Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 02, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | SAGA COMMUNICATIONS INC | ||
Entity Central Index Key | 886,136 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 229,017,827 | ||
Trading Symbol | SGA | ||
Class A Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 5,042,709 | ||
Class B Common Stock [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 898,633 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 53,030 | $ 26,697 |
Accounts receivable, less allowance of $727 ($518 in 2016) | 19,307 | 17,735 |
Prepaid expenses and other current assets | 2,517 | 2,397 |
Barter transactions | 1,320 | 1,318 |
Current assets of discontinued operations | 0 | 4,625 |
Total current assets | 76,174 | 52,772 |
Net property and equipment | 56,235 | 49,174 |
Other assets: | ||
Broadcast licenses, net | 93,259 | 86,622 |
Goodwill | 15,558 | 7,407 |
Other intangibles, deferred costs and investments, net of accumulated amortization of $12,588 ($11,804 in 2016) | 7,543 | 5,975 |
Assets of discontinued operations | 0 | 18,048 |
Total assets | 248,769 | 219,998 |
Current liabilities: | ||
Accounts payable | 2,206 | 1,618 |
Accrued expenses: | ||
Payroll and payroll taxes | 7,836 | 6,954 |
Dividend payable | 6,529 | 0 |
Other | 3,243 | 3,198 |
Barter transactions | 1,091 | 1,304 |
Current liabilities of discontinued operations | 0 | 2,971 |
Total current liabilities | 20,905 | 16,045 |
Deferred income taxes | 21,072 | 29,741 |
Long-term debt | 25,000 | 35,287 |
Other liabilities | 2,327 | 2,885 |
Liabilities of discontinued operations | 0 | 1,058 |
Total liabilities | 69,304 | 85,016 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, 1,500 shares authorized, none issued and outstanding | 0 | 0 |
Additional paid-in capital | 62,675 | 59,557 |
Retained earnings | 151,608 | 108,733 |
Treasury stock (1,656 shares in 2017 and 1,625 in 2016, at cost) | (34,894) | (33,382) |
Total stockholders' equity | 179,465 | 134,982 |
Total liabilities and stockholders' equity | 248,769 | 219,998 |
Class A Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock | 67 | 66 |
Total stockholders' equity | 67 | 66 |
Class B Common Stock [Member] | ||
Stockholders' equity: | ||
Common stock | 9 | 8 |
Total stockholders' equity | $ 9 | $ 8 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Allowance for accounts receivable | $ 727 | $ 518 |
Accumulated amortization on other intangibles, deferred costs and investments | $ 12,588 | $ 11,804 |
Preferred Stock, Shares Authorized | 1,500 | 1,500 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Treasury stock, shares (in shares) | 1,656 | 1,625 |
Class A Common Stock [Member] | ||
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 35,000 | 35,000 |
Common Stock, Shares, Issued | 6,694 | 6,638 |
Class B Common Stock [Member] | ||
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 3,500 | 3,500 |
Common Stock, Shares, Issued | 898 | 878 |
Common Stock, Shares, Outstanding | 898 | 878 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net operating revenue | $ 118,149 | $ 118,955 | $ 111,792 |
Operating expenses (income): | |||
Station operating expense | 87,759 | 86,799 | 83,188 |
Corporate general and administrative | 11,657 | 10,980 | 10,091 |
Other operating expense (income), net | 55 | (1,351) | 509 |
Impairment of intangible assets | 1,449 | 0 | 874 |
Operating Expenses, Total | 100,920 | 96,428 | 94,662 |
Operating income from continuing operations | 17,229 | 22,527 | 17,130 |
Other (income) expenses: | |||
Interest expense | 903 | 744 | 855 |
Write-off of debt issuance costs | 0 | 0 | 557 |
Income from continuing operations before income taxes | 16,326 | 21,783 | 15,718 |
Income tax provision: | |||
Current | 2,290 | 6,626 | 4,091 |
Deferred | (8,210) | 2,247 | 2,481 |
Income tax provision | (5,920) | 8,873 | 6,572 |
Income from continuing operations, net of tax | 22,246 | 12,910 | 9,146 |
Income from discontinued operations, net of tax | 32,471 | 5,276 | 4,268 |
Net income | $ 54,717 | $ 18,186 | $ 13,414 |
Basic earnings per share: | |||
From continuing operations | $ 3.77 | $ 2.20 | $ 1.58 |
From discontinued operations | 5.50 | 0.90 | 0.73 |
Basic earnings per share | $ 9.27 | $ 3.1 | $ 2.31 |
Weighted average common shares | 5,803 | 5,761 | 5,706 |
Diluted earnings per share: | |||
From continuing operations | $ 3.77 | $ 2.19 | $ 1.56 |
From discontinued operations | 5.50 | 0.90 | 0.73 |
Diluted earnings per share | $ 9.27 | $ 3.09 | $ 2.29 |
Weighted average common and common equivalent shares | 5,807 | 5,771 | 5,740 |
Dividends declared per share | $ 2 | $ 1.3 | $ 1.1 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Class A Common Stock [Member] | Class B Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] |
Balance at Dec. 31, 2014 | $ 115,245 | $ 64 | $ 8 | $ 52,496 | $ 91,178 | $ (28,501) |
Balance, shares at Dec. 31, 2014 | 6,446 | 843 | ||||
Net income | 13,414 | 13,414 | ||||
Conversion of shares from Class B to Class A | 0 | $ 1 | $ (1) | |||
Conversion of shares from Class B to Class A (in shares) | 40 | (40) | ||||
Issuance of restricted stock | 0 | $ 0 | $ 0 | |||
Issuance of restricted stock (in shares) | 26 | 30 | ||||
Forfeiture of restricted stock | 0 | $ 0 | ||||
Forfeiture of restricted stock (in shares) | (2) | |||||
Net proceeds from exercised options | (767) | $ 1 | $ 1 | 3,393 | (4,162) | |
Net proceeds from exercised options (in shares) | 93 | 32 | ||||
Dividends declared per common share | (6,412) | (6,412) | ||||
Compensation expense related to restricted stock awards | 1,655 | 1,655 | ||||
Purchase of shares held in treasury | (563) | (563) | ||||
401(k) plan contribution | 244 | (34) | 278 | |||
Balance at Dec. 31, 2015 | 122,816 | $ 66 | $ 8 | 57,510 | 98,180 | (32,948) |
Balance, shares at Dec. 31, 2015 | 6,603 | 865 | ||||
Net income | 18,186 | 18,186 | ||||
Conversion of shares from Class B to Class A | 0 | $ 0 | $ 0 | |||
Conversion of shares from Class B to Class A (in shares) | 12 | (12) | ||||
Issuance of restricted stock | 0 | $ 0 | $ 0 | |||
Issuance of restricted stock (in shares) | 23 | 25 | ||||
Dividends declared per common share | (7,633) | (7,633) | ||||
Compensation expense related to restricted stock awards | 2,101 | 2,101 | ||||
Purchase of shares held in treasury | (746) | (746) | ||||
401(k) plan contribution | 258 | (54) | 312 | |||
Balance at Dec. 31, 2016 | 134,982 | $ 66 | $ 8 | 59,557 | 108,733 | (33,382) |
Balance, shares at Dec. 31, 2016 | 6,638 | 878 | ||||
Net income | 54,717 | 54,717 | ||||
Conversion of shares from Class B to Class A | 0 | $ 0 | $ 0 | |||
Conversion of shares from Class B to Class A (in shares) | 17 | (17) | ||||
Issuance of restricted stock | 0 | $ 0 | $ 1 | (1) | ||
Issuance of restricted stock (in shares) | 19 | 29 | ||||
Forfeiture of restricted stock | 0 | $ 0 | ||||
Forfeiture of restricted stock (in shares) | (1) | |||||
Net proceeds from exercised options | 1 | $ 1 | $ 0 | 826 | (826) | |
Net proceeds from exercised options (in shares) | 21 | 8 | ||||
Dividends declared per common share | (11,842) | (11,842) | ||||
Compensation expense related to restricted stock awards | 2,279 | 2,279 | ||||
Purchase of shares held in treasury | (946) | (946) | ||||
401(k) plan contribution | 274 | 14 | 260 | |||
Balance at Dec. 31, 2017 | $ 179,465 | $ 67 | $ 9 | $ 62,675 | $ 151,608 | $ (34,894) |
Balance, shares at Dec. 31, 2017 | 6,694 | 898 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net income | $ 54,717 | $ 18,186 | $ 13,414 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Income from discontinued operations | (32,471) | (5,276) | (4,268) |
Depreciation and amortization | 6,251 | 5,876 | 5,425 |
Deferred income taxes | (8,210) | 2,247 | 2,481 |
Impairment of intangible assets | 1,449 | 0 | 874 |
Amortization of deferred costs | 53 | 53 | 131 |
Compensation expense related to restricted stock awards | 2,279 | 2,101 | 1,655 |
(Gain) loss on sale of assets | 55 | (1,351) | 509 |
Barter revenue, net | (251) | (254) | (163) |
Deferred and other compensation | (337) | 14 | (41) |
Write-off of debt issuance costs | 0 | 0 | 557 |
Changes in assets and liabilities: | |||
Decrease (increase) in receivables and prepaid expenses | (434) | (885) | 233 |
Increase in accounts payable, accrued expenses, and other liabilities | 811 | 1,117 | 1,235 |
Total adjustments | (30,805) | 3,642 | 8,628 |
Net cash provided by continuing operating activities | 23,912 | 21,828 | 22,042 |
Net cash provided by (used in) discontinued operating activities | (18,538) | 7,478 | 6,577 |
Net cash provided by (used in) operating activities | 5,374 | 29,306 | 28,619 |
Cash flows from investing activities: | |||
Acquisition of property and equipment | (6,246) | (3,967) | (3,570) |
Proceeds from sale and disposal of assets | 419 | 1,676 | 165 |
Acquisition of broadcast properties | (25,856) | (12,841) | (11,842) |
Other investing activities | (5) | 39 | (666) |
Net cash used in continuing investing activities | (31,688) | (15,093) | (15,913) |
Net cash received provided by (used in) discontinued operations investing activities | 69,193 | (835) | (1,193) |
Net cash received from (used in) investing activities | 37,505 | (15,928) | (17,106) |
Cash flows from financing activities: | |||
Payments on long-term debt | (10,287) | 0 | (35,000) |
Proceeds from long-term debt | 0 | 0 | 35,287 |
Cash dividends paid | (5,313) | (7,633) | (6,412) |
Payments for debt issuance costs | 0 | 0 | (266) |
Other financing activities | (946) | (746) | (1,331) |
Net cash used in financing activities | (16,546) | (8,379) | (7,722) |
Net increase in cash and cash equivalents | 26,333 | 4,999 | 3,791 |
Cash and cash equivalents, beginning of year | 26,697 | 21,698 | 17,907 |
Cash and cash equivalents, end of year | $ 53,030 | $ 26,697 | $ 21,698 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Saga Communications, Inc. is a broadcasting company whose business is devoted to acquiring, developing and operating broadcast properties. As of December 31, 2017, we owned or operated seventy-five FM and thirty-three AM radio stations, serving twenty-six markets throughout the United States. On May 9, 2017 the Company entered into an agreement to sell its Joplin, Missouri and Victoria, Texas television stations and subsequently closed on this transaction on September 1, 2017. The historical results of operations for the television stations are presented in the discontinued operations for all periods presented (see Note 3). As a result of the Company’s television stations being reported as discontinued operations the Company only has one reportable segment at December 31, 2017. Unless indicated otherwise, the information in the Notes to Consolidated Financial Statements relates to the Company’s continuing operations. The consolidated financial statements include the accounts of Saga Communications, Inc. and our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. While we do not believe that the ultimate settlement of any amounts reported will materially affect our financial position or results of future operations, actual results may differ from estimates provided. Certain cash deposits with financial institutions may at times exceed FDIC insurance limits. 46 48 46 We sell advertising to local and national companies throughout the United States. We perform ongoing credit evaluations of our customers and generally do not require collateral. We maintain an allowance for doubtful accounts at a level which we believe is sufficient to cover potential credit losses. Cash and cash equivalents consist of cash on hand and time deposits with original maturities of three months or less. We did not have any time deposits at December 31, 2017 and 2016. 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 December 31, 2017. A provision for doubtful accounts is recorded based on our judgment of the collectability of receivables. Amounts are written off when determined to be fully uncollectible. Delinquent accounts are based on contractual terms. Write Off of Balance Charged to Allowance Uncollectible Balance at at Beginning Costs and From Accounts, Net of End of Year Ended of Period Expenses Acquisitions Recoveries Period (in thousands) December 31, 2017 $ 518 $ 333 $ 181 $ (305) $ 727 December 31, 2016 $ 614 $ 195 $ $ (291) $ 518 December 31, 2015 $ 378 $ 294 $ 99 $ (157) $ 614 Our radio and television stations trade air time for goods and services used principally for promotional, sales and other business activities. An asset and a liability are recorded at the fair market value of goods or services received. Barter revenue is recorded when commercials are broadcast, and barter expense is recorded when goods or services received are used. Property and equipment are carried at cost. Expenditures for maintenance and repairs are expensed as incurred. When property and equipment is sold or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts and the gain or loss realized on disposition is reflected in earnings. Depreciation is provided using the straight-line method based on the estimated useful life of the assets. We review our property and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If the assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair market value. We did not record any impairment of property and equipment during 2017, 2016 and 2015. Estimated December 31, Useful Life 2017 2016 (In thousands) Land and land improvements $ 13,594 $ 12,307 Buildings 31.5 years 34,905 32,046 Towers and antennae 7-15 years 24,538 23,066 Equipment 3-15 years 52,534 56,745 Furniture, fixtures and leasehold improvements 7-20 years 6,822 7,261 Vehicles 5 years 3,463 3,255 135,856 134,680 Accumulated depreciation (79,621) (85,506) Net property and equipment $ 56,235 $ 49,174 Depreciation expense for continuing operations for the years ended December 31, 2017, 2016 and 2015 was $ 5,391,000 5,234,000 5,194,000 445,000 1,387,000 1,399,000 Intangible assets deemed to have indefinite useful lives, which include broadcast licenses and goodwill, are not amortized and are subject to impairment tests which are conducted as of October 1 of each year, or more frequently if impairment indicators arise. We have 108 26 Separable intangible assets that have finite lives are amortized over their useful lives using the straight-line method. Favorable lease agreements are amortized over the leases length, ranging from five to twenty-six years. Other intangibles are amortized over one to fifteen years. Customer relationships are amortized over three years. The costs related to the issuance of debt are capitalized and amortized to interest expense over the life of the debt. During the years ended December 31, 2017, 2016 and 2015, we recognized interest expense related to the amortization of debt issuance costs of $53,000, $53,000 and $131,000, respectively. In 2015 we wrote-off unamortized debt issuance costs of $ 557,000 At December 31, 2017 and 2016 the net book value of debt issuance costs related to our line of credit was $ 138,000 191,000 In March 2013, our board of directors authorized an increase in the amount committed to our Stock Buy-Back Program (the “Buy-Back Program”) from $ 60 75.8 22.4 Repurchases of shares of our Common Stock are recorded as Treasury stock and result in a reduction of Stockholders’ equity. During 2017, 2016 and 2015, we acquired 37,141 47.72 18,612 40.06 129,384 36.53 Revenue from the sale of commercial broadcast time to advertisers is recognized when commercials are broadcast. Revenue is reported net of advertising agency commissions. Agency commissions, when applicable are based on a stated percentage applied to gross billing. All revenue is recognized in accordance with the Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, Topic 13, Revenue Recognition Revised and Updated Revenue Recognition We have entered into Local Marketing Agreements (“LMA’s”) in certain markets. In a typical 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 its own commercial advertising announcements during the time periods specified. Revenue and expenses related to LMA’s are included in the accompanying Consolidated Statements of Income. Assets and liabilities related to the LMA’s are included in the accompanying Consolidated Balance Sheets. Advertising and promotion costs are expensed as incurred. Such costs related to our continuing operations amounted to $ 2,441,000 2,633,000 2,475,000 240,000 341,000 328,000 Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. 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. On December 7, 2017, the Company’s Board of Directors declared a quarterly cash dividend of $ 0.30 0.80 approximately 6.5 On September 13, 2017, the Company’s Board of Directors declared a regular cash dividend of $ 0.30 approximately 1.8 On May 3, 2017, the Company’s Board of Directors declared a regular cash dividend of $ 0.30 approximately 1.8 On March 3, 2017, the Company’s Board of Directors declared a regular quarterly cash dividend of $ 0.30 approximately 1.8 On November 21, 2016 the Company’s Board of Directors declared a quarterly cash dividend of $ 0.30 2.9 On August 30, 2016, the Company’s Board of Directors declared a regular cash dividend of $ 0.30 1.8 On June 1, 2016, the Company’s Board of Directors declared a regular cash dividend of $ 0.25 1.5 On March 2, 2016, the Company’s Board of Directors declared a regular quarterly cash dividend of $ 0.25 1.5 On November 17, 2015 the Company’s Board of Directors declared a quarterly cash dividend of $ 0.25 2.9 On September 2, 2015 the Company’s Board of Directors declared a quarterly cash dividend of $ 0.20 1.2 On June 10, 2015 the Company’s Board of Directors declared a quarterly cash dividend of $ 0.20 1.2 On March 25, 2015 the Company’s Board of Directors declared a quarterly cash dividend of $ 0.20 1.2 Stock-Based Compensation Stock-based compensation cost for stock option awards is estimated on the date of grant using a Black-Scholes valuation model and is expensed on a straight-line method over the vesting period of the options. Stock-based compensation expense is recognized net of estimated forfeitures. The fair value of restricted stock awards is determined based on the closing market price of the Company’s Class A Common Stock on the grant date and is adjusted at each reporting date based on the amount of shares ultimately expected to vest. See Note 7 Stock-Based Compensation for further details regarding the expense calculated under the fair value based method. 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. Years Ended December 31, 2017 2016 2015 (In thousands, except per share data) Numerator: Income from continuing operations $ 22,246 $ 12,910 $ 9,146 Less: Income allocated to unvested participating securities 370 231 171 Income from continuing operations available to common stockholders $ 21,876 $ 12,679 $ 8,975 Income from discontinued operations $ 32,471 $ 5,276 $ 4,268 Less: Income allocated to unvested participating securities 541 94 80 Income from discontinued operations available to common stockholders $ 31,930 $ 5,182 $ 4,188 Net income available to common stockholders $ 53,806 $ 17,861 $ 13,163 Denominator: Denominator for basic earnings per share-weighted average shares 5,803 5,761 5,706 Effect of dilutive securities: Stock options 4 10 34 Denominator for diluted earnings per share adjusted weighted-average shares and assumed conversions 5,807 5,771 5,740 Basic earnings per share: From continuing operations $ 3.77 $ 2.20 $ 1.58 From discontinued operations 5.50 0.90 0.73 Basic earnings per share $ 9.27 $ 3.10 $ 2.31 Diluted earnings per share From continuing operations $ 3.77 $ 2.19 $ 1.56 From discontinued operations 5.50 0.90 0.73 Diluted earnings per share $ 9.27 $ 3.09 $ 2.29 The number of stock options outstanding that had an antidilutive effect on our earnings per share calculation, and therefore have been excluded from dilutive earnings per share calculation, was 0 0 0 Recently Adopted Accounting Pronouncements In November 2015, the FASB issued Accounting Standards Update No. 2015-17, “Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes” 1,022,000 In March 2016, the FASB issued ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" In May 2017, the FASB issued ASU 2017-09, “Compensation Stock Compensation (Topic 718), Scope of Modification Accounting)” In January 2017, the FASB issued ASU 2017-04, “ Intangibles Goodwill and Other (Topic 350)” In August 2016, the FASB issued ASU No. 2016-15, “ Classification of Certain Cash Receipts and Cash Payments (Topic 230): Statement of Cash Flows” In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842)” In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” |
Broadcast Licenses, Goodwill an
Broadcast Licenses, Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Broadcast Licenses and Other Intangibles Assets | 2. Broadcast Licenses, Goodwill and Other Intangible Assets We evaluate our FCC licenses for impairment annually, or more frequently if events or changes in circumstances indicate that the asset might be impaired. We operate our broadcast licenses in each market as a single asset and determine the fair value by relying on a discounted cash flow approach assuming a start-up scenario in which the only assets held by an investor are broadcast licenses. The fair value calculation contains assumptions incorporating variables that are based on past experiences and judgments about future operating performance using industry normalized information for an average station within a market. These variables include, but are not limited to: (1) the forecasted growth rate of each radio or television market, including population, household income, retail sales and other expenditures that would influence advertising expenditures; (2) the estimated available advertising revenue within the market and the related market share and profit margin of an average station within a market; (3) estimated capital start-up costs and losses incurred during the early years; (4) risk-adjusted discount rate; (5) the likely media competition within the market area; and (6) terminal values. 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. We also evaluate goodwill in each of its reporting units (reportable segment) for impairment annually, or more frequently if certain circumstances are present. 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. We utilize independent appraisals in testing FCC licenses for impairment when indicators of impairment are present. We evaluate amortizable intangible assets for recoverability when circumstances indicate impairment may have occurred, using an undiscounted cash flow methodology. If the future undiscounted cash flows for the intangible asset are less than net book value, then the net book value is reduced to the estimated fair value. Amortizable intangible assets are included in other intangibles, deferred costs and investments in the consolidated balance sheets. Broadcast Licenses Continuing Discontinued Total (In thousands) Balance at January 1, 2016 $ 78,499 $ 9,607 $ 88,106 Acquisitions 8,123 8,123 Balance at December 31, 2016 $ 86,622 $ 9,607 $ 96,229 Acquisitions 8,086 8,086 Dispositions (9,607) (9,607) Impairment charge (1,449) (1,449) Balance at December 31, 2017 $ 93,259 $ $ 93,259 2017 Impairment Test We completed our annual impairment test of broadcast licenses during the fourth quarter of 2017 and determined that the fair value of the broadcast licenses were less than the amount reflected in the balance sheet for one of the Company’s radio markets, Springfield, Illinois, and recorded non-cash impairment charge of $ 1,449 The following table reflects certain key estimates and assumptions used in the impairment test in the fourth quarter of 2017. The ranges for operating profit margin and market long-term revenue growth rates vary by market. Fourth Fourth Fourth Discount rates 12.4% - 12.5 % 12.3% - 12.4 % 12.2% - 12.4 % Operating profit margin ranges 19.0% - 36.4 % 19.5% - 36.4 % 19.5% - 36.4 % Market long-term revenue growth rates 1.1% - 3.5 % 1.0% - 2.9 % 1.3% - 3.1 % If actual market conditions are less favorable than those estimated by us or if events occur or circumstances change that would reduce the fair value of our broadcast licenses below the carrying value, we may be required to recognize additional impairment charges in future periods. Such a charge could have a material effect on our consolidated financial statements. 2016 Impairment Test During the fourth quarter of 2016, we completed our annual impairment test of broadcast licenses and determined that the fair value of the broadcast licenses was greater than the carrying value recorded for each of our markets and, accordingly, no impairment was recorded. 2015 Impairment Test We completed our annual impairment test of broadcast licenses during the fourth quarter of 2015 and determined that the fair value of the broadcast licenses were less than the amount reflected in the balance sheet for one of the Company’s radio markets, Columbus, Ohio, and recorded non-cash impairment charge of $ 874 Goodwill During the fourth quarter of 2017, the Company performed its annual impairment test of its goodwill in accordance with ASC 350 and determined under the first step that the fair value of our continuing operations was in excess of its carrying value. Continuing Discontinued Total (In thousands) Balance at January 1, 2016 $ 2,874 $ $ 2,874 Acquisitions 4,533 4,533 Balance at December 31, 2016 $ 7,407 $ $ 7,407 Acquisitions 8,151 8,151 Balance at December 31, 2017 $ 15,558 $ $ 15,558 Other Intangible Assets Gross Carrying Accumulated Net Amount Amortization Amount (In thousands) Non-competition agreements $ 3,861 $ 3,861 $ Favorable lease agreements 5,965 5,468 497 Customer relationships 3,546 1,529 2,017 Other intangibles 1,834 1,630 204 Total amortizable intangible assets $ 15,206 $ 12,488 $ 2,718 We have recorded amortizable intangible assets at December 31, 2016 as follows: Gross Carrying Accumulated Net Amount Amortization Amount (In thousands) Non-competition agreements $ 3,861 $ 3,861 $ Favorable lease agreements 5,763 5,439 324 Customer relationships 1,744 747 997 Other intangibles 1,920 1,682 238 Total amortizable intangible assets $ 13,288 $ 11,729 $ 1,559 Aggregate amortization expense for these intangible assets for the years ended December 31, 2017, 2016 and 2015, was $ 860,000 642,000 231,000 1,094,000 691,000 475,000 49,000 39,000 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 3. Discontinued Operations On May 9, 2017 we entered into a definitive agreement to sell our Joplin, Missouri and Victoria, Texas television stations (“Television Sale”) for approximately $ 66.6 69.5 500 50.8 29.9 24.2 23 1.3 50,000 5,287,000 5,000,000 In accordance with authoritative guidance we have reported the results of operations of the Joplin, Missouri and Victoria, Texas television stations as discontinued operations in the accompanying consolidated financial statements. For all previously reported periods, certain amounts in the consolidated financial statements have been reclassified. All of the assets and liabilities of the Joplin, Missouri and Victoria, Texas television stations have been classified as discontinued operations and the net results of operations have been reclassified from continuing operations to discontinued operations. These were previously included in the Company’s television segment. Year Ended December 31, 2017 (5) 2016 2015 Net operating revenue $ 14,238 $ 23,636 $ 21,064 Station operating expense (1) 9,757 14,743 14,080 Other operating (income) expense 31 (42) 32 Operating income 4,450 8,935 6,952 Interest expense (2) 21 32 33 Other income (3) (417) Income before income taxes 4,429 8,903 7,336 Pretax gain on the disposal of discontinued operations 50,842 Total pretax gain on discontinued operations 55,271 8,903 7,336 Income tax expense (4) 22,800 3,627 3,068 Income from discontinued operations, net of tax $ 32,471 $ 5,276 $ 4,268 (1) No depreciation expense was recorded by the Company beginning May 9, 2017, the date the Television segment assets’ were held for sale. (2) Interest expense related to the Surtsey debt that is guaranteed by the Television stations. Our affiliate repaid this loan when the television stations were sold on September 1, 2017. (3) Other income in 2015 relates to a gain on an insurance claim. (4) The effective tax rates on pretax income from discontinued operations were approximately 41 (5) Results of operations for the Television stations are reflected through August 31, 2017. The effective date of the sale was September 1, 2017. December 31, December 31, Major Classes of Current Assets of Discontinued Operations Accounts receivable $ $ 3,868 Prepaid expenses and other current assets 625 Barter transactions 132 Total of current assets of discontinued operations $ $ 4,625 Major Classes of Non-Current Assets of Discontinued Operations Property and equipment, net (1) $ $ 7,388 Broadcast licenses, net (1) 9,607 Other intangibles, deferred costs and investments, net (1) 1,053 Total of non-current assets of discontinued operations $ $ 18,048 Total Assets Classified as Part of Discontinued Operations in the Condensed Consolidated Balance Sheets $ $ 22,673 Major Classes of Current Liabilities of Discontinued Operations Accounts payable $ $ 759 Barter transactions 163 Current portion of long term debt 1,078 Other liabilities (1) 971 Total of current liabilities of discontinued operations $ $ 2,971 Major Classes of Current Liabilities of Discontinued Operations Other liabilities (1) $ $ 1,058 Total of non-current liabilities of discontinued operations $ $ 1,058 Total Liabilities Classified as Part of Discontinued Operations in the Condensed Consolidated Balance Sheets $ $ 4,029 Net Assets Classified as Part of Discontinued Operations in the Condensed Consolidated Balance Sheets $ $ 18,644 (1) For prior periods, the current and long-term classification of assets and liabilities does not change as they did not meet the held-for-sale criteria the prior periods. We closed the disposition on September 1, 2017, therefore all amounts in the current year are considered current assets or liabilities of discontinued operations. December 31, December 31, December 31, Cash paid during the period Interest $ 21 $ 32 $ 33 Income taxes 23,260 2,677 1,972 Significant operating non-cash items Depreciation and amortization (1) $ 445 $ 1,387 $ 1,399 Broadcast program rights amortization 418 628 637 Barter revenue, net 18 32 (50) Acquisition of property and equipment 43 3 Loss (gain) on sale of assets 31 (42) 32 Pretax gain on television sale 50,842 Significant investing items Acquisition of property and equipment $ 335 $ 894 $ 1,973 Proceeds from sale and disposal of assets (59) (3) Net proceeds from sale of television stations (2) 69,528 Proceeds from insurance claim (777) (1) No depreciation expense was recorded by the Company beginning May 9, 2017, the date the Television segment assets’ were held for sale. (2) Net proceeds from the sale of the television stations reflect the sales price of $66.6 million, the sale of accounts receivable of approximately $3.4 million, offset by certain closing adjustments and transactional costs of approximately $500 thousand. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 4. Long-Term Debt December 31, December 31, 2017 2016 (In thousands) Credit Facility: Revolving Credit Facility $ 25,000 $ 35,287 Amounts payable within one year $ 25,000 $ 35,287 Year Ending Amount (In thousands) 2018 $ 2019 2020 25,000 2021 2022 Thereafter $ 25,000 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. In connection with the execution of the Credit Facility, the credit agreement in place at June 30, 2015 (the “Old Credit Agreement”) was terminated, and all outstanding amounts were paid in full. The Credit Facility consists of a $ 100 August 18, 2020 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. The proceeds from the Credit Facility were used to repay all amounts outstanding on our Old Credit Agreement and pay transactional fees. The unused portion of the Revolving Credit Facility is available for general corporate purposes, including working capital, capital expenditures, permitted acquisitions and related transaction expenses and permitted stock buybacks. We wrote-off unamortized debt issuance costs relating to the Old Credit Agreement of approximately $ 557,000 Approximately $ 266,000 Interest rates under the Credit Facility are payable, at our option, at alternatives equal to LIBOR ( 1.375 1 2 0 1 0.25 0.2 0.3 The Credit Facility contains a number of financial covenants (all of which we were in compliance with at December 31, 2017) 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. We had approximately $ 75 On October 5, 2017 and November 3, 2017, the Company used $ 5,287,000 5,000,000 The loan agreement of approximately $1.1 million of secured debt of affiliate was amended in April, 2017 to extend the due date of the loan for three years to mature on May 1, 2020 |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Cash Flow Information | Supplemental Cash Flow Information Years Ended December 31, 2017 2016 2015 (In thousands) Cash paid during the period for: Interest $ 850 $ 636 $ 718 Income taxes $ 2,420 $ 6,555 $ 4,192 Non-cash transactions: Barter revenue $ 3,618 $ 3,471 $ 3,433 Barter expense $ 3,367 $ 3,217 $ 3,270 Purchase of treasury shares in connection with exercise of stock options $ 826 $ $ 3,294 Acquisition of property and equipment $ 8 $ 49 $ 44 Acquisition of broadcast properties $ $ $ 50 Use of treasury shares for 401(k) match $ 274 $ 258 $ 244 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. 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 21 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 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. In connection with our initial analysis of the impact of the Tax Act, we have recorded a provisional amount of net tax benefit of $ 11.5 In connection with the adoption of the Tax Act, we: Remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally at a federal rate of 21%. However, we are still analyzing certain aspects of the Tax Act and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. Our financial statements include provisional amounts for the impacts of deferred tax revaluation. Evaluated the future deductibility of executive compensation due to the elimination of the performance-based exception as well as the modification of who is treated as a covered person in connection with limiting the deduction. As part of the Tax Act, there is a transition rule for written, binding contracts in place prior to November 2, 2017 related to executive compensation, that have not been modified in any material respect. Further guidance is needed to fully determine the impact of these provisions. Our financial statements include provisional amounts for the impacts of the changes to the deductibility of executive compensation. Performed initial evaluations of the state conformity to the Tax Act. We continue to assess the conformity of each state in which we operate to the Tax Act. Our financial statements include provisional amounts for the impacts of state conformity. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. December 31, 2017 2016 (In thousands) Deferred tax liabilities: Property and equipment $ 4,333 $ 6,858 Intangible assets 17,640 24,987 Prepaid expenses 317 619 Total deferred tax liabilities 22,290 32,464 Deferred tax assets: Allowance for doubtful accounts 116 224 Compensation 1,058 2,421 Other accrued liabilities 44 78 1,218 2,723 Less: valuation allowance Total net deferred tax assets 1,218 2,723 Net deferred tax liabilities $ 21,072 $ 29,741 Current portion of deferred tax assets $ 300 $ 1,022 Non-current portion of deferred tax liabilities (21,372) (30,763) Net deferred tax liabilities $ (21,072) $ (29,741) Deferred tax assets are required to be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. At December 31, 2017 and December 31, 2016, we do not have a valuation allowance for net deferred tax assets. At December 31, 2017 and 2016, net deferred tax liabilities include a deferred tax asset of $ 1,175,000 2,723,000 The significant components of the provision for income taxes are as follows: Years Ended December 31, 2017 2016 2015 (In thousands) Current: Federal $ 2,545 $ 5,616 $ 3,307 State (255) 1,010 784 Total current 2,290 6,626 4,091 Total deferred (8,210) 2,247 2,481 Total Income Tax Provision $ (5,920) $ 8,873 $ 6,572 In addition, we recognized a tax expense (benefit) of ($100,000), $ 0 230 Years Ended December 31, 2017 2016 2015 (In thousands) Tax expense at U.S. statutory rates $ 5,716 $ 7,665 $ 5,401 State tax expense (benefit), net of federal benefit (769) 926 760 Other, net 633 282 411 Federal tax reform - deferred tax rate change (11,500) $ (5,920) $ 8,873 $ 6,572 The 2017 effective tax rate differs from the federal statutory rate primarily due to the impacts of the Tax Act and state income tax benefit on current year earnings. The 2016 effective tax rate exceeds the federal statutory rate primarily due to state income taxes. The Company files income taxes in the U.S. federal jurisdiction, and in various state and local jurisdictions. The Company is no longer subject to U.S. federal examinations by the Internal Revenue Service (IRS) for years prior to 2014. During the first quarter of 2015, the IRS commenced an examination of the Company’s 2013 U.S. federal income tax return which was completed in the first quarter of 2016 and resulted in no changes to the return. The Company is subject to examination for income and non-income tax filings in various states. As of December 31, 2017, and 2016 there were no accrued balances recorded related to uncertain tax positions. We classify income tax-related interest and penalties as interest expense and corporate general and administrative expense, respectively. For the years ended December 31, 2017, 2016 and 2015, we had no tax-related interest or penalties and had $ 0 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Share-based Compensation [Abstract] | |
Stock-Based Compensation | 7. 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 (the “Second Restated 2005 Plan”). The 2005 Incentive Compensation Plan was first approved by stockholders in 2005 and replaced our 2003 Stock Option Plan (the “2003 Plan”), subsequently this plan was re-approved by stockholders in 2010. The changes in the Second Restated 2005 Plan (i) increased the number of authorized shares by 233,334 50 The number of shares of Common Stock that may be issued under the Second Restated 2005 Plan may not exceed 280,000 900,000 620,000 280,000 Stock-Based Compensation The Company’s stock-based compensation expense is measured and recognized for all stock-based awards to employees using the estimated fair value of the award. Compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award. For these awards, we have recognized compensation expense using a straight-line amortization method. Accounting guidance requires that stock-based compensation expense be based on awards that are ultimately expected to vest; therefore stock-based compensation has been adjusted for estimated forfeitures. When estimating forfeitures, we consider voluntary termination behaviors as well as trends of actual option forfeitures. All stock options were fully expensed at December 31, 2012, therefore there was no compensation expense related to stock options for the years ended December 31, 2017, 2016 and 2015. We calculated the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The estimated expected volatility, expected term of options and estimated annual forfeiture rate were determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. Weighted Average Weighted Remaining Aggregate Number of Average Contractual Intrinsic Options Exercise Price Term (Years) Value Outstanding at January 1, 2015 213,170 $ 31.79 1.2 $ 2,519,147 Granted Exercised (125,354) 27.09 Forfeited/canceled/expired (58,781) 43.47 Outstanding at December 31, 2015 29,035 $ 28.47 1.4 $ 289,769 Granted Exercised Forfeited/canceled/expired Outstanding at December 31, 2016 29,035 $ 28.47 0.4 $ 633,834 Granted Exercised (29,035) 28.47 Forfeited/canceled/expired Outstanding at December 31, 2017 $ $ Vested and Exercisable at December 31, 2017 $ $ The total intrinsic value of stock options exercised during the years ended December 31, 2017, 2016 and 2015 was $ 664,321 0 1,120,153 354 0 101,200 There were no options granted during 2017, 2016 and 2015 and there were no stock options outstanding as of December 31, 2017. Weighted Average Grant Date Shares Fair Value Outstanding at January 1, 2015 89,832 $ 41.20 Granted 55,081 40.09 Vested (36,142) 42.11 Forfeited/canceled/expired (1,982) 43.62 Outstanding at December 31, 2015 106,789 $ 40.28 Granted 48,471 48.60 Vested (51,368) 41.20 Forfeited/canceled/expired (630) 38.83 Outstanding at December 31, 2016 103,262 $ 43.73 Granted 48,780 44.20 Vested (54,598) 42.13 Forfeited/canceled/expired (805) 46.23 Non-vested and outstanding at December 31, 2017 96,639 $ 44.85 Weighted average remaining contractual life (in years) 2.2 The weighted average grant date fair value of restricted stock that vested during 2017, 2016 and 2015 was $ 2,300,000 2,116,000 1,522,000 4,063,000 4,223,000 3,993,000 For the years ended December 31, 2017, 2016 and 2015 we had $ 2,279,000 2,101,000 1,655,000 912,000 840,000 662,000 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans 401(k) Plan We have a defined contribution pension plan (“401(k) Plan”) that covers substantially all employees. Employees can elect to have a portion of their wages withheld and contributed to the plan. The 401(k) Plan also allows us to make a discretionary contribution. Total administrative expense under the 401(k) Plan was $ 1,700 1,200 2,300 255,000 275,000 250,000 Deferred Compensation Plan In 1999 we established a Nonqualified Deferred Compensation Plan which allows officers and certain management employees to annually elect to defer a portion of their compensation, on a pre-tax basis, until their retirement. The retirement benefit to be provided is based on the amount of compensation deferred and any earnings thereon. Deferred compensation expense for the years ended December 31, 2017, 2016 and 2015 was $ 211,000 184,000 138,000 Split Dollar Officer Life Insurance The Company provides split dollar insurance benefits to certain executive officers and records an asset equal to the cumulative premiums paid on the related policies, as the Company will fully recover these premiums under the terms of the plan. The Company retains a collateral assignment of the cash surrender values and policy death benefits payable to insure recovery of these premiums. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | 9. 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 acquisition 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. 2017 Acquisitions and Dispositions On May 9, 2017 we entered into a definitive agreement to sell our Joplin, Missouri and Victoria, Texas television stations for approximately $66.6 million, subject to certain adjustments, to Evening Telegram Company d/b/a Morgan Murphy Media. The Television Sale was completed on September 1, 2017 and the Company received net proceeds of $ 69.5 66.6 3.4 500 On May 9, 2017, the Company entered into an Asset Purchase Agreement with Apex Media Corporation and Pearce Development, LLC f/k/a Apex Real Property, LLC to purchase radio stations principally serving the South Carolina area for approximately $ 23 24.2 23 1.3 50,000 On January 16, 2017, we entered into an asset purchase agreement to purchase an FM radio station (WCVL) from WUVA, Incorporated, serving the Charlottesville, Virginia market for approximately $ 1,658,000 8,000 2016 Acquisitions On November 2, 2015, we entered into an agreement to acquire an FM radio station (WLVQ) from Wilks Broadcast Columbus, LLC, serving the Columbus, Ohio market for approximately $ 13,791,000 734,000 57,000 On March 16, 2016 we acquired an FM translator serving the Portland, Maine market for approximately $ 50,000 On March 25, 2016 we acquired an FM translator serving the Milwaukee, Wisconsin market for approximately $ 50,000 On April 8, 2016 we acquired an FM translator serving the Charlottesville, Virginia market for approximately $ 100,000 On April 11, 2016 we acquired an FM translator serving the Clarksville, Tennessee market for approximately $ 30,000 On June 3, 2016 we acquired an FM translator serving the Spencer, Iowa market for approximately $ 35,000 On August 11, 2016 we acquired two FM translators serving the Bellingham, Washington market for approximately $ 50,000 On September 12, 2016 we acquired an FM translator serving the Portland, Maine market for approximately $ 45,000 On October 11, 2016 we acquired a FM Translator serving the Bellingham, Washington market for approximately $ 25,000 On November 8, 2016 we acquired a FM Translator serving the Des Moines, Iowa market for approximately $ 25,000 On November 14, 2016 we acquired a FM Translator serving the Springfield, Illinois market for approximately $ 23,000 On December 2, 2016 we acquired a FM Translator serving the Ithaca, New York market for approximately $ 35,000 Condensed Consolidated Balance Sheet of 2017 and 2016 Acquisitions: The following condensed balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2017 and 2016 acquisitions at their respective acquisition dates. Condensed Consolidated Balance Sheet of 2017 and 2016 Acquisitions Acquisitions in 2017 2016 (In thousands) Assets Acquired: Current assets $ 1,335 $ 814 Property and equipment 6,678 375 Other assets: Broadcast licenses 8,086 8,123 Goodwill 8,151 4,533 Other intangibles, deferred costs and investments 2,019 398 Total other assets 18,256 13,054 Total assets acquired 26,269 14,243 Liabilities Assumed: Current liabilities 413 41 Total liabilities assumed 413 41 Net assets acquired $ 25,856 $ 14,202 Pro Forma Results of Operations for Acquisitions (Unaudited) The following unaudited pro forma results of our operations for the years ended December 31, 2017 and 2016 assume the 2017 and 2016 acquisitions occurred as of January 1, 2016. The translators are start-up stations and therefore, have no pro forma revenue and expenses. The pro forma results give effect to certain adjustments, including depreciation, amortization of intangible assets, increased interest expense on acquisition debt and related income tax effects. Years Ended December 31, 2017 2016 (In thousands, except per share data) Pro forma Consolidated Results of Operations Net operating revenue $ 123,651 $ 126,789 Station operating expense 92,563 93,818 Corporate general and administrative 11,657 10,980 Other operating (income) expenses, net 55 (1,351) Impairment of intangible assets 1,449 Operating income 17,927 23,342 Interest expense 903 744 Income from continuing operations before income tax expense 17,024 22,598 Income tax (benefit) expense (5,634) 9,207 Income from continuing operations, net of tax 22,658 13,391 Income from discontinued operations, net of tax 32,471 5,276 Net income $ 55,129 $ 18,667 Basic earnings per share: From continuing operations From discontinued operations $ 3.84 $ 2.28 Basic earnings per share 5.50 0.90 $ 9.34 $ 3.18 Diluted earnings per share: From continuing operations $ 3.84 $ 2.28 From discontinued operations 5.50 0.90 Diluted earnings per share $ 9.34 $ 3.18 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Principal Stockholder Employment Agreement In June 2011, we entered into a new employment agreement with Edward K. Christian, Chairman, President and CEO, which became effective as of June 1, 2011, and replaces and supersedes his prior employment agreement. On February 12, 2016 we entered into an amendment to the agreement. The amendment extends the term of the employment agreement to March 31, 2021. The amendment also states that on each anniversary of the effective date of the employment agreement, the Company’s Compensation committee shall determine in its discretion the amount of any annual increases (which shall not be less than the greater of 4 % or a defined cost of living increase). Mr. Christian may defer any or all of his annual salary. Under the agreement, Mr. Christian is eligible for discretionary and performance bonuses, stock options and/or stock grants in amounts determined by the Compensation Committee and will continue to participate in the Company’s benefit plans. The Company will maintain insurance policies, will furnish an automobile, will pay for an executive medical plan and will maintain an office for Mr. Christian at its principal executive offices and in Sarasota County, Florida. The amendment adds that the Company is authorized to pay for Mr. Christian’s tax preparation services on an annual basis and that this amount will be subject to income tax as additional compensation. The agreement provides certain payments to Mr. Christian in the event of his disability, death or a change in control. Upon a change in control, Mr. Christian may terminate his employment. The agreement also provides generally that, upon a change in control, the Company will pay Mr. Christian an amount equal to 2.99 times the average of his total annual salary and bonuses for each of the three immediately preceding periods of twelve consecutive months, plus an additional amount for tax liabilities, related to the payment. For the three years ended December 31, 2017 Mr. Christian’s average annual compensation, as defined by the employment agreement was approximately $ 1,759,000 In addition, if Mr. Christian’s employment is terminated for any reason, other than for cause, the Company will continue to provide health insurance and medical reimbursement and maintain existing life insurance policies for a period of ten years, and the current split dollar life insurance policy shall be transferred to Mr. Christian and his wife, and the Company shall reimburse Mr. Christian for any tax consequences of such transfer. The agreement contains a covenant not to compete restricting Mr. Christian from competing with the Company in any of its markets if he voluntarily terminates his employment with the Company or is terminated for cause, for a three year period thereafter. The amendment also entitles Mr. Christian to receive severance pay equal to 100 On December 21, 2015, Mr. Christian agreed to defer approximately $100,000 of his 2016 salary which was paid 100% on January 6, 2017. On December 13, 2016, Mr. Christian agreed to defer approximately $100,000 of his 2017 salary to be paid 100% on January 5, 2018. On December 5, 2017, Mr. Christian agreed to defer approximately $100,000 of his 2018 salary to be paid 100% on January 4, 2019. Change in Control Agreements In December 2007, Samuel D. Bush, Senior Vice President and Chief Financial Officer, Warren S. Lada, Chief Operating Officer, Marcia K. Lobaito, Senior Vice President, Corporate Secretary and Director of Business Affairs, and Catherine Bobinski, Senior Vice President/Finance, Chief Accounting Officer and Corporate Controller, entered into Change in Control Agreements. A change in control is defined to mean the occurrence of (a) any person or group becoming the beneficial owner, directly or indirectly, of more than 30% of the combined voting power of the Company’s then outstanding securities and Mr. Christian ceasing to be Chairman and CEO of the Company; (b) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto continuing to represent more than 50% of the combined voting securities of the Company or such surviving entity; or (c) the approval of the stockholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of its assets. If there is a change in control, the Company shall pay a lump sum payment within 45 days thereof of 1.5 times the average of the executive’s last three full calendar years of such executive’s base salary and any annual cash bonus paid. In the event that such payment constitutes a “parachute payment” within the meaning of Section 280G subject to an excise tax imposed by Section 4999 of the Internal Revenue Code, the Company shall pay the executive an additional amount so that the executive will receive the entire amount of the lump sum payment before deduction for federal, state and local income tax and payroll tax. In the event of a change in control (other than the approval of plan of liquidation), the Company or the surviving entity may require as a condition to receipt of payment that the executive continue in employment for a period of up to six months after consummation of the change in control. During such six months, executive will continue to earn his pre-existing salary and benefits. In such case, the executive shall be paid the lump sum payment upon completion of the continued employment. If, however, the executive fails to remain employed during this period of continued employment for any reason other than (a) termination without cause by the Company or the surviving entity, (b) death, (c) disability or (d) breach of the agreement by the Company or the surviving entity, then executive shall not be paid the lump sum payment. In addition, if the executive’s employment is terminated by the Company without cause within six months prior to the consummation of a change in control, then the executive shall be paid the lump sum payment within 45 days of such change in control. Transactions with Affiliate and Other Related Party Transactions Until the Television Sale (discussed in Note 3) Surtsey Media, LLC (“Surtsey Media”) owned the assets of television station KVCT in Victoria, Texas. Surtsey Media is a multi-media company 100%-owned by the daughter of Mr. Christian, our President, Chief Executive Officer and Chairman. We operated KVCT under a Time Brokerage Agreement (“TBA”) with Surtsey Media which we entered into in May 1999. Under the FCC’s ownership rules, we were prohibited from owning or having an attributable or cognizable interest in this station. In January 2012, the TBA was amended. Pursuant to the amendment, (i) the term was extended nine years commencing from June 1, 2013, with rights to extend for two additional eight year terms, (ii) we paid Surtsey Media an extension fee of $ 27,950 prior to the Television Sale, 3,800 3,900 3,800 The TBA was terminated at the time of the completion of the Television Sale of September 1, 2017 In March 2003, we entered into an agreement of understanding with Surtsey Media whereby we had guaranteed up to $ 1,250,000 37,050 1.2 prior to the Television Sale, 5,200 5,100 5,000 As part of completion of in full Surtsey Productions, Inc., the parent company of Surtsey Media, leases office space in a building owned by us, and paid us rent of $ 3,000 6,000 6,000 eight months of the year ended December 31, 2017 prior to the Television Sale and the Saga Quad States, our fully owned subsidiary, completed the acquisition from Apex Media Corporation, a South Carolina corporation (“AMC”), and Pearce Development, LLC f/k/a Apex Real Property, LLC, a South Carolina limited liability company (“ARP” and together with AMC, “Seller”), of substantially all of Seller’s assets related to the operation of certain radio and translator stations, upon the satisfaction of certain closing conditions described in the Asset Purchase Agreement dated May 9, 2017 (the “Apex Agreement”) by and among Seller, Saga Quad States, and, solely in his role as guarantor under the Apex Agreement, G. Dean Pearce, as further described in the Form 8-K filed by Saga on May 10, 2017. Mr. Pearce is President of AMC and ARP, and currently serves on the Board of Directors of Saga. The purchase price under the Apex Agreement was $23,000,000.00, subject to certain purchase price adjustments, payable in cash. The purchase price was determined through arm’s-length negotiations, and was approved by the Saga Board, and Finance and Audit Committee, in accordance with the requirements of Saga’s Corporate Governance Guidelines for the review of related party transactions. In connection with this agreement, we received 500 hours of service from New Pointe Systems, a subsidiary of Pearce Development and have agreed to provide 1,000, 30 second, spots of airtime to Pearce Development. As of December 31, 2017, we have used approximately 400 hours of service from New Pointe Systems, leaving us with approximately 100 hours remaining and we have approximately 1,000 spots left of 30 second spots to provide to Pearce Development. During 2017, we also paid approximately $ 3,300 |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Common Stock | 11. Common Stock Dividends. Voting Rights. In the election of directors, the holders of Class A Common Stock, voting as a separate class, are entitled to elect twenty-five percent, or two, of our directors. The holders of the Common Stock, voting as a single class with each share of Class A Common Stock entitled to one vote and each share of Class B Common Stock entitled to ten votes, are entitled to elect the remaining directors. The Board of Directors consisted of six members at December 31, 2016. Holders of Common Stock are not entitled to cumulative voting in the election of directors. The holders of the Common Stock vote as a single class with respect to any proposed “going private” transaction with the principal stockholder or an affiliate of the principal stockholder, with each share of each class of Common Stock entitled to one vote per share. Under Delaware law, the affirmative vote of the holders of a majority of the outstanding shares of any class of common stock is required to approve, among other things, a change in the designations, preferences and limitations of the shares of such class of common stock. Liquidation Rights. In any merger, consolidation, or business combination, the consideration to be received per share by the holders of Class A Common Stock and Class B Common Stock must be identical for each class of stock, except that in any such transaction in which shares of common stock are to be distributed, such shares may differ as to voting rights to the extent that voting rights now differ among the Class A Common Stock and the Class B Common Stock. Other Provisions. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Leases We lease certain land, buildings and equipment under noncancellable operating leases. Rent expense for our continuing operations for 1,558,000 1,519,000 1,380,000 2016 and 2018 $ 1,453 2019 1,144 2020 987 2021 865 2022 710 Thereafter 3,006 $ 8,165 Performance Fees The Company incurs fees from performing rights organizations (“PRO”) to license the Company’s public performance of the musical works contained in each PRO’s repertory. The Radio Music Licensing Committee, of which the Company is a represented participant, (1) entered into an industry-wide settlement with American Society of Composers, Authors and Publishers that was effective January 1, 2017 for a five-year term; (2) is currently seeking reasonable industry-wide fees from Broadcast Music, Inc. effective January 1, 2017; (3) reached an agreement with the Society of European Stage Authors and Composers that is retroactive to January 1, 2016; and (4) filed in November 2016 a motion in the U.S. District Court in Pennsylvania against Global Music Rights (“GMR”) arguing that GMR is a monopoly demanding monopoly prices and asking the Court to subject GMR to an antitrust consent decree. In January 2017, the Company obtained an interim license from GMR for fees effective January 1, 2017 to avoid any infringement claims by GMR for using GMR’s repertory without a license. Contingencies In 2003, in connection with our acquisition of one FM radio station, WJZK-FM serving the Columbus, Ohio market, we entered into an agreement whereby we would pay the seller up to an additional $ 1,000,000 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 13. Fair Value Measurements As defined in ASC Topic 820, fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. Level 3 Unobservable inputs in which there is little or no market data available, which requires management to develop its own assumptions in pricing the asset or liability. Fair Value Financial Instrument Fair Value December 31, December 31, Cash and cash equivalents Level 1 $ 53,030 $ 26,697 Revolving Credit Facility Level 2 25,000 35,287 Our financial instruments are comprised of cash and cash equivalents, and long-term debt. The carrying value of cash and cash equivalents approximate fair value due to their short maturities. The fair value of cash and cash equivalents is derived from quoted market prices and are considered a level 1. Interest on the Credit Facility is at a variable rate, and as such the debt obligation outstanding approximates fair value and is considered a level 2. Non-Recurring Fair Value Measurements The Company has certain assets that are measured at fair value on a non-recurring basis under the circumstances and events described in Note 2 Broadcast Licenses and Other Intangibles, and are adjusted to fair value only when the carrying values are more than the fair values. During the fourth quarter of 2017, as a result of our annual impairment test, the Company wrote down broadcast licenses with a carrying value of $ 3,649 2,200,000 1,449 During the fourth quarter of 2016, the Company reviewed the fair value of the assets that are measured at fair value on a non-recurring basis and concluded that these assets were not impaired as the fair value of these assets equaled or exceeded their carrying values. During the fourth quarter of 2015, as a result of our annual impairment test, the Company wrote down broadcast licenses with a carrying value of $ 13,282 12,408,000 874 |
Quarterly Results of Operations
Quarterly Results of Operations | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations | 14. Quarterly Results of Operations (Unaudited) March 31, June 30, September 30, December 31, 2017* 2016* 2017 2016* 2017 2016* 2017 2016* (In thousands, except per share data) Net operating revenue $ 26,155 $ 27,464 $ 30,261 $ 30,866 $ 30,269 $ 29,878 $ 31,464 $ 30,747 Station operating expenses 21,340 21,140 21,426 21,842 21,755 21,775 23,238 22,042 Corporate G&;A 2,863 2,717 2,880 2,620 3,132 2,728 2,782 2,915 Other operating expense (income), net (21) (3) 79 8 (127) (1,393) 124 37 Impairment of intangible assets 1,449 Operating income from continuing operations 1,973 3,610 5,876 6,396 5,509 6,768 3,871 5,753 Other (income) expenses: Interest expense 208 179 229 182 254 187 212 196 Income from continuing operations before income taxes 1,765 3,431 5,647 6,214 5,255 6.581 3,659 5,557 Income tax provision 718 1,418 2,272 2,569 2,290 2,678 (11,200) 2,208 Income from continuing operations, net of tax 1,047 2,013 3,375 3,645 2,965 3,903 14,859 3,349 Income (loss) from discontinued operations, net of tax 891 1,011 1,159 1,166 30,451 1,511 (30) 1,588 Net income $ 1,938 $ 3,024 $ 4,534 $ 4,811 $ 33,416 $ 5,414 $ 14,829 $ 4,937 Basic earnings per share From continuing operations $ 0.18 $ 0.35 $ 0.57 $ 0.62 $ 0.50 $ 0.66 $ 2.52 $ 0.57 From discontinued operations 0.15 0.17 0.20 0.20 5.16 0.26 (0.01) 0.27 Basic earnings per share $ 0.33 $ 0.52 $ 0.77 $ 0.82 $ 5.66 $ 0.92 $ 2.51 $ 0.84 Weighted average common shares 5,795 5,751 5,803 5,754 5,807 5,755 5,815 5,785 Diluted earnings per share From continuing operations $ 0.18 $ 0.35 $ 0.57 $ 0.61 $ 0.50 $ 0.66 $ 2.52 $ 0.57 From discontinued operations 0.15 0.17 0.20 0.20 5.16 0.26 (0.01) 0.27 Diluted earnings per share $ 0.33 $ 0.52 $ 0.77 $ 0.81 $ 5.66 $ 0.92 $ 2.51 $ 0.84 Weighted average common and common equivalent shares 5,808 5,759 5,806 5,763 5,807 5,764 5,815 5,797 *Certain prior year amounts and March 31, 2017 quarterly data have been reclassified to conform with current presentation. |
Litigation
Litigation | 12 Months Ended |
Dec. 31, 2017 | |
Loss Contingency, Information about Litigation Matters [Abstract] | |
Litigation | 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. |
Other Income
Other Income | 12 Months Ended |
Dec. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Other Income | Other Income During the third quarter of 2016, the Company sold a tower in our Norfolk, Virginia market for approximately $ 1,619,000 1,415,000 65,000 During the second quarter of 2015, two transmitters in our Victoria, Texas market were significantly damaged by lightning. The Company’s insurance policy provided coverage for the replacement cost of the transmitters. The insurance settlement was finalized during the second quarter and the Company received cash proceeds of $777,000, resulting in a $ 417,000 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 28, 2018 0.30 1.8 March 30, 2018 March 12, 2018 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Nature of Business | Nature of Business Saga Communications, Inc. is a broadcasting company whose business is devoted to acquiring, developing and operating broadcast properties. As of December 31, 2017, we owned or operated seventy-five FM and thirty-three AM radio stations, serving twenty-six markets throughout the United States. On May 9, 2017 the Company entered into an agreement to sell its Joplin, Missouri and Victoria, Texas television stations and subsequently closed on this transaction on September 1, 2017. The historical results of operations for the television stations are presented in the discontinued operations for all periods presented (see Note 3). As a result of the Company’s television stations being reported as discontinued operations the Company only has one reportable segment at December 31, 2017. Unless indicated otherwise, the information in the Notes to Consolidated Financial Statements relates to the Company’s continuing operations. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Saga Communications, Inc. and our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. While we do not believe that the ultimate settlement of any amounts reported will materially affect our financial position or results of future operations, actual results may differ from estimates provided. |
Concentration of Risk | Concentration of Risk Certain cash deposits with financial institutions may at times exceed FDIC insurance limits. 46 48 46 We sell advertising to local and national companies throughout the United States. We perform ongoing credit evaluations of our customers and generally do not require collateral. We maintain an allowance for doubtful accounts at a level which we believe is sufficient to cover potential credit losses. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on hand and time deposits with original maturities of three months or less. We did not have any time deposits at December 31, 2017 and 2016. |
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 December 31, 2017. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts A provision for doubtful accounts is recorded based on our judgment of the collectability of receivables. Amounts are written off when determined to be fully uncollectible. Delinquent accounts are based on contractual terms. Write Off of Balance Charged to Allowance Uncollectible Balance at at Beginning Costs and From Accounts, Net of End of Year Ended of Period Expenses Acquisitions Recoveries Period (in thousands) December 31, 2017 $ 518 $ 333 $ 181 $ (305) $ 727 December 31, 2016 $ 614 $ 195 $ $ (291) $ 518 December 31, 2015 $ 378 $ 294 $ 99 $ (157) $ 614 |
Barter Transactions | Barter Transactions Our radio and television stations trade air time for goods and services used principally for promotional, sales and other business activities. An asset and a liability are recorded at the fair market value of goods or services received. Barter revenue is recorded when commercials are broadcast, and barter expense is recorded when goods or services received are used. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost. Expenditures for maintenance and repairs are expensed as incurred. When property and equipment is sold or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts and the gain or loss realized on disposition is reflected in earnings. Depreciation is provided using the straight-line method based on the estimated useful life of the assets. We review our property and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If the assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair market value. We did not record any impairment of property and equipment during 2017, 2016 and 2015. Estimated December 31, Useful Life 2017 2016 (In thousands) Land and land improvements $ 13,594 $ 12,307 Buildings 31.5 years 34,905 32,046 Towers and antennae 7-15 years 24,538 23,066 Equipment 3-15 years 52,534 56,745 Furniture, fixtures and leasehold improvements 7-20 years 6,822 7,261 Vehicles 5 years 3,463 3,255 135,856 134,680 Accumulated depreciation (79,621) (85,506) Net property and equipment $ 56,235 $ 49,174 Depreciation expense for continuing operations for the years ended December 31, 2017, 2016 and 2015 was $ 5,391,000 5,234,000 5,194,000 445,000 1,387,000 1,399,000 |
Intangible Assets | Intangible Assets Intangible assets deemed to have indefinite useful lives, which include broadcast licenses and goodwill, are not amortized and are subject to impairment tests which are conducted as of October 1 of each year, or more frequently if impairment indicators arise. We have 108 26 Separable intangible assets that have finite lives are amortized over their useful lives using the straight-line method. Favorable lease agreements are amortized over the leases length, ranging from five to twenty-six years. Other intangibles are amortized over one to fifteen years. Customer relationships are amortized over three years. |
Deferred Costs | Deferred Costs The costs related to the issuance of debt are capitalized and amortized to interest expense over the life of the debt. During the years ended December 31, 2017, 2016 and 2015, we recognized interest expense related to the amortization of debt issuance costs of $53,000, $53,000 and $131,000, respectively. In 2015 we wrote-off unamortized debt issuance costs of $ 557,000 At December 31, 2017 and 2016 the net book value of debt issuance costs related to our line of credit was $ 138,000 191,000 |
Treasury Stock | Treasury Stock In March 2013, our board of directors authorized an increase in the amount committed to our Stock Buy-Back Program (the “Buy-Back Program”) from $ 60 75.8 22.4 Repurchases of shares of our Common Stock are recorded as Treasury stock and result in a reduction of Stockholders’ equity. During 2017, 2016 and 2015, we acquired 37,141 47.72 18,612 40.06 129,384 36.53 |
Revenue Recognition | Revenue Recognition Revenue from the sale of commercial broadcast time to advertisers is recognized when commercials are broadcast. Revenue is reported net of advertising agency commissions. Agency commissions, when applicable are based on a stated percentage applied to gross billing. All revenue is recognized in accordance with the Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, Topic 13, Revenue Recognition Revised and Updated Revenue Recognition |
Local Marketing Agreements | We have entered into Local Marketing Agreements (“LMA’s”) in certain markets. In a typical 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 its own commercial advertising announcements during the time periods specified. Revenue and expenses related to LMA’s are included in the accompanying Consolidated Statements of Income. Assets and liabilities related to the LMA’s are included in the accompanying Consolidated Balance Sheets. |
Advertising and Promotion Costs | Advertising and Promotion Costs Advertising and promotion costs are expensed as incurred. Such costs related to our continuing operations amounted to $ 2,441,000 2,633,000 2,475,000 240,000 341,000 328,000 |
Income Taxes | Income Taxes Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. 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. |
Dividends | Dividends On December 7, 2017, the Company’s Board of Directors declared a quarterly cash dividend of $ 0.30 0.80 approximately 6.5 On September 13, 2017, the Company’s Board of Directors declared a regular cash dividend of $ 0.30 approximately 1.8 On May 3, 2017, the Company’s Board of Directors declared a regular cash dividend of $ 0.30 approximately 1.8 On March 3, 2017, the Company’s Board of Directors declared a regular quarterly cash dividend of $ 0.30 approximately 1.8 On November 21, 2016 the Company’s Board of Directors declared a quarterly cash dividend of $ 0.30 2.9 On August 30, 2016, the Company’s Board of Directors declared a regular cash dividend of $ 0.30 1.8 On June 1, 2016, the Company’s Board of Directors declared a regular cash dividend of $ 0.25 1.5 On March 2, 2016, the Company’s Board of Directors declared a regular quarterly cash dividend of $ 0.25 1.5 On November 17, 2015 the Company’s Board of Directors declared a quarterly cash dividend of $ 0.25 2.9 On September 2, 2015 the Company’s Board of Directors declared a quarterly cash dividend of $ 0.20 1.2 On June 10, 2015 the Company’s Board of Directors declared a quarterly cash dividend of $ 0.20 1.2 On March 25, 2015 the Company’s Board of Directors declared a quarterly cash dividend of $ 0.20 1.2 |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation cost for stock option awards is estimated on the date of grant using a Black-Scholes valuation model and is expensed on a straight-line method over the vesting period of the options. Stock-based compensation expense is recognized net of estimated forfeitures. The fair value of restricted stock awards is determined based on the closing market price of the Company’s Class A Common Stock on the grant date and is adjusted at each reporting date based on the amount of shares ultimately expected to vest. See Note 7 Stock-Based Compensation for further details regarding the expense calculated under the fair value based method. |
Earnings Per Share | Earnings Per Share 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. Years Ended December 31, 2017 2016 2015 (In thousands, except per share data) Numerator: Income from continuing operations $ 22,246 $ 12,910 $ 9,146 Less: Income allocated to unvested participating securities 370 231 171 Income from continuing operations available to common stockholders $ 21,876 $ 12,679 $ 8,975 Income from discontinued operations $ 32,471 $ 5,276 $ 4,268 Less: Income allocated to unvested participating securities 541 94 80 Income from discontinued operations available to common stockholders $ 31,930 $ 5,182 $ 4,188 Net income available to common stockholders $ 53,806 $ 17,861 $ 13,163 Denominator: Denominator for basic earnings per share-weighted average shares 5,803 5,761 5,706 Effect of dilutive securities: Stock options 4 10 34 Denominator for diluted earnings per share adjusted weighted-average shares and assumed conversions 5,807 5,771 5,740 Basic earnings per share: From continuing operations $ 3.77 $ 2.20 $ 1.58 From discontinued operations 5.50 0.90 0.73 Basic earnings per share $ 9.27 $ 3.10 $ 2.31 Diluted earnings per share From continuing operations $ 3.77 $ 2.19 $ 1.56 From discontinued operations 5.50 0.90 0.73 Diluted earnings per share $ 9.27 $ 3.09 $ 2.29 The number of stock options outstanding that had an antidilutive effect on our earnings per share calculation, and therefore have been excluded from dilutive earnings per share calculation, was 0 0 0 |
Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In November 2015, the FASB issued Accounting Standards Update No. 2015-17, “Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes” 1,022,000 In March 2016, the FASB issued ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Not Yet Adopted In May 2017, the FASB issued ASU 2017-09, “Compensation Stock Compensation (Topic 718), Scope of Modification Accounting)” In January 2017, the FASB issued ASU 2017-04, “ Intangibles Goodwill and Other (Topic 350)” In August 2016, the FASB issued ASU No. 2016-15, “ Classification of Certain Cash Receipts and Cash Payments (Topic 230): Statement of Cash Flows” In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842)” In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Activity in the allowance for doubtful accounts | The activity in the allowance for doubtful accounts during the years ended December 31, 2017, 2016 and 2015 was as follows: Write Off of Balance Charged to Allowance Uncollectible Balance at at Beginning Costs and From Accounts, Net of End of Year Ended of Period Expenses Acquisitions Recoveries Period (in thousands) December 31, 2017 $ 518 $ 333 $ 181 $ (305) $ 727 December 31, 2016 $ 614 $ 195 $ $ (291) $ 518 December 31, 2015 $ 378 $ 294 $ 99 $ (157) $ 614 |
Property and equipment | Property and equipment consisted of the following: Estimated December 31, Useful Life 2017 2016 (In thousands) Land and land improvements $ 13,594 $ 12,307 Buildings 31.5 years 34,905 32,046 Towers and antennae 7-15 years 24,538 23,066 Equipment 3-15 years 52,534 56,745 Furniture, fixtures and leasehold improvements 7-20 years 6,822 7,261 Vehicles 5 years 3,463 3,255 135,856 134,680 Accumulated depreciation (79,621) (85,506) Net property and equipment $ 56,235 $ 49,174 |
Computation of basic and diluted earnings per share | The following table sets forth the computation of basic and diluted earnings per share: Years Ended December 31, 2017 2016 2015 (In thousands, except per share data) Numerator: Income from continuing operations $ 22,246 $ 12,910 $ 9,146 Less: Income allocated to unvested participating securities 370 231 171 Income from continuing operations available to common stockholders $ 21,876 $ 12,679 $ 8,975 Income from discontinued operations $ 32,471 $ 5,276 $ 4,268 Less: Income allocated to unvested participating securities 541 94 80 Income from discontinued operations available to common stockholders $ 31,930 $ 5,182 $ 4,188 Net income available to common stockholders $ 53,806 $ 17,861 $ 13,163 Denominator: Denominator for basic earnings per share-weighted average shares 5,803 5,761 5,706 Effect of dilutive securities: Stock options 4 10 34 Denominator for diluted earnings per share adjusted weighted-average shares and assumed conversions 5,807 5,771 5,740 Basic earnings per share: From continuing operations $ 3.77 $ 2.20 $ 1.58 From discontinued operations 5.50 0.90 0.73 Basic earnings per share $ 9.27 $ 3.10 $ 2.31 Diluted earnings per share From continuing operations $ 3.77 $ 2.19 $ 1.56 From discontinued operations 5.50 0.90 0.73 Diluted earnings per share $ 9.27 $ 3.09 $ 2.29 |
Broadcast Licenses, Goodwill 26
Broadcast Licenses, Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes to broadcast licenses | We have recorded the changes to broadcast licenses for the years ended December 31, 2017 and 2016 as follows: Continuing Discontinued Total (In thousands) Balance at January 1, 2016 $ 78,499 $ 9,607 $ 88,106 Acquisitions 8,123 8,123 Balance at December 31, 2016 $ 86,622 $ 9,607 $ 96,229 Acquisitions 8,086 8,086 Dispositions (9,607) (9,607) Impairment charge (1,449) (1,449) Balance at December 31, 2017 $ 93,259 $ $ 93,259 |
Key estimates and assumptions used in the impairment test | In general, when comparing between 2017, 2016 and 2015: (1) the market specific operating profit margin range remained relatively consistent; (2) the market long-term revenue growth rates were relatively consistent; (3) the discount rate remained relatively consistent; and (4) current year revenues were 0.8 % lower than previously projected for 2017. Fourth Fourth Fourth Discount rates 12.4% - 12.5 % 12.3% - 12.4 % 12.2% - 12.4 % Operating profit margin ranges 19.0% - 36.4 % 19.5% - 36.4 % 19.5% - 36.4 % Market long-term revenue growth rates 1.1% - 3.5 % 1.0% - 2.9 % 1.3% - 3.1 % |
Changes to Goodwill | We have recorded the changes to goodwill for each of the years ended December 31, 2017 and 2016 as follows: Continuing Discontinued Total (In thousands) Balance at January 1, 2016 $ 2,874 $ $ 2,874 Acquisitions 4,533 4,533 Balance at December 31, 2016 $ 7,407 $ $ 7,407 Acquisitions 8,151 8,151 Balance at December 31, 2017 $ 15,558 $ $ 15,558 |
Amortizable intangible assets | Gross Carrying Accumulated Net Amount Amortization Amount (In thousands) Non-competition agreements $ 3,861 $ 3,861 $ Favorable lease agreements 5,965 5,468 497 Customer relationships 3,546 1,529 2,017 Other intangibles 1,834 1,630 204 Total amortizable intangible assets $ 15,206 $ 12,488 $ 2,718 We have recorded amortizable intangible assets at December 31, 2016 as follows: Gross Carrying Accumulated Net Amount Amortization Amount (In thousands) Non-competition agreements $ 3,861 $ 3,861 $ Favorable lease agreements 5,763 5,439 324 Customer relationships 1,744 747 997 Other intangibles 1,920 1,682 238 Total amortizable intangible assets $ 13,288 $ 11,729 $ 1,559 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disposal Groups, Including Discontinued Operations | The following table is a summary of the assets and liabilities of discontinued operations (in thousands): December 31, December 31, Major Classes of Current Assets of Discontinued Operations Accounts receivable $ $ 3,868 Prepaid expenses and other current assets 625 Barter transactions 132 Total of current assets of discontinued operations $ $ 4,625 Major Classes of Non-Current Assets of Discontinued Operations Property and equipment, net (1) $ $ 7,388 Broadcast licenses, net (1) 9,607 Other intangibles, deferred costs and investments, net (1) 1,053 Total of non-current assets of discontinued operations $ $ 18,048 Total Assets Classified as Part of Discontinued Operations in the Condensed Consolidated Balance Sheets $ $ 22,673 Major Classes of Current Liabilities of Discontinued Operations Accounts payable $ $ 759 Barter transactions 163 Current portion of long term debt 1,078 Other liabilities (1) 971 Total of current liabilities of discontinued operations $ $ 2,971 Major Classes of Current Liabilities of Discontinued Operations Other liabilities (1) $ $ 1,058 Total of non-current liabilities of discontinued operations $ $ 1,058 Total Liabilities Classified as Part of Discontinued Operations in the Condensed Consolidated Balance Sheets $ $ 4,029 Net Assets Classified as Part of Discontinued Operations in the Condensed Consolidated Balance Sheets $ $ 18,644 (1) For prior periods, the current and long-term classification of assets and liabilities does not change as they did not meet the held-for-sale criteria the prior periods. We closed the disposition on September 1, 2017, therefore all amounts in the current year are considered current assets or liabilities of discontinued operations. |
Joplin, Missouri and Victoria, Texas Television Stations [Member] | |
Disposal Groups, Including Discontinued Operations | The following table shows the components of the results from discontinued operations associated with the Television Sale as reflected in the Company’s Consolidated Statements of Operations (in thousands): Year Ended December 31, 2017 (5) 2016 2015 Net operating revenue $ 14,238 $ 23,636 $ 21,064 Station operating expense (1) 9,757 14,743 14,080 Other operating (income) expense 31 (42) 32 Operating income 4,450 8,935 6,952 Interest expense (2) 21 32 33 Other income (3) (417) Income before income taxes 4,429 8,903 7,336 Pretax gain on the disposal of discontinued operations 50,842 Total pretax gain on discontinued operations 55,271 8,903 7,336 Income tax expense (4) 22,800 3,627 3,068 Income from discontinued operations, net of tax $ 32,471 $ 5,276 $ 4,268 (1) No depreciation expense was recorded by the Company beginning May 9, 2017, the date the Television segment assets’ were held for sale. (2) Interest expense related to the Surtsey debt that is guaranteed by the Television stations. Our affiliate repaid this loan when the television stations were sold on September 1, 2017. (3) Other income in 2015 relates to a gain on an insurance claim. (4) The effective tax rates on pretax income from discontinued operations were approximately 41 (5) Results of operations for the Television stations are reflected through August 31, 2017. The effective date of the sale was September 1, 2017. |
Disclosure of Condensed Consolidated Statements of Cash Flows | The following table represents the components of the results from discontinued operations associated with the Television Sale as reflected in the Company’s unaudited Condensed Consolidated Statements of Cash Flows (in thousands): December 31, December 31, December 31, Cash paid during the period Interest $ 21 $ 32 $ 33 Income taxes 23,260 2,677 1,972 Significant operating non-cash items Depreciation and amortization (1) $ 445 $ 1,387 $ 1,399 Broadcast program rights amortization 418 628 637 Barter revenue, net 18 32 (50) Acquisition of property and equipment 43 3 Loss (gain) on sale of assets 31 (42) 32 Pretax gain on television sale 50,842 Significant investing items Acquisition of property and equipment $ 335 $ 894 $ 1,973 Proceeds from sale and disposal of assets (59) (3) Net proceeds from sale of television stations (2) 69,528 Proceeds from insurance claim (777) (1) No depreciation expense was recorded by the Company beginning May 9, 2017, the date the Television segment assets’ were held for sale. (2) Net proceeds from the sale of the television stations reflect the sales price of $66.6 million, the sale of accounts receivable of approximately $3.4 million, offset by certain closing adjustments and transactional costs of approximately $500 thousand. |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | December 31, December 31, 2017 2016 (In thousands) Credit Facility: Revolving Credit Facility $ 25,000 $ 35,287 Amounts payable within one year $ 25,000 $ 35,287 |
Future maturities of long-term debt | Future maturities of long-term debt are as follows: Year Ending Amount (In thousands) 2018 $ 2019 2020 25,000 2021 2022 Thereafter $ 25,000 |
Supplemental Cash Flow Inform29
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental cash flow information | Years Ended December 31, 2017 2016 2015 (In thousands) Cash paid during the period for: Interest $ 850 $ 636 $ 718 Income taxes $ 2,420 $ 6,555 $ 4,192 Non-cash transactions: Barter revenue $ 3,618 $ 3,471 $ 3,433 Barter expense $ 3,367 $ 3,217 $ 3,270 Purchase of treasury shares in connection with exercise of stock options $ 826 $ $ 3,294 Acquisition of property and equipment $ 8 $ 49 $ 44 Acquisition of broadcast properties $ $ $ 50 Use of treasury shares for 401(k) match $ 274 $ 258 $ 244 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Significant components of the Companys deferred tax liabilities and assets | Significant components of the Company’s deferred tax liabilities and assets are as follows: December 31, 2017 2016 (In thousands) Deferred tax liabilities: Property and equipment $ 4,333 $ 6,858 Intangible assets 17,640 24,987 Prepaid expenses 317 619 Total deferred tax liabilities 22,290 32,464 Deferred tax assets: Allowance for doubtful accounts 116 224 Compensation 1,058 2,421 Other accrued liabilities 44 78 1,218 2,723 Less: valuation allowance Total net deferred tax assets 1,218 2,723 Net deferred tax liabilities $ 21,072 $ 29,741 Current portion of deferred tax assets $ 300 $ 1,022 Non-current portion of deferred tax liabilities (21,372) (30,763) Net deferred tax liabilities $ (21,072) $ (29,741) |
Significant components of the provision for income taxes | The significant components of the provision for income taxes are as follows: Years Ended December 31, 2017 2016 2015 (In thousands) Current: Federal $ 2,545 $ 5,616 $ 3,307 State (255) 1,010 784 Total current 2,290 6,626 4,091 Total deferred (8,210) 2,247 2,481 Total Income Tax Provision $ (5,920) $ 8,873 $ 6,572 |
Reconciliation of income tax | The reconciliation of income tax at the U.S. federal statutory tax rates to income tax expense (benefit) is as follows: Years Ended December 31, 2017 2016 2015 (In thousands) Tax expense at U.S. statutory rates $ 5,716 $ 7,665 $ 5,401 State tax expense (benefit), net of federal benefit (769) 926 760 Other, net 633 282 411 Federal tax reform - deferred tax rate change (11,500) $ (5,920) $ 8,873 $ 6,572 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity | The following summarizes the stock option transactions for the Second Restated 2005 Plan, and the 2003 Plan for the year ended December 31: Weighted Average Weighted Remaining Aggregate Number of Average Contractual Intrinsic Options Exercise Price Term (Years) Value Outstanding at January 1, 2015 213,170 $ 31.79 1.2 $ 2,519,147 Granted Exercised (125,354) 27.09 Forfeited/canceled/expired (58,781) 43.47 Outstanding at December 31, 2015 29,035 $ 28.47 1.4 $ 289,769 Granted Exercised Forfeited/canceled/expired Outstanding at December 31, 2016 29,035 $ 28.47 0.4 $ 633,834 Granted Exercised (29,035) 28.47 Forfeited/canceled/expired Outstanding at December 31, 2017 $ $ Vested and Exercisable at December 31, 2017 $ $ |
Summary of restricted stock transactions | The following summarizes the restricted stock transactions for the year ended December 31: Weighted Average Grant Date Shares Fair Value Outstanding at January 1, 2015 89,832 $ 41.20 Granted 55,081 40.09 Vested (36,142) 42.11 Forfeited/canceled/expired (1,982) 43.62 Outstanding at December 31, 2015 106,789 $ 40.28 Granted 48,471 48.60 Vested (51,368) 41.20 Forfeited/canceled/expired (630) 38.83 Outstanding at December 31, 2016 103,262 $ 43.73 Granted 48,780 44.20 Vested (54,598) 42.13 Forfeited/canceled/expired (805) 46.23 Non-vested and outstanding at December 31, 2017 96,639 $ 44.85 Weighted average remaining contractual life (in years) 2.2 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Condensed Consolidated Balance Sheet of 2017 and 2016 Acquisitions Acquisitions in 2017 2016 (In thousands) Assets Acquired: Current assets $ 1,335 $ 814 Property and equipment 6,678 375 Other assets: Broadcast licenses 8,086 8,123 Goodwill 8,151 4,533 Other intangibles, deferred costs and investments 2,019 398 Total other assets 18,256 13,054 Total assets acquired 26,269 14,243 Liabilities Assumed: Current liabilities 413 41 Total liabilities assumed 413 41 Net assets acquired $ 25,856 $ 14,202 |
Business Acquisition, Pro Forma Information | The pro forma results have been prepared for comparative purposes only and do not purport to indicate the results of operations which would actually have occurred had the combinations been in effect on the dates indicated or which may occur in the future. Years Ended December 31, 2017 2016 (In thousands, except per share data) Pro forma Consolidated Results of Operations Net operating revenue $ 123,651 $ 126,789 Station operating expense 92,563 93,818 Corporate general and administrative 11,657 10,980 Other operating (income) expenses, net 55 (1,351) Impairment of intangible assets 1,449 Operating income 17,927 23,342 Interest expense 903 744 Income from continuing operations before income tax expense 17,024 22,598 Income tax (benefit) expense (5,634) 9,207 Income from continuing operations, net of tax 22,658 13,391 Income from discontinued operations, net of tax 32,471 5,276 Net income $ 55,129 $ 18,667 Basic earnings per share: From continuing operations From discontinued operations $ 3.84 $ 2.28 Basic earnings per share 5.50 0.90 $ 9.34 $ 3.18 Diluted earnings per share: From continuing operations $ 3.84 $ 2.28 From discontinued operations 5.50 0.90 Diluted earnings per share $ 9.34 $ 3.18 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum annual rental commitments | 2018 $ 1,453 2019 1,144 2020 987 2021 865 2022 710 Thereafter 3,006 $ 8,165 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring | Fair Value Financial Instrument Fair Value December 31, December 31, Cash and cash equivalents Level 1 $ 53,030 $ 26,697 Revolving Credit Facility Level 2 25,000 35,287 |
Quarterly Results of Operatio35
Quarterly Results of Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations | March 31, June 30, September 30, December 31, 2017* 2016* 2017 2016* 2017 2016* 2017 2016* (In thousands, except per share data) Net operating revenue $ 26,155 $ 27,464 $ 30,261 $ 30,866 $ 30,269 $ 29,878 $ 31,464 $ 30,747 Station operating expenses 21,340 21,140 21,426 21,842 21,755 21,775 23,238 22,042 Corporate G&;A 2,863 2,717 2,880 2,620 3,132 2,728 2,782 2,915 Other operating expense (income), net (21) (3) 79 8 (127) (1,393) 124 37 Impairment of intangible assets 1,449 Operating income from continuing operations 1,973 3,610 5,876 6,396 5,509 6,768 3,871 5,753 Other (income) expenses: Interest expense 208 179 229 182 254 187 212 196 Income from continuing operations before income taxes 1,765 3,431 5,647 6,214 5,255 6.581 3,659 5,557 Income tax provision 718 1,418 2,272 2,569 2,290 2,678 (11,200) 2,208 Income from continuing operations, net of tax 1,047 2,013 3,375 3,645 2,965 3,903 14,859 3,349 Income (loss) from discontinued operations, net of tax 891 1,011 1,159 1,166 30,451 1,511 (30) 1,588 Net income $ 1,938 $ 3,024 $ 4,534 $ 4,811 $ 33,416 $ 5,414 $ 14,829 $ 4,937 Basic earnings per share From continuing operations $ 0.18 $ 0.35 $ 0.57 $ 0.62 $ 0.50 $ 0.66 $ 2.52 $ 0.57 From discontinued operations 0.15 0.17 0.20 0.20 5.16 0.26 (0.01) 0.27 Basic earnings per share $ 0.33 $ 0.52 $ 0.77 $ 0.82 $ 5.66 $ 0.92 $ 2.51 $ 0.84 Weighted average common shares 5,795 5,751 5,803 5,754 5,807 5,755 5,815 5,785 Diluted earnings per share From continuing operations $ 0.18 $ 0.35 $ 0.57 $ 0.61 $ 0.50 $ 0.66 $ 2.52 $ 0.57 From discontinued operations 0.15 0.17 0.20 0.20 5.16 0.26 (0.01) 0.27 Diluted earnings per share $ 0.33 $ 0.52 $ 0.77 $ 0.81 $ 5.66 $ 0.92 $ 2.51 $ 0.84 Weighted average common and common equivalent shares 5,808 5,759 5,806 5,763 5,807 5,764 5,815 5,797 *Certain prior year amounts and March 31, 2017 quarterly data have been reclassified to conform with current presentation. |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance For Doubtful Accounts Receivable Rollforward [Line Items] | |||
Balance at Beginning of Period | $ 518 | $ 614 | $ 378 |
Charged to Costs and Expenses | 333 | 195 | 294 |
Allowance From Acquisitions | 181 | 0 | 99 |
Write Off of Uncollectible Accounts, Net of Recoveries | (305) | (291) | (157) |
Balance at End of Period | $ 727 | $ 518 | $ 614 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Property Plant and Equipment, Gross | $ 135,856 | $ 134,680 |
Accumulated depreciation | (79,621) | (85,506) |
Net property and equipment | 56,235 | 49,174 |
Land and Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant and Equipment, Gross | $ 13,594 | 12,307 |
Estimated Useful Life | 0 years | |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant and Equipment, Gross | $ 34,905 | 32,046 |
Estimated Useful Life | 31 years 6 months | |
Towers And Antennae [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant and Equipment, Gross | $ 24,538 | 23,066 |
Towers And Antennae [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 7 years | |
Towers And Antennae [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 15 years | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant and Equipment, Gross | $ 52,534 | 56,745 |
Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 3 years | |
Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 15 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant and Equipment, Gross | $ 6,822 | 7,261 |
Furniture and Fixtures [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 7 years | |
Furniture and Fixtures [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 20 years | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property Plant and Equipment, Gross | $ 3,463 | $ 3,255 |
Estimated Useful Life | 5 years |
Summary of Significant Accoun38
Summary of Significant Accounting Policies (Details 2) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | [1] | Dec. 31, 2016 | [1] | Sep. 30, 2016 | [1] | Jun. 30, 2016 | [1] | Mar. 31, 2016 | [1] | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator: | ||||||||||||||||
Income from continuing operations | $ 14,859 | $ 2,965 | $ 3,375 | $ 1,047 | $ 3,349 | $ 3,903 | $ 3,645 | $ 2,013 | $ 22,246 | $ 12,910 | $ 9,146 | |||||
Less: Income allocated to unvested participating securities | 370 | 231 | 171 | |||||||||||||
Income from continuing operations available to common stockholders | 21,876 | 12,679 | 8,975 | |||||||||||||
Income from discontinued operations | $ (30) | $ 30,451 | $ 1,159 | $ 891 | $ 1,588 | $ 1,511 | $ 1,166 | $ 1,011 | 32,471 | 5,276 | 4,268 | |||||
Less: Income allocated to unvested participating securities | 541 | 94 | 80 | |||||||||||||
Income from discontinued operations available to common stockholders | 31,930 | 5,182 | 4,188 | |||||||||||||
Net income available to common stockholders | $ 53,806 | $ 17,861 | $ 13,163 | |||||||||||||
Denominator: | ||||||||||||||||
Denominator for basic earnings per share-weighted average shares | 5,815 | 5,807 | 5,803 | 5,795 | 5,785 | 5,755 | 5,754 | 5,751 | 5,803 | 5,761 | 5,706 | |||||
Effect of dilutive securities: | ||||||||||||||||
Stock options | 4 | 10 | 34 | |||||||||||||
Denominator for diluted earnings per share - adjusted weighted-average shares and assumed conversions | 5,815 | 5,807 | 5,806 | 5,808 | 5,797 | 5,764 | 5,763 | 5,759 | 5,807 | 5,771 | 5,740 | |||||
Basic earnings per share: | ||||||||||||||||
From continuing operations | $ 2.52 | $ 0.50 | $ 0.57 | $ 0.18 | $ 0.57 | $ 0.66 | $ 0.62 | $ 0.35 | $ 3.77 | $ 2.20 | $ 1.58 | |||||
From discontinued operations | (0.01) | 5.16 | 0.20 | 0.15 | 0.27 | 0.26 | 0.20 | 0.17 | 5.50 | 0.90 | 0.73 | |||||
Basic earnings per share | 2.51 | 5.66 | 0.77 | 0.33 | 0.84 | 0.92 | 0.82 | 0.52 | 9.27 | 3.1 | 2.31 | |||||
Diluted earnings per share | ||||||||||||||||
From continuing operations | 2.52 | 0.50 | 0.57 | 0.18 | 0.57 | 0.66 | 0.61 | 0.35 | 3.77 | 2.19 | 1.56 | |||||
From discontinued operations | (0.01) | 5.16 | 0.20 | 0.15 | 0.27 | 0.26 | 0.20 | 0.17 | 5.50 | 0.90 | 0.73 | |||||
Diluted earnings per share | $ 2.51 | $ 5.66 | $ 0.77 | $ 0.33 | $ 0.84 | $ 0.92 | $ 0.81 | $ 0.52 | $ 9.27 | $ 3.09 | $ 2.29 | |||||
[1] | Certain prior year amounts and March 31, 2017 quarterly data have been reclassified to conform with current presentation. |
Summary of Significant Accoun39
Summary of Significant Accounting Policies (Details Textual) | Dec. 07, 2017USD ($)$ / shares | Sep. 13, 2017USD ($)$ / shares | May 03, 2017USD ($)$ / shares | Mar. 03, 2017USD ($)$ / shares | Jun. 01, 2016USD ($)$ / shares | Mar. 02, 2016USD ($)$ / shares | Sep. 02, 2015USD ($)$ / shares | Jun. 10, 2015USD ($)$ / shares | Nov. 21, 2016USD ($)$ / shares | Aug. 30, 2016USD ($)$ / shares | Nov. 17, 2015USD ($)$ / shares | Mar. 25, 2015USD ($)$ / shares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares |
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Number of stock options outstanding having antidilutive effect | shares | 0 | 0 | 0 | ||||||||||||
Concentration Risk, Market Risk | 46.00% | 48.00% | 46.00% | ||||||||||||
Interest expense related to the amortization of debt issuance costs | $ 53,000 | $ 53,000 | $ 131,000 | ||||||||||||
Write-off of debt issuance costs | 0 | 0 | $ 557,000 | ||||||||||||
Net book value of deferred costs | $ 138,000 | $ 191,000 | |||||||||||||
Treasury Stock, Shares, Acquired | shares | 37,141 | 18,612 | 129,384 | ||||||||||||
Treasury Stock Acquired, Average Cost Per Share | $ / shares | $ 47.72 | $ 40.06 | $ 36.53 | ||||||||||||
Special cash dividend declared on Classes A and B Common Stock | $ / shares | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.25 | $ 0.25 | $ 0.20 | $ 0.20 | $ 0.30 | $ 0.30 | $ 0.25 | $ 0.20 | $ 2 | $ 1.3 | $ 1.1 |
Dividend paid | $ 6,500,000 | $ 1,800,000 | $ 1,800,000 | $ 1,800,000 | $ 1,500,000 | $ 1,500,000 | $ 1,200,000 | $ 1,200,000 | $ 2,900,000 | $ 1,800,000 | $ 2,900,000 | $ 1,200,000 | |||
Number Of Broadcast Licenses | 108 | ||||||||||||||
Number Of Market Serving | 26 | ||||||||||||||
Dividends Payable, Amount Per Share | $ / shares | $ 0.80 | $ 0.25 | |||||||||||||
Deferred Tax Assets, Net of Valuation Allowance, Current, Total | $ 300,000 | $ 1,022,000 | |||||||||||||
Continuing Operations [Member] | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Depreciation expense | 5,391,000 | 5,234,000 | $ 5,194,000 | ||||||||||||
Advertising and promotion costs | 2,441,000 | 2,633,000 | 2,475,000 | ||||||||||||
Discontinued Operations [Member] | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Depreciation expense | 445,000 | 1,387,000 | 1,399,000 | ||||||||||||
Advertising and promotion costs | 240,000 | $ 341,000 | $ 328,000 | ||||||||||||
Class A Common Stock [Member] | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | 22,400,000 | ||||||||||||||
Minimum [Member] | Class A Common Stock [Member] | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Stock Repurchase Program, Authorized Amount | 60,000,000 | ||||||||||||||
Maximum [Member] | Class A Common Stock [Member] | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Stock Repurchase Program, Authorized Amount | $ 75,800,000 | ||||||||||||||
Favorable Lease Agreements [Member] | Minimum [Member] | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Amortized over the lives of the leases term range | 5 years | ||||||||||||||
Favorable Lease Agreements [Member] | Maximum [Member] | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Amortized over the lives of the leases term range | 26 years |
Broadcast Licenses, Goodwill 40
Broadcast Licenses, Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | [1] | Jun. 30, 2016 | [1] | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Indefinite-lived Intangible Assets [Line Items] | |||||||||||||||||
Balance | $ 86,622 | $ 88,106 | $ 86,622 | $ 88,106 | |||||||||||||
Acquisitions | 8,086 | 8,123 | |||||||||||||||
Dispositions | (9,607) | ||||||||||||||||
Impairment charge | $ (1,449) | $ 0 | $ 0 | 0 | [1] | $ 0 | [1] | $ 0 | $ 0 | 0 | [1] | $ (874) | (1,449) | 0 | $ (874) | ||
Balance | 93,259 | 86,622 | 88,106 | 93,259 | 86,622 | 88,106 | |||||||||||
Discontinued Operations [Member] | |||||||||||||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||||||||||||
Balance | 9,607 | 9,607 | 9,607 | 9,607 | |||||||||||||
Acquisitions | 0 | 0 | |||||||||||||||
Dispositions | (9,607) | ||||||||||||||||
Impairment charge | 0 | ||||||||||||||||
Balance | 0 | 9,607 | 9,607 | 0 | 9,607 | 9,607 | |||||||||||
Continuing Operations [Member] | |||||||||||||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||||||||||||
Balance | $ 86,622 | $ 78,499 | 86,622 | 78,499 | |||||||||||||
Acquisitions | 8,086 | 8,123 | |||||||||||||||
Dispositions | 0 | ||||||||||||||||
Impairment charge | (1,449) | ||||||||||||||||
Balance | $ 93,259 | $ 86,622 | $ 78,499 | $ 93,259 | $ 86,622 | $ 78,499 | |||||||||||
[1] | Certain prior year amounts and March 31, 2017 quarterly data have been reclassified to conform with current presentation. |
Broadcast Licenses, Goodwill 41
Broadcast Licenses, Goodwill and Other Intangible Assets (Details 1) | 3 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Minimum [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Discount rates | 12.40% | 12.30% | 12.20% |
Operating profit margin ranges | 19.00% | 19.50% | 19.50% |
Market long-term revenue growth rates | 1.10% | 1.00% | 1.30% |
Maximum [Member] | |||
Fair Value Inputs, Assets, Quantitative Information [Line Items] | |||
Discount rates | 12.50% | 12.40% | 12.40% |
Operating profit margin ranges | 36.40% | 36.40% | 36.40% |
Market long-term revenue growth rates | 3.50% | 2.90% | 3.10% |
Broadcast Licenses, Goodwill 42
Broadcast Licenses, Goodwill and Other Intangible Assets (Details 2) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Indefinite-lived Intangible Assets [Line Items] | ||
Balance | $ 7,407 | $ 2,874 |
Acquisitions | 8,151 | 4,533 |
Balance | 15,558 | 7,407 |
Continuing Operations [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Balance | 7,407 | 2,874 |
Acquisitions | 8,151 | 4,533 |
Balance | 15,558 | 7,407 |
Discontinued Operations [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Balance | 0 | 0 |
Acquisitions | 0 | 0 |
Balance | $ 0 | $ 0 |
Broadcast Licenses, Goodwill 43
Broadcast Licenses, Goodwill and Other Intangible Assets (Details 3) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 15,206 | $ 13,288 |
Accumulated Amortization | 12,488 | 11,729 |
Net Amount | 2,718 | 1,559 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,546 | 1,744 |
Accumulated Amortization | 1,529 | 747 |
Net Amount | 2,017 | 997 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,861 | 3,861 |
Accumulated Amortization | 3,861 | 3,861 |
Net Amount | 0 | 0 |
Favorable Lease Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,965 | 5,763 |
Accumulated Amortization | 5,468 | 5,439 |
Net Amount | 497 | 324 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,834 | 1,920 |
Accumulated Amortization | 1,630 | 1,682 |
Net Amount | $ 204 | $ 238 |
Broadcast Licenses, Goodwill 44
Broadcast Licenses, Goodwill and Other Intangible Assets (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | [1] | Dec. 31, 2016 | [1] | Sep. 30, 2016 | [1] | Jun. 30, 2016 | [1] | Mar. 31, 2016 | [1] | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||||||||||||||||
Impairment of intangible assets | $ 1,449,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 874,000 | $ 1,449,000 | $ 0 | $ 874,000 | |||||
Amortization Expense | 860,000 | $ 642,000 | $ 231,000 | ||||||||||||||
2,018 | 1,094,000 | 1,094,000 | |||||||||||||||
2,019 | 691,000 | 691,000 | |||||||||||||||
2,020 | 475,000 | 475,000 | |||||||||||||||
2,021 | 49,000 | 49,000 | |||||||||||||||
2,022 | $ 39,000 | $ 39,000 | |||||||||||||||
[1] | Certain prior year amounts and March 31, 2017 quarterly data have been reclassified to conform with current presentation. |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | [1] | Dec. 31, 2016 | [1] | Sep. 30, 2016 | [1] | Jun. 30, 2016 | [1] | Mar. 31, 2016 | [1] | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |||
Income from discontinued operations, net of tax | $ (30) | $ 30,451 | $ 1,159 | $ 891 | $ 1,588 | $ 1,511 | $ 1,166 | $ 1,011 | $ 32,471 | $ 5,276 | $ 4,268 | |||||||
Joplin, Missouri and Victoria, Texas Television Stations [Member] | ||||||||||||||||||
Net operating revenue | 14,238 | [2] | 23,636 | 21,064 | ||||||||||||||
Station operating expense | [3] | 9,757 | [2] | 14,743 | 14,080 | |||||||||||||
Other operating (income) expense | 31 | [2] | (42) | 32 | ||||||||||||||
Operating income | 4,450 | [2] | 8,935 | 6,952 | ||||||||||||||
Interest expense | [4] | 21 | [2] | 32 | 33 | |||||||||||||
Other income | [5] | 0 | [2] | 0 | (417) | |||||||||||||
Income before income taxes | 4,429 | [2] | 8,903 | 7,336 | ||||||||||||||
Pretax gain on the disposal of discontinued operations | 50,842 | [2] | 0 | 0 | ||||||||||||||
Total pretax gain on discontinued operations | 55,271 | [2] | 8,903 | 7,336 | ||||||||||||||
Income tax expense | [6] | 22,800 | [2] | 3,627 | 3,068 | |||||||||||||
Income from discontinued operations, net of tax | $ 32,471 | [2] | $ 5,276 | $ 4,268 | ||||||||||||||
[1] | Certain prior year amounts and March 31, 2017 quarterly data have been reclassified to conform with current presentation. | |||||||||||||||||
[2] | Results of operations for the Television stations are reflected through August 31, 2017. The effective date of the sale was September 1, 2017. | |||||||||||||||||
[3] | No depreciation expense was recorded by the Company beginning May 9, 2017, the date the Television segment assets’ were held for sale. | |||||||||||||||||
[4] | Interest expense related to the Surtsey debt that is guaranteed by the Television stations. Our affiliate repaid this loan when the television stations were sold on September 1, 2017. | |||||||||||||||||
[5] | Other income in 2015 relates to a gain on an insurance claim. | |||||||||||||||||
[6] | The effective tax rates on pretax income from discontinued operations were approximately 41%. |
Discontinued Operations (Deta46
Discontinued Operations (Details 1) - USD ($) $ in Thousands | Dec. 31, 2017 | Sep. 02, 2017 | May 09, 2017 | Dec. 31, 2016 | |
Major Classes of Current Assets of Discontinued Operations | |||||
Accounts receivable | $ 1,300 | $ 3,400 | |||
Total of current assets of discontinued operations | $ 0 | $ 4,625 | |||
Major Classes of Non-Current Assets of Discontinued Operations | |||||
Total of non-current assets of discontinued operations | 0 | 18,048 | |||
Major Classes of Current Liabilities of Discontinued Operations | |||||
Total of current liabilities of discontinued operations | 0 | 2,971 | |||
Major Classes of Current Liabilities of Discontinued Operations | |||||
Total of non-current liabilities of discontinued operations | 0 | 1,058 | |||
Joplin, Missouri and Victoria, Texas Television Stations [Member] | |||||
Major Classes of Current Assets of Discontinued Operations | |||||
Accounts receivable | 0 | 3,868 | |||
Prepaid expenses and other current assets | 0 | 625 | |||
Barter transactions | 0 | 132 | |||
Total of current assets of discontinued operations | 0 | 4,625 | |||
Major Classes of Non-Current Assets of Discontinued Operations | |||||
Property and equipment, net | [1] | 0 | 7,388 | ||
Broadcast licenses, net | [1] | 0 | 9,607 | ||
Other intangibles, deferred costs and investments, net | [1] | 0 | 1,053 | ||
Total of non-current assets of discontinued operations | 0 | 18,048 | |||
Total Assets Classified as Part of Discontinued Operations in the Condensed Consolidated Balance Sheets | 0 | 22,673 | |||
Major Classes of Current Liabilities of Discontinued Operations | |||||
Accounts payable | 0 | 759 | |||
Barter transactions | 0 | 163 | |||
Current portion of long term debt | 0 | 1,078 | |||
Other liabilities | [1] | 0 | 971 | ||
Total of current liabilities of discontinued operations | 0 | 2,971 | |||
Major Classes of Current Liabilities of Discontinued Operations | |||||
Other liabilities | [1] | 0 | 1,058 | ||
Total of non-current liabilities of discontinued operations | 0 | 1,058 | |||
Total Liabilities Classified as Part of Discontinued Operations in the Condensed Consolidated Balance Sheets | 0 | 4,029 | |||
Net Assets Classified as Part of Discontinued Operations in the Condensed Consolidated Balance Sheets | $ 0 | $ 18,644 | |||
[1] | For prior periods, the current and long-term classification of assets and liabilities does not change as they did not meet the held-for-sale criteria the prior periods. We closed the disposition on September 1, 2017, therefore all amounts in the current year are considered current assets or liabilities of discontinued operations. |
Discontinued Operations (Deta47
Discontinued Operations (Details 2) - USD ($) $ in Thousands | May 09, 2017 | Jun. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||||
Cash paid during the period | |||||||||
Interest | $ 850 | $ 636 | $ 718 | ||||||
Income taxes | 2,420 | 6,555 | 4,192 | ||||||
Significant operating non-cash items | |||||||||
Depreciation and amortization | 6,251 | 5,876 | 5,425 | ||||||
Significant investing items | |||||||||
Acquisition of property and equipment | 6,246 | 3,967 | 3,570 | ||||||
Proceeds from insurance claim | $ (777) | ||||||||
Joplin, Missouri and Victoria, Texas Television Stations [Member] | |||||||||
Cash paid during the period | |||||||||
Interest | 21 | 32 | 33 | ||||||
Income taxes | 23,260 | 2,677 | 1,972 | ||||||
Significant operating non-cash items | |||||||||
Depreciation and amortization | [1] | 445 | 1,387 | 1,399 | |||||
Broadcast program rights amortization | 418 | 628 | 637 | ||||||
Barter revenue, net | 18 | 32 | (50) | ||||||
Acquisition of property and equipment | 0 | 43 | 3 | ||||||
Loss (gain) on sale of assets | 31 | (42) | 32 | ||||||
Pretax gain on television sale | 50,842 | 0 | 0 | ||||||
Significant investing items | |||||||||
Acquisition of property and equipment | 335 | 894 | 1,973 | ||||||
Proceeds from sale and disposal of assets | 0 | (59) | (3) | ||||||
Net proceeds from sale of television stations | $ 69,500 | 69,528 | [2] | 0 | [2] | 0 | [2] | ||
Proceeds from insurance claim | $ 0 | $ 0 | $ (777) | ||||||
[1] | No depreciation expense was recorded by the Company beginning May 9, 2017, the date the Television segment assets’ were held for sale. | ||||||||
[2] | Net proceeds from the sale of the television stations reflect the sales price of $66.6 million, the sale of accounts receivable of approximately $3.4 million, offset by certain closing adjustments and transactional costs of approximately $500 thousand. |
Discontinued Operations (Deta48
Discontinued Operations (Details Textual) - USD ($) | Nov. 03, 2017 | Oct. 05, 2017 | Sep. 02, 2017 | May 09, 2017 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | [1] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 23,000,000 | ||||||||||
Disposal Group, Including Discontinued Operation, Income Tax Rate | 41.00% | ||||||||||
Discontinued Operation, Disposal of Discontinued Operation, Transaction Costs | $ 50,000 | ||||||||||
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | $ 1,300,000 | 3,400,000 | |||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 24,200,000 | 24,200,000 | |||||||||
Revolving Credit Facility [Member] | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Repayments of Lines of Credit | $ 5,000,000 | $ 5,287,000 | |||||||||
Joplin, Missouri and Victoria, Texas Television Stations [Member] | |||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax, Total | 29,900,000 | ||||||||||
Disposal Group, Including Discontinued Operation, Consideration | 66,600,000 | ||||||||||
Discontinued Operation, Disposal of Discontinued Operation, Transaction Costs | 500,000 | ||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | $ 69,500,000 | 69,528,000 | [1] | $ 0 | [1] | $ 0 | |||||
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | $ 0 | $ 3,868,000 | |||||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 50,800,000 | ||||||||||
[1] | Net proceeds from the sale of the television stations reflect the sales price of $66.6 million, the sale of accounts receivable of approximately $3.4 million, offset by certain closing adjustments and transactional costs of approximately $500 thousand. |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Total debt | ||
Amounts payable within one year | $ 0 | $ 0 |
Long-term debt, noncurrent | 25,000 | 35,287 |
Revolving credit facility [Member] | ||
Total debt | ||
Long-term debt, noncurrent | $ 25,000 | $ 35,287 |
Long-Term Debt (Details 1)
Long-Term Debt (Details 1) $ in Thousands | Dec. 31, 2017USD ($) |
Schedule of Maturities of Long Term Debt [Line Items] | |
2,018 | $ 0 |
2,019 | 0 |
2,020 | 25,000 |
2,021 | 0 |
2,022 | 0 |
Thereafter | 0 |
Long-term Debt | $ 25,000 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - USD ($) | Nov. 03, 2017 | Oct. 05, 2017 | Aug. 18, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||||||
Long-term Debt | $ 25,000,000 | |||||
Write off of Deferred Debt Issuance Cost | 0 | $ 0 | $ 557,000 | |||
Amortization of Acquisition Costs | 266,000 | |||||
Affiliated Entity [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of Long-term Lines of Credit | $ 1,100,000 | |||||
Secured Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Maturity Date | May 1, 2020 | |||||
London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 0.25% | |||||
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% | |||||
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% | |||||
Libor Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 1.375% | |||||
Libor Rate [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||||
Libor Rate [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||
Revolving credit facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Maturity Date | Aug. 18, 2020 | |||||
Long-term Debt | $ 100,000,000 | |||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 75,000,000 | |||||
Repayments of Long-term Lines of Credit | $ 5,000,000 | $ 5,287,000 |
Supplemental Cash Flow Inform52
Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash paid during the period for: | |||
Interest | $ 850 | $ 636 | $ 718 |
Income taxes | 2,420 | 6,555 | 4,192 |
Non-cash transactions: | |||
Barter revenue | 3,618 | 3,471 | 3,433 |
Barter expense | 3,367 | 3,217 | 3,270 |
Purchase of treasury shares in connection with exercise of stock options | 826 | 0 | 3,294 |
Acquisition of property and equipment | 8 | 49 | 44 |
Acquisition of broadcast properties | 0 | 0 | 50 |
Use of treasury shares for 401(k) match | $ 274 | $ 258 | $ 244 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax liabilities: | ||
Property and equipment | $ 4,333 | $ 6,858 |
Intangible assets | 17,640 | 24,987 |
Prepaid expenses | 317 | 619 |
Total deferred tax liabilities | 22,290 | 32,464 |
Deferred tax assets: | ||
Allowance for doubtful accounts | 116 | 224 |
Compensation | 1,058 | 2,421 |
Other accrued liabilities | 44 | 78 |
Deferred Tax Assets, Gross, Total | 1,218 | 2,723 |
Less: valuation allowance | 0 | 0 |
Total net deferred tax assets | 1,218 | 2,723 |
Net deferred tax liabilities | 21,072 | 29,741 |
Current portion of deferred tax assets | 300 | 1,022 |
Non-current portion of deferred tax liabilities | (21,072) | (29,741) |
Net deferred tax liabilities | $ (21,072) | $ (29,741) |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | |||
Federal | $ 2,545 | $ 5,616 | $ 3,307 |
State | (255) | 1,010 | 784 |
Total current | 2,290 | 6,626 | 4,091 |
Total deferred | (8,210) | 2,247 | 2,481 |
Total Income Tax Provision | $ (5,920) | $ 8,873 | $ 6,572 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule Of Effective Income Taxes Rate Reconciliation [Line Items] | |||
Tax expense at U.S. statutory rates | $ 5,716 | $ 7,665 | $ 5,401 |
State tax expense (benefit), net of federal benefit | (769) | 926 | 760 |
Other, net | 633 | 282 | 411 |
Federal tax reform - deferred tax rate change | (11,500) | 0 | 0 |
Total Income Tax Provision | $ (5,920) | $ 8,873 | $ 6,572 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | [1] | Dec. 31, 2016 | Sep. 30, 2016 | [1] | Jun. 30, 2016 | [1] | Mar. 31, 2016 | [1] | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Income Tax [Line Items] | |||||||||||||||||
Deferred Tax Assets Tax Deferred Compensation Noncurrent | $ 1,175,000 | $ 2,723,000 | $ 1,175,000 | $ 2,723,000 | |||||||||||||
Income Tax Expense (Benefit) | (11,200,000) | $ 2,290,000 | $ 2,272,000 | $ 718,000 | 2,208,000 | [1] | $ 2,678,000 | $ 2,569,000 | $ 1,418,000 | (5,920,000) | 8,873,000 | $ 6,572,000 | |||||
Income Tax Examination, Penalties and Interest Accrued | $ 0 | $ 0 | $ 0 | 0 | 0 | ||||||||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | ||||||||||||||||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | $ (11,500,000) | 0 | 0 | ||||||||||||||
Scenario, Plan [Member] | |||||||||||||||||
Income Tax [Line Items] | |||||||||||||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||||||||||||||||
Stock Option [Member] | |||||||||||||||||
Income Tax [Line Items] | |||||||||||||||||
Income Tax Expense (Benefit) | $ (100,000) | $ 0 | $ 230,000 | ||||||||||||||
[1] | Certain prior year amounts and March 31, 2017 quarterly data have been reclassified to conform with current presentation. |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - Stock Option Plan [Member] - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary the stock option transactions | ||||
Number of Options, Outstanding | 29,035 | 29,035 | 213,170 | |
Number of Options, Granted | 0 | 0 | 0 | |
Number of Options, Exercised | (29,035) | 0 | (125,354) | |
Number of Options, Forfeited/canceled/expired | 0 | 0 | (58,781) | |
Number of Options, Outstanding | 0 | 29,035 | 29,035 | 213,170 |
Number of Options, Vested and Exercisable | 0 | |||
Weighted Average Exercise Price, Outstanding | $ 28.47 | $ 28.47 | $ 31.79 | |
Weighted Average Exercise Price, Granted | 0 | 0 | 0 | |
Weighted Average Exercise Price, Exercised | 28.47 | 0 | 27.09 | |
Weighted Average Exercise Price, Forfeited/canceled/expired | 0 | 0 | 43.47 | |
Weighted Average Exercise Price, Outstanding | 0 | $ 28.47 | $ 28.47 | $ 31.79 |
Weighted Average Exercise Price, Vested and Exercisable | $ 0 | |||
Weighted Average Remaining Contractual Term (Years), Outstanding | 0 years | 4 months 24 days | 1 year 4 months 24 days | 1 year 2 months 12 days |
Weighted Average Remaining Contractual Term (Years) Vested and Exercisable | 0 years | |||
Aggregate Intrinsic Value, Outstanding | $ 0 | $ 633,834 | $ 289,769 | $ 2,519,147 |
Aggregate Intrinsic Value, Vested and Exercisable | $ 0 |
Stock-Based Compensation (Det58
Stock-Based Compensation (Details 1) - Restricted Stock [Member] - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of the restricted stock transactions | |||
Shares, Outstanding | 103,262 | 106,789 | 89,832 |
Shares, Granted | 48,780 | 48,471 | 55,081 |
Shares, Vested | (54,598) | (51,368) | (36,142) |
Shares, Forfeited/canceled/expired | (805) | (630) | (1,982) |
Shares, Outstanding | 96,639 | 103,262 | 106,789 |
Weighted Average Grant Date Fair Value, Outstanding | $ 43.73 | $ 40.28 | $ 41.20 |
Weighted Average Grant Date Fair Value, Granted | 44.20 | 48.60 | 40.09 |
Weighted Average Grant Date Fair Value, Vested | 42.13 | 41.20 | 42.11 |
Weighted Average Grant Date Fair Value, Forfeited/canceled/expired | 46.23 | 38.83 | 43.62 |
Weighted Average Grant Date Fair Value, Outstanding | $ 44.85 | $ 43.73 | $ 40.28 |
Weighted average remaining contractual life (in years) | 2 years 2 months 12 days |
Stock-Based Compensation (Det59
Stock-Based Compensation (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Oct. 16, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock Based Compensation [Abstract] | ||||
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. | |||
Intrinsic value of stock options exercised | $ 664,321 | $ 0 | $ 1,120,153 | |
Proceeds from stock options exercised | 354 | 0 | 101,200 | |
Weighted average grant date fair value of restricted stock that vested during | 2,300,000 | 2,116,000 | 1,522,000 | |
Net value of unrecognized compensation cost related to unvested restricted stock awards | 4,063,000 | 4,223,000 | 3,993,000 | |
Restricted stock [Member] | ||||
Stock Based Compensation [Abstract] | ||||
Stock-Based Compensation expense | 2,279,000 | 2,101,000 | 1,655,000 | |
Recognized tax benefits | $ 912,000 | $ 840,000 | $ 662,000 | |
Common Class A [Member] | Convert For Class B [Member] | ||||
Stock Based Compensation [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 280,000 | |||
Common Class A [Member] | Stock Option [Member] | ||||
Stock Based Compensation [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 900,000 | |||
Common Class A [Member] | Incentive Compensation Plan [Member] | ||||
Stock Based Compensation [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 620,000 | |||
Common Class B [Member] | Stock Option [Member] | ||||
Stock Based Compensation [Abstract] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 280,000 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Benefit Plans [Line Items] | |||
Administrative expense | $ 1,700 | $ 1,200 | $ 2,300 |
Discretionary contribution | 255,000 | 275,000 | 250,000 |
Deferred Compensation Expense Non Qualified Plan | $ 211,000 | $ 184,000 | $ 138,000 |
Acquisitions and Dispositions61
Acquisitions and Dispositions (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets Acquired: | ||
Current assets | $ 1,335 | $ 814 |
Property and equipment | 6,678 | 375 |
Other assets: | ||
Broadcast licenses | 8,086 | 8,123 |
Goodwill | 8,151 | 4,533 |
Other intangibles, deferred costs and investments | 2,019 | 398 |
Total other assets | 18,256 | 13,054 |
Total assets acquired | 26,269 | 14,243 |
Liabilities Assumed: | ||
Current liabilities | 413 | 41 |
Total liabilities assumed | 413 | 41 |
Net assets acquired | $ 25,856 | $ 14,202 |
Acquisitions and Dispositions62
Acquisitions and Dispositions (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | [1] | Dec. 31, 2016 | [1] | Sep. 30, 2016 | [1] | Jun. 30, 2016 | [1] | Mar. 31, 2016 | [1] | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | |||||||||||||||
Net operating revenue | $ 123,651 | $ 126,789 | |||||||||||||
Station operating expense | 92,563 | 93,818 | |||||||||||||
Corporate general and administrative | 11,657 | 10,980 | |||||||||||||
Other operating (income) expenses, net | 55 | (1,351) | |||||||||||||
Impairment of intangible assets | 1,449 | 0 | |||||||||||||
Operating income | 17,927 | 23,342 | |||||||||||||
Interest expense | 903 | 744 | |||||||||||||
Income from continuing operations before income tax expense | $ 3,659 | $ 5,255 | $ 5,647 | $ 1,765 | $ 5,557 | $ 6,581 | $ 6,214 | $ 3,431 | 17,024 | 22,598 | |||||
Income tax (benefit) expense | (5,634) | 9,207 | |||||||||||||
Income from continuing operations, net of tax | 22,658 | 13,391 | |||||||||||||
Income from discontinued operations, net of tax | 32,471 | 5,276 | |||||||||||||
Net income | $ 55,129 | $ 18,667 | |||||||||||||
Basic earnings per share: | |||||||||||||||
From continuing operations | $ 3.84 | $ 2.28 | |||||||||||||
From discontinued operations | 5.50 | 0.90 | |||||||||||||
Basic earnings per share | 9.34 | 3.18 | |||||||||||||
Diluted earnings per share: | |||||||||||||||
From continuing operations | 3.84 | 2.28 | |||||||||||||
From discontinued operations | 5.50 | 0.90 | |||||||||||||
Diluted earnings per share | $ 9.34 | $ 3.18 | |||||||||||||
[1] | Certain prior year amounts and March 31, 2017 quarterly data have been reclassified to conform with current presentation. |
Acquisitions and Dispositions63
Acquisitions and Dispositions (Details Textual) - USD ($) | Sep. 02, 2017 | May 09, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | [1] | Jan. 16, 2017 | Dec. 02, 2016 | Nov. 14, 2016 | Nov. 08, 2016 | Oct. 11, 2016 | Sep. 12, 2016 | Aug. 11, 2016 | Jun. 03, 2016 | Apr. 11, 2016 | Apr. 08, 2016 | Mar. 25, 2016 | Mar. 16, 2016 | Nov. 02, 2015 | ||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets, Total | $ 26,269,000 | $ 14,243,000 | |||||||||||||||||||
Disposal Group, Including Discontinued Operation, Consideration | $ 23,000,000 | ||||||||||||||||||||
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | $ 1,300,000 | 3,400,000 | |||||||||||||||||||
Discontinued Operation, Disposal of Discontinued Operation, Transaction Costs | 50,000 | ||||||||||||||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 24,200,000 | 24,200,000 | |||||||||||||||||||
Joplin, Missouri and Victoria, Texas Television Stations [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | 69,500,000 | 69,528,000 | [1] | 0 | [1] | $ 0 | |||||||||||||||
Disposal Group, Including Discontinued Operation, Consideration | 66,600,000 | ||||||||||||||||||||
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | $ 0 | $ 3,868,000 | |||||||||||||||||||
Discontinued Operation, Disposal of Discontinued Operation, Transaction Costs | 500,000 | ||||||||||||||||||||
Apex Real Property Llc [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets, Total | $ 23,000,000 | ||||||||||||||||||||
FM Translator [Member] | Portland, Maine market [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 50,000 | ||||||||||||||||||||
FM Translator [Member] | Milwaukee, Wisconsin Market [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 50,000 | ||||||||||||||||||||
FM Station [Member] | Wilks Broadcast - Columbus, LLC [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets, Total | $ 13,791,000 | ||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 734,000 | ||||||||||||||||||||
Business Acquisition, Transaction Costs | $ 57,000 | ||||||||||||||||||||
Tennessee Market [Member] | FM Translator Serving the Charlottesville [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 30,000 | ||||||||||||||||||||
Iowa Market [Member] | FM Translator Serving the Spencer [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 35,000 | ||||||||||||||||||||
Iowa Market [Member] | FM Translator Serving Des Moines [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 25,000 | ||||||||||||||||||||
Virginia Market [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets, Total | $ 1,658,000 | ||||||||||||||||||||
Business Acquisition, Transaction Costs | $ 8,000 | ||||||||||||||||||||
Virginia Market [Member] | FM Translator Serving the Charlottesville [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 100,000 | ||||||||||||||||||||
Washington Market [Member] | FM Translator Serving the Bellingham [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 25,000 | $ 50,000 | |||||||||||||||||||
Maine market [Member] | FM Translator Serving the Portland [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 45,000 | ||||||||||||||||||||
Illinois Market [Member] | FM Translator Serving Springfield [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 23,000 | ||||||||||||||||||||
New York Market [Member] | FM Translator Serving Ithaca [Member] | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 35,000 | ||||||||||||||||||||
[1] | Net proceeds from the sale of the television stations reflect the sales price of $66.6 million, the sale of accounts receivable of approximately $3.4 million, offset by certain closing adjustments and transactional costs of approximately $500 thousand. |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 8 Months Ended | 12 Months Ended | ||||
Aug. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | May 09, 2017 | Mar. 31, 2003 | |
Related Party Transaction [Line Items] | ||||||
CEO Employment Agreement | In June2011, we entered into a new employment agreement with Edward K. Christian, Chairman, President and CEO, which became effective as of June1, 2011, and replaces and supersedes his prior employment agreement. On February 12, 2016 we entered into an amendment to the agreement. The amendment extends the term of the employment agreement to March 31, 2021. The amendment also states that on each anniversary of the effective date of the employment agreement, the Companys Compensation committee shall determine in its discretion the amount of any annual increases (which shall not be less than the greater of 4 % or a defined cost of living increase). Mr.Christian may defer any or all of his annual salary. | |||||
Deferred Compensation Details | On December 21, 2015, Mr. Christian agreed to defer approximately $100,000 of his 2016 salary which was paid 100% on January 6, 2017. On December 13, 2016, Mr. Christian agreed to defer approximately $100,000 of his 2017 salary to be paid 100% on January 5, 2018. On December 5, 2017, Mr. Christian agreed to defer approximately $100,000 of his 2018 salary to be paid 100% on January 4, 2019. | |||||
Option Agreement For Kfjx | $ 1,200,000 | |||||
Equity Method Investment, Ownership Percentage | 100.00% | |||||
Disposal Group, Including Discontinued Operation, Consideration | $ 23,000,000 | |||||
Operating Leases, Rent Expense, Minimum Rentals | $ 3,300 | |||||
CEO [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Average Annual Compensation | 1,759,000 | |||||
Surtsey Productions Inc [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceeds from Rents Received | $ 3,000 | $ 6,000 | $ 6,000 | |||
Surtsey Media [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Tba Fees Kvct | 3,800 | 3,900 | 3,800 | |||
Extension Fee Paid | 27,950 | |||||
Debt Guaranteed Related Party | $ 1,250,000 | |||||
Station Agreement Fees Kfjx | 5,200 | $ 5,100 | $ 5,000 | |||
Extension fees paid, KFJX | $ 37,050 |
Commitments and Contingencies65
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Future Minimum Rental Payments For Operating Leases [Line Items] | |
2,018 | $ 1,453 |
2,019 | 1,144 |
2,020 | 987 |
2,021 | 865 |
2,022 | 710 |
Thereafter | 3,006 |
Operating Leases, Future Minimum Payments Due | $ 8,165 |
Commitments and Contingencies66
Commitments and Contingencies (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2003 | |
Commitments And Contingencies [Line Items] | ||||
Rent expense | $ 1,558,000 | $ 1,519,000 | $ 1,380,000 | |
Contingent cash payment | $ 1,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Inputs, Level 1 [Member] | ||
Cash and cash equivalents | $ 53,030 | $ 26,697 |
Fair Value, Inputs, Level 2 [Member] | ||
Revolving Credit Facility | $ 25,000 | $ 35,287 |
Fair Value Measurements (Deta68
Fair Value Measurements (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | [1] | Dec. 31, 2016 | Sep. 30, 2016 | [1] | Jun. 30, 2016 | [1] | Mar. 31, 2016 | [1] | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Indefinite-Lived License Agreements | $ 93,259,000 | $ 86,622,000 | $ 88,106,000 | $ 93,259,000 | $ 86,622,000 | $ 88,106,000 | |||||||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 1,449,000 | $ 0 | $ 0 | $ 0 | $ 0 | [1] | $ 0 | $ 0 | $ 0 | 874,000 | 1,449,000 | $ 0 | 874,000 | ||||
Other Intangible Assets [Member] | |||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||||||||||||||
Indefinite-Lived License Agreements | 3,649,000 | 13,282,000 | 3,649,000 | 13,282,000 | |||||||||||||
Assets, Fair Value Disclosure, Nonrecurring | 2,200,000 | 12,408,000 | $ 2,200,000 | $ 12,408,000 | |||||||||||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 1,449,000 | $ 874,000 | |||||||||||||||
[1] | Certain prior year amounts and March 31, 2017 quarterly data have been reclassified to conform with current presentation. |
Quarterly Results of Operatio69
Quarterly Results of Operations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | [1] | Dec. 31, 2016 | [1] | Sep. 30, 2016 | [1] | Jun. 30, 2016 | [1] | Mar. 31, 2016 | [1] | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Effect of Fourth Quarter Events [Line Items] | |||||||||||||||||
Net operating revenue | $ 31,464 | $ 30,269 | $ 30,261 | $ 26,155 | $ 30,747 | $ 29,878 | $ 30,866 | $ 27,464 | $ 118,149 | $ 118,955 | $ 111,792 | ||||||
Station operating expenses | 23,238 | 21,755 | 21,426 | 21,340 | 22,042 | 21,775 | 21,842 | 21,140 | 87,759 | 86,799 | 83,188 | ||||||
Corporate G&A | 2,782 | 3,132 | 2,880 | 2,863 | 2,915 | 2,728 | 2,620 | 2,717 | 11,657 | 10,980 | 10,091 | ||||||
Other operating expense (income), net | 124 | (127) | 79 | (21) | 37 | (1,393) | 8 | (3) | (55) | 1,351 | (509) | ||||||
Impairment of intangible assets | 1,449 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | $ 874 | 1,449 | 0 | 874 | |||||
Operating income from continuing operations | 3,871 | 5,509 | 5,876 | 1,973 | 5,753 | 6,768 | 6,396 | 3,610 | 17,229 | 22,527 | 17,130 | ||||||
Other (income) expenses: | |||||||||||||||||
Interest expense | 212 | 254 | 229 | 208 | 196 | 187 | 182 | 179 | 903 | 744 | 855 | ||||||
Income from continuing operations before income taxes | 3,659 | 5,255 | 5,647 | 1,765 | 5,557 | 6,581 | 6,214 | 3,431 | 17,024 | 22,598 | |||||||
Income tax provision | (11,200) | 2,290 | 2,272 | 718 | 2,208 | 2,678 | 2,569 | 1,418 | (5,920) | 8,873 | 6,572 | ||||||
Income from continuing operations, net of tax | 14,859 | 2,965 | 3,375 | 1,047 | 3,349 | 3,903 | 3,645 | 2,013 | 22,246 | 12,910 | 9,146 | ||||||
Income (loss) from discontinued operations, net of tax | (30) | 30,451 | 1,159 | 891 | 1,588 | 1,511 | 1,166 | 1,011 | 32,471 | 5,276 | 4,268 | ||||||
Net income | $ 14,829 | $ 33,416 | $ 4,534 | $ 1,938 | $ 4,937 | $ 5,414 | $ 4,811 | $ 3,024 | $ 54,717 | $ 18,186 | $ 13,414 | ||||||
Basic earnings per share | |||||||||||||||||
From continuing operations | $ 2.52 | $ 0.50 | $ 0.57 | $ 0.18 | $ 0.57 | $ 0.66 | $ 0.62 | $ 0.35 | $ 3.77 | $ 2.20 | $ 1.58 | ||||||
From discontinued operations | (0.01) | 5.16 | 0.20 | 0.15 | 0.27 | 0.26 | 0.20 | 0.17 | 5.50 | 0.90 | 0.73 | ||||||
Basic earnings per share | $ 2.51 | $ 5.66 | $ 0.77 | $ 0.33 | $ 0.84 | $ 0.92 | $ 0.82 | $ 0.52 | $ 9.27 | $ 3.1 | $ 2.31 | ||||||
Weighted average common shares | 5,815 | 5,807 | 5,803 | 5,795 | 5,785 | 5,755 | 5,754 | 5,751 | 5,803 | 5,761 | 5,706 | ||||||
Diluted earnings per share | |||||||||||||||||
From continuing operations | $ 2.52 | $ 0.50 | $ 0.57 | $ 0.18 | $ 0.57 | $ 0.66 | $ 0.61 | $ 0.35 | $ 3.77 | $ 2.19 | $ 1.56 | ||||||
From discontinued operations | (0.01) | 5.16 | 0.20 | 0.15 | 0.27 | 0.26 | 0.20 | 0.17 | 5.50 | 0.90 | 0.73 | ||||||
Diluted earnings per share | $ 2.51 | $ 5.66 | $ 0.77 | $ 0.33 | $ 0.84 | $ 0.92 | $ 0.81 | $ 0.52 | $ 9.27 | $ 3.09 | $ 2.29 | ||||||
Weighted average common and common equivalent shares | 5,815 | 5,807 | 5,806 | 5,808 | 5,797 | 5,764 | 5,763 | 5,759 | 5,807 | 5,771 | 5,740 | ||||||
[1] | Certain prior year amounts and March 31, 2017 quarterly data have been reclassified to conform with current presentation. |
Other Income (Details Textual)
Other Income (Details Textual) - USD ($) | 3 Months Ended | |
Sep. 30, 2016 | Jun. 30, 2015 | |
Other Income [Line Items] | ||
Proceeds from Insurance Settlement, Investing Activities | $ 777,000 | |
Sale Leaseback Transaction, Net Proceeds, Investing Activities | $ 1,619,000 | |
Other Nonoperating Income | $ 417,000 | |
Other Operating Income (Expense) [Member] | ||
Other Income [Line Items] | ||
Sale Leaseback Transaction, Current Period Gain Recognized | 1,415,000 | |
Sale Leaseback Transaction, Deferred Gain, Net | $ 65,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | ||
Feb. 28, 2018 | Dec. 07, 2017 | Nov. 17, 2015 | |
Subsequent Event [Line Items] | |||
Dividends Payable, Amount Per Share | $ 0.80 | $ 0.25 | |
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Dividends Payable, Date Declared, Month and Year | 2018-02 | ||
Dividends Payable, Amount Per Share | $ 0.30 | ||
Dividends Payable | $ 1.8 | ||
Dividends Payable, Date to be Paid, Year and Month | 2018-03 | ||
Dividends Payable, Date of Record | Mar. 12, 2018 |