Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 03, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | SAGA COMMUNICATIONS INC | |
Entity Central Index Key | 886,136 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | SGA | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,027,635 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 898,633 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 52,911 | $ 53,030 |
Accounts receivable, net | 18,564 | 19,307 |
Prepaid expenses and other current assets | 1,851 | 2,517 |
Barter transactions | 1,794 | 1,320 |
Total current assets | 75,120 | 76,174 |
Property and equipment | 135,907 | 135,856 |
Less accumulated depreciation | 79,806 | 79,621 |
Net property and equipment | 56,101 | 56,235 |
Other assets: | ||
Broadcast licenses, net | 93,259 | 93,259 |
Goodwill | 15,558 | 15,558 |
Other intangibles, deferred costs and investments, net | 6,133 | 7,543 |
Total assets | 246,171 | 248,769 |
Current liabilities: | ||
Accounts payable | 2,400 | 2,206 |
Payroll and payroll taxes | 7,258 | 7,836 |
Dividend payable | 0 | 6,529 |
Other accrued expenses | 3,622 | 3,243 |
Barter transactions | 1,644 | 1,091 |
Total current liabilities | 14,924 | 20,905 |
Deferred income taxes | 22,167 | 21,072 |
Long-term debt | 25,000 | 25,000 |
Other liabilities | 1,666 | 2,327 |
Total liabilities | 63,757 | 69,304 |
Commitments and contingencies | 0 | 0 |
Stockholders' equity: | ||
Common stock | 76 | 76 |
Additional paid-in capital | 63,699 | 62,675 |
Retained earnings | 153,747 | 151,608 |
Treasury stock | (35,108) | (34,894) |
Total stockholders' equity | 182,414 | 179,465 |
Total liabilities and stockholders' equity | $ 246,171 | $ 248,769 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Net operating revenue | $ 32,234 | $ 30,261 | $ 60,243 | $ 56,416 |
Station operating expense | 23,140 | 21,426 | 46,537 | 42,766 |
Corporate general and administrative | 2,848 | 2,880 | 5,392 | 5,743 |
Other operating expense (income), net | 213 | 79 | (38) | 58 |
Operating income from continuing operations | 6,033 | 5,876 | 8,352 | 7,849 |
Interest expense | 255 | 229 | 474 | 437 |
Other income | (188) | 0 | (277) | 0 |
Income from continuing operations before income tax expense | 5,966 | 5,647 | 8,155 | 7,412 |
Income tax expense | 1,795 | 2,272 | 2,455 | 2,990 |
Income from continuing operations, net of tax | 4,171 | 3,375 | 5,700 | 4,422 |
Income from discontinued operations, net of tax (Note 6) | 0 | 1,159 | 0 | 2,050 |
Net income | $ 4,171 | $ 4,534 | $ 5,700 | $ 6,472 |
Basic Earnings per share: | ||||
From continuing operations | $ 0.70 | $ 0.57 | $ 0.96 | $ 0.75 |
From discontinued operations | 0 | 0.20 | 0 | 0.35 |
Basic earnings per share | $ 0.70 | $ 0.77 | $ 0.96 | $ 1.10 |
Weighted average common shares | 5,834 | 5,803 | 5,838 | 5,796 |
Diluted Earnings per share: | ||||
From continuing operations | $ 0.70 | $ 0.57 | $ 0.96 | $ 0.75 |
From discontinued operations | 0 | 0.20 | 0 | 0.35 |
Diluted earnings per share | $ 0.70 | $ 0.77 | $ 0.96 | $ 1.10 |
Weighted average common and common equivalent shares | 5,834 | 5,806 | 5,838 | 5,804 |
Dividends declared per share | $ 0.30 | $ 0.30 | $ 0.60 | $ 0.60 |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Cash provided by operating activities | $ 13,193 | $ 13,203 |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (2,906) | (3,425) |
Acquisition of broadcast properties | 0 | (1,650) |
Other investing activities | 307 | (1,056) |
Net cash used in investing activities | (2,599) | (6,131) |
Cash flows from financing activities: | ||
Cash dividends paid | (10,091) | (3,541) |
Purchase of treasury shares | (547) | 0 |
Other financing activities | (75) | 0 |
Net cash used in financing activities | (10,713) | (3,541) |
Net (decrease) increase in cash and cash equivalents | (119) | 3,531 |
Cash and cash equivalents, beginning of period | 53,030 | 26,697 |
Cash and cash equivalents, end of period | $ 52,911 | $ 30,228 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for annual financial statements. In our opinion, the accompanying financial statements include all adjustments of a normal, recurring nature considered necessary for a fair presentation of our financial position as of June 30, 2018 and the results of operations for the three and six months ended June 30, 2018 and 2017. Results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. We own or operate broadcast properties in 26 markets, including 75 FM and 33 AM radio stations. On May 9, 2017 the Company entered into an agreement to sell its Joplin, Missouri and Victoria, Texas television stations. The disposition closed on September 1, 2017. The historical results of operations for the television stations are presented in discontinued operations for all periods presented (see Note 6). Unless indicated otherwise, the information in the notes to the accompanying unaudited condensed consolidated financial statements relates to the Company’s continuing operations. As a result of the Company’s television stations sale, the Company only has one reportable segment at June 30, 2018. For further information, refer to the consolidated financial statements and footnotes thereto included in the Saga Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 2017. The Company has evaluated events and transactions occurring subsequent to the balance sheet date of June 30, 2018, for items that should potentially be recognized in these financial statements or discussed within the notes to the financial statements. Earnings Per Share Information Earnings per share is calculated using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security. The Company has participating securities related to restricted stock units, granted under the Company’s Second Amended and Restated 2005 Incentive Compensation Plan, that earn dividends on an equal basis with common shares. In applying the two-class method, earnings are allocated to both common shares and participating securities. The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (In thousands, except per share data) Numerator: Income from continuing operations $ 4,171 $ 3,375 $ 5,700 $ 4,422 Less: Income allocated to unvested participating securities 71 59 97 78 Income from continuing operations available to common stockholders $ 4,100 $ 3,316 $ 5,603 $ 4,344 Income from discontinued operations $ — $ 1,159 $ — $ 2,050 Less: Income allocated to unvested participating securities — 21 — 36 Income from discontinued operations available to common stockholders $ — $ 1,138 $ — $ 2,014 Net income available to common stockholders $ 4,100 $ 4,454 $ 5,603 $ 6,358 Denominator: Denominator for basic earnings per share — weighted average shares 5,834 5,803 5,838 5,796 Effect of dilutive securities: Common stock equivalents — 3 — 8 Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions 5,834 5,806 5,838 5,804 Basic earnings per share: From continuing operations $ .70 $ .57 $ .96 $ .75 From discontinued operations — .20 — .35 Basic earnings per share $ .70 $ .77 $ .96 $ 1.10 Diluted earnings per share From continuing operations $ .70 $ .57 $ .96 $ .75 From discontinued operations — .20 — .35 Diluted earnings per share $ .70 $ .77 $ .96 $ 1.10 There were no stock options outstanding that had an antidilutive effect on our earnings per share for the three and six months ended June 30, 2018 and 2017. The actual effect of these shares, if any, on the diluted earnings per share calculation will vary significantly depending on the fluctuation in the stock price. Financial Instruments Our financial instruments are comprised of cash and cash equivalents, accounts receivable, accounts payable and long-term debt. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short maturities. The carrying value of long-term debt approximates fair value as it carries interest rates that either fluctuate with the euro-dollar rate, prime rate or have been reset at the prevailing market rate at June 30, 2018. Income Taxes Our effective tax rate is higher than the federal statutory rate as a result of the inclusion of state taxes in the income tax amount. Time Brokerage Agreements/Local Marketing Agreements We have entered into Time Brokerage Agreements (“TBAs”) or Local Marketing Agreements (“LMAs”) in certain markets. In a typical TBA/LMA, the FCC licensee of a station makes available, for a fee, blocks of air time on its station to another party that supplies programming to be broadcast during that air time and sells their own commercial advertising announcements during the time periods specified. Revenue and expenses related to TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Statements of Income. Reclassifications Certain prior period amounts have been reclassified to conform to the current year presentation. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2018 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | 2. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” In August 2016, the FASB issued ASU No. 2016-15, “ Classification of Certain Cash Receipts and Cash Payments (Topic 230): Statement of Cash Flows” (“ASU 2016-15”), which clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. ASU 2016-15 also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. ASU 2016-15 was adopted on January 1, 2018 and did not have a material impact on our consolidated financial statements. Recent Accounting Pronouncements – Not Yet Adopted In January 2017, the FASB issued ASU 2017-04, “ Intangibles – Goodwill and Other (Topic 355)” (“ASU 2017-04”) which removes step 2 from the goodwill impairment test. Under the new guidance, if a reporting unit’s carrying amount exceeds it fair value, an entity will record an impairment charge based on that difference. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. ASU 2017-04 will be applied prospectively and is effective for fiscal years and interim impairment tests performed in periods beginning after December 15, 2019 with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on our consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. ASU 2016-13 is effective for fiscal years and interim periods beginning after December 15, 2019. The Company is currently evaluating the impact that this standard will have on our consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”) which requires that all leases with a term of more than one year, covering leased assets such as real estate, broadcasting towers and equipment, be reflected on the balance sheet as assets and liabilities for the rights and obligations created by these leases. ASU 2016-02 is effective for fiscal years and interim periods beginning after December 15, 2018. The Company is currently evaluating the impact of the provisions of this new standard on our consolidated financial statements. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer | 3. Revenue Adoption of the new revenue standard We adopted the new revenue standard on January 1, 2018, using the modified retrospective method with no impact on our financial statements. The cumulative effect of initially adopting the new guidance had no impact on the opening balance of retained earnings as of January 1, 2018. There was no material impact on the condensed consolidated balance sheets as of June 30, 2018, or on the condensed consolidated statement of income for the three or six months ended June 30, 2018. Results for reporting periods beginning after January 1, 2018 are presented under the new revenue standard, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting under Topic 605. Disaggregation of Revenue The following table presents revenues disaggregated by revenue source: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (in thousands) (in thousands) Types of Revenue Broadcast Advertising Revenue, net $ 29,798 $ 28,032 $ 55,556 $ 52,103 Digital Advertising Revenue 1,001 968 1,951 1,847 Other Revenue 1,435 1,261 2,736 2,466 Net Revenue $ 32,234 $ 30,261 $ 60,243 $ 56,416 Nature of goods and services The following is a description of principal activities from which we generate our revenue: Broadcast Advertising Revenue Our primary source of revenue is from the sale of advertising for broadcast on our stations. We recognize revenue from the sale of advertising as performance obligations are satisfied upon airing of the advertising; therefore, revenue is recognized at a point in time when each advertising spot is transmitted. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for our advertising inventory placed by agency and are reported as a reduction of advertising revenue. Digital Advertising Revenue We recognize revenue from our digital initiatives across multiple platforms such as targeted digital advertising, online promotions, advertising on our websites, mobile messaging, email marketing and other e-commerce. Revenue is recorded when each specific performance obligation in the digital advertising campaign takes place, typically within a one month period. Other Revenue Other revenue includes revenue from concerts, promotional events, tower rent and other miscellaneous items. Revenue is generally recognized when the event is completed, as the promotional events are completed or as each performance obligation is satisfied. Contract Liabilities At times a customer may pay for the services in advance of the performance obligations and therefore these prepayments are recorded as contract liabilities. Typical contract liabilities relate to prepayments for advertising spots not yet run; prepayments from sponsors for events that have not yet been gift cards sold on our websites used to finance a broadcast advertising campaign. Generally all contract liabilities are expected to be recognized within one year and are included in Accounts payable in the Company’s Condensed Consolidated Financial Statements and are immaterial. Transaction Price Allocated to the Remaining Performance Obligations As the majority of our contracts are one year or less, we have utilized the optional exemption under ASC 606-10-50-14 and will not disclose information about the remaining performance obligations for contracts which have original expected durations of one year or less. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 4. Intangible Assets We evaluate our FCC licenses for impairment annually as of October 1 st Intangible assets that have finite lives are amortized over their useful lives using the straight-line method. Favorable lease agreements are amortized over the lives of the leases ranging from five to twenty-six years. Other intangibles are amortized over one to fifteen years. Customer relationships are amortized over three years. |
Common Stock and Treasury Stock
Common Stock and Treasury Stock | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Common Stock and Treasury Stock | 5. Common Stock and Treasury Stock The following summarizes information relating to the number of shares of our common stock issued in connection with stock transactions through June 30, 2018: Common Stock Issued Class A Class B (Shares in thousands) Balance, January 1, 2017 6,638 878 Conversion of shares 17 (17 ) Issuance of restricted stock 19 29 Forfeiture of restricted stock (1 ) — Exercise of stock options 21 8 Balance, December 31, 2017 6,694 898 Issuance of restricted stock 4 — Forfeiture of restricted stock (1 ) — Balance, June 30, 2018 6,697 898 We have a Stock Buy-Back Program to allow us to purchase up to $75.8 million of our Class A Common Stock. As of June 30, 2018, we have remaining authorization of $21.9 million for future repurchases of our Class A Common Stock. On September 14, 2017, the Board of Directors authorized the repurchase of Class A Common Stock under trading plan adopted pursuant to Securities and Exchange Commission Rule 10b5-1. The Rule 10b5-1 repurchase plan allows the Company to repurchase its shares during periods when it would normally not be active in the market due to its internal trading blackout periods. Under the plan, the Company may repurchase its Class A Common Stock in any combination of open market, block transactions and privately negotiated transactions subject to market conditions, legal requirements including applicable SEC regulations (which include certain price, market, volume and timing constraints), specific repurchase instructions and other corporate considerations. Purchases under the plan will be funded by cash on the Company's balance sheet. The plan does not obligate Saga to acquire any particular amount of Class A Common Stock. The authorization is effective until September 1, 2018, but may be suspended, extended or amended at any time at the Company's discretion except during internal trading blackout periods. During the three and six months ended June 30, 2018, approximately 12,000 and 14,500 shares, respectively, were repurchased for $454,000 and $547,000 respectively, related to the |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | 6. 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 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 million which included 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 $500 thousand. The Company recognized a pretax gain of $50.8 million as a result of the Television Sale in the third quarter of 2017. The gain net of tax for the Television Sale was $29.9 million. Effective September 1, 2017, the Company used $24.2 million of the proceeds from the Television Sale to finance the acquisition of radio stations in South Carolina, which included the purchase price of $23 million, the purchase of $1.3 million in accounts receivable offset by certain closing adjustments and transactional costs of approximately $50,000 (as described in Note 7). On October 5, 2017 and November 3, 2017, the Company used $5,287,000 and $5,000,000 respectively of the proceeds from the Television Sale to pay down a portion of its Revolving Credit Facility (as defined and described in Note 10). 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. of the Joplin, Missouri and Victoria, Texas stations have been reclassified from continuing operations to discontinued operations. These were previously included in the Company’s television segment. The following table shows the components of the results from discontinued operations associated with the Television Sale as reflected in the Company’s unaudited Condensed Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, 2018 (3) 2017 (3) 2018 (3) 2017 (3) (in thousands) Net operating revenue $ — $ 5,688 $ — $ 10,942 Station operating expense — 3,643 — 7,355 Other operating expense — — — 31 Operating income — 2,045 — 3,556 Interest expense (1) — 8 — 16 Income before income taxes — 2,037 — 3,540 Income tax expense (2) — 878 — 1,490 Income from discontinued operations, net of tax $ — $ 1,159 $ — $ 2,050 (1) Interest expense related to the Surtsey Media, LLC debt that is guaranteed by the television stations. Our affiliate repaid this loan when the television stations were sold on September 1, 2017. (2) The effective tax rates on pretax income from discontinued operations were approximately 42%. (3) Results of operations for the Television stations are reflected through June 30, 2017. The effective date of the sale was September 1, 2017. 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: June 30, 2018 June 30, 2017 (in thousands) Significant operating non-cash items Depreciation and amortization $ — $ 445 Broadcast program rights amortization — 316 Barter revenue, net — 17 Loss on sale of assets — 31 Significant investing items Acquisition of property and equipment $ — $ 110 Proceeds from sale and disposal of assets — 94 |
Acquisitions and Dispositions
Acquisitions and Dispositions | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | 7. Acquisitions and Dispositions We actively seek and explore opportunities for expansion through the acquisition of additional broadcast properties. The consolidated statements of income include the operating results of the acquired stations from their respective dates of acquisition. All acquisitions were accounted for as purchases and, accordingly, the total purchase consideration was allocated to the acquired assets and assumed liabilities based on their estimated fair values as of the acquisition dates. The excess of the consideration paid over the estimated fair value of net assets acquired have been recorded as goodwill. The Company accounts for acquisitions under the provisions of FASB ASC Topic 805, Business Combinations Management assigned fair values to the acquired property and equipment through a combination of cost and market approaches based upon each specific asset’s replacement cost, with a provision for depreciation, and to the acquired intangibles, primarily an FCC license, based on the Greenfield valuation methodology, a discounted cash flow approach. 2017 Acquisitions and Disposals 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 million which included 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. 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 million (subject to certain purchase price adjustments) plus the right to air certain radio commercials, substantially all the assets related to the operation of the following radio stations: WCKN(FM), WMXF(FM), WXST(FM), WAVF(FM), WSPO(AM), W261DG, W257BQ, WVSC(FM), WLHH(FM), WOEZ(FM), W256CB, W293BZ. The Company closed this transaction effective September 1, 2017, simultaneously with the closing of the Television Sale using funds generated from the Television Sale for $24.2 million, which included the purchase price of $23 million, the purchase of $1.3 million in accounts receivable offset by certain closing adjustments and transactional costs of approximately $50,000. Management attributes the goodwill recognized in the acquisition to the power of the existing brands in the Charleston, South Carolina and Hilton Head, South Carolina market as well as synergies and growth opportunities expected through the combination with the Company’s existing stations. 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, which included $8,000 in transactional costs. Simultaneously, we entered into a TBA to begin operating the station on February 1, 2017. We completed this acquisition on April 18, 2017. This acquisition was financed through funds generated from operations. Unaudited proforma results of operations for this acquisition are not required, as such information is not material to our financial statements and therefore is not presented. Condensed Consolidated Balance Sheet of 2018 and 2017 Acquisitions: The following unaudited condensed balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2017 acquisitions at their respective acquisition dates. Saga Communications, Inc. Condensed Consolidated Balance Sheet of 2018 and 2017 Acquisitions Acquisitions in 2018 2017 (In thousands) Assets Acquired: Current assets $ — $ 1,335 Property and equipment — 6,678 Other assets: Broadcast licenses — 8,086 Goodwill — 8,151 Other intangibles, deferred costs and investments — 2,019 Total other assets — 18,256 Total assets acquired — 26,269 Liabilities Assumed: Current liabilities — 413 Total liabilities assumed — 413 Net assets acquired $ — $ 25,856 Pro Forma Results of Operations for Acquisitions (Unaudited) The following unaudited pro forma results of our operations for the three and six months ended June 30, 2018 and 2017 assume the 2017 acquisitions occurred as of January 1, 2017. 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. 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. Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 ProForma Results of Operation Net operating revenue $ 32,234 $ 32,509 $ 60,243 $ 60,641 Station operating expense 23,140 23,255 46,537 46,325 Corporate general and administrative 2,848 2,880 5,392 5,743 Other operating income, net 213 79 (38 ) 58 Operating income from continuing operations 6,033 6,295 8,352 8,515 Interest expense 255 229 474 437 Other income (188 ) — (277 ) — Income from continuing operations, before income tax expense 5,966 6,066 8,155 8,078 Income tax expense 1,795 2,444 2,455 3,263 Income from continuing operations, net of tax 4,171 3,622 5,700 4,815 Income from discontinued operations, net of tax — 1,159 — 2,050 Net income $ 4,171 $ 4,781 $ 5,700 $ 6,865 Basic earnings per share: From continuing operations $ .70 $ .61 $ .96 $ .81 From discontinued operations — .20 — .35 Basic earnings per share $ .70 $ .81 $ .96 $ 1.16 Diluted earnings per share: From continuing operations $ .70 $ .61 $ .96 $ .81 From discontinued operations — .20 — .35 Diluted earnings per share $ .70 $ .81 $ .96 $ 1.16 |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income taxes On December 22, 2017, the Tax Cut and Jobs Act ("the Act") was signed into law, which enacted significant changes to U.S. tax and related laws. Some of the provisions of the new tax law affecting corporations include, but are not limited to a reduction of the federal corporate income tax rate from 35% to 21%, limiting the interest expense deduction, expensing of cost of acquired qualified property and allowing federal net operating losses generated in taxable years ending after December 31, 2017 to be carried forward indefinitely. In accordance with ASU 2018-05 and Staff Accounting Bulletin No. 118 ("SAB 118"), we recognized the provisional tax impacts related to the revaluation of net deferred tax assets and the impact of the changes to the limitation on the deductibility of executive compensation, during the year ended December 31, 2017. As of June 30, 2018, we have not made any additional measurement period adjustments related to these items. Such adjustments may be necessary in future periods due to, among other things, additional analysis and changes in interpretations and assumptions as applicable and additional regulatory guidance that may be issued. We are continuing to gather information to assess the application of the Act. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Share-based Compensation [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation 2005 Incentive Compensation Plan On October 16, 2013 our stockholders approved the Second Amended and Restated Saga Communications, Inc. 2005 Incentive Compensation Plan (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”). The 2005 Incentive Compensation Plan was re-approved by stockholders in 2010. The changes made in the Second Restated 2005 Plan (i) increases the number of authorized shares by 233,334 shares of Common Stock, (ii) extends the date for making awards to September 6, 2018, (iii) includes directors as participants, (iv) targets awards according to groupings of participants based on ranges of base salary of employees and/or retainers of directors, (v) requires participants to retain 50% of their net annual restricted stock awards during their employment or service as a director, and (vi) includes a clawback provision. The Second Restated 2005 Plan allows for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards to eligible employees and non-employee directors. The Company received stockholder approval at the 2018 Annual Meeting of Stockholders to amend the Second Restated 2005 Plan to (i) extend the date for making awards to September 6, 2023 and (ii) increase the number of authorized shares under the Plan by 90,000 shares of Class B Common Stock. The number of shares of Common Stock that may be issued under the Second Restated 2005 Plan may not exceed 370,000 shares of Class B Common Stock , 990,000 shares of Class A Common Stock of which up to 620,000 shares of Class A Common Stock may be issued pursuant to incentive stock options and 370,000 Class A Common Stock issuable upon conversion of Class B Common Stock. Awards denominated in Class A Common Stock may be granted to any employee or director under the Second Restated 2005 Plan. However, awards denominated in Class B Common Stock may only be granted to Edward K. Christian, President, Chief Executive Officer, Chairman of the Board of Directors, and the holder of 100 % of the outstanding Class B Common Stock of the Company. Stock options granted under the Second Restated 2005 Plan may be for terms not exceeding ten years from the date of grant and may not be exercised at a price which is less than 100% of the fair market value of shares at the date of grant. Stock-Based Compensation All stock options granted were fully vested and expensed at December 31, 2012, therefore there was no compensation expense related to stock options for the three and six months ended June 30, 2018 and the three and six months ended June 30, 2017, respectively. There were no options granted during 2018 and 2017 and there were no stock options outstanding as of June 30, 2018. All outstanding stock options were exercised in 2017. The following summarizes the restricted stock transactions for the six months ended June 30, 2018: Weighted Average Grant Date Fair Shares Value Outstanding at January 1, 2018 96,639 $ 44.85 Granted 3,850 39.00 Forfeited (1,397 ) 45.24 Non-vested and outstanding at June 30, 2018 99,092 $ 44.62 For the three and six months ended June 30, 2018 and the three and six months ended June 30, 2017, we had $554,000, $1,105,000, $574,000 and $1,132,000, respectively, of total compensation expense related to restricted stock-based compensation arrangements. This expense is included in corporate general and administrative expenses in our results of operations. The associated tax benefit recognized for the three and six months ended June 30, 2018 and the three and six months ended June 30, 2017, was $63,000, $126,000, $230,000 and $453,000, respectively. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 10. Long-Term Debt Long-term debt consisted of the following: June 30, December 31, 2018 2017 (In thousands) Revolving credit facility $ 25,000 $ 25,000 Amounts payable within one year — — $ 25,000 $ 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 million five-year revolving facility (the “Revolving Credit Facility”) and originally matured on August 18, 2020. On June 27, 2018, the Company entered into a Second Amendment to its Credit Facility, dated August 18, 2015, and amended on September 1, 2017, extending the revolving credit maturity date under the Credit Agreement for five years after the date of the amendment to June 27, 2023. We have pledged substantially all of our assets (excluding our FCC licenses and certain other assets) in support of the Credit Facility and each of our subsidiaries has guaranteed the Credit Facility and has pledged substantially all of their assets (excluding their FCC licenses and certain other assets) in support of the Credit Facility. Approximately $266,000 of transaction fees related to the Credit Facility were capitalized and are being amortized over the life of the Credit Facility. Those deferred debt costs are included in other assets, net in the condensed consolidated balance sheets. As a result of the Second Amendment, the Company incurred an additional $75,000 of transaction fees related to the Credit Facility that were capitalized. The cumulative transaction fees are being amortized over the remaining life of the Credit Facility. Interest rates under the Credit Facility are payable, at our option, at alternatives equal to LIBOR (2.06% at June 30, 2018), plus 1% to 2% or the base rate plus 0% to 1%. The spread over LIBOR and the base rate vary from time to time, depending upon our financial leverage. Letters of credit issued under the Credit Facility will be subject to a participation fee (which is equal to the interest rate applicable to Eurocurrency Loans, as defined in the Credit Agreement) payable to each of the Lenders and a fronting fee equal to 0.25% per annum payable to the issuing bank. We also pay quarterly commitment fees of 0.2% to 0.3% per annum on the unused portion of the Revolving Credit Facility. The Credit Facility contains a number of financial covenants (all of which we were in compliance with at June 30, 2018) 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 million of unused borrowing capacity under the Revolving Credit Facility at June 30, 2018. On October 5, 2017 and November 3, 2017, the Company used $5,287,000 and $5,000,000 respectively of the proceeds from the Television Sale to pay down a portion of its Revolving Credit Facility. |
Litigation
Litigation | 6 Months Ended |
Jun. 30, 2018 | |
Loss Contingency, Information about Litigation Matters [Abstract] | |
Litigation | 11. Litigation The Company is subject to various outstanding claims which arise in the ordinary course of business and to other legal proceedings. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company’s financial statements. |
Dividends
Dividends | 6 Months Ended |
Jun. 30, 2018 | |
Dividends [Abstract] | |
Dividends | 12. Dividends On May 15, 2018, the Company’s Board of Directors declared a regular cash dividend of $0.30 per share on its Classes A and B Common Stock. This dividend, totaling approximately $1.8 million, was paid on June 22, 2018 to shareholders of record on May 31, 2018. On February 28, 2018, the Company’s Board of Directors declared a regular cash dividend of $0.30 per share on its Classes A and B Common Stock. This dividend, totaling approximately $1.8 million, was paid on March 30, 2018 to shareholders of record on March 12, 2018. On December 7, 2017, the Company’s Board of Directors declared a quarterly cash dividend of $0.30 per share and a special cash dividend of $0.80 per share on its Classes A and B shares. This dividend totaling approximately $6.5 million was paid on January 5, 2018 to shareholders of record on December 18, 2017. On September 13, 2017, the Company’s Board of Directors declared a regular cash dividend of $0.30 per share on its Classes A and B Common Stock. This dividend, totaling approximately $1.8 million was paid on October 13, 2017 to shareholders of record on September 25, 2017 and funded by cash on the Company’s balance sheet. On May 3, 2017, the Company’s Board of Directors declared a regular cash dividend of $0.30 per share on its Classes A and B Common Stock. This dividend, totaling approximately $1.8 million, was paid on June 9, 2017 to shareholders of record on May 22, 2017 and funded by cash on the Company’s balance sheet. On March 3, 2017, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.30 per share on its Classes A and B Common Stock. This dividend, totaling approximately $1.8 million, was paid on April 14, 2017 to shareholders of record on March 28, 2017 and funded by cash on the Company’s balance sheet. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events For the period from July 1, 2018 to August 3, 2018, we repurchased approximately 4,000 shares of our common stock on the open market for an aggregate purchase price of $ 153,000 , including fees and commissions. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for annual financial statements. In our opinion, the accompanying financial statements include all adjustments of a normal, recurring nature considered necessary for a fair presentation of our financial position as of June 30, 2018 and the results of operations for the three and six months ended June 30, 2018 and 2017. Results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018. We own or operate broadcast properties in 26 markets, including 75 FM and 33 AM radio stations. On May 9, 2017 the Company entered into an agreement to sell its Joplin, Missouri and Victoria, Texas television stations. The disposition closed on September 1, 2017. The historical results of operations for the television stations are presented in discontinued operations for all periods presented (see Note 6). Unless indicated otherwise, the information in the notes to the accompanying unaudited condensed consolidated financial statements relates to the Company’s continuing operations. As a result of the Company’s television stations sale, the Company only has one reportable segment at June 30, 2018. For further information, refer to the consolidated financial statements and footnotes thereto included in the Saga Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 2017. The Company has evaluated events and transactions occurring subsequent to the balance sheet date of June 30, 2018, for items that should potentially be recognized in these financial statements or discussed within the notes to the financial statements. |
Earnings Per Share Information | Earnings Per Share Information Earnings per share is calculated using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security. The Company has participating securities related to restricted stock units, granted under the Company’s Second Amended and Restated 2005 Incentive Compensation Plan, that earn dividends on an equal basis with common shares. In applying the two-class method, earnings are allocated to both common shares and participating securities. The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (In thousands, except per share data) Numerator: Income from continuing operations $ 4,171 $ 3,375 $ 5,700 $ 4,422 Less: Income allocated to unvested participating securities 71 59 97 78 Income from continuing operations available to common stockholders $ 4,100 $ 3,316 $ 5,603 $ 4,344 Income from discontinued operations $ — $ 1,159 $ — $ 2,050 Less: Income allocated to unvested participating securities — 21 — 36 Income from discontinued operations available to common stockholders $ — $ 1,138 $ — $ 2,014 Net income available to common stockholders $ 4,100 $ 4,454 $ 5,603 $ 6,358 Denominator: Denominator for basic earnings per share — weighted average shares 5,834 5,803 5,838 5,796 Effect of dilutive securities: Common stock equivalents — 3 — 8 Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions 5,834 5,806 5,838 5,804 Basic earnings per share: From continuing operations $ .70 $ .57 $ .96 $ .75 From discontinued operations — .20 — .35 Basic earnings per share $ .70 $ .77 $ .96 $ 1.10 Diluted earnings per share From continuing operations $ .70 $ .57 $ .96 $ .75 From discontinued operations — .20 — .35 Diluted earnings per share $ .70 $ .77 $ .96 $ 1.10 There were no stock options outstanding that had an antidilutive effect on our earnings per share for the three and six months ended June 30, 2018 and 2017. The actual effect of these shares, if any, on the diluted earnings per share calculation will vary significantly depending on the fluctuation in the stock price. |
Financial Instruments | Financial Instruments Our financial instruments are comprised of cash and cash equivalents, accounts receivable, accounts payable and long-term debt. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short maturities. The carrying value of long-term debt approximates fair value as it carries interest rates that either fluctuate with the euro-dollar rate, prime rate or have been reset at the prevailing market rate at June 30, 2018. |
Income Taxes | Income Taxes Our effective tax rate is higher than the federal statutory rate as a result of the inclusion of state taxes in the income tax amount. |
Time Brokerage Agreements/Local Marketing Agreements | Time Brokerage Agreements/Local Marketing Agreements We have entered into Time Brokerage Agreements (“TBAs”) or Local Marketing Agreements (“LMAs”) in certain markets. In a typical TBA/LMA, the FCC licensee of a station makes available, for a fee, blocks of air time on its station to another party that supplies programming to be broadcast during that air time and sells their own commercial advertising announcements during the time periods specified. Revenue and expenses related to TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Statements of Income. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current year presentation. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Computation of basic and diluted earnings per share | The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (In thousands, except per share data) Numerator: Income from continuing operations $ 4,171 $ 3,375 $ 5,700 $ 4,422 Less: Income allocated to unvested participating securities 71 59 97 78 Income from continuing operations available to common stockholders $ 4,100 $ 3,316 $ 5,603 $ 4,344 Income from discontinued operations $ — $ 1,159 $ — $ 2,050 Less: Income allocated to unvested participating securities — 21 — 36 Income from discontinued operations available to common stockholders $ — $ 1,138 $ — $ 2,014 Net income available to common stockholders $ 4,100 $ 4,454 $ 5,603 $ 6,358 Denominator: Denominator for basic earnings per share — weighted average shares 5,834 5,803 5,838 5,796 Effect of dilutive securities: Common stock equivalents — 3 — 8 Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions 5,834 5,806 5,838 5,804 Basic earnings per share: From continuing operations $ .70 $ .57 $ .96 $ .75 From discontinued operations — .20 — .35 Basic earnings per share $ .70 $ .77 $ .96 $ 1.10 Diluted earnings per share From continuing operations $ .70 $ .57 $ .96 $ .75 From discontinued operations — .20 — .35 Diluted earnings per share $ .70 $ .77 $ .96 $ 1.10 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents revenues disaggregated by revenue source: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 (in thousands) (in thousands) Types of Revenue Broadcast Advertising Revenue, net $ 29,798 $ 28,032 $ 55,556 $ 52,103 Digital Advertising Revenue 1,001 968 1,951 1,847 Other Revenue 1,435 1,261 2,736 2,466 Net Revenue $ 32,234 $ 30,261 $ 60,243 $ 56,416 |
Common Stock and Treasury Sto21
Common Stock and Treasury Stock (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stock by Class | The following summarizes information relating to the number of shares of our common stock issued in connection with stock transactions through June 30, 2018: Common Stock Issued Class A Class B (Shares in thousands) Balance, January 1, 2017 6,638 878 Conversion of shares 17 (17 ) Issuance of restricted stock 19 29 Forfeiture of restricted stock (1 ) — Exercise of stock options 21 8 Balance, December 31, 2017 6,694 898 Issuance of restricted stock 4 — Forfeiture of restricted stock (1 ) — Balance, June 30, 2018 6,697 898 |
Discontinued Operations (Tables
Discontinued Operations (Tables) - Joplin, Missouri and Victoria, Texas Television Stations [Member] | 6 Months Ended |
Jun. 30, 2018 | |
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 unaudited Condensed Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, 2018 (3) 2017 (3) 2018 (3) 2017 (3) (in thousands) Net operating revenue $ — $ 5,688 $ — $ 10,942 Station operating expense — 3,643 — 7,355 Other operating expense — — — 31 Operating income — 2,045 — 3,556 Interest expense (1) — 8 — 16 Income before income taxes — 2,037 — 3,540 Income tax expense (2) — 878 — 1,490 Income from discontinued operations, net of tax $ — $ 1,159 $ — $ 2,050 (1) Interest expense related to the Surtsey Media, LLC debt that is guaranteed by the television stations. Our affiliate repaid this loan when the television stations were sold on September 1, 2017. (2) The effective tax rates on pretax income from discontinued operations were approximately 42%. (3) Results of operations for the Television stations are reflected through June 30, 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: June 30, 2018 June 30, 2017 (in thousands) Significant operating non-cash items Depreciation and amortization $ — $ 445 Broadcast program rights amortization — 316 Barter revenue, net — 17 Loss on sale of assets — 31 Significant investing items Acquisition of property and equipment $ — $ 110 Proceeds from sale and disposal of assets — 94 |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Condensed Consolidated Balance Sheet of 2018 and 2017 Acquisitions Acquisitions in 2018 2017 (In thousands) Assets Acquired: Current assets $ — $ 1,335 Property and equipment — 6,678 Other assets: Broadcast licenses — 8,086 Goodwill — 8,151 Other intangibles, deferred costs and investments — 2,019 Total other assets — 18,256 Total assets acquired — 26,269 Liabilities Assumed: Current liabilities — 413 Total liabilities assumed — 413 Net assets acquired $ — $ 25,856 |
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. Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 ProForma Results of Operation Net operating revenue $ 32,234 $ 32,509 $ 60,243 $ 60,641 Station operating expense 23,140 23,255 46,537 46,325 Corporate general and administrative 2,848 2,880 5,392 5,743 Other operating income, net 213 79 (38 ) 58 Operating income from continuing operations 6,033 6,295 8,352 8,515 Interest expense 255 229 474 437 Other income (188 ) — (277 ) — Income from continuing operations, before income tax expense 5,966 6,066 8,155 8,078 Income tax expense 1,795 2,444 2,455 3,263 Income from continuing operations, net of tax 4,171 3,622 5,700 4,815 Income from discontinued operations, net of tax — 1,159 — 2,050 Net income $ 4,171 $ 4,781 $ 5,700 $ 6,865 Basic earnings per share: From continuing operations $ .70 $ .61 $ .96 $ .81 From discontinued operations — .20 — .35 Basic earnings per share $ .70 $ .81 $ .96 $ 1.16 Diluted earnings per share: From continuing operations $ .70 $ .61 $ .96 $ .81 From discontinued operations — .20 — .35 Diluted earnings per share $ .70 $ .81 $ .96 $ 1.16 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of restricted stock transactions | The following summarizes the restricted stock transactions for the six months ended June 30, 2018: Weighted Average Grant Date Fair Shares Value Outstanding at January 1, 2018 96,639 $ 44.85 Granted 3,850 39.00 Forfeited (1,397 ) 45.24 Non-vested and outstanding at June 30, 2018 99,092 $ 44.62 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term debt consisted of the following: June 30, December 31, 2018 2017 (In thousands) Revolving credit facility $ 25,000 $ 25,000 Amounts payable within one year — — $ 25,000 $ 25,000 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Numerator: | ||||
Income from continuing operations | $ 4,171 | $ 3,375 | $ 5,700 | $ 4,422 |
Less: Income allocated to unvested participating securities | 71 | 59 | 97 | 78 |
Income from continuing operations available to common stockholders | 4,100 | 3,316 | 5,603 | 4,344 |
Income from discontinued operations | 0 | 1,159 | 0 | 2,050 |
Less: Income allocated to unvested participating securities | 0 | 21 | 0 | 36 |
Income from discontinued operations available to common stockholders | 0 | 1,138 | 0 | 2,014 |
Net income available to common stockholders | $ 4,100 | $ 4,454 | $ 5,603 | $ 6,358 |
Denominator: | ||||
Denominator for basic earnings per share weighted average shares | 5,834 | 5,803 | 5,838 | 5,796 |
Effect of dilutive securities: | ||||
Common stock equivalents | 0 | 3 | 0 | 8 |
Denominator for diluted earnings per share adjusted weighted-average shares and assumed conversions | 5,834 | 5,806 | 5,838 | 5,804 |
Basic earnings per share: | ||||
From continuing operations | $ 0.70 | $ 0.57 | $ 0.96 | $ 0.75 |
From discontinued operations | 0 | 0.20 | 0 | 0.35 |
Basic earnings per share | 0.70 | 0.77 | 0.96 | 1.10 |
Diluted earnings per share | ||||
From continuing operations | 0.70 | 0.57 | 0.96 | 0.75 |
From discontinued operations | 0 | 0.20 | 0 | 0.35 |
Diluted earnings per share | $ 0.70 | $ 0.77 | $ 0.96 | $ 1.10 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details Textual) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 0 | 0 |
Recent Accounting Pronounceme28
Recent Accounting Pronouncements (Details Textual) | Jan. 02, 2018USD ($) |
New Accounting Pronouncement or Change in Accounting Principle, Assets And Liabilities | $ 0 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue, Net | ||||
Revenue, Net, Total | $ 32,234 | $ 30,261 | $ 60,243 | $ 56,416 |
Broadcast Advertising Revenue net [Member] | ||||
Revenue, Net | ||||
Revenue, Net, Total | 29,798 | 28,032 | 55,556 | 52,103 |
Digital Advertising Revenue [Member] | ||||
Revenue, Net | ||||
Revenue, Net, Total | 1,001 | 968 | 1,951 | 1,847 |
Other Revenue [Member] | ||||
Revenue, Net | ||||
Revenue, Net, Total | $ 1,435 | $ 1,261 | $ 2,736 | $ 2,466 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) | 6 Months Ended |
Jun. 30, 2018 | |
Customer Relationships [Member] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Maximum [Member] | Favorable Lease Agreements [Member] | |
Finite-Lived Intangible Asset, Useful Life | 26 years |
Maximum [Member] | Other Intangible [Member] | |
Finite-Lived Intangible Asset, Useful Life | 15 years |
Minimum [Member] | Favorable Lease Agreements [Member] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Minimum [Member] | Other Intangible [Member] | |
Finite-Lived Intangible Asset, Useful Life | 1 year |
Common Stock and Treasury Sto31
Common Stock and Treasury Stock (Details) - shares shares in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Class A Common Stock [Member] | ||
Common Stock [Line Items] | ||
Balance, shares | 6,694 | 6,638 |
Conversion of shares | 17 | |
Issuance of restricted stock | 4 | 19 |
Forfeiture of restricted stock | (1) | (1) |
Exercise of stock options | 21 | |
Balance, shares | 6,697 | 6,694 |
Class B Common Stock [Member] | ||
Common Stock [Line Items] | ||
Balance, shares | 898 | 878 |
Conversion of shares | (17) | |
Issuance of restricted stock | 0 | 29 |
Forfeiture of restricted stock | 0 | 0 |
Exercise of stock options | 8 | |
Balance, shares | 898 | 898 |
Common Stock and Treasury Sto32
Common Stock and Treasury Stock (Details Textual) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018USD ($)shares | Jun. 30, 2018USD ($)shares | |
Common Stock [Line Items] | ||
Share repurchase program, authorized amount | $ 75,800,000 | $ 75,800,000 |
Stock repurchase program, remaining authorization amount | $ 21,900,000 | $ 21,900,000 |
Stock Buy-Back Program [Member] | ||
Common Stock [Line Items] | ||
Stock Repurchased During Period, Shares | shares | 12,000 | 14,500 |
Stock Repurchased During Period, Value | $ 454,000 | $ 547,000 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | ||
Income from discontinued operations, net of tax | $ 0 | $ 1,159 | $ 0 | $ 2,050 | |
Joplin, Missouri and Victoria, Texas Television Stations [Member] | |||||
Net operating revenue | [1] | 0 | 5,688 | 0 | 10,942 |
Station operating expense | [1] | 0 | 3,643 | 0 | 7,355 |
Other operating expense | [1] | 0 | 0 | 0 | 31 |
Operating income | [1] | 0 | 2,045 | 0 | 3,556 |
Interest expense | [1],[2] | 0 | 8 | 0 | 16 |
Income before income taxes | [1] | 0 | 2,037 | 0 | 3,540 |
Income tax expense | [1],[3] | 0 | 878 | 0 | 1,490 |
Income from discontinued operations, net of tax | [1] | $ 0 | $ 1,159 | $ 0 | $ 2,050 |
[1] | Results of operations for the Television stations are reflected through June 30, 2017. The effective date of the sale was September 1, 2017. | ||||
[2] | Interest expense related to the Surtsey Media, LLC debt that is guaranteed by the television stations. Our affiliate repaid this loan when the television stations were sold on September 1, 2017. | ||||
[3] | The effective tax rates on pretax income from discontinued operations were approximately 42%. |
Discontinued Operations (Deta34
Discontinued Operations (Details 1) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Significant investing items | ||
Acquisition of property and equipment | $ 2,906 | $ 3,425 |
Joplin, Missouri and Victoria, Texas Television Stations [Member] | ||
Significant operating non-cash items | ||
Depreciation and amortization | 0 | 445 |
Broadcast program rights amortization | 0 | 316 |
Barter revenue, net | 0 | 17 |
Loss on sale of assets | 0 | 31 |
Significant investing items | ||
Acquisition of property and equipment | 0 | 110 |
Proceeds from sale and disposal of assets | $ 0 | $ 94 |
Discontinued Operations (Deta35
Discontinued Operations (Details Textual) - USD ($) | Nov. 03, 2017 | Oct. 05, 2017 | May 09, 2017 | Sep. 30, 2017 | Jun. 30, 2018 | Sep. 30, 2017 |
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 | 42.00% | |||||
Discontinued Operation, Disposal of Discontinued Operation ,Transaction Costs | $ 50,000 | $ 50,000 | ||||
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | 1,300,000 | |||||
Payments to Acquire Businesses, Net of Cash Acquired | 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] | ||||||
Recognized gain on net of tax | $ 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 | |||||
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | $ 1,300,000 | |||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 50,800,000 | |||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 24,200,000 |
Acquisitions and Dispositions36
Acquisitions and Dispositions (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Assets Acquired: | ||
Current assets | $ 0 | $ 1,335 |
Property and equipment | 0 | 6,678 |
Other assets: | ||
Broadcast licenses | 0 | 8,086 |
Goodwill | 0 | 8,151 |
Other intangibles, deferred costs and investments | 0 | 2,019 |
Total other assets | 0 | 18,256 |
Total assets acquired | 0 | 26,269 |
Liabilities Assumed: | ||
Current liabilities | 0 | 413 |
Total liabilities assumed | 0 | 413 |
Net assets acquired | $ 0 | $ 25,856 |
Acquisitions and Dispositions37
Acquisitions and Dispositions (Details 1) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Business Acquisition [Line Items] | ||||
Net operating revenue | $ 32,234 | $ 32,509 | $ 60,243 | $ 60,641 |
Station operating expense | 23,140 | 23,255 | 46,537 | 46,325 |
Corporate general and administrative | 2,848 | 2,880 | 5,392 | 5,743 |
Other operating (income) expenses, net | 213 | 79 | (38) | 58 |
Operating income from continuing operations | 6,033 | 6,295 | 8,352 | 8,515 |
Interest expense | 255 | 229 | 474 | 437 |
Other income | (188) | 0 | (277) | 0 |
Income from continuing operations, before income tax expense | 5,966 | 6,066 | 8,155 | 8,078 |
Income tax expense | 1,795 | 2,444 | 2,455 | 3,263 |
Income from continuing operations, net of tax | 4,171 | 3,622 | 5,700 | 4,815 |
Income from discontinued operations, net of tax | 0 | 1,159 | 0 | 2,050 |
Net income | $ 4,171 | $ 4,781 | $ 5,700 | $ 6,865 |
Basic earnings per share: | ||||
From continuing operations | $ 0.70 | $ 0.61 | $ 0.96 | $ 0.81 |
From discontinued operations | 0 | 0.20 | 0 | 0.35 |
Basic earnings per share | 0.70 | 0.81 | 0.96 | 1.16 |
Diluted Earnings per share: | ||||
From continuing operations | 0.70 | 0.61 | 0.96 | 0.81 |
From discontinued operations | 0 | 0.20 | 0 | 0.35 |
Diluted earnings per share | $ 0.70 | $ 0.81 | $ 0.96 | $ 1.16 |
Acquisitions and Dispositions38
Acquisitions and Dispositions (Details Textual) - USD ($) | May 09, 2017 | Jun. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Jan. 16, 2017 |
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets, Total | $ 0 | $ 26,269,000 | |||
Disposal Group, Including Discontinued Operation, Consideration | $ 23,000,000 | ||||
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | 1,300,000 | ||||
Discontinued Operation, Disposal of Discontinued Operation ,Transaction Costs | 50,000 | $ 50,000 | |||
Payments to Acquire Businesses, Net of Cash Acquired | 24,200,000 | ||||
Joplin, Missouri and Victoria, Texas Television Stations [Member] | |||||
Business Acquisition [Line Items] | |||||
Disposal Group, Including Discontinued Operation, Consideration | 66,600,000 | ||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | 69,500,000 | ||||
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | $ 1,300,000 | ||||
Discontinued Operation, Disposal of Discontinued Operation ,Transaction Costs | 500,000 | ||||
Payments to Acquire Businesses, Net of Cash Acquired | 24,200,000 | ||||
Apex Real Property, LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets, Total | $ 23,000,000 | ||||
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 |
Income taxes (Details Textual)
Income taxes (Details Textual) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax [Line Items] | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% |
Scenario, Plan [Member] | |
Income Tax [Line Items] | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - Restricted Stock [Member] | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Summary of the restricted stock transactions | |
Shares, Outstanding | shares | 96,639 |
Granted Shares | shares | 3,850 |
Shares, Forfeited | shares | (1,397) |
Shares, Outstanding | shares | 99,092 |
Weighted Average Grant Date Fair Value, Outstanding | $ / shares | $ 44.85 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 39 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 45.24 |
Weighted Average Grant Date Fair Value, Outstanding | $ / shares | $ 44.62 |
Stock-Based Compensation (Det41
Stock-Based Compensation (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Oct. 16, 2013 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
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. | ||||
Restricted stock [Member] | |||||
Stock Based Compensation [Abstract] | |||||
Stock-Based Compensation expense | $ 554,000 | $ 574,000 | $ 1,105,000 | $ 1,132,000 | |
Recognized tax benefits | $ 63,000 | $ 230,000 | $ 126,000 | $ 453,000 | |
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 | 370,000 | ||||
Common Class A [Member] | Stock Option [Member] | |||||
Stock Based Compensation [Abstract] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 990,000 | ||||
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 Based Compensation [Abstract] | |||||
Increase in number of common stock shares authorized | 90,000 | ||||
Common Class B [Member] | Stock Option [Member] | |||||
Stock Based Compensation [Abstract] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 370,000 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Aug. 18, 2015 |
Total debt | |||
Amounts payable within one year | $ 0 | $ 0 | |
Long-term debt, noncurrent | 25,000 | 25,000 | |
Revolving credit facility [Member] | |||
Total debt | |||
Revolving credit facility | $ 25,000 | $ 25,000 | $ 100,000 |
Long-Term Debt (Details Textual
Long-Term Debt (Details Textual) - USD ($) | Nov. 03, 2017 | Oct. 05, 2017 | Aug. 18, 2015 | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||
Amortization of Acquisition Costs | $ 266,000 | ||||
Amortization Of Additional Acquisition Costs | $ 75,000 | ||||
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 | 2.06% | ||||
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, Total | $ 100,000,000 | $ 25,000,000 | $ 25,000,000 | ||
Line of Credit Facility, Remaining Borrowing Capacity | $ 75,000,000 | ||||
Repayments of Long-term Lines of Credit | $ 5,000,000 | $ 5,287,000 |
Dividends (Details Textual)
Dividends (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | May 15, 2018 | Jan. 05, 2018 | Dec. 07, 2017 | Oct. 13, 2017 | Sep. 13, 2017 | Jun. 09, 2017 | May 03, 2017 | Apr. 14, 2017 | Mar. 03, 2017 | Jun. 22, 2018 | Mar. 30, 2018 | Feb. 28, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Common Stock, Dividends, Per Share, Declared | $ 0.30 | $ 0.30 | $ 0.60 | $ 0.60 | ||||||||||||
Dividends Payable, Date to be Paid | Jun. 22, 2018 | Jan. 5, 2018 | Oct. 13, 2017 | Jun. 9, 2017 | Apr. 14, 2017 | Mar. 30, 2018 | ||||||||||
Dividends Payable, Date of Record | Dec. 18, 2017 | Sep. 25, 2017 | May 22, 2017 | Mar. 28, 2017 | May 31, 2018 | Mar. 12, 2018 | ||||||||||
Dividends | $ 6,500 | $ 1,800 | $ 1,800 | |||||||||||||
Dividends Payable | $ 1,800 | |||||||||||||||
Payments of Ordinary Dividends, Common Stock | $ 1,800 | $ 1,800 | $ 10,091 | $ 3,541 | ||||||||||||
Dividends Payable, Date Declared | May 15, 2018 | Dec. 7, 2017 | Sep. 13, 2017 | May 3, 2017 | Mar. 3, 2017 | Feb. 28, 2018 | ||||||||||
Common Class A [Member] | ||||||||||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | ||||||||||
Common Class B [Member] | ||||||||||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.30 | $ 0.80 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - Subsequent Event [Member] | 1 Months Ended |
Aug. 03, 2018USD ($)shares | |
Subsequent Event [Line Items] | |
Stock Repurchased During Period, Shares | shares | 4,000 |
Stock Repurchased During Period, Value | $ | $ 153,000 |