Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 04, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | SAGA COMMUNICATIONS INC | |
Entity Central Index Key | 0000886136 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | SGA | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,042,276 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 953,842 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 46,292 | $ 44,034 |
Accounts receivable, net | 16,984 | 18,962 |
Prepaid expenses and other current assets | 2,313 | 2,478 |
Barter transactions | 1,252 | 1,246 |
Total current assets | 66,841 | 66,720 |
Property and equipment | 142,233 | 142,403 |
Less accumulated depreciation | 84,257 | 83,692 |
Net property and equipment | 57,976 | 58,711 |
Other assets: | ||
Broadcast licenses, net | 95,357 | 95,311 |
Goodwill | 19,106 | 18,963 |
Other intangibles, deferred costs and investments, net | 12,240 | 12,689 |
Total assets | 251,520 | 252,394 |
Current liabilities: | ||
Accounts payable | 1,926 | 2,117 |
Payroll and payroll taxes | 6,026 | 7,439 |
Dividend payable | 1,919 | 1,797 |
Other accrued expenses | 5,065 | 4,996 |
Barter transactions | 1,143 | 1,152 |
Total current liabilities | 16,079 | 17,501 |
Deferred income taxes | 25,267 | 25,152 |
Long-term debt | 10,000 | 10,000 |
Other liabilities | 7,261 | 7,389 |
Total liabilities | 58,607 | 60,042 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock | 77 | 77 |
Additional paid-in capital | 67,249 | 66,811 |
Retained earnings | 162,583 | 162,822 |
Treasury stock | (36,996) | (37,358) |
Total stockholders' equity | 192,913 | 192,352 |
Total liabilities and stockholders' equity | 251,520 | 252,394 |
Class A Common Stock | ||
Stockholders' equity: | ||
Total stockholders' equity | 68 | 68 |
Class B Common Stock | ||
Stockholders' equity: | ||
Total stockholders' equity | $ 9 | $ 9 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||
Net operating revenue | $ 26,051 | $ 27,816 |
Operating expenses : | ||
Station operating expenses | 22,199 | 23,163 |
Corporate general and administrative | 3,015 | 2,685 |
Other operating expense (income), net | (1,330) | 3 |
Operating income | 2,167 | 1,965 |
Interest expense | 108 | 208 |
Interest income | (108) | (163) |
Other income | (213) | |
Income before income tax expense | 2,380 | 1,920 |
Income tax expense | 700 | 550 |
Income from continuing operations, net of tax | 1,680 | 1,370 |
Net income | $ 1,680 | $ 1,370 |
Basic earnings per share: | ||
Basic earnings per share | $ 0.28 | $ 0.23 |
Weighted average common shares | 5,866 | 5,841 |
Diluted earnings per share | ||
Diluted | $ 0.28 | $ 0.23 |
Weighted average common shares | 5,866 | 5,841 |
Weighted average common and common equivalent shares | 5,866 | 5,841 |
Dividends declared per share | $ 0.32 | $ 0.30 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Class A Common Stock | Class B Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Total |
Balance at Dec. 31, 2018 | $ 67 | $ 9 | $ 64,795 | $ 156,689 | $ (36,561) | $ 184,999 |
Balance, shares at Dec. 31, 2018 | 6,732 | 923 | ||||
Net income | 1,370 | 1,370 | ||||
Dividends declared per common share | (1,784) | (1,784) | ||||
Compensation expense related to restricted stock awards | 559 | 559 | ||||
Purchase of shares held in treasury | (80) | (80) | ||||
401(k) plan contribution | (113) | 375 | 262 | |||
Balance at Mar. 31, 2019 | $ 67 | $ 9 | 65,241 | 156,275 | (36,266) | 185,326 |
Balance, shares at Mar. 31, 2019 | 6,732 | 923 | ||||
Balance at Dec. 31, 2019 | $ 68 | $ 9 | 66,811 | 162,822 | (37,358) | 192,352 |
Balance, shares at Dec. 31, 2019 | 6,771 | 954 | ||||
Net income | 1,680 | 1,680 | ||||
Dividends declared per common share | (1,919) | (1,919) | ||||
Compensation expense related to restricted stock awards | 569 | 569 | ||||
Purchase of shares held in treasury | (20) | (20) | ||||
401(k) plan contribution | (131) | 382 | 251 | |||
Balance at Mar. 31, 2020 | $ 68 | $ 9 | $ 67,249 | $ 162,583 | $ (36,996) | $ 192,913 |
Balance, shares at Mar. 31, 2020 | 6,771 | 954 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 1,680 | $ 1,370 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Loss on sale of assets | (1,400) | |
Changes in assets and liabilities: | ||
Net cash provided by operating activities | 5,065 | 6,305 |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (1,021) | (1,212) |
Acquisition of broadcast properties | (190) | (763) |
Proceeds from insurance claims | 213 | |
Other investing activities | 8 | 249 |
Net cash used in investing activities | (990) | (1,726) |
Cash flows from financing activities: | ||
Cash dividends paid | (1,797) | (5,058) |
Payments on long-term debt | (5,000) | |
Purchase of treasury shares | (20) | (80) |
Net cash used in financing activities | (1,817) | (10,138) |
Net increase (decrease) in cash and cash equivalents | 2,258 | (5,559) |
Cash and cash equivalents, beginning of period | 44,034 | 44,729 |
Cash and cash equivalents, end of period | $ 46,292 | $ 39,170 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10‑Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for annual financial statements. In our opinion, the accompanying financial statements include all adjustments of a normal, recurring nature considered necessary for a fair presentation of our financial position as of March 31, 2020 and the results of operations for the three months ended March 31, 2020 and 2019. Results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. We own or operate broadcast properties in 27 markets, including 79 FM and 34 AM radio stations and 78 metro signals. For further information, refer to the consolidated financial statements and footnotes thereto included in the Saga Communications, Inc. Annual Report on Form 10‑K for the year ended December 31, 2019. We have evaluated events and transactions occurring subsequent to the balance sheet date of March 31, 2020, for items that should potentially be recognized in these financial statements or discussed within the notes to the financial statements. On March 11, 2020 the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. Since March 31, 2020, the COVID-19 pandemic has continued to spread and numerous state and local governments have issued or extended “shelter-in-place” orders, materially impacting and restricting various aspects of our business. Our broadcast revenue has been significantly negatively impacted in the majority of states where we operate. We have experienced a number of cancellations of advertising on our stations, especially regarding events, venues, sports, high ticket items, healthcare and automotive sales. We have been successful creating fresh, innovative and effective new advertising which has helped generate business for a number of our customers so that they are better positioned to remain open. Our operations are functioning, subject to regulated restrictions and safety constraints we have enacted in order to protect our employees, and customers. While we cannot reasonably estimate the length or severity of this pandemic, an extended economic slowdown in the U.S. could materially impact our consolidated financial position, consolidated results of operations, and consolidated cash flows in fiscal 2020 or beyond. Earnings Per Share Information Earnings per share is calculated using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security. The Company has participating securities related to restricted stock units, granted under the Company’s Second Amended and Restated 2005 Incentive Compensation Plan, that earn dividends on an equal basis with common shares. In applying the two-class method, earnings are allocated to both common shares and participating securities. The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended March 31, 2020 2019 (In thousands, except per share data) Numerator: Net income $ 1,680 $ 1,370 Less: Income allocated to unvested participating securities 37 26 Net income available to common stockholders $ 1,643 $ 1,344 Denominator: Denominator for basic earnings per share — weighted average shares 5,866 5,841 Effect of dilutive securities: Common stock equivalents — — Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions 5,866 5,841 Earnings per share: Basic $ 0.28 $ 0.23 Diluted $ 0.28 $ 0.23 There were no stock options outstanding that had an antidilutive effect on our earnings per share calculation for the three months ended March 31, 2020 and 2019, respectively. The actual effect of these shares, if any, on the diluted earnings per share calculation will vary significantly depending on the fluctuation in the stock price. Financial Instruments Our financial instruments are comprised of cash and cash equivalents, accounts receivable, accounts payable and long-term debt. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short maturities. The carrying value of long-term debt approximates fair value as it carries interest rates that either fluctuate with the euro-dollar rate, prime rate or have been reset at the prevailing market rate at March 31, 2020. Allowance for Doubtful Accounts A provision for doubtful accounts is recorded based on our judgment of collectability of receivables. Amounts are written off when determined to be fully uncollectible. Delinquent accounts are based on contractual terms. We have included in our calculation of our allowance for doubtful accounts, the potential impact of the COVID-19 pandemic on our customers businesses and their ability to pay their accounts receivable. We maintain a specific allowance for estimated losses resulting from the inability of certain customers to make required payments. We also consider factors external to the specific customer, including current conditions and forecasts of economic conditions, including the potential impact of the COVID-19 pandemic. In the event we recover amounts previously written off, we will reduce the specific allowance for credit loss. Income Taxes Our effective tax rate is higher than the federal statutory rate as a result of the inclusion of state taxes in the income tax amount. We have historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. Due to the uncertainty related to the impact of the COVID-19 pandemic on our operations, we have used a discrete effective tax rate method to calculate taxes for the three-month period ended March 31, 2020. Time Brokerage Agreements/Local Marketing Agreements We have entered into Time Brokerage Agreements (“TBAs”) or Local Marketing Agreements (“LMAs”) in certain markets. In a typical TBA/LMA, the FCC licensee of a station makes available, for a fee, blocks of air time on its station to another party that supplies programming to be broadcast during that air time and sells their own commercial advertising announcements during the time periods specified. Revenue and expenses related to TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Statements of Income. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2020 | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | 2. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In January 2017, the FASB issued ASU 2017‑04, “ Intangibles – Goodwill and Other (Topic 350)” (“ASU 2017‑04”) which removes step 2 from the goodwill impairment test. Under the new guidance, if a reporting unit’s carrying amount exceeds its fair value, an entity will record an impairment charge based on that difference. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. ASU 2017‑04 will be applied prospectively and is effective for fiscal years and interim impairment tests performed in periods beginning after December 15, 2019 with early adoption permitted. The Company adopted this standard January 1, 2020 and there was no material impact. In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. The guidance requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires the consideration of broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years and interim periods beginning after December 15, 2019. The Company adopted this standard January 1, 2020 and there was no material impact. Recent Accounting Pronouncements – Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, “ Income Taxes (Topic 740): Simplifying the Accounting for Incomes Taxes” (“ASU 2019-02”) which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance regarding the tax treatment of certain franchise taxes, goodwill and nontaxable entities, among other items to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021 and interim periods beginning after December 15, 2022. We are currently evaluating the impact of this standard on our consolidated financial statements. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2020 | |
Revenue | |
Revenue | 3. Revenue Nature of goods and services The following is a description of principal activities from which we generate our revenue: Broadcast Advertising Revenue Our primary source of revenue is from the sale of advertising for broadcast on our stations. We recognize revenue from the sale of advertising as performance obligations are satisfied upon airing of the advertising; therefore, revenue is recognized at a point in time when each advertising spot is transmitted. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for our advertising inventory placed by an agency and are reported as a reduction of advertising revenue. Digital Advertising Revenue We recognize revenue from our digital initiatives across multiple platforms such as targeted digital advertising, online promotions, advertising on our websites, mobile messaging, email marketing and other e-commerce. Revenue is recorded when each specific performance obligation in the digital advertising campaign takes place, typically within a one month period. Other Revenue Other revenue includes revenue from concerts, promotional events, tower rent and other miscellaneous items. Revenue is generally recognized when the event is completed, as the promotional events are completed or as each performance obligation is satisfied. Disaggregation of Revenue Revenues from contracts with customers comprised the following for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 (in thousands) Types of Revenue Broadcast Advertising Revenue, net $ 23,754 $ 25,191 Digital Advertising Revenue 858 875 Other Revenue 1,439 1,750 Net Revenue $ 26,051 $ 27,816 Contract Liabilities Payments from our advertisers are generally due within 30 days although certain advertisers are required to pay in advance. When an advertiser pays for the services in advance of the performance obligations these prepayments are recorded as contract liabilities. Typical contract liabilities relate to prepayments for advertising spots not yet run; prepayments from sponsors for events that have not yet been held; and gift cards sold on our websites used to finance a broadcast advertising campaign. Generally all contract liabilities are expected to be recognized within one year and are included in accounts payable in the Company’s Condensed Consolidated Financial Statements and are immaterial. Transaction Price Allocated to the Remaining Performance Obligations As the majority of our sales contracts are one year or less, we have utilized the optional exemption under ASC 606‑10‑50‑14 and will not disclose information about the remaining performance obligations for sales contracts which have original expected durations of one year or less. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Intangible Assets | |
Intangible Assets | 4. Intangible Assets We evaluate our FCC licenses and goodwill for impairment annually as of October 1 st or more frequently if events or circumstances indicate that the asset might be impaired. FCC licenses are evaluated for impairment at the market level using a direct method. If the carrying amount of FCC licenses is greater than their estimated fair value in a given market, the carrying amount of FCC licenses in that market is reduced to its estimated fair value. If the carrying amount of goodwill in a reporting unit is greater than the implied value of goodwill determined by completing a hypothetical purchase price allocation using estimated fair value of the reporting unit, the carrying amount of goodwill in that reporting unit is reduced to its implied value. As of March 31, 2020, we performed a high-level qualitative assessment and determined it was not necessary to complete an impairment test. We will continue to monitor the length and severity of the COVID-19 pandemic's impact on our business, and review for impairment indicators as necessary in the upcoming months. Intangible assets that have finite lives are amortized over their useful lives using the straight-line method. Favorable lease agreements are amortized over the lives of the leases ranging from five to twenty-six years. Other intangibles are amortized over one to fifteen years. Customer relationships are amortized over three years. |
Common Stock and Treasury Stock
Common Stock and Treasury Stock | 3 Months Ended |
Mar. 31, 2020 | |
Common Stock and Treasury Stock | |
Common Stock | 5. Common Stock and Treasury Stock The following summarizes information relating to the number of shares of our common stock issued in connection with stock transactions through March 31, 2020: Common Stock Issued Class A Class B (Shares in thousands) Balance, January 1, 2019 6,732 923 Conversion of shares 13 (13) Issuance of restricted stock 29 44 Forfeiture of restricted stock (3) — Balance, December 31, 2019 6,771 954 Balance, March 31, 2020 6,771 954 We have a Stock Buy-Back Program to allow us to purchase up to $75.8 million of our Class A Common Stock. As of March 31, 2020, we have remaining authorization of $19.2 million for future repurchases of our Class A Common Stock. On September 14, 2017, the Board of Directors authorized the repurchase of our Class A Common Stock under our trading plan adopted pursuant to Securities and Exchange Commission Rule 10b5-1. The Rule 10b5-1 repurchase plan allows us to repurchase our shares during periods when we would normally not be active in the market due to our internal trading blackout periods. Under the plan, we may repurchase our Class A Common Stock in any combination of open market, block transactions and privately negotiated transactions subject to market conditions, legal requirements including applicable SEC regulations (which include certain price, market, volume and timing constraints), specific repurchase instructions and other corporate considerations. Purchases under the plan will be funded by cash on our balance sheet. The plan does not obligate us to acquire any particular amount of Class A Common Stock. Our original purchase authorization was effective until September 1, 2018 and has been extended several times, with the most recent extension being through May 28, 2020. During the three months ended March 31, 2020 and 2019, approximately 800 and 20,100 shares, respectively were repurchased for $20,000 and $748,000 respectively, related to the Stock Buy-Back Program. Given the unprecedented uncertainty surrounding the Covid-19 virus and the resulting economic issues we have halted the directions for any additional buybacks under our plan. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases | |
Leases | 6. Leases We lease certain land, buildings and equipment for use in our operations. We recognize lease expense for these leases on a straight-line basis over the lease term and combine lease and non-lease components for all leases. Right-of-use (“ROU”) assets and lease liabilities are recorded on the balance sheet for all leases with an expected term of at least one year. Some leases include one or more options to renew. The exercise of lease renewal options is generally at our discretion. The depreciable lives of ROU assets are limited to the expected lease term. Our lease agreements do not contain any residual value guarantees or material restrictive covenants. As of March 31, 2020, we do not have any non-cancellable operating lease commitments that have not yet commenced. ROU assets are classified within other intangibles, deferred costs and investments, net on the condensed consolidated balance sheet while current lease liabilities are classified within other accrued expenses and long-term lease liabilities are classified within other liabilities. Leases with an initial term of 12 months or less are not recorded on the balance sheet. ROU assets and lease liabilities were $6.8 million and $7.0 million and $6.3 million and $6.4 million at March 31, 2020 and 2019, respectively. During the three months ended March 31, 2020, we recorded an additional $460 thousand of lease liabilities under operating leases. Payments on lease liabilities during the three months ended Lease expense includes cost for leases with terms in excess of one year. For the three months ended March 31, 2020 and 2019, our total lease expense was $433 thousand and $429 thousand, respectively. Short-term lease costs are de minimus. We have no financing leases and minimum annual rental commitments under non-cancellable operating leases consisted of the following at March 31, 2020 (in thousands): Years Ending December 31, 2020 (a) $ 1,274 2021 1,676 2022 1,509 2023 1,177 2024 842 Thereafter 1,784 Total lease payments (b) 8,262 Less: Interest (c) 1,247 Present value of lease liabilities (d) $ 7,015 (a) Remaining payments are for the nine-months ending December 31, 2020 (b) Lease payments include options to extend lease terms that are reasonably certain of being exercised. There were no legally binding minimum lease payments for leases signed but not yet commenced at March 31, 2020. (c) Our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our discount rate for such leases to determine the present value of lease payments at the lease commencement date. (d) The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were 6.7 years and 4.6%, respectively, at March 31, 2020. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 3 Months Ended |
Mar. 31, 2020 | |
Acquisitions and Dispositions | |
Acquisitions and Dispositions | 7. Acquisitions and Dispositions We actively seek and explore opportunities for expansion through the acquisition of additional broadcast properties. The consolidated statements of income include the operating results of the acquired stations from their respective dates of acquisition. All acquisitions were accounted for as purchases and, accordingly, the total purchase consideration was allocated to the acquired assets and assumed liabilities based on their estimated fair values as of the acquisition dates. The excess of the consideration paid over the estimated fair value of net assets acquired have been recorded as goodwill. The Company accounts for acquisitions under the provisions of FASB ASC Topic 805, Business Combinations . Management assigned fair values to the acquired property and equipment through a combination of cost and market approaches based upon each specific asset’s replacement cost, with a provision for depreciation, and to the acquired intangibles, primarily an FCC license, based on the Greenfield valuation methodology, a discounted cash flow approach. 2020 Acquisitions On January 2, 2020, the Company closed on an agreement to purchase W295BL from Basic Holdings, LLC, for an aggregate purchase price of $200 thousand, of which $10 thousand was paid in 2019 and the remaining $190 thousand paid in 2020. Management attributes the goodwill recognized in the acquisition to the power of the existing brands in the Manchester, New Hampshire market as well as synergies and growth opportunities expected through the combination with the Company’s existing stations. The translators are start-up stations and therefore, have no pro forma revenue and expenses. 2019 Acquisitions On January 9, 2019, the Company closed on an agreement to purchase WPVQ-AM and W222CH from County Broadcasting Company, LLC for an aggregate purchase price of $210 thousand. Management attributes the goodwill recognized in the acquisition to the power of the existing brands in the Greenfield, Massachusetts market as well as synergies and growth opportunities expected through the combination with the Company’s existing stations. The pro forma results for this acquisition are not deemed material and therefore are not presented in the footnotes. Condensed Consolidated Balance Sheet of 2020 and 2019 Acquisitions: The following unaudited condensed balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2020 and 2019 acquisitions. Saga Communications, Inc. Condensed Consolidated Balance Sheet of 2020 and 2019 Acquisitions Acquisitions in 2020 2019 (In thousands) Assets Acquired: Current assets $ — $ — Property and equipment 11 25 Other assets: Broadcast licenses 46 61 Goodwill 143 124 Other intangibles, deferred costs and investments — — Total other assets 189 185 Total assets acquired 200 210 Liabilities Assumed: Current liabilities — — Total liabilities assumed — — Net assets acquired $ 200 $ 210 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Taxes | |
Income Taxes | 8. Income taxes On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, the following that impact us: (1) reducing the U.S. federal corporate income tax rate from 35 percent to 21 percent; (2) eliminating the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits can be realized; (3) creating a new limitation on deductible interest expense; (4) repealing the domestic production activities deduction; (5) limiting the deductibility of certain executive compensation; and (6) limiting certain other deductions. The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides for a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting relating to the Tax Act under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in its financial statements. If a company cannot determine a provisional estimate to be included in its financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. As a result of our initial analysis of the impact of the Tax Act, we recorded a provisional amount of net tax benefit of $11.5 million in 2017 related to the remeasurement of our deferred tax balance and other effects. We completed our accounting for the income tax effects of the Tax Act in 2018, and no material adjustments were required to the provisional amounts initially recorded. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Stock-Based Compensation | |
Stock-Based Compensation | 9. Stock-Based Compensation 2005 Incentive Compensation Plan On October 16, 2013 our stockholders approved the Second Amended and Restated Saga Communications, Inc. 2005 Incentive Compensation Plan, which was amended in 2018 after approval of the amendment by our stockholders at our 2018 annual meeting (as amended, the “Second Restated 2005 Plan”). The 2005 Incentive Compensation Plan, which replaced our 2003 Stock Option Plan, was first approved by stockholders in 2005 and subsequently this plan was re-approved by stockholders in 2010. The changes made in 2013 in the Second Restated 2005 Plan (i) increased the number of authorized shares by 233,334 shares of Common Stock, (ii) extended the date for making awards to September 6, 2018, (iii) included directors as participants, (iv) targeted awards according to groupings of participants based on ranges of base salary of employees and/or retainers of directors, (v) required participants to retain 50 % of their net annual restricted stock awards during their employment or service as a director, and (vi) included a clawback provision. The 2018 amendment to the Second Restated 2005 Plan (i) extended the date for making awards to September 6, 2023 and (ii) increased the number of authorized shares under the Plan by 90,000 shares of Class B Common Stock. The Second Restated 2005 Plan allows for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards to eligible employees and non-employee directors. The number of shares of Common Stock that may be issued under the Second Restated 2005 Plan may not exceed 370,000 shares of Class B Common Stock, 990,000 shares of Class A Common Stock of which up to 620,000 shares of Class A Common Stock may be issued pursuant to incentive stock options and 370,000 Class A Common Stock issuable upon conversion of Class B Common Stock. Awards denominated in Class A Common Stock may be granted to any employee or director under the Second Restated 2005 Plan. However, awards denominated in Class B Common Stock may only be granted to Edward K. Christian, President, Chief Executive Officer, Chairman of the Board of Directors, and the holder of 100% of the outstanding Class B Common Stock of the Company. Stock options granted under the Second Restated 2005 Plan may be for terms not exceeding ten years from the date of grant and may not be exercised at a price which is less than 100% of the fair market value of shares at the date of grant. Stock-Based Compensation All stock options granted were fully vested and expensed at December 31, 2012, therefore there was no compensation expense related to stock options for the three months ended March 31, 2020 and 2019, respectively. There were no options granted during 2020 and 2019 and there were no stock options outstanding as of March 31, 2020. All outstanding stock options were exercised in 2017. The following summarizes the restricted stock transactions for the three months ended March 31, 2020: Weighted Average Grant Date Fair Shares Value Outstanding at January 1, 2020 128,224 $ 34.66 Forfeited 275 37.27 Non-vested and outstanding at March 31, 2020 127,949 $ 34.65 For the three months ended March 31, 2020 and 2019, we had $569,000 and $559,000, respectively, of total compensation expense related to restricted stock-based compensation arrangements. This expense is included in corporate general and administrative expenses in our results of operations. The associated tax benefit recognized for the three months ended March 31, 2020 and 2019 was $58,000 and $63,000, respectively. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2020 | |
Long-Term Debt. | |
Long-Term Debt | 10. Long-Term Debt Long-term debt consisted of the following: March 31, December 31, 2020 2019 (In thousands) Revolving credit facility $ 10,000 $ 10,000 Amounts payable within one year — — $ 10,000 $ 10,000 On August 18, 2015, we entered into a new credit facility (the “Credit Facility”) with JPMorgan Chase Bank, N.A., The Huntington National Bank, Citizens Bank, National Association and J.P. Morgan Securities LLC. The Credit Facility consists of a $100 million five-year revolving facility (the “Revolving Credit Facility”) and originally matured on August 18, 2020. On June 27, 2018, the Company entered into a Second Amendment to its Credit Facility, dated August 18, 2015, which had first been amended on September 1, 2017, extending the revolving credit maturity date under the Credit Agreement for five years after the date of the amendment to June 27, 2023. On July 1, 2019, we elected to reduce our Revolving Credit Facility to $70 million. We have pledged substantially all of our assets (excluding our FCC licenses and certain other assets) in support of the Credit Facility and each of our subsidiaries has guaranteed the Credit Facility and has pledged substantially all of their assets (excluding their FCC licenses and certain other assets) in support of the Credit Facility. Approximately $266,000 of debt issuance costs related to the Credit Facility were capitalized and are being amortized over the life of the Credit Facility. These debt issuance costs are included in other assets, net in the consolidated balance sheets. As a result of the Second Amendment, the Company incurred an additional $120,000 of transaction fees related to the Credit Facility that were capitalized. The cumulative transaction fees are being amortized over the remaining life of the Credit Facility. The cumulative transaction fees are being amortized over the remaining life of the Credit Facility. Interest rates under the Credit Facility are payable, at our option, at alternatives equal to LIBOR (0.8125% at March 31, 2020), plus 1% to 2% or the base rate plus 0% to 1%. The spread over LIBOR and the base rate vary from time to time, depending upon our financial leverage. Letters of credit issued under the Credit Facility will be subject to a participation fee (which is equal to the interest rate applicable to Eurocurrency Loans, as defined in the Credit Agreement) payable to each of the Lenders and a fronting fee equal to 0.25% per annum payable to the issuing bank. We also pay quarterly commitment fees of 0.2% to 0.3% per annum on the unused portion of the Revolving Credit Facility. The Credit Facility contains a number of financial covenants (all of which we were in compliance with at March 31, 2020) which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness, dividends, distributions, guarantees, liens and encumbrances. On June 7, 2019, we used $5 million from funds generated by operations to voluntarily pay down a portion of our Revolving Credit Facility. On February 4, 2019, we used $5 million from funds generated by operations to voluntarily pay down a portion of our Revolving Credit Facility which was presented in current portion of long-term debt on our balance sheet at December 31, 2018. We had approximately $60 million of unused borrowing capacity under the Revolving Credit Facility at March 31, 2020. |
Litigation
Litigation | 3 Months Ended |
Mar. 31, 2020 | |
Litigation | |
Litigation | 11. Litigation The Company is subject to various outstanding claims which arise in the ordinary course of business and to other legal proceedings. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company’s financial statements. |
Dividends
Dividends | 3 Months Ended |
Mar. 31, 2020 | |
Dividends | |
Dividends | 12. Dividends On March 4, 2020, the Company’s Board of Directors declared a regular cash dividend of $0.32 per share on its Classes A and B Common Stock. This dividend, totaling approximately $1.9 million, was paid on April 10, 2020 to shareholders of record on March 16, 2020 and was recorded in dividends payable on the Company’s Condensed Consolidated Balance sheet at March 31, 2020. On December 11, 2019, the Company’s Board of Directors declared a quarterly cash dividend of $0.30 per share on its Classes A and B shares. This dividend totaling approximately $1.8 million was paid on January 17, 2020 to shareholders of record on December 27, 2019 and funded by cash on the Company’s balance sheet. On September 12, 2019, the Company’s Board of Directors declared a regular cash dividend of $0.30 per share on its Classes A and B Common Stock. This dividend, totaling approximately $1.8 million was paid on October 11, 2019 to shareholders of record on September 23, 2019 and funded by cash on the Company’s balance sheet. On May 30, 2019, the Company’s Board of Directors declared a regular cash dividend of $0.30 per share on its Classes A and B Common Stock. This dividend, totaling approximately $1.8 million, was paid on July 5, 2019 to shareholders of record on June 14, 2019 and funded by cash on the Company’s balance sheet. On February 26, 2019, the Company’s Board of Directors declared a regular cash dividend of $0.30 per share on its Classes A and B Common Stock. This dividend, totaling approximately $1.8 million, was paid on March 29, 2019 to shareholders of record on March 12, 2019. |
Other Income
Other Income | 3 Months Ended |
Mar. 31, 2020 | |
Other Income | |
Other Income | 13. Other Income During the first quarter of 2020, the Company sold land and a building on one of our tower sites in our Bellingham, Washington market for approximately $1.7 million to Talbot Real Estate, LLC. The cash was received on April 1, 2020. The Company recognized a gain on the sale of assets of approximately $1.4 million as of March 31, 2020. The gain is recorded in the other operating (income) expense, net in the Company’s Condensed Consolidated Statements of Income. During the first quarter of 2020, there was weather related damage to a tower in our Keene, New Hampshire market. The Company’s insurance policy provided coverage for removal of the tower. The insurance settlement was finalized during the first quarter and the Company received cash proceeds of $208,000 thousand, resulting in a $208,000 gain. The gain is recorded in other (income) expense, net, in the Company’s Condensed Consolidated Statements of Income. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10‑Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for annual financial statements. In our opinion, the accompanying financial statements include all adjustments of a normal, recurring nature considered necessary for a fair presentation of our financial position as of March 31, 2020 and the results of operations for the three months ended March 31, 2020 and 2019. Results of operations for the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. We own or operate broadcast properties in 27 markets, including 79 FM and 34 AM radio stations and 78 metro signals. For further information, refer to the consolidated financial statements and footnotes thereto included in the Saga Communications, Inc. Annual Report on Form 10‑K for the year ended December 31, 2019. We have evaluated events and transactions occurring subsequent to the balance sheet date of March 31, 2020, for items that should potentially be recognized in these financial statements or discussed within the notes to the financial statements. On March 11, 2020 the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. Since March 31, 2020, the COVID-19 pandemic has continued to spread and numerous state and local governments have issued or extended “shelter-in-place” orders, materially impacting and restricting various aspects of our business. Our broadcast revenue has been significantly negatively impacted in the majority of states where we operate. We have experienced a number of cancellations of advertising on our stations, especially regarding events, venues, sports, high ticket items, healthcare and automotive sales. We have been successful creating fresh, innovative and effective new advertising which has helped generate business for a number of our customers so that they are better positioned to remain open. Our operations are functioning, subject to regulated restrictions and safety constraints we have enacted in order to protect our employees, and customers. While we cannot reasonably estimate the length or severity of this pandemic, an extended economic slowdown in the U.S. could materially impact our consolidated financial position, consolidated results of operations, and consolidated cash flows in fiscal 2020 or beyond. |
Earnings Per Share | Earnings Per Share Information Earnings per share is calculated using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security. The Company has participating securities related to restricted stock units, granted under the Company’s Second Amended and Restated 2005 Incentive Compensation Plan, that earn dividends on an equal basis with common shares. In applying the two-class method, earnings are allocated to both common shares and participating securities. The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended March 31, 2020 2019 (In thousands, except per share data) Numerator: Net income $ 1,680 $ 1,370 Less: Income allocated to unvested participating securities 37 26 Net income available to common stockholders $ 1,643 $ 1,344 Denominator: Denominator for basic earnings per share — weighted average shares 5,866 5,841 Effect of dilutive securities: Common stock equivalents — — Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions 5,866 5,841 Earnings per share: Basic $ 0.28 $ 0.23 Diluted $ 0.28 $ 0.23 There were no stock options outstanding that had an antidilutive effect on our earnings per share calculation for the three months ended March 31, 2020 and 2019, respectively. The actual effect of these shares, if any, on the diluted earnings per share calculation will vary significantly depending on the fluctuation in the stock price. |
Financial Instruments | Financial Instruments Our financial instruments are comprised of cash and cash equivalents, accounts receivable, accounts payable and long-term debt. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short maturities. The carrying value of long-term debt approximates fair value as it carries interest rates that either fluctuate with the euro-dollar rate, prime rate or have been reset at the prevailing market rate at March 31, 2020. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts A provision for doubtful accounts is recorded based on our judgment of collectability of receivables. Amounts are written off when determined to be fully uncollectible. Delinquent accounts are based on contractual terms. We have included in our calculation of our allowance for doubtful accounts, the potential impact of the COVID-19 pandemic on our customers businesses and their ability to pay their accounts receivable. We maintain a specific allowance for estimated losses resulting from the inability of certain customers to make required payments. We also consider factors external to the specific customer, including current conditions and forecasts of economic conditions, including the potential impact of the COVID-19 pandemic. In the event we recover amounts previously written off, we will reduce the specific allowance for credit loss. |
Income Taxes | Income Taxes Our effective tax rate is higher than the federal statutory rate as a result of the inclusion of state taxes in the income tax amount. We have historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. Due to the uncertainty related to the impact of the COVID-19 pandemic on our operations, we have used a discrete effective tax rate method to calculate taxes for the three-month period ended March 31, 2020. |
Time Brokerage Agreements/Local Marketing Agreements | Time Brokerage Agreements/Local Marketing Agreements We have entered into Time Brokerage Agreements (“TBAs”) or Local Marketing Agreements (“LMAs”) in certain markets. In a typical TBA/LMA, the FCC licensee of a station makes available, for a fee, blocks of air time on its station to another party that supplies programming to be broadcast during that air time and sells their own commercial advertising announcements during the time periods specified. Revenue and expenses related to TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Statements of Income. Assets and liabilities related to the TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Balance Sheets. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant Accounting Policies | |
Schedule of Computation of Basic and Diluted Earnings Per Share | Three Months Ended March 31, 2020 2019 (In thousands, except per share data) Numerator: Net income $ 1,680 $ 1,370 Less: Income allocated to unvested participating securities 37 26 Net income available to common stockholders $ 1,643 $ 1,344 Denominator: Denominator for basic earnings per share — weighted average shares 5,866 5,841 Effect of dilutive securities: Common stock equivalents — — Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions 5,866 5,841 Earnings per share: Basic $ 0.28 $ 0.23 Diluted $ 0.28 $ 0.23 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue | |
Schedule of Disaggregation of Revenue | Revenues from contracts with customers comprised the following for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 (in thousands) Types of Revenue Broadcast Advertising Revenue, net $ 23,754 $ 25,191 Digital Advertising Revenue 858 875 Other Revenue 1,439 1,750 Net Revenue $ 26,051 $ 27,816 |
Common Stock and Treasury Sto_2
Common Stock and Treasury Stock (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Common Stock and Treasury Stock | |
Schedule of Stock by Class | The following summarizes information relating to the number of shares of our common stock issued in connection with stock transactions through March 31, 2020: Common Stock Issued Class A Class B (Shares in thousands) Balance, January 1, 2019 6,732 923 Conversion of shares 13 (13) Issuance of restricted stock 29 44 Forfeiture of restricted stock (3) — Balance, December 31, 2019 6,771 954 Balance, March 31, 2020 6,771 954 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases | |
Schedule of Minimum Annual Rental Commitments | We have no financing leases and minimum annual rental commitments under non-cancellable operating leases consisted of the following at March 31, 2020 (in thousands): Years Ending December 31, 2020 (a) $ 1,274 2021 1,676 2022 1,509 2023 1,177 2024 842 Thereafter 1,784 Total lease payments (b) 8,262 Less: Interest (c) 1,247 Present value of lease liabilities (d) $ 7,015 (a) Remaining payments are for the nine-months ending December 31, 2020 (b) Lease payments include options to extend lease terms that are reasonably certain of being exercised. There were no legally binding minimum lease payments for leases signed but not yet commenced at March 31, 2020. (c) Our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our discount rate for such leases to determine the present value of lease payments at the lease commencement date. The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were 6.7 years and 4.6%, respectively, at March 31, 2020 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Acquisitions and Dispositions | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Condensed Consolidated Balance Sheet of 2020 and 2019 Acquisitions Acquisitions in 2020 2019 (In thousands) Assets Acquired: Current assets $ — $ — Property and equipment 11 25 Other assets: Broadcast licenses 46 61 Goodwill 143 124 Other intangibles, deferred costs and investments — — Total other assets 189 185 Total assets acquired 200 210 Liabilities Assumed: Current liabilities — — Total liabilities assumed — — Net assets acquired $ 200 $ 210 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Stock-Based Compensation | |
Summary of Restricted Stock Transactions | The following summarizes the restricted stock transactions for the three months ended March 31, 2020: Weighted Average Grant Date Fair Shares Value Outstanding at January 1, 2020 128,224 $ 34.66 Forfeited 275 37.27 Non-vested and outstanding at March 31, 2020 127,949 $ 34.65 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Long-Term Debt. | |
Schedule of Long-Term Debt | Long-term debt consisted of the following: March 31, December 31, 2020 2019 (In thousands) Revolving credit facility $ 10,000 $ 10,000 Amounts payable within one year — — $ 10,000 $ 10,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Basic and diluted earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Numerator: | ||
Net income | $ 1,680 | $ 1,370 |
Less: Income allocated to unvested participating securities | 37 | 26 |
Net income available to common stockholders | $ 1,643 | $ 1,344 |
Denominator: | ||
Denominator for basic earnings per share - weighted average shares | 5,866 | 5,841 |
Effect of dilutive securities: | ||
Common stock equivalents | 0 | 0 |
Denominator for diluted earnings per share - adjusted weighted-average shares and assumed conversions | 5,866 | 5,841 |
Basic earnings per share: | ||
Basic | $ 0.28 | $ 0.23 |
Diluted earnings per share | ||
Diluted | $ 0.28 | $ 0.23 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details Texual) $ / shares in Units, $ in Thousands | Dec. 11, 2019$ / shares | Sep. 12, 2019$ / shares | Mar. 04, 2019$ / shares | May 30, 2019$ / shares | Feb. 26, 2019$ / shares | Mar. 31, 2020USD ($)item$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares |
Summary Of Significant Accounting Policies [Line Items] | |||||||
Number Of FM Radio Stations | item | 79 | ||||||
Number Of AM Radio Stations | 34 | ||||||
Number Of Metro Signals | 78 | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 0 | 0 | |||||
Special cash dividend declared on Classes A and B Common Stock | $ / shares | $ 0.32 | $ 0.30 | |||||
Number Of Market Serving | item | 27 | ||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 19,200 | ||||||
Stock Repurchase Program, Authorized Amount | 75,800 | ||||||
Operating Lease, Right-of-Use Asset | 6,800 | $ 6,300 | |||||
Operating Lease, Liability | $ 7,015 | $ 6,400 | |||||
Customer relationships [Member] | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||||
Class A Common Stock | |||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||
Special cash dividend declared on Classes A and B Common Stock | $ / shares | $ 0.30 | $ 0.30 | $ 0.32 | $ 0.30 | $ 0.30 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | ||
Net Revenue | $ 26,051 | $ 27,816 |
Broadcast Advertising Revenue, Net [Member] | ||
Revenue | ||
Net Revenue | 23,754 | 25,191 |
Digital Advertising Revenue [Member] | ||
Revenue | ||
Net Revenue | 858 | 875 |
Other Revenue [Member] | ||
Revenue | ||
Net Revenue | $ 1,439 | $ 1,750 |
Intangible Assets (Details)
Intangible Assets (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Customer relationships [Member] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Maximum [Member] | Favorable lease agreements [Member] | |
Finite-Lived Intangible Asset, Useful Life | 26 years |
Maximum [Member] | Other Intangible [Member] | |
Finite-Lived Intangible Asset, Useful Life | 15 years |
Minimum [Member] | Favorable lease agreements [Member] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Minimum [Member] | Other Intangible [Member] | |
Finite-Lived Intangible Asset, Useful Life | 1 year |
Common Stock and Treasury Sto_3
Common Stock and Treasury Stock - Information Relating to the Number of Shares of Our Common Stock Issued (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2019shares | |
Class A Common Stock | |
Common Stock [Line Items] | |
Balance, shares | 6,732 |
Conversion of shares | 13 |
Issuance of restricted stock | 29 |
Forfeiture of restricted stock (in shares) | (3) |
Balance, shares | 6,771 |
Class B Common Stock | |
Common Stock [Line Items] | |
Balance, shares | 923 |
Conversion of shares | (13) |
Issuance of restricted stock | 44 |
Forfeiture of restricted stock (in shares) | 0 |
Balance, shares | 954 |
Common Stock and Treasury Sto_4
Common Stock and Treasury Stock - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Common Stock and Treasury Stock | ||
Share repurchase program, authorized amount | $ 75,800,000 | |
Stock repurchase program, remaining authorization amount | $ 19,200,000 | |
Stock Repurchased During Period, Shares | 800 | 20,100 |
Stock Repurchased During Period, Value | $ 20,000 | $ 748,000 |
Leases- Minimum Annual Rental C
Leases- Minimum Annual Rental Commitments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Mar. 31, 2019 |
Minimum annual rental commitments | ||
2020 | $ 1,274 | |
2021 | 1,676 | |
2022 | 1,509 | |
2023 | 1,177 | |
2024 | 842 | |
Thereafter | 1,784 | |
Total lease payments | 8,262 | |
Less: Interest | 1,247 | |
Present value of lease liabilities | $ 7,015 | $ 6,400 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases | ||
Operating Lease, Right-of-Use Asset | $ 6,800 | $ 6,300 |
Operating Lease, Liability | 7,015 | 6,400 |
Additional lease liabilities recorded | 460 | |
Operating Lease, Payments | 457 | 411 |
Lease, Cost | $ 433 | $ 429 |
Operating Lease, Weighted Average Remaining Lease Term | 6 years 8 months 12 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 4.60% |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets Acquired: | ||
Current assets | $ 0 | $ 0 |
Property and equipment | 11 | 25 |
Other assets: | ||
Broadcast licenses | 46 | 61 |
Goodwill | 143 | 124 |
Other intangibles, deferred costs and investments | 0 | 0 |
Total other assets | 189 | 185 |
Total assets acquired | 200 | 210 |
Liabilities Assumed: | ||
Current liabilities | 0 | 0 |
Total liabilities assumed | 0 | 0 |
Net assets acquired | $ 200 | $ 210 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions - Additional Information (Details) - USD ($) $ in Thousands | Jan. 02, 2020 | Jan. 09, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
W295BL | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Consideration Transferred | $ 200 | |||
Consideration paid | $ 10 | |||
W295BL | Forecast | ||||
Business Acquisition [Line Items] | ||||
Consideration paid | $ 190 | |||
WPVQ-AM and W222CH | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Consideration Transferred | $ 210 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Millions | 12 Months Ended | 27 Months Ended |
Dec. 31, 2017 | Mar. 31, 2020 | |
Income Taxes | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | 21.00% |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | $ 11.5 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Transactions (Details) - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Summary of the restricted stock transactions | |
Shares, Non-vested and Outstanding, Beginning | shares | 128,224 |
Shares, Forfeited | shares | 275 |
Shares, Non-vested and Outstanding, Ending | shares | 127,949 |
Weighted Average Grant Date Fair Value, Outstanding | $ / shares | $ 34.66 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 37.27 |
Weighted Average Grant Date Fair Value, Non-vested and outstanding | $ / shares | $ 34.65 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Oct. 16, 2013 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Stock Based Compensation [Abstract] | ||||
Stock-Based Compensation expense | $ 0 | $ 0 | ||
Stock options granted | 0 | 0 | ||
Stock options outstanding | 0 | |||
Increase in number of common stock shares authorized | 233,334 | |||
Percentage to retain annual restricted stock awards | 50.00% | |||
Stock options exercise price description | may not be exercised at a price which is less than 100% of the fair market value of shares at the date of grant | |||
Restricted Stock [Member] | ||||
Stock Based Compensation [Abstract] | ||||
Stock-Based Compensation expense | $ 569,000 | $ 559,000 | ||
Recognized tax benefits | $ 58,000 | $ 63,000 | ||
Class A Common Stock | Stock Option [Member] | ||||
Stock Based Compensation [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 990,000 | |||
Class A Common Stock | Convert For Class B [Member] | ||||
Stock Based Compensation [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 370,000 | |||
Class A Common Stock | Incentive Compensation Plan [Member] | ||||
Stock Based Compensation [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 620,000 | |||
Class B Common Stock | ||||
Stock Based Compensation [Abstract] | ||||
Increase in number of common stock shares authorized | 90,000 | |||
Class B Common Stock | Stock Option [Member] | ||||
Stock Based Compensation [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 370,000 |
Long-Term Debt - Long-Term Debt
Long-Term Debt - Long-Term Debt Consisted (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Total debt | ||
Amounts payable within one year | $ 0 | $ 0 |
Long-term debt, noncurrent | 10,000 | 10,000 |
Revolving Credit Facility [Member] | ||
Total debt | ||
Long-term debt, noncurrent | $ 10,000 | $ 10,000 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) - USD ($) | Jul. 01, 2019 | Feb. 04, 2019 | Aug. 18, 2015 | Mar. 31, 2020 | Jun. 07, 2019 |
Debt Instrument [Line Items] | |||||
Amortization of Acquisition Costs | $ 266,000 | ||||
Amortization Of Additional Acquisition Costs | $ 120,000 | ||||
London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 0.25% | ||||
Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Commitment Fee Percentage | 0.20% | ||||
Minimum [Member] | Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 0.00% | ||||
Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Line of Credit Facility, Commitment Fee Percentage | 0.30% | ||||
Maximum [Member] | Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||
Libor Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Interest Rate, Effective Percentage | 0.8125% | ||||
Libor Rate [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||
Libor Rate [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | ||||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Maturity Date | Aug. 18, 2020 | ||||
Repayments of Long-term Lines of Credit | $ 70,000,000 | $ 5,000,000 | |||
Long-term Debt | $ 100,000,000 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 60,000,000 | $ 5,000,000 |
Dividends (Details)
Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 16, 2020 | Mar. 04, 2020 | Mar. 04, 2020 | Jan. 17, 2020 | Dec. 27, 2019 | Dec. 11, 2019 | Dec. 11, 2019 | Oct. 11, 2019 | Sep. 23, 2019 | Sep. 12, 2019 | Sep. 12, 2019 | Jul. 05, 2019 | Jun. 14, 2019 | May 30, 2019 | Apr. 10, 2019 | Mar. 29, 2019 | Mar. 12, 2019 | Mar. 04, 2019 | Feb. 26, 2019 | May 30, 2019 | Feb. 26, 2019 | Mar. 31, 2020 | Mar. 31, 2019 |
Common Stock, Dividends, Per Share, Declared | $ 0.32 | $ 0.30 | |||||||||||||||||||||
Dividends Payable, Date to be Paid | Mar. 16, 2020 | Jan. 17, 2020 | Oct. 11, 2019 | Jul. 5, 2019 | Apr. 10, 2020 | Mar. 29, 2019 | |||||||||||||||||
Dividends Payable, Date of Record | Dec. 27, 2019 | Sep. 23, 2019 | Jun. 14, 2019 | Mar. 12, 2019 | |||||||||||||||||||
Dividends | $ 1,900 | $ 1,800 | $ 1,800 | $ 1,800 | $ 1,800 | ||||||||||||||||||
Payments of Ordinary Dividends, Common Stock | $ 1,797 | $ 5,058 | |||||||||||||||||||||
Dividends Payable, Date Declared | Mar. 4, 2020 | Dec. 11, 2019 | Sep. 12, 2019 | May 30, 2019 | Feb. 26, 2019 | ||||||||||||||||||
Class A Common Stock | |||||||||||||||||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.30 | $ 0.30 | $ 0.32 | $ 0.30 | $ 0.30 | ||||||||||||||||||
Class B Common Stock | |||||||||||||||||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.32 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 |
Other Income (Details Textual)
Other Income (Details Textual) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Other Income | |
Proceeds from sale of land and buildings | $ 1,700 |
Gain on sale of land and buildings | 1,400 |
Cash proceeds from insurance settlement | 208,000 |
Gain on insurance settlement | $ 208,000 |