acquisitions of radio station and FM Translators 235 514 Disposition of radio stations and FM translators — (2,763 ) Loss on impairment — (13,985 ) Balance, end of period after cumulative loss on impairment $ 320,008 $ 303,774 Year Ended December 31, 2021 2022 (Dollars in thousands) Balance, end of period before cumulative loss on impairment $ 434,444 $ 429,890 Accumulated loss on impairment (114,436 ) (126,116 ) Balance, end of period after cumulative loss on impairment $ 320,008 $ 303,774 |
Schedule Of Carrying Value and Fair Value of Broadcast Licenses | The table below presents the percentage within a range by which our latest start-up Geographic Market Clusters as of December 31, 2022 ≤ 25% >26%-50% >51% to 75% > +than 76% Number of accounting units 13 2 1 1 Broadcast license carrying value (in thousands) 186,366 7,692 24,580 6,092 The table below shows the percentage within a range by which our prior year estimated fair value exceeded the carrying value of our broadcasting licenses for these twelve market clusters: Geographic Market Clusters as of December 31, 2022 ≤ 25% >26%-50% >51% to 75% > +than 76% Number of accounting units — 1 4 7 Broadcast license carrying value (in thousands) — 7,004 52,489 21,552 |
Schedule of Estimates and Assumptions Used in the Start - Up Income Valuation for Broadcast Licenses | The assumptions used reflect those of a hypothetical market participant and not necessarily the actual or projected results of Salem. The key estimates and assumptions used in the start-up follows: Broadcast Licenses December 31, 2021 June 30, 2022 September 30, 2022 December 31, 2022 Risk-adjusted discount rate 8.5% 9.5% 9.5% 9.5% Operating profit margin ranges 3.9% - 3.9% - 3.9% - 3.9% - Long-term revenue growth rates 0.4% - 0.4% - 0.4% - 0.7% 0.4% |
Schedule of Interim Impairment Testing Under Start-Up Income Approach | The table below presents the results of our annual impairment testing under the start-up Market Cluster Estimated Excess Fair Value December 31, 2022 Boston, MA 5.4 % Chicago, IL 1.7 % Cleveland, OH 0.1 % Columbus, OH (22.6 )% Dallas, TX 6.9 % Denver, CO 882.2 % Detroit, MI 51.9 % Greenville, SC 0.2 % Honolulu, HI 6.4 % Houston, TX 2278.3 % Little Rock, AR 3.7 % Los Angeles, CA 38.0 % Nashville, TN 453.0 % New York, NY 3.1 % Orlando FL 15.6 % Philadelphia, PA 29.9 % Phoenix, AZ 48.7 % Pittsburgh, PA 198.4 % Portland, OR (2.1 )% Sacramento, CA 0.8 % San Antonio, TX 254.3 % San Francisco, CA (6.3 )% Seattle, WA 903.6 % Tampa, FL 7.2 % Washington, D.C. 165.1 % |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Changes in Goodwill | The following table presents the changes in goodwill including business acquisitions as described in Note 3—Recent Transactions and impairments as described below. Year Ended December 31, 2021 2022 (Dollars in thousands) Balance, beginning of period before cumulative loss on impairment, $ 28,520 $ 28,749 Accumulated loss on impairment (4,763 ) (4,763 ) Balance, beginning of period after cumulative loss on impairment 23,757 23,986 Acquisitions of radio stations 4 — Acquisitions of digital media entities 225 226 Loss on impairment — (127 ) Ending period balance $ 23,986 $ 24,085 Balance, end of period before cumulative loss on impairment 28,749 28,976 Accumulated loss on impairment (4,763 ) (4,891 ) Ending period balance $ 23,986 $ 24,085 |
Broadcast Markets Enterprise Valuations [Member] | |
Carrying Value and Fair Value of Financial Instrument Disclosure | The tables below present the percentage within a range by which the estimated fair value exceeded the carrying value of each of our market clusters, including goodwill: Broadcast Market Clusters as of December 31, 2022 < 10% >11% to 20% >21% to 50% > than 51% Number of accounting units — — — 3 Carrying value including goodwill ( in thousands — — — $ 43,222 |
Schedule of Assumptions Used | The key estimates and assumptions used for our enterprise valuations were as follows: Broadcast Markets Enterprise Valuations December 31, 2021 June 30, 2022 December 31, 2022 Risk-adjusted discount rate 8.5% 9.5% 9.5% Operating profit margin ranges (1.4%) - (7.8%) - 17.2% - 37.3% Long-term revenue growth rates 0.4% 0.4% 0.6% - 0.7% |
Digital Media [Member] | |
Carrying Value and Fair Value of Financial Instrument Disclosure | The table below presents the percentage within a range by which the estimated fair value exceeded the carrying value of the digital media entities, including goodwill. Digital Media Entities as of December 31, 2022 < 10% >10% to 20% >21% to 50% > than 51% Number of accounting units 1 — — — Carrying value including goodwill ( in thousands 3,282 — — — |
Schedule of Assumptions Used | The key estimates and assumptions used for our enterprise valuations were as follows: Digital Media Enterprise Valuations December 31, 2021 June 30, 2022 September 30, 2022 December 31, 2022 Risk adjusted discount rate 9.5% 10.5% 10.5% 10.5% Operating profit margin ranges 25.3% - 28.5% - 29.0% - 0.9% - Long-term revenue growth rates 0.5% 0.5% 0.5% 0.6% |
Publishing [Member] | |
Carrying Value and Fair Value of Financial Instrument Disclosure | The table below presents the percentage within a range by which the estimated fair value exceeded the carrying value of our remaining accounting units, including goodwill. Publishing Entities as of December 31, 2022 Percentage Range by Which Estimated Fair Value Exceeds Carrying Value < 10% >11% to 20% >21% to 50% > than 51% Number of accounting units 1 — — 1 Carrying value including goodwill ( in thousands 1,748 — — 278 |
Schedule of Assumptions Used | The key estimates and assumptions used for our enterprise valuations were as follows: Publishing Enterprise Valuations December 31, 2021 June 30, 2022 September 30, 2022 December 31, 2022 Risk adjusted discount rate 9.5% 10.5% 10.5% 10.5% Operating margin ranges 2.4% - 5.2% 0.5% - 3.0% 0.5% - 2.7% (9.0)% -4.9% Long-term revenue growth rates 0.5% 0.5% 0.5% 0.5% |
Amortizable Intangible Assets (
Amortizable Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Significant Classes of Amortizable Intangible Assets | The following tables provide a summary of our significant classes of amortizable intangible assets: As of December 31, 2022 Cost Accumulated Net (Dollars in thousands) Customer lists and contracts $ 24,186 $ (23,006 ) $ 1,180 Domain and brand names 19,978 (19,704 ) 274 Favorable and assigned leases 2,188 (1,975 ) 213 Subscriber base and lists 8,647 (8,531 ) 116 Author relationships 3,070 (2,771 ) 299 Non-compete 2,052 (2,044 ) 8 Other amortizable intangible assets 1,411 (1,352 ) 59 $ 61,532 $ (59,383 ) $ 2,149 As of December 31, 2021 Cost Accumulated Net (Dollars in thousands) Customer lists and contracts $ 23,700 $ (22,198 ) $ 1,502 Domain and brand names 19,875 (19,421 ) 454 Favorable and assigned leases 2,188 (1,960 ) 228 Subscriber base and lists 8,647 (8,387 ) 260 Author relationships 2,771 (2,771 ) — Non-compete 2,041 (2,041 ) — Other amortizable intangible assets 1,332 (1,332 ) — $ 60,554 $ (58,110 ) $ 2,444 |
Amortizable Intangible Assets, Estimate Amortization Expense | Amortization expense was approximately $1.3 million and $1.9 million for the years ended December 31, 2022, and 2021, respectively. Based on the amortizable intangible assets as of December 31, 2022, we estimate amortization expense for the next five years to be as follows: Year ended December 31, Amortization (Dollars in thousands) 2023 $ 1,077 2024 425 2025 239 2026 129 2027 93 Thereafter 186 Total $ 2,149 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term debt consists of the following: December 31, December 31, (Dollars in thousands) 2028 Notes $ 114,731 $ 114,731 Less unamortized discount and debt issuance costs based on imputed interest rate of 7.64% (3,844 ) (3,253 ) 2028 Notes net carrying value 110,887 111,478 2024 Notes 60,174 39,035 Less unamortized debt issuance costs based on imputed interest rate of 7.10% (480 ) (146 ) 2024 Notes net carrying value 59,694 38,889 Asset-Based Revolving Credit Facility principal outstanding (1) — 8,958 Long-term debt less unamortized discount and debt issuance costs $ 170,581 $ 159,325 Less current portion — 8,958 Long-term debt less unamortized discount and debt issuance costs, net of current portion $ 170,581 $ 150,367 (1) As of December 31, 2022, the Asset-Based Revolving Credit Facility (“ABL”), had a borrowing base of $26.2 million, $9.1 million in outstanding borrowings, and $0.3 million of outstanding letters of credit, resulting in a $16.8 million borrowing base availability. |
Schedule of Debt Instruments Senior Secured Note | Based on the then existing market conditions, we completed repurchases of our 2024 Notes as follows: Date Principal Cash Paid % of Face Bond Issue Net Gain (Dollars in thousands) December 19, 2022 $ 4,650 $ 4,557 98.00 % $ 57 $ 36 December 14, 2022 1,000 965 96.50 % 5 30 June 13, 2022 5,000 4,947 98.95 % 35 18 June 10, 2022 3,000 2,970 99.00 % 21 9 June 7, 2022 2,464 2,446 99.25 % 17 1 May 17, 2022 2,525 2,500 99.00 % 18 7 January 12, 2022 2,500 2,531 101.26 % 22 (53 ) December 10, 2021 35,000 35,591 101.69 % 321 (912 ) October 25, 2021 2,000 2,020 101.00 % 19 (39 ) October 12, 2021 250 251 100.38 % 2 (3 ) October 5, 2021 763 766 100.38 % 7 (10 ) October 4, 2021 628 629 100.13 % 6 (7 ) September 24, 2021 4,700 4,712 100.25 % 44 (56 ) January 30, 2020 2,250 2,194 97.50 % 34 22 January 27, 2020 1,245 1,198 96.25 % 20 27 December 27, 2019 3,090 2,874 93.00 % 48 167 November 27, 2019 5,183 4,548 87.75 % 82 553 November 15, 2019 3,791 3,206 84.58 % 61 524 March 28, 2019 2,000 1,830 91.50 % 37 134 March 28, 2019 2,300 2,125 92.38 % 42 133 February 20, 2019 125 114 91.25 % 2 9 February 19, 2019 350 319 91.25 % 7 24 February 12, 2019 1,325 1,209 91.25 % 25 91 January 10, 2019 570 526 92.25 % 9 35 December 21, 2018 2,000 1,835 91.75 % 38 127 December 21, 2018 1,850 1,702 92.00 % 35 113 December 21, 2018 1,080 999 92.50 % 21 60 November 17, 2018 1,500 1,357 90.50 % 29 114 May 4, 2018 4,000 3,770 94.25 % 86 144 April 10, 2018 4,000 3,850 96.25 % 87 63 April 9, 2018 2,000 1,930 96.50 % 43 27 $ 103,139 $ 100,471 $ 1,280 $ 1,388 |
Principle Repayment Requirements Under Long Term Agreements Outstanding | Principal repayment requirements under all long-term debt agreements outstanding at December 31, 2022 for each of the next five years and thereafter are as follows: Amount For the Year Ended December 31, (Dollars in thousands) 2023 $ 8,958 2024 39,035 2025 — 2026 — 2027 — Thereafter 114,731 $ 162,724 |
Fair Value Measurements and D_2
Fair Value Measurements and Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities Measured at Fair Value | The following table summarizes the fair value of our financial assets and liabilities that are measured at fair value: December 31, 2022 Carrying Fair Value Measurement Level 1 Level 2 Level 3 (Dollars in thousands) Liabilities: Estimated fair value of contingent earn-out $ 288 — — $ 288 Long-term debt less unamortized discount and debt issuance costs 150,367 — 149,037 — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Consolidated Provision for Income Taxes | The consolidated provision for income taxes is as follows: Year Ended December 31, 2021 2022 (Dollars in thousands) Current: Federal $ — $ — State 1,112 (113 ) 1,112 (113 ) Deferred: Federal (1,277 ) (1,551 ) State (594 ) 1,272 (1,871 ) (279 ) Benefit from income taxes $ (759) $ (392) |
Schedule of Consolidated Deferred Tax Asset and Liability | Consolidated deferred tax assets and liabilities consist of the following: As of December 31, 2021 2022 (Dollars in thousands) Deferred tax assets: Financial statement accruals not currently deductible $ 2,738 $ 1,977 Allowance for bad debt reserve 3,399 2,075 Net operating loss, AMT credit and other carryforwards 35,290 35,846 State taxes 216 60 Operating lease liabilities 13,596 13,224 Other 3,965 5,869 Total deferred tax assets 59,204 59,051 Valuation allowance for deferred tax assets (39,135 ) (39,950 ) Net deferred tax assets $ 20,069 $ 19,101 Deferred tax liabilities: Excess of net book value of property and equipment and software for financial reporting purposes over tax basis $ 145 $ 13 Excess of net book value of intangible assets for financial reporting purposes over tax basis 75,747 74,524 Operating lease right-of-use 11,189 11,296 Total deferred tax liabilities 87,081 85,833 Net deferred tax liabilities $ (67,012 ) $ (66,732 ) |
Schedule of Reconciliation of Net Deferred Tax Liabilities to Financial Instrument | The following table reconciles the above net deferred tax liabilities to the financial statements: As of December 31, 2021 2022 (Dollars in thousands) Deferred income tax asset per balance sheet $ — $ — Deferred income tax liability per balance sheet (67,012 ) (66,732 ) $ (67,012 ) $ (66,732 ) |
Schedule of Reconciliation of Statutory Federal Income Tax Rate to Provision for Income Tax | A reconciliation of the statutory federal income tax rate to the benefit from income tax is as follows: Year Ended December 31, 2021 2022 (Dollars in thousands) Statutory federal income tax (statutory tax rate) $ 8,559 $ (762 ) Effect of state taxes, net of federal 643 892 Permanent items 172 217 PPP loan forgiveness (2,351 ) — State rate change 531 (1,064 ) Valuation allowance (8,903 ) (626 ) Stock based compensation cancellation 181 38 Other, net 409 913 Benefit from income taxes $ (759 ) $ (392 ) |
Stock Incentive Plan (Tables)
Stock Incentive Plan (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock-Based Compensation Expense Recognized | The following table reflects the components of stock-based compensation expense recognized in the Consolidated Statements of Operations for the years ended December 31, 2022, and 2021: Year Ended December 31, 2021 2022 (Dollars in thousands) Stock option compensation expense included in unallocated corporate expenses $ 99 $ 83 Restricted stock shares compensation expense included in corporate expenses — 54 Stock option compensation expense included in broadcast operating expenses 123 88 Stock option compensation expense included in digital media operating expenses 97 59 Total stock-based compensation expense, pre-tax $ 319 $ 284 Tax expense from stock-based compensation expense (83 ) (74 ) Total stock-based compensation expense, net of tax $ 236 $ 210 |
Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Valuation Model | The weighted-average assumptions used to estimate the fair value of the stock options using the Black-Scholes valuation model were as follows for the years ended December 31, 2022, and 2021: Year Ended Year Ended Expected volatility 75.98 % 85.06 % Expected dividends — % — % Expected term (in years) 7.8 9.0 Risk-free interest rate 1.03 % 1.97 % |
Schedule of Stock Option Activity | Activity with respect to the company’s option awards during the two years ended December 31, 2022, is as follows (Dollars in thousands, except weighted average exercise price and weighted average grant date fair value): Options Shares Weighted Weighted Weighted Average Aggregate Outstanding at January 1, 2021 2,291,020 $ 3.23 $ 1.52 4.3 years $ — Granted 270,000 2.14 1.55 — Exercised (475,657 ) 2.31 1.08 728 Forfeited or expired (159,946 ) 6.71 4.70 — Outstanding at December 31, 2021 1,925,417 3.01 1.37 4.4 years $ 1,310 Exercisable at December 31, 2021 924,292 4.25 1.93 2.4 years 83 Expected to Vest 950,568 3.05 1.38 4.4 years $ 1,248 Outstanding at January 1, 2022 1,925,417 $ 3.01 $ 1.37 4.4 years $ 1,310 Granted 127,500 3.01 2.44 — Exercised (42,913 ) 2.27 1.12 52 Forfeited or expired (303,664 ) 5.16 2.75 3 Outstanding at December 31, 2022 1,706,340 2.68 1.23 4.2 years $ — Exercisable at December 31, 2022 968,590 3.30 1.37 2.6 years — Expected to Vest 700,494 2.70 1.24 4.2 years $ — |
Schedule of Information Regarding Restricted Stock Activity | Activity with respect to the company’s restricted stock awards during the year ended December 31, 2022, is as follows: Restricted Stock Awards Shares Weighted Weighted Aggregate Non-Vested 107,990 $ 1.85 1.67 years $ 156 Granted — — — — Lapse of restrictions (107,990 ) 1.85 — 200 Forfeited or expired — — — — Outstanding at December 31, 2021 — $ — — $ — Non-Vested — $ — — $ — Granted 14,854 3.66 — 54 Lapse of restrictions — — — — Forfeited or expired — — — — Outstanding at December 31, 2022 14,854 $ 3.66 1.20 years $ 16 |
Stock Options Outstanding Additional Information | Additional information regarding options outstanding as of December 31, 2022, is as follows: Range of Exercise Prices Options Weighted Average Weighted Exercisable Weighted $ 1.00 - $3.00 904,000 5.4 $ 1.63 266,250 $ 1.54 $ 3.01 - $3.28 455,587 3.9 3.25 355,587 3.25 $ 3.29 - $4.63 63,500 2.7 3.77 63,500 3.77 $ 4.64 - $6.65 278,753 1.1 4.85 278,753 4.85 $ 6.66 - $8.76 4,500 0.4 8.49 4,500 8.49 1,706,340 4.2 $ 2.68 968,590 $ 3.30 |
Segment Data (Tables)
Segment Data (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Data | The table below presents financial information for each operating segment as of December 31, 2022, and 2021 based on the composition of our operating segments: Broadcast Digital Publishing Unallocated Consolidated (Dollars in thousands) Year Ended December 31, 2022 Net revenue $ 205,315 $ 41,661 $ 19,990 $ — $ 266,966 Operating expenses 163,992 33,750 22,142 18,557 238,441 Net operating income (loss) before legal settlement, debt modification costs, depreciation, amortization, change in the estimated fair value of contingent earn-out $ 41,323 $ 7,911 $ (2,152 ) $ (18,557 ) $ 28,525 Legal settlement 4,776 — — — 4,776 Debt modification costs — — — 255 255 Depreciation 6,222 3,775 315 1,027 11,339 Amortization 15 1,257 — — 1,272 Change in the estimated fair value of contingent earn-out — (5 ) — — (5 ) Impairment of indefinite-lived long-term assets other than goodwill 13,985 — — — 13,985 Impairment of goodwill 127 — — — 127 Net (gain) loss on the disposition of assets (8,406 ) — — 30 (8,376 ) Net operating income (loss) $ 24,604 $ 2,884 $ (2,467 ) $ (19,869 ) $ 5,152 Broadcast Digital Publishing Unallocated Consolidated (Dollars in thousands) Year Ended December 31, 2021 Net revenue $ 191,443 $ 42,164 $ 24,640 $ — $ 258,247 Operating expenses 145,720 33,797 23,220 17,483 220,220 Net operating income (loss) before depreciation, amortization, debt modification costs and net (gain) loss on the disposition of assets $ 45,723 $ 8,367 $ 1,420 $ (17,483 ) $ 38,027 Debt modification costs — — — 2,526 2,526 Depreciation 6,186 3,557 210 980 10,933 Amortization 17 1,541 337 — 1,895 Net (gain) loss on the disposition of assets (23,212 ) (83 ) (306 ) 26 (23,575 ) Operating income (loss) $ 62,732 $ 3,352 $ 1,179 $ (21,015 ) $ 46,248 Broadcast Digital Publishing Corporate Consolidated (Dollars in thousands) As of December 31, 2022 Inventories, net $ — $ — $ 1,513 $ — $ 1,513 Property and equipment, net 63,634 7,751 546 9,365 81,296 Broadcast licenses 303,774 — — — 303,774 Goodwill 2,623 20,016 1,446 — 24,085 Amortizable intangible 213 1,637 299 — 2,149 Broadcast Digital Publishing Corporate Consolidated (Dollars in thousands) As of December 31, 2021 Inventories, net $ — $ — $ 960 $ — $ 960 Property and equipment, net 61,694 8,447 746 8,452 79,339 Broadcast licenses 320,008 — — — 320,008 Goodwill 2,750 19,790 1,446 — 23,986 Amortizable intangible assets, net 229 2,215 — — 2,444 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) Segments | Dec. 31, 2022 USD ($) SEGMENTS | Jul. 31, 2021 USD ($) | Mar. 31, 2021 USD ($) | |
Number of operating segments | 3 | 3 | ||
Payroll taxes, specifically employer | $ 3,300 | $ 3,300 | ||
Payroll Protection Plans [Member] | ||||
Long-term Debt, Gross | $ 11,200 | |||
Unforgiven loans payable | $ 20,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Interest Costs Capitalized | $ 0 | $ 0 | |
Capitalized computer software, additions | 3,700 | 2,100 | |
Capitalized computer software, amortization | 2,800 | 2,600 | |
Carrying value of long term debt | 153,800 | ||
Increase in Valuation Allowance Deferred Tax Asset | 900 | ||
Deferred Tax Assets Valuation Allowance | 39,950 | 39,135 | |
Debt instrument, estimated fair value | $ 141,200 | $ 141,200 | |
Option to purchase shares of common stock outstanding | 1,706,340 | 1,925,417 | |
Percentage of total revenue | 28.40% | 29.20% | |
Deferred tax assets operating loss carry forwards domestic | $ 40,000 | ||
Deferred tax assets, operating loss carryforwards, state and local | 20,000 | ||
Deferred tax assets other financial statement accrual assets | 4,300 | ||
Acquisition related costs | 200 | $ 300 | |
Valuation allowance | 40,000 | ||
Domestic Tax Authority [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Valuation allowance | 40,000 | ||
State and Local Jurisdiction [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Valuation allowance | 15,700 | ||
Accounting Standards Update 2016-01 [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Liability recognised for Tax Position | $ 300 | ||
Production Costs [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Marketing and advertising expense | $ 11,000 | $ 10,600 | |
Dallas TX [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of total revenue | 19.30% | 21.10% | |
Los Angeles CA [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Percentage of total revenue | 12.80% | 13.60% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Depreciation Using the Straight-line Method over Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 40 years |
Computer Software and Website Development Costs [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 3 years |
Automobiles [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment, description | Lesser of the useful life or remaining lease term |
Minimum [Member] | Office Furnishings and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 5 years |
Minimum [Member] | Antennae, Towers and Transmitting Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 10 years |
Minimum [Member] | Studio, Production and Mobile Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 5 years |
Maximum [Member] | Office Furnishings and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 10 years |
Maximum [Member] | Antennae, Towers and Transmitting Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 20 years |
Maximum [Member] | Studio, Production and Mobile Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life of property and equipment | 7 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Intangibles are Amortized Using the Straight-line Method over Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
Customer Lists and Contracts [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets, description | Lesser of 5 years or thelife of contract |
Favorable and Assigned Leases [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets, description | Lease Term |
Non-Compete Agreements [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets, description | Life of the contract |
Minimum [Member] | Domain and Brand Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets | 5 years |
Minimum [Member] | Subscriber Base and Lists [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets | 3 years |
Minimum [Member] | Author Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets | 1 year |
Maximum [Member] | Domain and Brand Names [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets | 7 years |
Maximum [Member] | Subscriber Base and Lists [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets | 7 years |
Maximum [Member] | Author Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful life of intangible assets | 7 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Partial Self Insurance Reserve (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Self Insurance [Abstract] | ||
Balance, beginning of period | $ 517 | $ 543 |
Self-funded costs | 8,957 | 7,783 |
Claims paid | (8,626) | (7,809) |
Ending period balance | $ 848 | $ 517 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Shares Used to Compute Basic and Diluted Net Earning Per Share (Detail) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Weighted average shares | 27,206,434 | 26,892,540 |
Effect of dilutive securities — stock options | 0 | 404,078 |
Weighted average shares adjusted for dilutive securities | 27,206,434 | 27,296,618 |
Recent Transactions - Additiona
Recent Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income (Loss) from Equity Method Investments | $ 4,065 | $ 0 | |
Other Receivables [Member] | |||
Related Party Transaction, Amounts of Transaction | $ 100 | ||
Settlement Agreement [Member] | |||
Loss Contingency Accrual | $ 500 | ||
Loss Contingency, Damages Paid, Value | $ 5,300 |
Recent Transactions - Schedule
Recent Transactions - Schedule of Repurchases of 2024 Notes (Detail) - USD ($) $ in Thousands | Dec. 19, 2022 | Dec. 14, 2022 | Jun. 13, 2022 | Jun. 10, 2022 | Jun. 07, 2022 | May 17, 2022 | Jan. 12, 2022 | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument, Redemption [Line Items] | |||||||||
Bond Issue Costs | $ 700 | $ 300 | |||||||
2024 Notes [member] | |||||||||
Debt Instrument, Redemption [Line Items] | |||||||||
Net Gain (Loss) | $ 36 | ||||||||
2024 Notes [member] | December 19, 2022 [Member] | |||||||||
Debt Instrument, Redemption [Line Items] | |||||||||
Debt Instrument, Maturity Date | Dec. 19, 2022 | ||||||||
Principal Repurchased | $ 4,650 | ||||||||
Cash Paid | $ 4,557 | ||||||||
% of Face Value | 98% | ||||||||
Bond Issue Costs | $ 57 | ||||||||
2024 Notes [member] | December 14, 2022 [Member] | |||||||||
Debt Instrument, Redemption [Line Items] | |||||||||
Debt Instrument, Maturity Date | Dec. 14, 2022 | ||||||||
Principal Repurchased | $ 1,000 | ||||||||
Cash Paid | $ 965 | ||||||||
% of Face Value | 96.50% | ||||||||
Bond Issue Costs | $ 5 | ||||||||
Net Gain (Loss) | $ 30 | ||||||||
2024 Notes [member] | June 13, 2022 [Member] | |||||||||
Debt Instrument, Redemption [Line Items] | |||||||||
Debt Instrument, Maturity Date | Jun. 13, 2022 | ||||||||
Principal Repurchased | $ 5,000 | ||||||||
Cash Paid | $ 4,947 | ||||||||
% of Face Value | 98.95% | ||||||||
Bond Issue Costs | $ 35 | ||||||||
Net Gain (Loss) | $ 18 | ||||||||
2024 Notes [member] | June 10, 2022 [Member] | |||||||||
Debt Instrument, Redemption [Line Items] | |||||||||
Debt Instrument, Maturity Date | Jun. 10, 2022 | ||||||||
Principal Repurchased | $ 3,000 | ||||||||
Cash Paid | $ 2,970 | ||||||||
% of Face Value | 99% | ||||||||
Bond Issue Costs | $ 21 | ||||||||
Net Gain (Loss) | $ 9 | ||||||||
2024 Notes [member] | June 7, 2022 [Member] | |||||||||
Debt Instrument, Redemption [Line Items] | |||||||||
Debt Instrument, Maturity Date | Jun. 07, 2022 | ||||||||
Principal Repurchased | $ 2,464 | ||||||||
Cash Paid | $ 2,446 | ||||||||
% of Face Value | 99.25% | ||||||||
Bond Issue Costs | $ 17 | ||||||||
Net Gain (Loss) | $ 1 | ||||||||
2024 Notes [member] | May 17, 2022 [Member] | |||||||||
Debt Instrument, Redemption [Line Items] | |||||||||
Debt Instrument, Maturity Date | May 17, 2022 | ||||||||
Principal Repurchased | $ 2,525 | ||||||||
Cash Paid | $ 2,500 | ||||||||
% of Face Value | 99% | ||||||||
Bond Issue Costs | $ 18 | ||||||||
Net Gain (Loss) | $ 7 | ||||||||
2024 Notes [member] | January 12, 2022 [Member] | |||||||||
Debt Instrument, Redemption [Line Items] | |||||||||
Debt Instrument, Maturity Date | Jan. 12, 2022 | ||||||||
Principal Repurchased | $ 2,500 | ||||||||
Cash Paid | $ 2,531 | ||||||||
% of Face Value | 101.26% | ||||||||
Bond Issue Costs | $ 22 | ||||||||
Net Gain (Loss) | $ (53) |
Recent Transactions - Acquisiti
Recent Transactions - Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 30, 2022 | Dec. 02, 2022 | Oct. 01, 2022 | May 02, 2022 | Feb. 15, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 24,085 | $ 23,986 | $ 23,757 | |||||
Retirement Media [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Productive Assets | $ 200 | |||||||
ISI Publishing [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Productive Assets | $ 400 | |||||||
KKOLAM [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Productive Assets | $ 400 | |||||||
Asset acquisition consideration transferred through escrow account | 100 | $ 1,000 | ||||||
Consideration transferred | $ 500 | |||||||
Daytade Spy [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Productive Assets | $ 600 | |||||||
Payment Of Contingent earn Out Consideration Maturity | 1 year | |||||||
WLCCAM [Member] | FL | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Productive Assets | $ 600 | |||||||
Digital Media [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 2,400 |
Recent Transactions - Summary o
Recent Transactions - Summary of Fair Value of the Net Assets Acquired (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Assets | |
Inventory | $ 126 |
Property and equipment | 769 |
Broadcast licenses | 514 |
Goodwill | 226 |
Customer lists and contracts | 565 |
Domain and brand names | 103 |
Author relationships | 299 |
Non-compete agreements | 11 |
Net assets acquired | 2,613 |
Net Broadcast [Member] | |
Assets | |
Inventory | 0 |
Property and equipment | 603 |
Broadcast licenses | 514 |
Goodwill | 0 |
Customer lists and contracts | 0 |
Domain and brand names | 0 |
Author relationships | 0 |
Non-compete agreements | 0 |
Net assets acquired | 1,117 |
Net digital media assets acquired [Member] | |
Assets | |
Inventory | 0 |
Property and equipment | 166 |
Broadcast licenses | 0 |
Goodwill | 226 |
Customer lists and contracts | 565 |
Domain and brand names | 103 |
Author relationships | 0 |
Net assets acquired | 1,071 |
Net Publishing Assets Acquired [Member] | |
Assets | |
Inventory | 126 |
Property and equipment | 0 |
Broadcast licenses | 0 |
Goodwill | 0 |
Customer lists and contracts | 0 |
Domain and brand names | 0 |
Author relationships | 299 |
Non-compete agreements | 0 |
Net assets acquired | $ 425 |
Recent Transactions - Divestitu
Recent Transactions - Divestitures - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||||
Jun. 27, 2022 USD ($) a | May 25, 2022 USD ($) | Jan. 10, 2022 USD ($) a | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||
Proceeds from sale of productive assets | $ 14,159 | $ 29,278 | |||
Radio Stations [Member] | |||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||
Proceeds from sale of productive assets | $ 4,000 | ||||
Pretax loss on sale of assets | $ 500 | ||||
Phoenix Arizona [Member] | Land [Member] | |||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||
Gain (loss) on disposition of assets | $ 1,800 | ||||
Proceeds from Sale of Real Estate | $ 2,000 | ||||
Area of Land | a | 9.3 | 4.5 | |||
Denver [Member] | Land [Member] | |||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||
Gain (Loss) on Disposition of Property Plant Equipment | $ 6,500 | ||||
Proceeds from Sale of Real Estate | $ 8,200 |
Recent Transactions - Pending T
Recent Transactions - Pending Transactions -Additional Information (Detail) - USD ($) $ in Millions | Feb. 01, 2023 | Jan. 10, 2023 | Jan. 06, 2023 | Dec. 20, 2022 | Sep. 29, 2022 | Sep. 22, 2022 | Aug. 01, 2022 |
George Gilder Report and other digital newsletters and related website assets [Member] | |||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||
Percentage of Purchase Price On Net Revenue | 25% | ||||||
George Gilder Report and other digital newsletters and related website assets [Member] | Subsequent Event [Member] | |||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||
Percentage of Purchase Price On Net Revenue | 25% | ||||||
Radio station K S K Y A M [Member] | WASHINGTON | |||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||
Proceeds from sale of real estate | $ 0.7 | ||||||
Radio Station WWFEAM WRHCAM And Two FM Translator In Miami [Member] | |||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||
Escrow Deposit | $ 0.3 | ||||||
Proceeds from sale of real estate | 5 | ||||||
Radio Station WWFEAM WRHCAM And Two FM Translator In Miami [Member] | FLORIDA | |||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||
Proceeds from sale of real estate | $ 5 | ||||||
WMYMAMand an FM translator [Member] | |||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||
Payments to Acquire Businesses, Gross | $ 3.2 | $ 3 | |||||
WMYMAMand an FM translator [Member] | Land [Member] | Subsequent Event [Member] | |||||||
Summary of Investments, Other than Investments in Related Parties, Reportable Data [Line Items] | |||||||
Related Party Transaction, Amounts of Transaction | $ 2 | $ 1.8 |
Recent Transactions - Disclosur
Recent Transactions - Disclosure Details of Business Acquistion (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Business Combination, Consideration Transferred | $ 2,613 |
ISI Publishing [Member] | |
Business Acquisition [Line Items] | |
Business acquisition, effective date of acquisition | Dec. 30, 2022 |
Business acquisition, description of acquired entity | ISI Publishing (asset acquisition) |
Business Combination, Consideration Transferred | $ 425 |
KKOLAM Seattle, WA [Member] | |
Business Acquisition [Line Items] | |
Business acquisition, effective date of acquisition | Dec. 02, 2022 |
Business acquisition, description of acquired entity | KKOL-AM Seattle, WA (asset acquisition) |
Business Combination, Consideration Transferred | $ 508 |
DayTradeSPY [Member] | |
Business Acquisition [Line Items] | |
Business acquisition, effective date of acquisition | Oct. 01, 2022 |
Business acquisition, description of acquired entity | DayTradeSPY (business acquisition) |
Business Combination, Consideration Transferred | $ 881 |
Retirement Media [Member] | |
Business Acquisition [Line Items] | |
Business acquisition, effective date of acquisition | May 02, 2022 |
Business acquisition, description of acquired entity | Retirement Media (business acquisition) |
Business Combination, Consideration Transferred | $ 190 |
WLCCAM and FM Translator, Tampa, FL [Member] | |
Business Acquisition [Line Items] | |
Business acquisition, effective date of acquisition | Feb. 15, 2022 |
Business acquisition, description of acquired entity | WLCC-AM and FM Translator, Tampa, FL (asset acquisition) |
Business Combination, Consideration Transferred | $ 609 |
Recent Transactions - Summary
Recent Transactions - Summary of Purchase Consideration Business Combination (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Total purchase price consideration | $ 2,613 |
Two Thousand And Twenty One Acquistions [Member] | |
Business Acquisition [Line Items] | |
Cash payments made upon closing | 2,172 |
Escrow deposits paid in prior years | 160 |
Fair value of contingent earn-out consideration | 281 |
Total purchase price consideration | $ 2,613 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) Segments | Dec. 31, 2022 USD ($) SEGMENTS | |
Disaggregation of Revenue [Line Items] | |||
Prepaid commission expense | $ 0.7 | $ 0.7 | $ 0.7 |
Number of operating segments | 3 | 3 | |
Minimum [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Sale of subscription revenue term | 3 months | ||
Maximum [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Sale of subscription revenue term | 2 years |
Revenue Recognition - Reconcili
Revenue Recognition - Reconciliation of Revenue from Segments to Consolidated (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | $ 266,966 | $ 258,247 | |
Rental Income [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | [1] | 2,445 | |
Broadcast Programming [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 78,408 | 73,464 | |
Broadcast Programming [Member] | Block Programming-National [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 53,535 | 48,705 | |
Broadcast Programming [Member] | Block Programming-Local [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 24,873 | 24,759 | |
Broadcast Advertising Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 79,916 | 75,755 | |
Broadcast Advertising Revenue [Member] | Spot Advertising-National [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 15,359 | 14,294 | |
Broadcast Advertising Revenue [Member] | Spot Advertising-Local [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 42,964 | 41,672 | |
Broadcast Advertising Revenue [Member] | Network Advertising [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 21,593 | 19,789 | |
Other Broadcast Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 9,860 | 9,966 | |
Other Broadcast Revenue [Member] | Infomercials [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 735 | 878 | |
Other Broadcast Revenue [Member] | Other Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 9,125 | 9,088 | |
Digital Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 78,792 | 74,554 | |
Digital Revenue [Member] | Digital Advertising [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 46,926 | 45,233 | |
Digital Revenue [Member] | Digital Streaming [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 8,837 | 8,180 | |
Digital Revenue [Member] | Digital Downloads [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 7,918 | 7,630 | |
Digital Revenue [Member] | Digital Subscriptions [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 13,606 | 13,315 | |
Digital Revenue [Member] | Other Digital Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 1,505 | 196 | |
Publishing Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 19,990 | 24,508 | |
Publishing Revenue [Member] | Self-Publishing fees [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 6,717 | 6,081 | |
Publishing Revenue [Member] | Book Sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 14,938 | 20,455 | |
Publishing Revenue [Member] | Estimated Sales Returns And Allowances [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | (3,988) | (5,348) | |
Publishing Revenue [Member] | Net Book Sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 10,950 | 15,107 | |
Publishing Revenue [Member] | EBook Sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 1,358 | 2,021 | |
Publishing Revenue [Member] | Other Publishing Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 965 | 1,037 | |
Publishing Revenue [Member] | Print Magazine Subscriptions [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 262 | ||
Timing Of Revenue Recognition [Member] | Rental Income [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | [1] | 2,253 | |
Transferred at Point in Time [Member] | Point In Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 255,802 | ||
Transferred at Point in Time [Member] | Timing Of Revenue Recognition [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 264,713 | ||
Broadcast Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 205,315 | 191,443 | |
Broadcast Revenue [Member] | Rental Income [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | [1] | 2,445 | |
Broadcast Revenue [Member] | Broadcast Programming [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 78,408 | 73,464 | |
Broadcast Revenue [Member] | Broadcast Programming [Member] | Block Programming-National [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 53,535 | 48,705 | |
Broadcast Revenue [Member] | Broadcast Programming [Member] | Block Programming-Local [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 24,873 | 24,759 | |
Broadcast Revenue [Member] | Broadcast Advertising Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 79,916 | 75,755 | |
Broadcast Revenue [Member] | Broadcast Advertising Revenue [Member] | Spot Advertising-National [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 15,359 | 14,294 | |
Broadcast Revenue [Member] | Broadcast Advertising Revenue [Member] | Spot Advertising-Local [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 42,964 | 41,672 | |
Broadcast Revenue [Member] | Broadcast Advertising Revenue [Member] | Network Advertising [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 21,593 | 19,789 | |
Broadcast Revenue [Member] | Other Broadcast Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 9,860 | 9,966 | |
Broadcast Revenue [Member] | Other Broadcast Revenue [Member] | Infomercials [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 735 | 878 | |
Broadcast Revenue [Member] | Other Broadcast Revenue [Member] | Other Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 9,125 | 9,088 | |
Broadcast Revenue [Member] | Digital Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 37,131 | 32,258 | |
Broadcast Revenue [Member] | Digital Revenue [Member] | Digital Advertising [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 28,967 | 25,453 | |
Broadcast Revenue [Member] | Digital Revenue [Member] | Digital Streaming [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 5,246 | 4,730 | |
Broadcast Revenue [Member] | Digital Revenue [Member] | Digital Downloads [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 628 | 988 | |
Broadcast Revenue [Member] | Digital Revenue [Member] | Digital Subscriptions [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 952 | 1,087 | |
Broadcast Revenue [Member] | Digital Revenue [Member] | Other Digital Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 1,338 | 0 | |
Broadcast Revenue [Member] | Publishing Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 0 | ||
Broadcast Revenue [Member] | Publishing Revenue [Member] | Other Publishing Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 0 | ||
Broadcast Revenue [Member] | Timing Of Revenue Recognition [Member] | Rental Income [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | [1] | 2,253 | |
Broadcast Revenue [Member] | Transferred at Point in Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 188,998 | ||
Broadcast Revenue [Member] | Transferred at Point in Time [Member] | Timing Of Revenue Recognition [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 203,062 | ||
Digital [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 41,661 | 42,164 | |
Digital [Member] | Rental Income [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 0 | ||
Digital [Member] | Digital Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 41,661 | 42,164 | |
Digital [Member] | Digital Revenue [Member] | Digital Advertising [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 17,959 | 19,648 | |
Digital [Member] | Digital Revenue [Member] | Digital Streaming [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 3,591 | 3,450 | |
Digital [Member] | Digital Revenue [Member] | Digital Downloads [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 7,290 | 6,642 | |
Digital [Member] | Digital Revenue [Member] | Digital Subscriptions [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 12,654 | 12,228 | |
Digital [Member] | Digital Revenue [Member] | Other Digital Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 167 | 196 | |
Digital [Member] | Publishing Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 0 | ||
Digital [Member] | Publishing Revenue [Member] | Estimated Sales Returns And Allowances [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 0 | ||
Digital [Member] | Publishing Revenue [Member] | Net Book Sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 0 | ||
Digital [Member] | Publishing Revenue [Member] | EBook Sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 0 | ||
Digital [Member] | Publishing Revenue [Member] | Other Publishing Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 0 | ||
Digital [Member] | Timing Of Revenue Recognition [Member] | Rental Income [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | [1] | 0 | |
Digital [Member] | Transferred at Point in Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 42,164 | ||
Digital [Member] | Transferred at Point in Time [Member] | Timing Of Revenue Recognition [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 41,661 | ||
Publishing [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 19,990 | 24,640 | |
Publishing [Member] | Rental Income [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 0 | ||
Publishing [Member] | Digital Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 0 | 132 | |
Publishing [Member] | Digital Revenue [Member] | Digital Advertising [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 0 | 132 | |
Publishing [Member] | Digital Revenue [Member] | Digital Streaming [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 0 | ||
Publishing [Member] | Digital Revenue [Member] | Digital Downloads [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 0 | ||
Publishing [Member] | Digital Revenue [Member] | Digital Subscriptions [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 0 | ||
Publishing [Member] | Digital Revenue [Member] | Other Digital Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 0 | ||
Publishing [Member] | Publishing Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 19,990 | 24,508 | |
Publishing [Member] | Publishing Revenue [Member] | Self-Publishing fees [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 6,717 | 6,081 | |
Publishing [Member] | Publishing Revenue [Member] | Book Sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 14,938 | 20,455 | |
Publishing [Member] | Publishing Revenue [Member] | Estimated Sales Returns And Allowances [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | (3,988) | (5,348) | |
Publishing [Member] | Publishing Revenue [Member] | Net Book Sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 10,950 | 15,107 | |
Publishing [Member] | Publishing Revenue [Member] | EBook Sales [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 1,358 | 2,021 | |
Publishing [Member] | Publishing Revenue [Member] | Other Publishing Revenue [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 965 | 1,037 | |
Publishing [Member] | Publishing Revenue [Member] | Print Magazine Subscriptions [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | 262 | ||
Publishing [Member] | Timing Of Revenue Recognition [Member] | Rental Income [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | [1] | 0 | |
Publishing [Member] | Transferred at Point in Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | $ 24,640 | ||
Publishing [Member] | Transferred at Point in Time [Member] | Timing Of Revenue Recognition [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenue, Net | $ 19,990 | ||
[1]Rental income is not applicable to FASB ASC Topic 606, but shown for the purpose of identifying each revenue source presented in total revenue on our Consolidated Financial Statements within this annual report. |
Revenue Recognition - Significa
Revenue Recognition - Significant Changes in Our Contract Liabilities (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Change in Contract with Customer, Liability [Abstract] | |
Short Term, Balance, beginning of period | $ 12,294 |
Short Term, Revenue recognized during the period that was included in the beginning balance of contract liabilities | (9,475) |
Short Term, Additional amounts recognized during the period | 24,563 |
Short Term, Revenue recognized during the period that was recorded during the period | (16,547) |
Short Term, Transfers | 1,066 |
Short Term, Balance, end of period | 11,901 |
Short Term, Amount refundable at beginning of period | 12,282 |
Short Term, Amount refundable at end of period | 11,901 |
Long-Term, Balance, beginning of period | 2,222 |
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 | 730 |
Long-Term, Revenue recognized during the period that was recorded during the period | 0 |
Long-Term, Transfers | (1,066) |
Long-Term, Balance, end of period | 1,886 |
Long-Term, Amount refundable at beginning of period | 2,222 |
Long-Term, Amount refundable at end of period | $ 1,886 |
Revenue Recognition - Revenue,
Revenue Recognition - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation | $ 13,787 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation | $ 11,901 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation | $ 1,203 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation | $ 405 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation | $ 122 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation | $ 156 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | |
Disaggregation of Revenue [Line Items] | |
Revenue, Remaining Performance Obligation | $ 0 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction | 1 year |
Revenue Recognition - Trade and
Revenue Recognition - Trade and Barter Transactions Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Recognition [Line Items] | ||
Total net revenue | $ 266,966 | $ 258,247 |
Broadcast [Member] | Advertising Barter Transactions [Member] | ||
Revenue Recognition [Line Items] | ||
Total net revenue | 3,031 | 2,567 |
Cost | 2,839 | 2,638 |
Publishing [Member] | ||
Revenue Recognition [Line Items] | ||
Total net revenue | 19,990 | 24,640 |
Publishing [Member] | Advertising Barter Transactions [Member] | ||
Revenue Recognition [Line Items] | ||
Cost | $ 0 | $ (5) |
Property and Equipment - Summar
Property and Equipment - Summary of Categories of Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $ 235,970 | $ 230,392 |
Less accumulated depreciation | (191,638) | (186,053) |
Property, Plant and Equipment Net | 44,332 | 44,339 |
Property, Plant and Equipment, Net, Total | 81,296 | 79,339 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 27,070 | 26,896 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 28,523 | 28,593 |
Office Furnishings and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 37,162 | 36,598 |
Antennae, Towers and Transmitting Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 76,950 | 77,813 |
Studio, Production and Mobile Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 30,267 | 29,498 |
Computer Software and Website Development Costs [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 42,304 | 38,271 |
Automobiles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 1,633 | 1,515 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | 19,131 | 18,104 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross, Total | $ 9,894 | $ 8,104 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 11,339 | $ 10,933 |
Operating and Finance Lease R_3
Operating and Finance Lease Right-of-Use Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating lease, existence of option to extend | true | |
Operating lease, option to extend | Many of these leases contain options to extend the term from five to twenty years, the exercise of which is at our sole discretion | |
Finance lease, existence of option to extend | true | |
Finance lease, option to extend | Many of these leases contain options to extend the term from five to twenty years, the exercise of which is at our sole discretion. | |
Deferred Cash Payments For Leases | $ 200 | |
Deferred Cash Payments For Leases to be payable in 2023 | $ 26,000 | |
Minimum [Member] | ||
Operating lease, extension term | 1 year | |
Finance lease, extension term | 5 years | |
Maximum [Member] | ||
Operating lease, remaining lease term | 26 years | |
Operating lease, extension term | 5 years | |
Finance lease, extension term | 20 years |
Operating and Finance Lease R_4
Operating and Finance Lease Right-of-Use Assets - Supplemental Balance Sheet Information Related to Leases (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||
Operating leases ROU assets | $ 43,671 | $ 43,560 |
Operating lease liabilities (current) | 8,305 | 8,651 |
Operating lease liabilities (non-current) | 42,406 | $ 42,208 |
Total operating lease liabilities | $ 50,711 | |
Weighted Average Remaining Lease Term, Operating leases | 7 years 7 months 6 days | |
Weighted Average Remaining Lease Term, Finance leases | 2 years 6 months | |
Weighted Average Discount Rate, Operating leases | 8.34% | |
Weighted Average Discount Rate, Finance leases | 6.55% | |
Related Party Lease [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating leases ROU assets | $ 6,486 | |
Operating lease liabilities (current) | 702 | |
Operating lease liabilities (non-current) | 5,908 | |
Total operating lease liabilities | 6,610 | |
Other Operating Leases [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating leases ROU assets | 37,185 | |
Operating lease liabilities (current) | 7,603 | |
Operating lease liabilities (non-current) | 36,498 | |
Total operating lease liabilities | $ 44,101 |
Operating and Finance Lease R_5
Operating and Finance Lease Right-of-Use Assets - Components of Lease Expense (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Leases [Abstract] | |
Amortization of finance lease ROU Assets | $ 60 |
Interest on finance lease liabilities | 7 |
Finance lease expense | 67 |
Operating lease expense | 12,978 |
Variable lease expense | 1,335 |
Short-term lease expense | 559 |
Total lease expense | $ 14,939 |
Operating and Finance Lease R_6
Operating and Finance Lease Right-of-Use Assets - Schedule of Impact to Financial Statements of the Adoption of ASU 842 (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 13,161 | |
Operating cash flows from finance leases | 4 | |
Financing cash flows from finance leases | 63 | |
Leased assets obtained in exchange for new operating lease liabilities | 9,675 | |
Leased assets obtained in exchange for new finance lease liabilities | $ 20 | $ 17 |
Operating and Finance Lease R_7
Operating and Finance Lease Right-of-Use Assets - Summary of Future Lease Payments (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Lessee, Lease, Description [Line Items] | ||
Operating Leases, 2023 | $ 13,302 | |
Operating Leases, 2024 | 11,729 | |
Operating Leases, 2025 | 10,449 | |
Operating Leases, 2026 | 8,458 | |
Operating Leases, 2027 | 5,200 | |
Operating Leases, Thereafter | 23,929 | |
Undiscounted Cash Flows | 73,067 | |
Less: imputed interest | (22,356) | |
Reconciliation to lease liabilities: | ||
Lease liabilities – current | 8,305 | $ 8,651 |
Lease liabilities – long-term | 42,406 | 42,208 |
Total operating lease liabilities | 50,711 | |
Finance Leases, 2023 | 45 | |
Finance Leases, 2024 | 25 | |
Finance Leases, 2025 | 13 | |
Finance Leases, 2026 | 5 | |
Finance Leases, 2027 | 1 | |
Finance Leases, Thereafter | 0 | |
Finance Leases, Undiscounted Cash Flows | 89 | |
Less: Finance Leases, imputed interest | (7) | |
Finance Leases, Reconciliation to lease liabilities: | ||
Finance Leases, Lease liabilities - current | 43 | 58 |
Finance Leases, Lease liabilities - long-term | 39 | $ 65 |
Total Finance Lease Liabilities | 82 | |
Contractual Obligations, 2023 | 13,347 | |
Contractual Obligations, 2024 | 11,754 | |
Contractual Obligations, 2025 | 10,462 | |
Contractual Obligations, 2026 | 8,463 | |
Contractual Obligations, 2027 | 5,201 | |
Contractual Obligations, Thereafter | 23,929 | |
Contractual Obligations, Undiscounted Cash Flows | 73,156 | |
Less: Contractual Obligations, imputed interest | (22,363) | |
Contractual Obligations, Reconciliation to lease liabilities: | ||
Contractual Obligations, Lease liabilities - current | 8,348 | |
Contractual Obligations, Lease liabilities - long-term | 42,445 | |
Total Contractual Obligations, Lease Liabilities | 50,793 | |
Related Party Lease [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating Leases, 2023 | 1,392 | |
Operating Leases, 2024 | 1,314 | |
Operating Leases, 2025 | 1,341 | |
Operating Leases, 2026 | 1,249 | |
Operating Leases, 2027 | 862 | |
Operating Leases, Thereafter | 3,770 | |
Undiscounted Cash Flows | 9,928 | |
Less: imputed interest | (3,318) | |
Reconciliation to lease liabilities: | ||
Lease liabilities – current | 702 | |
Lease liabilities – long-term | 5,908 | |
Total operating lease liabilities | 6,610 | |
Other Operating Leases [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Operating Leases, 2023 | 11,910 | |
Operating Leases, 2024 | 10,415 | |
Operating Leases, 2025 | 9,108 | |
Operating Leases, 2026 | 7,209 | |
Operating Leases, 2027 | 4,338 | |
Operating Leases, Thereafter | 20,159 | |
Undiscounted Cash Flows | 63,139 | |
Less: imputed interest | (19,038) | |
Reconciliation to lease liabilities: | ||
Lease liabilities – current | 7,603 | |
Lease liabilities – long-term | 36,498 | |
Total operating lease liabilities | $ 44,101 |
Broadcast Licenses - Additional
Broadcast Licenses - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-lived Intangible Assets [Line Items] | |||||
Impairment charge | $ 13,985 | $ 0 | |||
Broadcast Licenses [Member] | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
License renewable term | 8 years | ||||
Percentage of fair value over carrying value benchmark for qualitative impairment analysis | 25% | ||||
Impairment charge | $ 2,300 | $ 7,700 | $ 3,900 | $ 14,000 | |
Licensing Agreements [Member] | |||||
Indefinite-lived Intangible Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Weighted Average Period before Next Renewal or Extension | 6 years 6 months |
Broadcast Licenses - Schedule o
Broadcast Licenses - Schedule of Changes in Broadcasting Licenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Balance, beginning of period before cumulative loss on impairment | $ 434,444 | $ 434,209 |
Accumulated loss on impairment, Beginning Balance | (114,436) | (114,436) |
Balance, beginning of period after cumulative loss on impairment | 320,008 | 319,773 |
Loss on impairment | (13,985) | 0 |
Balance, end of period before cumulative loss on impairment | 429,890 | 434,444 |
Accumulated loss on impairment, Ending Balance | (126,116) | (114,436) |
Balance, end of period after cumulative loss on impairment | 303,774 | 320,008 |
Radio Stations [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Acquisitions of radio station and FM Translators | 514 | 235 |
Disposition of radio stations and FM translators | $ (2,763) | $ 0 |
Broadcast Licenses - Carrying V
Broadcast Licenses - Carrying Value and Fair Value of Broadcast Licenses (Detail) - Broadcast Licenses [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) Accounting | |
Less than or equal to 25% [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Number Of Business Reporting Units For Market Based Services | Accounting | 13 |
Excess Of Estimated Undiscounted Cash Flows Over Carrying Value | $ | $ 186,366 |
>26%-50% [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Number Of Business Reporting Units For Market Based Services | Accounting | 2 |
Excess Of Estimated Undiscounted Cash Flows Over Carrying Value | $ | $ 7,692 |
>26%-50% [Member] | Station Operating Income [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Number Of Business Reporting Units For Market Based Services | Accounting | 1 |
Excess Of Estimated Undiscounted Cash Flows Over Carrying Value | $ | $ 7,004 |
>51% to 75% [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Number Of Business Reporting Units For Market Based Services | Accounting | 1 |
Excess Of Estimated Undiscounted Cash Flows Over Carrying Value | $ | $ 24,580 |
>51% to 75% [Member] | Station Operating Income [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Number Of Business Reporting Units For Market Based Services | Accounting | 4 |
Excess Of Estimated Undiscounted Cash Flows Over Carrying Value | $ | $ 52,489 |
> than 76% [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Number Of Business Reporting Units For Market Based Services | Accounting | 1 |
Excess Of Estimated Undiscounted Cash Flows Over Carrying Value | $ | $ 6,092 |
> than 76% [Member] | Station Operating Income [Member] | |
Indefinite-lived Intangible Assets [Line Items] | |
Number Of Business Reporting Units For Market Based Services | Accounting | 7 |
Excess Of Estimated Undiscounted Cash Flows Over Carrying Value | $ | $ 21,552 |
Broadcast Licenses - Results of
Broadcast Licenses - Results of Impairment Testing of Broadcast Licenses Under Income Approach (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
Columbus OH [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | (22.60%) |
Orlando FL [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 15.60% |
Boston MA [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 5.40% |
Chicago IL [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 1.70% |
Cleveland OH [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 0.10% |
Dallas TX [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 6.90% |
Denver CO [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 882.20% |
Dentroit MI [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 51.90% |
Greenville ,SC [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 0.20% |
Honolulu ,HI [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 6.40% |
HoustonTX [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 2,278.30% |
Los Angles CA [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 38% |
Nashville TN [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 453% |
New York NY [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 3.10% |
Philadelphia PA [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 29.90% |
Phoenix AZ [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 48.70% |
Pittsburgh PA [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 198.40% |
Portland OR [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | (2.10%) |
Sacramento CA [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 0.80% |
San Antonio TX [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 254.30% |
San Francisco CA [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | (6.30%) |
Seattle WA [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 903.60% |
Tampa FL [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 7.20% |
Washington DC [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 165.10% |
Little Rock, AR [Member] | |
Goodwill And Other Intangible Assets [Line Items] | |
Excess fair value estimate | 3.70% |
Broadcast Licenses - Fair Value
Broadcast Licenses - Fair Value Measurement Inputs and Valuation Techniques for Broadcast Licenses (Detail) - Broadcast Licenses [Member] - Accounting | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Measurement Input, Risk-adjusted Discount Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Intangible asset measurement input percentage | 9.5 | 9.5 | 9.5 | 8.5 |
Minimum [Member] | Measurement Input, Operating Profit Margin [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Intangible asset measurement input percentage | 3.9 | 3.9 | 3.9 | 3.9 |
Minimum [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Intangible asset measurement input percentage | 0.4 | 0.4 | 0.4 | 0.4 |
Maximum [Member] | Measurement Input, Operating Profit Margin [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Intangible asset measurement input percentage | 30.4 | 30.9 | 30.9 | 30.9 |
Maximum [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Intangible asset measurement input percentage | 0.8 | 0.7 | 0.7 | 0.7 |
Goodwill - Fair Value Measureme
Goodwill - Fair Value Measurement Inputs and Valuation Techniques For Goodwill (Detail) | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
Measurement Input Risk Adjusted Discount Rate [Member] | Broadcast Networks Enterprise Valuations [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Intangible asset measurement input percentage | 9.5 | 9.5 | 8.5 | |
Measurement Input Risk Adjusted Discount Rate [Member] | Digital [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Intangible asset measurement input percentage | 10.5 | 10.5 | 10.5 | 9.5 |
Measurement Input Risk Adjusted Discount Rate [Member] | Publishing [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Intangible asset measurement input percentage | 0.105 | 0.105 | 0.105 | 0.095 |
Measurement Input, Long-term Revenue Growth Rate [Member] | Digital [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Intangible asset measurement input percentage | 0.6 | 0.5 | 0.5 | 0.5 |
Measurement Input, Long-term Revenue Growth Rate [Member] | Publishing [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Intangible asset measurement input percentage | 0.005 | 0.005 | 0.005 | 0.005 |
Measurement Input, Long-term Revenue Growth Rate [Member] | Radio Clusters [Member] | Broadcast Networks Enterprise Valuations [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Intangible asset measurement input percentage | 0.4 | 0.4 | ||
Minimum [Member] | Measurement Input Operating Profit Margin [Member] | Digital [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Intangible asset measurement input percentage | 0.009 | 0.29 | 0.285 | 0.253 |
Minimum [Member] | Measurement Input Operating Profit Margin [Member] | Publishing [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Intangible asset measurement input percentage | 0.09 | 0.005 | 0.005 | 0.024 |
Minimum [Member] | Measurement Input Operating Profit Margin [Member] | Radio Clusters [Member] | Broadcast Networks Enterprise Valuations [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Intangible asset measurement input percentage | 17.2 | 7.8 | 1.4 | |
Minimum [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | Radio Clusters [Member] | Broadcast Networks Enterprise Valuations [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Intangible asset measurement input percentage | 0.6 | |||
Maximum [Member] | Measurement Input Operating Profit Margin [Member] | Digital [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Intangible asset measurement input percentage | 0.053 | 0.3355 | 0.329 | 0.285 |
Maximum [Member] | Measurement Input Operating Profit Margin [Member] | Publishing [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Intangible asset measurement input percentage | 0.049 | 0.027 | 0.03 | 0.052 |
Maximum [Member] | Measurement Input Operating Profit Margin [Member] | Radio Clusters [Member] | Broadcast Networks Enterprise Valuations [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Intangible asset measurement input percentage | 37.3 | 15 | 15 | |
Maximum [Member] | Measurement Input, Long-term Revenue Growth Rate [Member] | Radio Clusters [Member] | Broadcast Networks Enterprise Valuations [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Intangible asset measurement input percentage | 0.7 |
Goodwill - Schedule of Changes
Goodwill - Schedule of Changes in Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Line Items] | ||
Balance, beginning of period before cumulative loss on impairment | $ 28,749 | $ 28,520 |
Accumulated loss on impairment | (4,763) | (4,763) |
Balance, beginning of period after cumulative loss on impairment | 23,986 | 23,757 |
Loss on impairment | (127) | 0 |
Balance, end of period before cumulative loss on impairment | 28,976 | 28,749 |
Accumulated loss on impairment | (4,891) | (4,763) |
Ending period balance | 24,085 | 23,986 |
Radio Stations [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | 0 | 4 |
Digital Media [Member] | ||
Goodwill [Line Items] | ||
Acquisitions | $ 226 | $ 225 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Impairment of goodwill | $ 127 | $ 0 | |
Digital Media [Member] | |||
Impairment of goodwill | $ 0 | ||
Goodwill [Member] | Broad Cast Markets Due to Cost/Benefit [Member] | |||
Impairment of goodwill | $ 100 |
Goodwill - Carrying Value and F
Goodwill - Carrying Value and Fair Value of Goodwill (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) Accounting | |
Less Than 10% [Member] | Digital Media [Member] | |
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | |
Number of accounting units | Accounting | 1 |
Carrying value including goodwill | $ | $ 3,282 |
Less Than 10% [Member] | Publishing [Member] | |
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | |
Number of accounting units | Accounting | 1 |
Carrying value including goodwill | $ | $ 1,748 |
Greater Than11% to 20% [Member] | Radio Clusters [Member] | |
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | |
Number of accounting units | Accounting | 0 |
Carrying value including goodwill | $ | $ 0 |
Greater Than 51% [Member] | Radio Clusters [Member] | |
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | |
Number of accounting units | Accounting | 3 |
Carrying value including goodwill | $ | $ 43,222 |
Greater Than 51% [Member] | Digital Media [Member] | |
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | |
Number of accounting units | Accounting | 0 |
Carrying value including goodwill | $ | $ 0 |
Greater Than 51% [Member] | Publishing [Member] | |
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | |
Number of accounting units | Accounting | 1 |
Carrying value including goodwill | $ | $ 278 |
Amortizable Intangible Assets -
Amortizable Intangible Assets - Summary of Significant Classes of Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 61,532 | $ 60,554 |
Accumulated Amortization | (59,383) | (58,110) |
Net | 2,149 | 2,444 |
Customer Lists and Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 24,186 | 23,700 |
Accumulated Amortization | (23,006) | (22,198) |
Net | 1,180 | 1,502 |
Domain and Brand Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 19,978 | 19,875 |
Accumulated Amortization | (19,704) | (19,421) |
Net | 274 | 454 |
Favorable and Assigned Leases [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,188 | 2,188 |
Accumulated Amortization | (1,975) | (1,960) |
Net | 213 | 228 |
Subscriber Base and Lists [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 8,647 | 8,647 |
Accumulated Amortization | (8,531) | (8,387) |
Net | 116 | 260 |
Author Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 3,070 | 2,771 |
Accumulated Amortization | (2,771) | (2,771) |
Net | 299 | 0 |
Non-Compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 2,052 | 2,041 |
Accumulated Amortization | (2,044) | (2,041) |
Net | 8 | 0 |
Other Amortizable Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost | 1,411 | 1,332 |
Accumulated Amortization | (1,352) | (1,332) |
Net | $ 59 | $ 0 |
Amortizable Intangible Assets_2
Amortizable Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Amortization of intangible assets | $ 1.3 | $ 1.9 |
Amortizable Intangible Assets_3
Amortizable Intangible Assets - Amortizable Intangible Assets, Estimate Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2023 | $ 1,077 | |
2024 | 425 | |
2025 | 239 | |
2026 | 129 | |
2027 | 93 | |
Thereafter | 186 | |
Net | $ 2,149 | $ 2,444 |
Long-Term Debt - Long-Term Debt
Long-Term Debt - Long-Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt less unamortized debt issuance costs | $ 159,325 | $ 170,581 |
Less current portion | 8,958 | 0 |
Long-term Debt | 150,367 | 170,581 |
Asset-Based Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 8,958 | 0 |
7.125% Senior Secured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt and capital lease obligations current and noncurrent | 114,731 | 114,731 |
Less unamortized debt issuance costs based on imputed interest rate of 7.08% | (3,253) | (3,844) |
Long-term Debt | 111,478 | 110,887 |
6.75% Senior Secured Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long term debt and capital lease obligations current and noncurrent | 39,035 | 60,174 |
Less unamortized debt issuance costs based on imputed interest rate of 7.08% | (146) | (480) |
Long-term Debt | $ 38,889 | $ 59,694 |
Long-Term Debt - Long-Term De_2
Long-Term Debt - Long-Term Debt (Parenthetical) (Detail) $ in Millions | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $ 153.8 |
Asset Based Revolving Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, face amount | 26.2 |
Long-term Debt, Gross | 9.1 |
Line of Credit Facility, Current Borrowing Capacity | 16.8 |
7.125% Senior Secured Notes [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $ 114.7 |
7.125% Senior Secured Notes [Member] | Debt Issuance Costs [Member] | |
Debt Instrument [Line Items] | |
Imputed interest rate percentage | 7.64% |
6.75% Senior Secured Notes [Member] | |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $ 39 |
6.75% Senior Secured Notes [Member] | Debt Issuance Costs [Member] | |
Debt Instrument [Line Items] | |
Imputed interest rate percentage | 7.10% |
Letter of Credit [Member] | Asset Based Revolving Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Letters of Credit Outstanding, Amount | $ 0.3 |
Long-Term Debt - 7.125% Senior
Long-Term Debt - 7.125% Senior Secured Notes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||||
Sep. 10, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 14, 2022 | Jun. 13, 2022 | Jun. 10, 2022 | |
Line of Credit Facility [Line Items] | ||||||
Accrued interest | $ 949 | $ 1,030 | ||||
Debt related commitment fees and debt issuance costs | 6,300 | |||||
Debt Issuance Costs, Net | 700 | 300 | ||||
Percentage Of Call Premium | 1.688% | |||||
2024 Notes [member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Instrument, Debt Default, Amount | $ 112,800 | |||||
Debt Conversion, Converted Instrument, Amount | 112,800 | |||||
Interest expense, debt | 2,600 | |||||
Accrued interest | 300 | |||||
2024 Notes [member] | Debt Instrument Redemption Period Two [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Issuance Costs, Net | $ 5 | |||||
2024 Notes [member] | Debt Instrument Redemption Period Three [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Issuance Costs, Net | $ 35 | |||||
2024 Notes [member] | Debt Instrument, Redemption, Period Four [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Issuance Costs, Net | $ 21 | |||||
2028 Notes [member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt Conversion, Converted Instrument, Amount | $ 114,700 | |||||
Debt Conversion, Converted Instrument, Rate | 7.125% | |||||
Debt Instrument, Maturity Date | Jun. 01, 2028 | |||||
Debt Instrument, Payment Terms | Interest accrues on the 2028 Notes from September 10, 2021, and is payable semi-annually, in cash in arrears, on June 1 and December 1 of each year, commencing December 1, 2021 | |||||
Interest expense, debt | $ 8,200 | |||||
Accrued interest | 700 | |||||
Purchase Obligation | $ 50,000 | |||||
Percentage Of Call Premium | 1.688% | |||||
Deferred Withdrawn Amount | $ 800 | |||||
2028 Notes [member] | Debt Instrument Redemption Period Two [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 100% | |||||
2028 Notes [member] | Debt Instrument Redemption Period Three [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 107.125% | |||||
Debt Instrument, Redemption , Percentage | 35% | |||||
2028 Notes [member] | Debt Instrument, Redemption, Period Four [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 101% | |||||
Debt Instrument, Redemption , Percentage | 10% | |||||
7.125% Senior Secured Notes [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt related commitment fees and debt issuance costs | $ 1,100 | |||||
Debt Issuance Costs, Net | 4,700 | |||||
7.125% Senior Secured Notes [Member] | 2024 Notes [member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Debt related commitment fees and debt issuance costs | $ 3,000 | |||||
7.125% Senior Secured Notes [Member] | 2028 Notes [member] | Operating Expense [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Third party debt modification costs | $ 300 | $ 2,500 |
Long-Term Debt - 6.75% Senior S
Long-Term Debt - 6.75% Senior Secured Notes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Sep. 10, 2021 | Jul. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | May 19, 2017 | |
Debt Instrument [Line Items] | |||||||
Interest payable, current | $ 949 | $ 1,030 | |||||
Debt related commitment fees and debt issuance costs | 6,300 | ||||||
Gain (Loss) on Extinguishment of Debt | $ 11,200 | 48 | $ (1,026) | ||||
Percentage of call premium | 1.688% | ||||||
Debt Instrument, Face Amount | $ 153,800 | ||||||
Ppp Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument Repayment date description | July 2021 | ||||||
Repayments of Debt | $ 20,000 | ||||||
Small Business Association [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | $ 11,200 | ||||||
6.75% Senior Secured Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate, stated percentage | 6.75% | 6.75% | |||||
Debt instrument, debt default, description of violation or event of default | The indenture relating to the 2024 Notes contains covenants that, among other things and subject in each case to certain specified exceptions, limit our ability and the ability of our restricted subsidiaries to: (i) incur additional debt; (ii) declare or pay dividends, redeem stock or make other distributions to stockholders; (iii) make investments; (iv) create liens or use assets as security in other transactions; (v) merge or consolidate, or sell, transfer, lease or dispose of substantially all of our assets; (vi) engage in transactions with affiliates; and (vii) sell or transfer assets. | ||||||
Debt related commitment fees and debt issuance costs | $ 200 | $ 600 | |||||
Debt Instrument, Face Amount | 39,000 | ||||||
Payroll Protection Plans [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Long-term Debt, Gross | $ 11,200 | ||||||
Unforgiven loans payable | $ 20,000 | ||||||
2024 Notes [member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense, debt | 2,600 | ||||||
Interest payable, current | 300 | ||||||
Debt Conversion, Converted Instrument, Amount | $ 112,800 | ||||||
Long-term Debt, Gross | 39,000 | ||||||
Bond Issuance Cost | 1,100 | ||||||
Debt Instrument, Face Amount | 112,800 | ||||||
2028 Notes [member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense, debt | 8,200 | ||||||
Interest payable, current | $ 700 | ||||||
Debt Conversion, Converted Instrument, Amount | $ 114,700 | ||||||
Percentage of call premium | 1.688% |
Long - term Debt - Summary of R
Long - term Debt - Summary of Repurchase of Senior Secured Note (Detail) - Senior Secured Note [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |
Principal Repurchased | $ 103,139 |
Cash Paid | 100,471 |
Bond Issue Costs | 1,280 |
Net Gain (Loss) | $ 1,388 |
Senior Secured Note Period One [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Dec. 19, 2022 |
Principal Repurchased | $ 4,650 |
Cash Paid | $ 4,557 |
Percent face value | 98% |
Bond Issue Costs | $ 57 |
Net Gain (Loss) | $ 36 |
Senior Secured Note Period Two [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Dec. 14, 2022 |
Principal Repurchased | $ 1,000 |
Cash Paid | $ 965 |
Percent face value | 96.50% |
Bond Issue Costs | $ 5 |
Net Gain (Loss) | $ 30 |
Senior Secured Note Period Three [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Jun. 13, 2022 |
Principal Repurchased | $ 5,000 |
Cash Paid | $ 4,947 |
Percent face value | 98.95% |
Bond Issue Costs | $ 35 |
Net Gain (Loss) | $ 18 |
Senior Secured Note Period Four [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Jun. 10, 2022 |
Principal Repurchased | $ 3,000 |
Cash Paid | $ 2,970 |
Percent face value | 99% |
Bond Issue Costs | $ 21 |
Net Gain (Loss) | $ 9 |
Senior Secured Note Period Five [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Jun. 07, 2022 |
Principal Repurchased | $ 2,464 |
Cash Paid | $ 2,446 |
Percent face value | 99.25% |
Bond Issue Costs | $ 17 |
Net Gain (Loss) | $ 1 |
Senior Secured Note Period Six [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | May 17, 2022 |
Principal Repurchased | $ 2,525 |
Cash Paid | $ 2,500 |
Percent face value | 99% |
Bond Issue Costs | $ 18 |
Net Gain (Loss) | $ 7 |
Senior Secured Note Period Seven [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Jan. 12, 2022 |
Principal Repurchased | $ 2,500 |
Cash Paid | $ 2,531 |
Percent face value | 101.26% |
Bond Issue Costs | $ 22 |
Net Gain (Loss) | $ (53) |
Senior Secured Note Period Eight [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Dec. 10, 2021 |
Principal Repurchased | $ 35,000 |
Cash Paid | $ 35,591 |
Percent face value | 101.69% |
Bond Issue Costs | $ 321 |
Net Gain (Loss) | $ (912) |
Senior Secured Note Period Nine [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Oct. 25, 2021 |
Principal Repurchased | $ 2,000 |
Cash Paid | $ 2,020 |
Percent face value | 101% |
Bond Issue Costs | $ 19 |
Net Gain (Loss) | $ (39) |
Senior Secured Note Period Ten [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Oct. 12, 2021 |
Principal Repurchased | $ 250 |
Cash Paid | $ 251 |
Percent face value | 100.38% |
Bond Issue Costs | $ 2 |
Net Gain (Loss) | $ (3) |
Senior Secured Note Period Eleven [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Oct. 05, 2021 |
Principal Repurchased | $ 763 |
Cash Paid | $ 766 |
Percent face value | 100.38% |
Bond Issue Costs | $ 7 |
Net Gain (Loss) | $ (10) |
Senior Secured Note Period Twelve [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Oct. 04, 2021 |
Principal Repurchased | $ 628 |
Cash Paid | $ 629 |
Percent face value | 100.13% |
Bond Issue Costs | $ 6 |
Net Gain (Loss) | $ (7) |
Senior Secured Note Period Thirteen [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Sep. 24, 2021 |
Principal Repurchased | $ 4,700 |
Cash Paid | $ 4,712 |
Percent face value | 100.25% |
Bond Issue Costs | $ 44 |
Net Gain (Loss) | $ (56) |
Senior Secured Note Period Fourteen [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Jan. 30, 2020 |
Principal Repurchased | $ 2,250 |
Cash Paid | $ 2,194 |
Percent face value | 97.50% |
Bond Issue Costs | $ 34 |
Net Gain (Loss) | $ 22 |
Senior Secured Note Period Fifteen [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Jan. 27, 2020 |
Principal Repurchased | $ 1,245 |
Cash Paid | $ 1,198 |
Percent face value | 96.25% |
Bond Issue Costs | $ 20 |
Net Gain (Loss) | $ 27 |
Senior Secured Note Period Sixteen [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Dec. 27, 2019 |
Principal Repurchased | $ 3,090 |
Cash Paid | $ 2,874 |
Percent face value | 93% |
Bond Issue Costs | $ 48 |
Net Gain (Loss) | $ 167 |
Senior Secured Note Period Seventeen [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Nov. 27, 2019 |
Principal Repurchased | $ 5,183 |
Cash Paid | $ 4,548 |
Percent face value | 87.75% |
Bond Issue Costs | $ 82 |
Net Gain (Loss) | $ 553 |
Senior Secured Note Period Eighteen [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Nov. 15, 2019 |
Principal Repurchased | $ 3,791 |
Cash Paid | $ 3,206 |
Percent face value | 84.58% |
Bond Issue Costs | $ 61 |
Net Gain (Loss) | $ 524 |
Senior Secured Note Period Nineteen [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Mar. 28, 2019 |
Principal Repurchased | $ 2,000 |
Cash Paid | $ 1,830 |
Percent face value | 91.50% |
Bond Issue Costs | $ 37 |
Net Gain (Loss) | $ 134 |
Senior Secured Note Period Twenty [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Mar. 28, 2019 |
Principal Repurchased | $ 2,300 |
Cash Paid | $ 2,125 |
Percent face value | 92.38% |
Bond Issue Costs | $ 42 |
Net Gain (Loss) | $ 133 |
Senior Secured Note Period Twenty One [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Feb. 20, 2019 |
Principal Repurchased | $ 125 |
Cash Paid | $ 114 |
Percent face value | 91.25% |
Bond Issue Costs | $ 2 |
Net Gain (Loss) | $ 9 |
Senior Secured Note Period Twenty Two [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Feb. 19, 2019 |
Principal Repurchased | $ 350 |
Cash Paid | $ 319 |
Percent face value | 91.25% |
Bond Issue Costs | $ 7 |
Net Gain (Loss) | $ 24 |
Senior Secured Note Period Twenty Three [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Feb. 12, 2019 |
Principal Repurchased | $ 1,325 |
Cash Paid | $ 1,209 |
Percent face value | 91.25% |
Bond Issue Costs | $ 25 |
Net Gain (Loss) | $ 91 |
Senior Secured Note Period Twenty Four [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Jan. 10, 2019 |
Principal Repurchased | $ 570 |
Cash Paid | $ 526 |
Percent face value | 92.25% |
Bond Issue Costs | $ 9 |
Net Gain (Loss) | $ 35 |
Senior Secured Note Period Twenty Five [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Dec. 21, 2018 |
Principal Repurchased | $ 2,000 |
Cash Paid | $ 1,835 |
Percent face value | 91.75% |
Bond Issue Costs | $ 38 |
Net Gain (Loss) | $ 127 |
Senior Secured Note Period Twenty Six [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Dec. 21, 2018 |
Principal Repurchased | $ 1,850 |
Cash Paid | $ 1,702 |
Percent face value | 92% |
Bond Issue Costs | $ 35 |
Net Gain (Loss) | $ 113 |
Senior Secured Note Period Twenty Seven [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Dec. 21, 2018 |
Principal Repurchased | $ 1,080 |
Cash Paid | $ 999 |
Percent face value | 92.50% |
Bond Issue Costs | $ 21 |
Net Gain (Loss) | $ 60 |
Senior Secured Note Period Twenty Eight [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Nov. 17, 2018 |
Principal Repurchased | $ 1,500 |
Cash Paid | $ 1,357 |
Percent face value | 90.50% |
Bond Issue Costs | $ 29 |
Net Gain (Loss) | $ 114 |
Senior Secured Note Period Twenty Nine [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | May 04, 2018 |
Principal Repurchased | $ 4,000 |
Cash Paid | $ 3,770 |
Percent face value | 94.25% |
Bond Issue Costs | $ 86 |
Net Gain (Loss) | $ 144 |
Senior Secured Note Period Thirty [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Apr. 10, 2018 |
Principal Repurchased | $ 4,000 |
Cash Paid | $ 3,850 |
Percent face value | 96.25% |
Bond Issue Costs | $ 87 |
Net Gain (Loss) | $ 63 |
Senior Secured Note Period Thirty One [Member] | |
Debt Instrument [Line Items] | |
Repurchase date | Apr. 09, 2018 |
Principal Repurchased | $ 2,000 |
Cash Paid | $ 1,930 |
Percent face value | 96.50% |
Bond Issue Costs | $ 43 |
Net Gain (Loss) | $ 27 |
Long-Term Debt - Asset-Based Re
Long-Term Debt - Asset-Based Revolving Credit Facility - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
May 19, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Debt instrument, debt default, description of violation or event of default | $ 153,800,000 | ||
Amortization of financing costs | 963,000 | $ 1,051,000 | |
Debt related commitment fees and debt issuance costs | $ 6,300,000 | ||
Asset-Based Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, debt default, description of violation or event of default | $ 30,000,000 | ||
Debt instrument, interest rate, increase (decrease) | 2% | ||
Line of credit facility, covenant terms | The Credit Agreement includes a springing fixed charge coverage ratio | ||
Fixed charge coverage ratio | 1% | ||
Debt instrument, debt default, description of violation or event of default | The Credit Agreement provides for the following events of default: (i) non-payment of any principal or letter of credit reimbursement when due or any interest, fees, or other amounts within five days of the due date; (ii) the failure by any borrower or any subsidiary to comply with any covenant or agreement contained in the Credit Agreement or any other loan document, in certain cases subject to applicable notice and lapse of time; (iii) any representation or warranty made pursuant to the Credit Agreement or any other loan document is incorrect in any material respect when made; (iv) certain defaults of other indebtedness of any borrower or any subsidiary of indebtedness of at least $10 million; (v) certain events of bankruptcy or insolvency with respect to any borrower or any subsidiary; (vi) certain judgments for the payment of money of $10 million or more; (vii) a change of control; and (viii) certain defaults relating to the loss of FCC licenses, cessation of broadcasting and termination of material station contracts. | ||
Aggregate indebtedness | $ 10,000,000 | ||
Amortization of financing costs | $ 900,000 | ||
Debt instrument blended interest rate | 6.73% | ||
ABL Borrowings descriptions | Availability under the ABL Facility is subject to a borrowing base consisting of (a) 90% of the eligible accounts receivable plus (b) a calculated amount based on the value of certain real property. | ||
Asset-Based Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument current borrowing capacity | $ 26,200,000 | ||
Line Of Credit Facility Outstanding Amount | 9,000,000 | ||
Asset-Based Revolving Credit Facility [Member] | Letter of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, debt default, description of violation or event of default | $ 5,000,000 | ||
Asset-Based Revolving Credit Facility [Member] | Swingline Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, debt default, description of violation or event of default | $ 7,500,000 | ||
Abl Facility [Member] | Asset-Based Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Debt related commitment fees and debt issuance costs | $ 100,000 | $ 100,000 | |
Minimum [Member] | Asset-Based Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | 0.25% | |
Minimum [Member] | Asset-Based Revolving Credit Facility [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 0.50% | ||
Minimum [Member] | Asset-Based Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1.50% | ||
Maximum [Member] | Asset-Based Revolving Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility, unused capacity, commitment fee percentage | 0.375% | 0.375% | |
Maximum [Member] | Asset-Based Revolving Credit Facility [Member] | Base Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1% | ||
Maximum [Member] | Asset-Based Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 2% |
Long-Term Debt - Summary of Lon
Long-Term Debt - Summary of Long-term Debt Obligations - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
May 19, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | |
Shares Issued And Outstanding [Line Items] | |||
Debt instrument, face amount | $ 153,800,000 | ||
Weighted average interest rate | 6.85% | 6.99% | |
Asset-Based Revolving Credit Facility [Member] | |||
Shares Issued And Outstanding [Line Items] | |||
Debt instrument, face amount | $ 30,000,000 | ||
Asset-Based Revolving Credit Facility [Member] | Minimum [Member] | |||
Shares Issued And Outstanding [Line Items] | |||
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | 0.25% | |
Asset-Based Revolving Credit Facility [Member] | Maximum [Member] | |||
Shares Issued And Outstanding [Line Items] | |||
Line of credit facility, unused capacity, commitment fee percentage | 0.375% | 0.375% | |
6.75% Senior Secured Notes [Member] | |||
Shares Issued And Outstanding [Line Items] | |||
Debt instrument, face amount | $ 39,000,000 | ||
Debt instrument, interest rate, stated percentage | 6.75% | 6.75% | |
7.125% Senior Secured Notes [Member] | |||
Shares Issued And Outstanding [Line Items] | |||
Debt instrument, face amount | $ 114,700,000 | ||
Debt instrument, interest rate, stated percentage | 7.125% |
Long-Term Debt - Principle Repa
Long-Term Debt - Principle Repayment Requirements Under Long Term Agreements Outstanding (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Maturities of Long-term Debt [Abstract] | |
2023 | $ 8,958 |
2024 | 39,035 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Thereafter | 114,731 |
Total | $ 162,724 |
Fair Value Measurements and D_3
Fair Value Measurements and Disclosures - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Carrying value of notes | $ 153.8 | |
Debt instrument, estimated fair value | $ 141.2 | $ 141.2 |
Fair Value Measurements and D_4
Fair Value Measurements and Disclosures - Summary of Fair Value of Financial Assets and Liabilities (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Other Indefinite Lived Intangible Assets [Member] | |
Liabilities: | |
Estimated fair value of contingent earn-out consideration included in accrued expenses | $ 288 |
Long-term debt less unamortized discount and debt issuance costs | 150,367 |
Fair Value, Inputs, Level 1 [Member] | |
Liabilities: | |
Estimated fair value of contingent earn-out consideration included in accrued expenses | 0 |
Fair Value, Inputs, Level 1 [Member] | Other Indefinite Lived Intangible Assets [Member] | |
Liabilities: | |
Long-term debt less unamortized discount and debt issuance costs | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Liabilities: | |
Estimated fair value of contingent earn-out consideration included in accrued expenses | 0 |
Fair Value, Inputs, Level 2 [Member] | Other Indefinite Lived Intangible Assets [Member] | |
Liabilities: | |
Long-term debt less unamortized discount and debt issuance costs | 149,037 |
Fair Value, Inputs, Level 3 [Member] | |
Liabilities: | |
Estimated fair value of contingent earn-out consideration included in accrued expenses | 288 |
Long-term debt less unamortized discount and debt issuance costs | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Contingency [Line Items] | |||
Valuation allowance | $ 40,000 | ||
Deferred tax assets, valuation allowance | 39,950 | $ 39,135 | |
Cumulative adjusted pre-tax book loss | (39,745) | (36,509) | |
Deferred tax assets operating loss carry forwards domestic | 40,000 | ||
Deferred tax assets, operating loss carryforwards, state and local | 20,000 | ||
Deferred tax assets, valuation allowance provided | $ 900 | ||
Deferred tax assets other financial statement accrual assets | $ 4,300 | ||
US | Tax cuts and jobs act [Member] | |||
Income Tax Contingency [Line Items] | |||
Capitalized reserch, expenditure and software development costs amotization period | 5 years | ||
Non-US [Member] | Tax cuts and jobs act [Member] | |||
Income Tax Contingency [Line Items] | |||
Capitalized reserch, expenditure and software development costs amotization period | 15 years | ||
Revision of Prior Period, Adjustment [Member] | |||
Income Tax Contingency [Line Items] | |||
Deferred tax assets, valuation allowance provided | $ 900 | ||
Cumulative Effect, Period of Adoption, Adjustment [Member] | Revision of Prior Period, Adjustment [Member] | |||
Income Tax Contingency [Line Items] | |||
Cumulative adjusted pre-tax book loss | $ 39,100 | ||
Domestic Tax Authority [Member] | |||
Income Tax Contingency [Line Items] | |||
Valuation allowance | 40,000 | ||
Net operating loss carryforwards for federal income tax purpose | 95,100 | ||
Beginning year of expiry for net operating loss carry forwards | 2024 | ||
Ending year of expiry for net operating loss carryforwards | 2037 | ||
State and Local Jurisdiction [Member] | |||
Income Tax Contingency [Line Items] | |||
Valuation allowance | 15,700 | ||
Net operating loss carryforwards for federal income tax purpose | $ 633,900 |
Income Tax - Schedule of Consol
Income Tax - Schedule of Consolidated Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
Federal | ||
State | (113) | $ 1,112 |
Current Income Tax Expense (Benefit), Total | (113) | 1,112 |
Deferred: | ||
Federal | (1,551) | (1,277) |
State | 1,272 | (594) |
Deferred Income Taxes and Tax Credits, Total | (279) | (1,871) |
Benefit from income taxes | $ (392) | $ (759) |
Income Tax - Schedule of Cons_2
Income Tax - Schedule of Consolidated Deferred Tax Asset and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Financial statement accruals not currently deductible | $ 1,977 | $ 2,738 |
Allowance for bad debt reserve | 2,075 | 3,399 |
Net operating loss, AMT credit and other carryforwards | 35,846 | 35,290 |
State taxes | 60 | 216 |
Operating lease liabilities | 13,224 | 13,596 |
Other | 5,869 | 3,965 |
Total deferred tax assets | 59,051 | 59,204 |
Valuation allowance for deferred tax assets | (39,950) | (39,135) |
Net deferred tax assets | 19,101 | 20,069 |
Deferred tax liabilities: | ||
Excess of net book value of property and equipment and software for financial reporting purposes over tax basis | 13 | 145 |
Excess of net book value of intangible assets for financial reporting purposes over tax basis | 74,524 | 75,747 |
Operating lease right-of-use assets | 11,296 | 11,189 |
Total deferred tax liabilities | 85,833 | 87,081 |
Net deferred tax liabilities | $ (66,732) | $ (67,012) |
Income Tax - Schedule of Reconc
Income Tax - Schedule of Reconciliation of Net Deferred Tax Liabilities to Financial Instrument (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Deferred income tax liability per balance sheet | $ (66,732) | $ (67,012) |
Net deferred tax liabilities | $ (66,732) | $ (67,012) |
Income Tax - Reconciliation of
Income Tax - Reconciliation of Statutory Federal Income Tax Rate to Benefit for Income Tax (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Statutory federal income tax rate (statutory tax rate) | $ (762) | $ 8,559 |
Effect of state taxes, net of federal | 892 | 643 |
Permanent items | 217 | 172 |
PPP loan forgiveness | 0 | (2,351) |
State rate change | (1,064) | 531 |
Valuation allowance | (626) | (8,903) |
Stock based compensation cancellation | 38 | 181 |
Other, net | 913 | 409 |
Benefit from income taxes | $ (392) | $ (759) |
Stock Incentive Plan - Addition
Stock Incentive Plan - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee service share-based compensation, nonvested awards, compensation not yet recognized, stock options | $ 0.4 | |
Employee service share-based compensation, nonvested awards, compensation cost not yet recognized, period for recognition | 2 years 9 months 18 days | |
Expected term of award | 9 years | 7 years 9 months 18 days |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term of award | 10 years | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term of award | 6 years | |
Restricted Stock [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 5 years | |
Restricted Stock [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 8,000,000 | |
Share price | $ 1.05 | |
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 0.3 | $ 0.3 |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,540,311 | |
Employee Stock Option [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 5 years | |
Employee Stock Option [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years |
Stock Incentive Plan - Schedule
Stock Incentive Plan - Schedule of Stock-Based Compensation Expense Recognized (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Total stock-based compensation expense, pre-tax | $ 284 | $ 319 |
Tax expense from stock-based compensation expense | (74) | (83) |
Total stock-based compensation expense, net of tax | 210 | 236 |
Corporate [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock option compensation expense included in unallocated corporate expenses | 83 | 99 |
Restricted stock shares compensation expense included in corporate expenses | 54 | 0 |
Broadcast [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock option compensation expense included in unallocated corporate expenses | 88 | 123 |
Digital Media [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock option compensation expense included in unallocated corporate expenses | $ 59 | $ 97 |
Stock Incentive Plan - Schedu_2
Stock Incentive Plan - Schedule of Weighted-Average Assumptions Used to Estimate Fair Value of Stock Options and Restricted Stock Awards using Black-Scholes Option Valuation Model (Detail) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Expected volatility | 85.06% | 75.98% |
Expected dividends | 0% | 0% |
Expected term (in years) | 9 years | 7 years 9 months 18 days |
Risk-free interest rate | 1.97% | 1.03% |
Stock Incentive Plan - Schedu_3
Stock Incentive Plan - Schedule of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shares | |||
Beginning Balance | 1,925,417 | ||
Ending Balance | 1,706,340 | 1,925,417 | |
Exercisable at end of period | 968,590 | ||
Weighted Average Exercise Price | |||
Ending Balance | $ 2.68 | ||
Weighted Average Remaining Contractual Term | |||
Contractual term | 4 years 2 months 12 days | ||
Employee Stock Option [Member] | |||
Shares | |||
Beginning Balance | 1,925,417 | 2,291,020 | |
Granted | 127,500 | 270,000 | |
Exercised | (42,913) | (475,657) | |
Forfeited or expired | (303,664) | (159,946) | |
Ending Balance | 1,706,340 | 1,925,417 | 2,291,020 |
Exercisable at end of period | 968,590 | 924,292 | |
Expected to Vest | 700,494 | 950,568 | |
Weighted Average Exercise Price | |||
Beginning Balance | $ 3.01 | $ 3.23 | |
Granted | 3.01 | 2.14 | |
Exercised | 2.27 | 2.31 | |
Forfeited or expired | 5.16 | 6.71 | |
Ending Balance | 2.68 | 3.01 | $ 3.23 |
Exercisable at end of period | 3.3 | 4.25 | |
Expected to Vest | 2.7 | 3.05 | |
Weighted Average Grant Date Fair value | |||
Beginning Balance | 1.37 | 1.52 | |
Granted | 2.44 | 1.55 | |
Exercised | 1.12 | 1.08 | |
Forfeited or expired | 2.75 | 4.7 | |
Ending Balance | 1.23 | 1.37 | $ 1.52 |
Exercisable at end of period | 1.37 | 1.93 | |
Expected to Vest | $ 1.24 | $ 1.38 | |
Weighted Average Remaining Contractual Term | |||
Contractual term | 4 years 2 months 12 days | 4 years 4 months 24 days | 4 years 3 months 18 days |
Exercisable at end of period | 2 years 7 months 6 days | 2 years 4 months 24 days | |
Expected to Vest | 4 years 2 months 12 days | 4 years 4 months 24 days | |
Aggregate Intrinsic Value | |||
Beginning Balance | $ 1,310 | ||
Exercised | 52 | $ 728 | |
Forfeited or expired | $ 3 | ||
Ending Balance | 1,310 | ||
Exercisable at end of period | 83 | ||
Expected to Vest | $ 1,248 |
Stock Incentive Plan - Schedu_4
Stock Incentive Plan - Schedule of Information Regarding Restricted Stock Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Outstanding Shares, Beginning Balance | 107,990 | |
Outstanding Shares, Granted | 14,854 | |
Outstanding Shares, Lapse of restrictions | (107,990) | |
Outstanding Shares, Ending Balance | 14,854 | |
Weighted Average Grant Date Fair Value, Beginning Balance | $ 1.85 | |
Weighted Average Grant Date Fair Value, Granted | $ 3.66 | |
Weighted Average Grant Date Fair Value, Lapse of restrictions | $ 1.85 | |
Weighted Average Grant Date Fair Value, Ending Balance | $ 3.66 | |
Weighted Average Contractual Life Remaining | 1 year 2 months 12 days | 1 year 8 months 1 day |
Aggregate Intrinsic Value, Beginning Balance | $ 156 | |
Aggregate Intrinsic Value, Granted | $ 54 | |
Aggregate Intrinsic Value, Lapse of restrictions | $ 200 | |
Aggregate Intrinsic Value, Ending Balance | $ 16 |
Stock Incentive Plan - Stock Op
Stock Incentive Plan - Stock Options Outstanding Additional Information (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options | 1,706,340 | 1,925,417 |
Weighted Average Contractual Life Remaining | 4 years 2 months 12 days | |
Weighted Average Exercise Price | $ 2.68 | |
Exercisable Options | 968,590 | |
Weighted Average Grant Date Fair Value | $ 3.3 | |
Range of Exercise Prices From $1.00 to $3.00 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower Limit | 1 | |
Range of Exercise Prices, Upper Limit | $ 3 | |
Options | 904,000 | |
Weighted Average Contractual Life Remaining | 5 years 4 months 24 days | |
Weighted Average Exercise Price | $ 1.63 | |
Exercisable Options | 266,250 | |
Weighted Average Grant Date Fair Value | $ 1.54 | |
Range of Exercise Prices From $3.01 to $3.28 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower Limit | 3.01 | |
Range of Exercise Prices, Upper Limit | $ 3.28 | |
Options | 455,587 | |
Weighted Average Contractual Life Remaining | 3 years 10 months 24 days | |
Weighted Average Exercise Price | $ 3.25 | |
Exercisable Options | 355,587 | |
Weighted Average Grant Date Fair Value | $ 3.25 | |
Range of Exercise Prices From $3.29 to $4.63 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower Limit | 3.29 | |
Range of Exercise Prices, Upper Limit | $ 4.63 | |
Options | 63,500 | |
Weighted Average Contractual Life Remaining | 2 years 8 months 12 days | |
Weighted Average Exercise Price | $ 3.77 | |
Exercisable Options | 63,500 | |
Weighted Average Grant Date Fair Value | $ 3.77 | |
Range of Exercise Prices From $4.64 to $6.65 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower Limit | 4.64 | |
Range of Exercise Prices, Upper Limit | $ 6.65 | |
Options | 278,753 | |
Weighted Average Contractual Life Remaining | 1 year 1 month 6 days | |
Weighted Average Exercise Price | $ 4.85 | |
Exercisable Options | 278,753 | |
Weighted Average Grant Date Fair Value | $ 4.85 | |
Range of Exercise Prices From $6.66 to $8.76 [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower Limit | 6.66 | |
Range of Exercise Prices, Upper Limit | $ 8.76 | |
Options | 4,500 | |
Weighted Average Contractual Life Remaining | 4 months 24 days | |
Weighted Average Exercise Price | $ 8.49 | |
Exercisable Options | 4,500 | |
Weighted Average Grant Date Fair Value | $ 8.49 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Description of related party transaction | The policy applies to any transaction or series of transactions in which Salem is a participant, the amount involved exceeds $120,000 and a Related Party (as defined in Item 404(a) of SEC Regulation S-K) has a direct or indirect material interest, excluding, among other things, compensation arrangements with respect to employment and Board membership. Related Parties includes our directors, executive officers, nominees to become a director, any person beneficially owning more than 5% of any class of our stock, immediate family members of any of the foregoing, and any entity in which any of the foregoing persons is employed or is a general partner or principal or in which the person has a 10% or greater beneficial ownership interest. | |
Edward G Atsinger III Chief Executive Officer And Director [Member] | ||
Rental payments for aircraft | $ 400 | $ 26,000 |
Chairman And Chief Executive Officer [Member] | Land and Building [Member] | ||
Operating leases, rent expense | 1,600 | 1,600 |
Know the Truth [Member] | ||
Related party transaction, other revenues from transactions with related party | 400 | 400 |
Accounts receivable, related parties | $ 37,000 | 800 |
Other Than Compensation Arrangements [Member] | ||
Description of related party transaction | we have been a party in which the amount involved exceeds $120,000 annually and in which any of our then directors, executive officers or holders of more than 5% of any class of our stock at the time of such transaction, or any members of their immediate family, or is a general partner or principal or in which the person has a 10% or greater beneficial ownership interest, had or will have a direct or indirect material interest. | |
Chairman Emeritus [Member] | Trust [Member] | ||
Operating leases, rent expense | $ 200 | $ 200 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Defined Contribution Benefit Plans [Line Items] | |
Defined contribution plan maximum employee contribution as percentage of base salary | 60% |
Defined benefit plan, contributions by employer | $ 2.1 |
First Five Percent Of Each Participants Contributions [Member] | |
Defined Contribution Benefit Plans [Line Items] | |
Defined contribution plan employer matching contribution to employee contribution | 50% |
Defined contribution plan employee contributions percentage of eligible compensation | 5% |
Equity Transactions - Additiona
Equity Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Non-cash stock-based compensation expense related to additional paid-in capital | $ 284 | $ 319 |
Segment Data - Additional Infor
Segment Data - Additional Information (Detail) - 12 months ended Dec. 31, 2022 | Segments | SEGMENTS |
Segment Reporting [Abstract] | ||
Number of operating segments | 3 | 3 |
Segment Data - Schedule of Segm
Segment Data - Schedule of Segment Data (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Operating expenses | $ 261,814 | $ 211,999 | |
Legal settlement | 4,776 | 0 | |
Debt modification costs | 255 | 2,526 | |
Change in the estimated fair value of contingent earn-out consideration | (5) | 0 | |
Impairment of indefinite-lived long-term assets other than goodwill | 13,985 | 0 | |
Impairment of goodwill | 127 | 0 | |
Net (gain) loss on the disposition of assets | 8,376 | 23,575 | |
Net operating income (loss) | 5,152 | 46,248 | |
Inventories, net | 1,513 | 960 | |
Property and equipment, net | 81,296 | 79,339 | |
Broadcast licenses | 303,774 | 320,008 | $ 319,773 |
Goodwill | 24,085 | 23,986 | $ 23,757 |
Operating Segments [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenue | 266,966 | 258,247 | |
Operating expenses | 238,441 | 220,220 | |
Net operating income (loss) before legal settlement, debt modification costs, depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments, and net (gain) loss on the disposition of assets | 28,525 | 38,027 | |
Legal settlement | 4,776 | ||
Debt modification costs | 255 | 2,526 | |
Depreciation | 11,339 | 10,933 | |
Amortization | 1,272 | 1,895 | |
Change in the estimated fair value of contingent earn-out consideration | (5) | ||
Impairment of indefinite-lived long-term assets other than goodwill | 13,985 | ||
Impairment of goodwill | 127 | ||
Net (gain) loss on the disposition of assets | (8,376) | (23,575) | |
Net operating income (loss) | 5,152 | 46,248 | |
Inventories, net | 1,513 | 960 | |
Property and equipment, net | 81,296 | 79,339 | |
Broadcast licenses | 303,774 | 320,008 | |
Goodwill | 24,085 | 23,986 | |
Amortizable intangible assets, net | 2,149 | 2,444 | |
Operating Segments [Member] | Broadcast [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenue | 205,315 | 191,443 | |
Operating expenses | 163,992 | 145,720 | |
Net operating income (loss) before legal settlement, debt modification costs, depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments, and net (gain) loss on the disposition of assets | 41,323 | 45,723 | |
Legal settlement | 4,776 | ||
Depreciation | 6,222 | 6,186 | |
Amortization | 15 | 17 | |
Change in the estimated fair value of contingent earn-out consideration | 0 | ||
Impairment of indefinite-lived long-term assets other than goodwill | 13,985 | ||
Impairment of goodwill | 127 | ||
Net (gain) loss on the disposition of assets | (8,406) | (23,212) | |
Net operating income (loss) | 24,604 | 62,732 | |
Property and equipment, net | 63,634 | 61,694 | |
Broadcast licenses | 303,774 | 320,008 | |
Goodwill | 2,623 | 2,750 | |
Amortizable intangible assets, net | 213 | 229 | |
Operating Segments [Member] | Digital Media [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenue | 41,661 | 42,164 | |
Operating expenses | 33,750 | 33,797 | |
Net operating income (loss) before legal settlement, debt modification costs, depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments, and net (gain) loss on the disposition of assets | 7,911 | 8,367 | |
Depreciation | 3,775 | 3,557 | |
Amortization | 1,257 | 1,541 | |
Change in the estimated fair value of contingent earn-out consideration | (5) | ||
Net (gain) loss on the disposition of assets | 0 | (83) | |
Net operating income (loss) | 2,884 | 3,352 | |
Property and equipment, net | 7,751 | 8,447 | |
Goodwill | 20,016 | 19,790 | |
Amortizable intangible assets, net | 1,637 | 2,215 | |
Operating Segments [Member] | Publishing [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Net revenue | 19,990 | 24,640 | |
Operating expenses | 22,142 | 23,220 | |
Net operating income (loss) before legal settlement, debt modification costs, depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments, and net (gain) loss on the disposition of assets | (2,152) | 1,420 | |
Depreciation | 315 | 210 | |
Amortization | 0 | 337 | |
Net (gain) loss on the disposition of assets | 0 | (306) | |
Net operating income (loss) | (2,467) | 1,179 | |
Inventories, net | 1,513 | 960 | |
Property and equipment, net | 546 | 746 | |
Goodwill | 1,446 | 1,446 | |
Amortizable intangible assets, net | 299 | 0 | |
Operating Segments [Member] | Corporate [Member] | |||
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | |||
Operating expenses | 18,557 | 17,483 | |
Net operating income (loss) before legal settlement, debt modification costs, depreciation, amortization, change in the estimated fair value of contingent earn-out consideration, impairments, and net (gain) loss on the disposition of assets | (18,557) | (17,483) | |
Debt modification costs | 255 | 2,526 | |
Depreciation | 1,027 | 980 | |
Net (gain) loss on the disposition of assets | 30 | 26 | |
Net operating income (loss) | (19,869) | (21,015) | |
Property and equipment, net | $ 9,365 | $ 8,452 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||||||||
Feb. 23, 2023 | Feb. 01, 2023 | Jan. 19, 2023 | Jan. 10, 2023 | Jan. 06, 2023 | Dec. 20, 2022 | Sep. 10, 2021 | Jul. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Subsequent Event [Line Items] | ||||||||||
Gain (Loss) on Extinguishment of Debt | $ 11,200 | $ 48 | $ (1,026) | |||||||
Debt Instrument, Face Amount | 153,800 | |||||||||
George Gilder Report and other digital newsletters and related website assets [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Percentage of Purchase Price On Net Revenue | 25% | |||||||||
Asset Based Revolving Credit Facility [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 26,200 | |||||||||
2028 Notes [member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt Conversion, Converted Instrument, Rate | 7.125% | |||||||||
2024 Notes [member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 112,800 | |||||||||
Subsequent Event [Member] | George Gilder Report and other digital newsletters and related website assets [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Percentage of Purchase Price On Net Revenue | 25% | |||||||||
Subsequent Event [Member] | Radio stations WWFEAM, WRHCAM and two FM translators in Miami [Member] | Lease Transaction for the Land [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payments to Acquire Businesses, Gross | $ 3,200 | |||||||||
Subsequent Event [Member] | Radio stations WWFEAM, WRHCAM and two FM translators in Miami [Member] | FL | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payments to Acquire Businesses, Gross | $ 3,000 | |||||||||
Subsequent Event [Member] | Asset Based Revolving Credit Facility [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 4,000 | |||||||||
Subsequent Event [Member] | 2028 Notes [member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 44,700 | |||||||||
Debt Conversion, Converted Instrument, Rate | 7.125% | |||||||||
Subsequent Event [Member] | 2024 Notes [member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt Instrument, Repurchase Amount | $ 2,500 | |||||||||
Debt Instrument, Redemption Price, Percentage | 97.25% | |||||||||
Gain (Loss) on Extinguishment of Debt | $ 20,000 | |||||||||
Debt Instrument, Face Amount | $ 36,500 | |||||||||
Debt Instrument Redemption Period | Mar. 27, 2023 | |||||||||
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed | 100% |