Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Aug. 05, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | SAGA COMMUNICATIONS INC | |
Entity Central Index Key | 0000886136 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | SGA | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 5,022,910 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 922,918 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 38,512 | $ 44,729 |
Accounts receivable, net | 18,937 | 19,984 |
Prepaid expenses and other current assets | 2,106 | 2,556 |
Barter transactions | 1,818 | 1,326 |
Total current assets | 61,373 | 68,595 |
Property and equipment | 142,741 | 140,220 |
Less accumulated depreciation | 83,501 | 81,117 |
Net property and equipment | 59,240 | 59,103 |
Other assets: | ||
Broadcast licenses, net | 95,311 | 95,250 |
Goodwill | 18,974 | 18,839 |
Other intangibles, deferred costs and investments, net | 12,254 | 6,690 |
Total assets | 247,152 | 248,477 |
Current liabilities: | ||
Accounts payable | 1,840 | 2,613 |
Payroll and payroll taxes | 7,374 | 7,899 |
Dividend payable | 1,784 | 3,274 |
Other accrued expenses | 4,904 | 3,072 |
Barter transactions | 1,664 | 1,307 |
Current portion of long-term debt | 0 | 5,000 |
Total current liabilities | 17,566 | 23,165 |
Deferred income taxes | 24,432 | 23,732 |
Long-term debt | 10,000 | 15,000 |
Other liabilities | 6,560 | 1,581 |
Total liabilities | 58,558 | 63,478 |
Commitments and contingencies | 0 | 0 |
Stockholders' equity: | ||
Common stock | 76 | 76 |
Additional paid-in capital | 65,806 | 64,795 |
Retained earnings | 159,225 | 156,689 |
Treasury stock | (36,513) | (36,561) |
Total stockholders' equity | 188,594 | 184,999 |
Total liabilities and stockholders' equity | $ 247,152 | $ 248,477 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement | ||||
Net operating revenue | $ 32,191 | $ 32,234 | $ 60,007 | $ 60,243 |
Station operating expense | 22,879 | 23,140 | 46,042 | 46,537 |
Corporate general and administrative | 2,706 | 2,848 | 5,391 | 5,392 |
Other operating (income) expense , net | (2) | 213 | 1 | (38) |
Operating income | 6,608 | 6,033 | 8,573 | 8,352 |
Interest expense | 184 | 255 | 392 | 474 |
Interest income | (160) | (188) | (323) | (277) |
Income before income tax expense | 6,584 | 5,966 | 8,504 | 8,155 |
Income tax expense | 1,850 | 1,795 | 2,400 | 2,455 |
Net income | $ 4,734 | $ 4,171 | $ 6,104 | $ 5,700 |
Earnings per share: | ||||
Basic | $ 0.80 | $ 0.70 | $ 1.03 | $ 0.96 |
Diluted | $ 0.80 | $ 0.70 | $ 1.03 | $ 0.96 |
Weighted average common shares | 5,844 | 5,834 | 5,843 | 5,838 |
Weighted average common and common equivalent shares | 5,844 | 5,834 | 5,843 | 5,838 |
Dividends declared per share | $ 0.30 | $ 0.30 | $ 0.60 | $ 0.60 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Class A Common Stock | Class B Common Stock | Total |
Balance at Dec. 31, 2017 | $ 62,675 | $ 151,608 | $ (34,894) | $ 67 | $ 9 | $ 179,465 |
Balance, shares at Dec. 31, 2017 | 6,694 | 898 | ||||
Net income | 1,529 | 1,529 | ||||
Issuance of restricted stock | 0 | |||||
Issuance of restricted stock (in shares) | 4 | 0 | ||||
Dividends declared per common share | 0 | (1,784) | 0 | $ 0 | $ 0 | (1,784) |
Compensation expense related to restricted stock awards | 551 | 0 | 0 | 0 | 0 | 551 |
Purchase of shares held in treasury | 0 | 0 | (93) | 0 | 0 | (93) |
401(k) plan contribution | (80) | 0 | 333 | 0 | 0 | 253 |
Balance at Mar. 31, 2018 | 63,146 | 151,353 | (34,654) | $ 67 | $ 9 | 179,921 |
Balance, shares at Mar. 31, 2018 | 6,698 | 898 | ||||
Balance at Dec. 31, 2017 | 62,675 | 151,608 | (34,894) | $ 67 | $ 9 | 179,465 |
Balance, shares at Dec. 31, 2017 | 6,694 | 898 | ||||
Net income | 5,700 | |||||
Balance at Jun. 30, 2018 | 63,699 | 153,747 | (35,108) | $ 67 | $ 9 | 182,414 |
Balance, shares at Jun. 30, 2018 | 6,697 | 898 | ||||
Balance at Dec. 31, 2017 | 62,675 | 151,608 | (34,894) | $ 67 | $ 9 | 179,465 |
Balance, shares at Dec. 31, 2017 | 6,694 | 898 | ||||
Issuance of restricted stock (in shares) | 27 | 37 | ||||
Forfeiture of restricted stock (in shares) | (1) | 0 | ||||
Balance at Dec. 31, 2018 | 64,795 | 156,689 | (36,561) | $ 67 | $ 9 | 184,999 |
Balance, shares at Dec. 31, 2018 | 6,732 | 923 | ||||
Balance at Mar. 31, 2018 | 63,146 | 151,353 | (34,654) | $ 67 | $ 9 | 179,921 |
Balance, shares at Mar. 31, 2018 | 6,698 | 898 | ||||
Net income | 4,171 | 4,171 | ||||
Forfeiture of restricted stock | 0 | |||||
Forfeiture of restricted stock (in shares) | (1) | |||||
Dividends declared per common share | (1,777) | (1,777) | ||||
Compensation expense related to restricted stock awards | 553 | 553 | ||||
Purchase of shares held in treasury | (454) | (454) | ||||
Balance at Jun. 30, 2018 | 63,699 | 153,747 | (35,108) | $ 67 | $ 9 | 182,414 |
Balance, shares at Jun. 30, 2018 | 6,697 | 898 | ||||
Balance at Dec. 31, 2018 | 64,795 | 156,689 | (36,561) | $ 67 | $ 9 | 184,999 |
Balance, shares at Dec. 31, 2018 | 6,732 | 923 | ||||
Net income | 1,370 | 1,370 | ||||
Dividends declared per common share | 0 | (1,784) | 0 | $ 0 | $ 0 | (1,784) |
Compensation expense related to restricted stock awards | 559 | 0 | 0 | 0 | 0 | 559 |
Purchase of shares held in treasury | 0 | 0 | (80) | 0 | 0 | (80) |
401(k) plan contribution | (113) | 0 | 375 | 0 | 0 | 262 |
Balance at Mar. 31, 2019 | 65,241 | 156,275 | (36,266) | $ 67 | $ 9 | 185,326 |
Balance, shares at Mar. 31, 2019 | 6,732 | 923 | ||||
Balance at Dec. 31, 2018 | 64,795 | 156,689 | (36,561) | $ 67 | $ 9 | 184,999 |
Balance, shares at Dec. 31, 2018 | 6,732 | 923 | ||||
Net income | 6,104 | |||||
Balance at Jun. 30, 2019 | 65,806 | 159,225 | (36,513) | $ 67 | $ 9 | 188,594 |
Balance, shares at Jun. 30, 2019 | 6,732 | 923 | ||||
Balance at Mar. 31, 2019 | 65,241 | 156,275 | (36,266) | $ 67 | $ 9 | 185,326 |
Balance, shares at Mar. 31, 2019 | 6,732 | 923 | ||||
Net income | 4,734 | 4,734 | ||||
Dividends declared per common share | (1,784) | (1,784) | ||||
Compensation expense related to restricted stock awards | 565 | 565 | ||||
Purchase of shares held in treasury | (247) | (247) | ||||
Balance at Jun. 30, 2019 | $ 65,806 | $ 159,225 | $ (36,513) | $ 67 | $ 9 | $ 188,594 |
Balance, shares at Jun. 30, 2019 | 6,732 | 923 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities: | ||
Cash provided by operating activities | $ 12,830 | $ 13,193 |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (3,162) | (2,906) |
Acquisition of broadcast properties | (763) | 0 |
Other investing activities | 263 | 307 |
Net cash used in investing activities | (3,662) | (2,599) |
Cash flows from financing activities: | ||
Cash dividends paid | (5,058) | (10,091) |
Payments on long-term debt | (10,000) | 0 |
Purchase of treasury shares | (327) | (547) |
Other financing activities | (75) | |
Net cash used in financing activities | (15,385) | (10,713) |
Net decrease in cash and cash equivalents | (6,217) | (119) |
Cash and cash equivalents, beginning of period | 44,729 | 53,030 |
Cash and cash equivalents, end of period | $ 38,512 | $ 52,911 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10‑Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for annual financial statements. In our opinion, the accompanying financial statements include all adjustments of a normal, recurring nature considered necessary for a fair presentation of our financial position as of June 30, 2019 and the results of operations for the three and six months ended June 30, 2019 and 2018. Results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. We own or operate broadcast properties in 27 markets, including 79 FM and 34 AM radio stations. 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, 2018. The Company has evaluated events and transactions occurring subsequent to the balance sheet date of June 30, 2019, 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 Six Months Ended June 30, June 30, 2019 2018 2019 2018 (In thousands, except per share data) Numerator: Net income $ 4,734 $ 4,171 $ 6,104 $ 5,700 Less: Income allocated to unvested participating securities 88 71 114 97 Net income available to common stockholders $ 4,646 $ 4,100 $ 5,990 $ 5,603 Denominator: Denominator for basic earnings per share— weighted average shares 5,844 5,834 5,843 5,838 Effect of dilutive securities: Common stock equivalents — — — — Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions 5,844 5,834 5,843 5,838 Earnings per share: Basic $ .80 $ .70 $ 1.03 $ .96 Diluted $ .80 $ .70 $ 1.03 $ .96 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, 2019 and 2018. 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, 2019. 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. Assets and liabilities related to the TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Balance Sheets. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2019 | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | 2. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements 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. In 2018, the FASB issued several updates to address certain practical expedients, codification improvements, and targeted improvements to the original guidance. This standard and all updates (the “new lease standard”) were adopted on January 1, 2019. The Company adopted the new lease standard using the modified retrospective method. Prior year financial statements were not recast under the new standard and, therefore, have not been reflected as such on our December 31, 2018 balance sheet. We elected the package of transition practical expedients, which allowed us to carryforward our historical assessment of (1) whether contracts are or contain leases, (2) lease classification, and (3) initial direct costs. We elected to not separate lease and non-lease components, for all leases. We also elected to make the accounting policy election for short-term leases resulting in lease payments being recorded as an expense on a straight-line basis over the lease term. As a result of the adoption of the new lease standard we recorded right of use assets and lease liabilities of approximately $6.7 million on January 1, 2019 on our condensed consolidated balance sheet. The adoption of the new lease standard had no impact on retained earnings and had no impact on the statement of cash flows. See Note 6 “Leases” for additional information about this adoption. 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. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2019 | |
Revenue. | |
Revenue | 3. Revenue Adoption of ASC 606, Revenue from Contract with Customers (Topic 606) We adopted Topic 606 on January 1, 2018, using the modified retrospective method with no impact on our financial statements. The cumulative effect of initially adopting Topic 606 guidance had no impact on the opening balance of retained earnings as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under Topic 606 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 Six Months Ended June 30, June 30, 2019 2018 2019 2018 (in thousands) (in thousands) Types of Revenue Broadcast Advertising Revenue, net $ 29,492 $ 29,798 $ 54,683 $ 55,556 Digital Advertising Revenue 1,015 1,001 1,890 1,951 Other Revenue 1,684 1,435 3,434 2,736 Net Revenue $ 32,191 $ 32,234 $ 60,007 $ 60,243 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 Payments from our advertisers are generally due within 30 days although certain advertisers are required to pay in advance. When an advertiser pays for the services in advance of the performance obligations these prepayments are recorded as contract liabilities. Typical contract liabilities relate to prepayments for advertising spots not yet run; prepayments from sponsors for events that have not yet been held; and gift cards sold on our websites used to finance a broadcast advertising campaign. Generally, all contract liabilities are expected to be recognized within one year and are included in accounts payable in the Company’s Condensed Consolidated Financial Statements and are immaterial. Transaction Price Allocated to the Remaining Performance Obligations As the majority of our 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 that have original expected durations of one year or less. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
Intangible Assets | |
Intangible Assets | 4. Intangible Assets We evaluate our FCC licenses for impairment annually as of October 1 st or more frequently if events or circumstances indicate that the asset might be impaired. FCC licenses are evaluated for impairment at the market level using a direct method. If the carrying amount of FCC licenses is greater than their estimated fair value in a given market, the carrying amount of FCC licenses in that market is reduced to its estimated fair value. If the carrying amount of goodwill in a reporting unit is greater than the implied value of goodwill determined by completing a hypothetical purchase price allocation using estimated fair value of the reporting unit, the carrying amount of goodwill in that reporting unit is reduced to its implied value. 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, 2019 | |
Common Stock and Treasury Stock | |
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, 2019: Common Stock Issued Class A Class B (Shares in thousands) Balance, January 1, 2018 6,694 898 Conversion of shares 12 (12) Issuance of restricted stock 27 37 Forfeiture of restricted stock (1) — Balance, December 31, 2018 6,732 923 Balance, June 30, 2019 6,732 923 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, 2019, we have remaining authorization of $20.1 million for future repurchases of our Class A Common Stock. On September 14, 2017, the Board of Directors authorized the repurchase of our Class A Common Stock under our trading plan adopted pursuant to Securities and Exchange Commission Rule 10b5‑1. The Rule 10b5‑1 repurchase plan allows us to repurchase our shares during periods when we would normally not be active in the market due to our internal trading blackout periods. Under the plan, we may repurchase our Class A Common Stock in any combination of open market, block transactions and privately negotiated transactions subject to market conditions, legal requirements including applicable SEC regulations (which include certain price, market, volume and timing constraints), specific repurchase instructions and other corporate considerations. Purchases under the plan will be funded by cash on our balance sheet. The plan does not obligate us to acquire any particular amount of Class A Common Stock. The authorization was effective until September 1, 2018. During the three and six months ended June 30, 2019 and June 30, 2018, approximately 8,600, 11,100, 12,000 and 14,500 shares, respectively, were repurchased for $247,000, $327,000, $454,000 and $547,000 respectively, related to the Stock Buy-Back Program. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases | |
Leases | 6. Leases We lease certain land, buildings and equipment for use in our operations. We recognize lease expense for these leases on a straight-line basis over the lease term and combine lease and non-lease components for all leases. Right-of-use (“ROU”) assets and lease liabilities are recorded on the balance sheet for all leases with an expected term of at least one year. Some leases include one or more options to renew. The exercise of lease renewal options is generally at our discretion. The depreciable lives of ROU assets are limited to the expected lease term. Our lease agreements do not contain any residual value guarantees or material restrictive covenants. As of June 30, 2019, we do not have any non-cancellable operating lease commitments that have not yet commenced. ROU assets are classified within other intangibles, deferred costs and investments, net on the condensed consolidated balance sheet while current lease liabilities are classified within other accrued expenses and long-term lease liabilities are classified within other liabilities. Leases with an initial term of 12 months or less are not recorded on the balance sheet. ROU assets and lease liabilities were $5.9 million and $6.1 million at June 30, 2019, respectively. Payments on lease liabilities during the three and six months ended June 30, 2019 totaled $405 thousand and $816 thousand, respectively. Lease expense includes cost for leases with terms in excess of one year. For the three and six months ended June 30, 2019, our total lease expense was $423 thousand and $852 thousand, respectively. Short-term lease costs are de minimus. We have no financing leases and minimum annual rental commitments under non-cancellable operating leases consisted of the following at June 30, 2019 (in thousands): Years Ending December 31, 2019 (a) $ 824 2020 1,450 2021 1,313 2022 1,124 2023 777 Thereafter 1,840 Total lease payments (b) 7,328 Less: Interest (c) 1,195 Present value of lease liabilities (d) $ 6,133 (a) Remaining payments are for the six-months ending December 31, 2019. (b) Lease payments include options to extend lease terms that are reasonably certain of being exercised. There were no legally binding minimum lease payments for leases signed but not yet commenced at June 30, 2019. (c) Our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our discount rate for such leases to determine the present value of lease payments at the lease commencement date. (d) The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were 6.9 years and 4.8%, respectively, at June 30, 2019. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 6 Months Ended |
Jun. 30, 2019 | |
Acquisitions and Dispositions | |
Acquisitions and Dispositions | 7. Acquisitions and Dispositions We actively seek and explore opportunities for expansion through the acquisition of additional broadcast properties. The consolidated statements of income include the operating results of the acquired stations from their respective dates of acquisition. All acquisitions were accounted for as purchases and, accordingly, the total purchase consideration was allocated to the acquired assets and assumed liabilities based on their estimated fair values as of the acquisition dates. The excess of the consideration paid over the estimated fair value of net assets acquired have been recorded as goodwill. The Company accounts for acquisitions under the provisions of FASB ASC Topic 805, Business Combinations . Management assigned fair values to the acquired property and equipment through a combination of cost and market approaches based upon each specific asset’s replacement cost, with a provision for depreciation, and to the acquired intangibles, primarily an FCC license, based on the Greenfield valuation methodology, a discounted cash flow approach. 2019 Acquisitions On January 9, 2019, the Company closed on an agreement to purchase WFAT and W222CH from County Broadcasting Company, LLC for an aggregate purchase price of $210 thousand. Management attributes the goodwill recognized in the acquisition to the power of the existing brands in the Greenfield, Massachusetts market as well as synergies and growth opportunities expected through the combination with the Company’s existing stations. 2018 Acquisitions On October 29, 2018, the Company entered into an agreement to purchase WOGK-FM, WNDT-FM, WNDD-FM and WNDN-FM, from Ocala Broadcasting Corporation, LLC for an aggregate purchase price of $9.3 million, subject to certain purchase price adjustments. The Company closed this transaction effective December 31, 2018 using funds generated from operations of $9.84 million, which included the purchase price of $9.3 million, the purchase of $566 thousand in accounts receivable by certain closing adjustments and transactional costs of approximately $25 thousand, of which $553 thousand was paid in January 2019. Management attributes the goodwill recognized in the acquisition to the power of the existing brands in the Ocala, Florida market as well as synergies and growth opportunities expected through the combination with the Company’s existing stations. Condensed Consolidated Balance Sheet of 2019 and 2018 Acquisitions: The following unaudited condensed balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2019 and 2018 acquisitions at their respective acquisition dates. Saga Communications, Inc. Condensed Consolidated Balance Sheet of 2019 and 2018 Acquisitions Acquisitions in 2019 2018 (In thousands) Assets Acquired: Current assets $ — $ 559 Property and equipment 25 3,007 Other assets: Broadcast licenses 61 1,991 Goodwill 124 3,281 Other intangibles, deferred costs and investments — 1,123 Total other assets 185 6,395 Total assets acquired 210 9,961 Liabilities Assumed: Current liabilities — 120 Total liabilities assumed — 120 Net assets acquired $ 210 $ 9,841 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, 2019 and 2018 assume the 2018 acquisitions occurred as of January 1, 2018. 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 that would actually have occurred had the combinations been in effect on the dates indicated or which may occur in the future. Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 ProForma Results of Operation Net operating revenue $ 32,191 $ 33,473 $ 60,007 $ 62,448 Station operating expense 22,879 24,064 46,042 48,296 Corporate general and administrative 2,706 2,848 5,391 5,392 Other operating (income) expense , net (2) 213 1 (38) Operating income 6,608 6,348 8,573 8,798 Interest expense 184 255 392 474 Interest income (160) (188) (323) (277) Income before income tax expense 6,584 6,281 8,504 8,601 Income tax expense 1,850 1,890 2,400 2,589 Net income $ 4,734 $ 4,391 $ 6,104 $ 6,012 Earnings per share: Basic $ .80 $ .74 $ 1.03 $ 1.01 Diluted $ .80 $ .74 $ 1.03 $ 1.01 |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income taxes | |
Income taxes | 8. Income taxes On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, the following that impact us: (1) reducing the U.S. federal corporate income tax rate from 35 percent to 21 percent; (2) eliminating the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits can be realized; (3) creating a new limitation on deductible interest expense; (4) repealing the domestic production activities deduction; (5) limiting the deductibility of certain executive compensation; and (6) limiting certain other deductions. The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides for a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting relating to the Tax Act under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in its financial statements. If a company cannot determine a provisional estimate to be included in its financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. As a result of our initial analysis of the impact of the Tax Act, we recorded a provisional amount of net tax benefit of $11.5 million in 2017 related to the remeasurement of our deferred tax balance and other effects. We completed our accounting for the income tax effects of the Tax Act in 2018, and no material adjustments were required to the provisional amounts initially recorded. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Compensation | |
Stock-Based Compensation | 9. Stock-Based Compensation 2005 Incentive Compensation Plan On October 16, 2013 our stockholders approved the Second Amended and Restated Saga Communications, Inc. 2005 Incentive Compensation Plan, which was amended in 2018 after approval of the amendment by our stockholders at our 2018 annual meeting (as amended, the “Second Restated 2005 Plan”). The 2005 Incentive Compensation Plan, which replaced our 2003 stock option plan, was first approved by stockholders in 2005 subsequently re-approved by stockholders in 2010. The changes in the Second Restated 2005 Plan approved in 2013 (i) increased the number of authorized shares by 233,334 shares of Common Stock, (ii) extended the date for making awards to September 6, 2018, (iii) included directors as participants, (iv) targeted awards according to groupings of participants based on ranges of base salary of employees and/or retainers of directors, (v) required participants to retain 50 % of their net annual restricted stock awards during their employment or service as a director, and (vi) included a clawback provision. The 2018 amendment to the Second Restated 2005 Plan (i) extended the date for making awards to September 6, 2023 and (ii) increased the number of authorized shares under the Plan by 90,000 shares of Class B Common Stock. The Second Restated 2005 Plan allows for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards to eligible employees and non-employee directors. The number of shares of Common Stock that may be issued under the Second Restated 2005 Plan may not exceed 370,000 shares of Class B Common Stock, 990,000 shares of Class A Common Stock of which up to 620,000 shares of Class A Common Stock may be issued pursuant to incentive stock options and 370,000 Class A Common Stock issuable upon conversion of Class B Common Stock. Awards denominated in Class A Common Stock may be granted to any employee or director under the Second Restated 2005 Plan. However, awards denominated in Class B Common Stock may only be granted to Edward K. Christian, President, Chief Executive Officer, Chairman of the Board of Directors, and the holder of 100% of the outstanding Class B Common Stock of the Company. Stock options granted under the Second Restated 2005 Plan may be for terms not exceeding ten years from the date of grant and may not be exercised at a price which is less than 100% of the fair market value of shares at the date of grant. Stock-Based Compensation All stock options granted were fully vested and expensed at December 31, 2012, therefore there was no compensation expense related to stock options for the three and six months ended June 30, 2019 and June 30, 2018, respectively. There were no options granted during 2019 and 2018 and there were no stock options outstanding as of June 30, 2019. All outstanding stock options were exercised in 2017. The following summarizes the restricted stock transactions for the six months ended June 30, 2019: Weighted Average Grant Date Fair Shares Value Outstanding at January 1, 2019 109,176 $ 40.87 Non-vested and outstanding at June 30, 2019 109,176 $ 40.87 For the three and six months ended June 30, 2019 and the three and six months ended June 30, 2018, we had $565,000, $1,124,000, $554,000 and $1,105,000, 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, 2019 and the three and six months ended June 30, 2018, was $62,000, $125,000, $63,000 and $126,000, respectively. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2019 | |
Long-Term Debt | |
Long-Term Debt | 10. Long-Term Debt Long-term debt consisted of the following: June 30, December 31, 2019 2018 (In thousands) Revolving credit facility $ 10,000 $ 20,000 Amounts payable within one year — (5,000) $ 10,000 $ 15,000 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, which had previously been amended on September 1, 2017, extending the revolving credit maturity date under the Credit Agreement for five years after the date of the amendment to June 27, 2023. 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 $120,000 of transaction fees related to the Credit Facility that were capitalized. The cumulative transaction fees are being amortized over the remaining life of the Credit Facility. Interest rates under the Credit Facility are payable, at our option, at alternatives equal to LIBOR (2.4375% at June 30, 2019), 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, 2019) which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness, dividends, distributions, guarantees, liens and encumbrances. On June 7, 2019, we used $5,000,000 from funds generated by operations to voluntarily pay down a portion of our Revolving Credit Facility. On February 4, 2019, we used $5,000,000 from funds generated by operations to voluntarily pay down a portion of our Revolving Credit Facility which is presented in the current portion of long-term debt on our balance sheet at December 31, 2018. On September 4, 2018, we used $5,000,000 from funds generated by operations to pay down a portion of our Revolving Credit Facility. We had approximately $90 million of unused borrowing capacity under the Revolving Credit Facility at June 30, 2019. On July 1, 2019, we elected to reduce our Revolving Credit Facility to $70 million. As a result, we had approximately $60 million of unused borrowing capacity at July 1, 2019. |
Litigation
Litigation | 6 Months Ended |
Jun. 30, 2019 | |
Litigation | |
Litigation | 11. Litigation The Company is subject to various outstanding claims which arise in the ordinary course of business and to other legal proceedings. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company’s financial statements. |
Dividends
Dividends | 6 Months Ended |
Jun. 30, 2019 | |
Dividends | |
Dividends | 12. Dividends On May 30, 2019, the Company’s Board of Directors declared a regular cash dividend of $0.30 per share on its Classes A and B Common Stock. This dividend, totaling approximately $1.8 million, was paid on July 5, 2019 to shareholders of record on June 14, 2019 and funded by cash on the Company’s balance sheet. On February 26, 2019, the Company’s Board of Directors declared a regular cash dividend of $0.30 per share on its Classes A and B Common Stock. This dividend, totaling approximately $1.8 million, was paid on March 29, 2019 to shareholders of record on March 12, 2019 and funded by cash on the Company’s balance sheet. On November 28, 2018, the Company’s Board of Directors declared a quarterly cash dividend of $0.30 per share and a special cash dividend of $0.25 per share on its Classes A and B shares. This dividend totaling approximately $3.3 million was paid on January 4, 2019 to shareholders of record on December 10, 2018 and funded by cash on the Company’s balance sheet. On August 14, 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 September 14, 2018 to shareholders of record on August 31, 2018 and funded by cash on the Company’s balance sheet. 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 and funded by cash on the Company’s balance sheet. On February 28, 2018, 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 March 30, 2018 to shareholders of record on March 12, 2018 and funded by cash on the Company’s balance sheet. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10‑Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for annual financial statements. In our opinion, the accompanying financial statements include all adjustments of a normal, recurring nature considered necessary for a fair presentation of our financial position as of June 30, 2019 and the results of operations for the three and six months ended June 30, 2019 and 2018. Results of operations for the three and six months ended June 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. We own or operate broadcast properties in 27 markets, including 79 FM and 34 AM radio stations. 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, 2018. The Company has evaluated events and transactions occurring subsequent to the balance sheet date of June 30, 2019, 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 Six Months Ended June 30, June 30, 2019 2018 2019 2018 (In thousands, except per share data) Numerator: Net income $ 4,734 $ 4,171 $ 6,104 $ 5,700 Less: Income allocated to unvested participating securities 88 71 114 97 Net income available to common stockholders $ 4,646 $ 4,100 $ 5,990 $ 5,603 Denominator: Denominator for basic earnings per share— weighted average shares 5,844 5,834 5,843 5,838 Effect of dilutive securities: Common stock equivalents — — — — Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions 5,844 5,834 5,843 5,838 Earnings per share: Basic $ .80 $ .70 $ 1.03 $ .96 Diluted $ .80 $ .70 $ 1.03 $ .96 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, 2019 and 2018. 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, 2019. |
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. Assets and liabilities related to the TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Balance Sheets. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Summary of Significant Accounting Policies | |
Computation of basic and diluted earnings per share | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 (In thousands, except per share data) Numerator: Net income $ 4,734 $ 4,171 $ 6,104 $ 5,700 Less: Income allocated to unvested participating securities 88 71 114 97 Net income available to common stockholders $ 4,646 $ 4,100 $ 5,990 $ 5,603 Denominator: Denominator for basic earnings per share— weighted average shares 5,844 5,834 5,843 5,838 Effect of dilutive securities: Common stock equivalents — — — — Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions 5,844 5,834 5,843 5,838 Earnings per share: Basic $ .80 $ .70 $ 1.03 $ .96 Diluted $ .80 $ .70 $ 1.03 $ .96 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue. | |
Disaggregation of Revenue | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 (in thousands) (in thousands) Types of Revenue Broadcast Advertising Revenue, net $ 29,492 $ 29,798 $ 54,683 $ 55,556 Digital Advertising Revenue 1,015 1,001 1,890 1,951 Other Revenue 1,684 1,435 3,434 2,736 Net Revenue $ 32,191 $ 32,234 $ 60,007 $ 60,243 |
Common Stock and Treasury Sto_2
Common Stock and Treasury Stock (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Common Stock and Treasury Stock | |
Schedule of Stock by Class | The following summarizes information relating to the number of shares of our common stock issued in connection with stock transactions through June 30, 2019: Common Stock Issued Class A Class B (Shares in thousands) Balance, January 1, 2018 6,694 898 Conversion of shares 12 (12) Issuance of restricted stock 27 37 Forfeiture of restricted stock (1) — Balance, December 31, 2018 6,732 923 Balance, June 30, 2019 6,732 923 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases | |
Minimum annual rental commitments | We have no financing leases and minimum annual rental commitments under non-cancellable operating leases consisted of the following at June 30, 2019 (in thousands): Years Ending December 31, 2019 (a) $ 824 2020 1,450 2021 1,313 2022 1,124 2023 777 Thereafter 1,840 Total lease payments (b) 7,328 Less: Interest (c) 1,195 Present value of lease liabilities (d) $ 6,133 (a) Remaining payments are for the six-months ending December 31, 2019. (b) Lease payments include options to extend lease terms that are reasonably certain of being exercised. There were no legally binding minimum lease payments for leases signed but not yet commenced at June 30, 2019. (c) Our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our discount rate for such leases to determine the present value of lease payments at the lease commencement date. The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were 6.9 years and 4.8%, respectively, at June 30, 2019. |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Acquisitions and Dispositions | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Condensed Consolidated Balance Sheet of 2019 and 2018 Acquisitions Acquisitions in 2019 2018 (In thousands) Assets Acquired: Current assets $ — $ 559 Property and equipment 25 3,007 Other assets: Broadcast licenses 61 1,991 Goodwill 124 3,281 Other intangibles, deferred costs and investments — 1,123 Total other assets 185 6,395 Total assets acquired 210 9,961 Liabilities Assumed: Current liabilities — 120 Total liabilities assumed — 120 Net assets acquired $ 210 $ 9,841 |
Business Acquisition, Pro Forma Information | Three Months Ended Six Months Ended June 30, June 30, 2019 2018 2019 2018 ProForma Results of Operation Net operating revenue $ 32,191 $ 33,473 $ 60,007 $ 62,448 Station operating expense 22,879 24,064 46,042 48,296 Corporate general and administrative 2,706 2,848 5,391 5,392 Other operating (income) expense , net (2) 213 1 (38) Operating income 6,608 6,348 8,573 8,798 Interest expense 184 255 392 474 Interest income (160) (188) (323) (277) Income before income tax expense 6,584 6,281 8,504 8,601 Income tax expense 1,850 1,890 2,400 2,589 Net income $ 4,734 $ 4,391 $ 6,104 $ 6,012 Earnings per share: Basic $ .80 $ .74 $ 1.03 $ 1.01 Diluted $ .80 $ .74 $ 1.03 $ 1.01 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share-based Compensation | |
Summary of restricted stock transactions | The following summarizes the restricted stock transactions for the six months ended June 30, 2019: Weighted Average Grant Date Fair Shares Value Outstanding at January 1, 2019 109,176 $ 40.87 Non-vested and outstanding at June 30, 2019 109,176 $ 40.87 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Long-Term Debt | |
Long-Term Debt | June 30, December 31, 2019 2018 (In thousands) Revolving credit facility $ 10,000 $ 20,000 Amounts payable within one year — (5,000) $ 10,000 $ 15,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Numerator: | ||||
Net income | $ 4,734 | $ 4,171 | $ 6,104 | $ 5,700 |
Less: Income allocated to unvested participating securities | 88 | 71 | 114 | 97 |
Net income available to common stockholders | $ 4,646 | $ 4,100 | $ 5,990 | $ 5,603 |
Denominator: | ||||
Denominator for basic earnings per share- weighted average shares | 5,844 | 5,834 | 5,843 | 5,838 |
Effect of dilutive securities: | ||||
Common stock equivalents | 0 | 0 | 0 | 0 |
Denominator for diluted earnings per share - adjusted weighted-average shares and assumed conversions | 5,844 | 5,834 | 5,843 | 5,838 |
Earnings per share: | ||||
Basic | $ 0.80 | $ 0.70 | $ 1.03 | $ 0.96 |
Diluted | $ 0.80 | $ 0.70 | $ 1.03 | $ 0.96 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Summary of Significant Accounting Policies | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 | 0 | 0 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) - USD ($) | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Recent Accounting Pronouncements | |||
New Accounting Pronouncement Or Change In Accounting Principle Assets And Liabilities | $ 0 | $ 0 | |
Operating Lease, Right-of-Use Asset | 5,900,000 | $ 6,700,000 | |
Operating Lease, Liability | $ 6,133,000 | $ 6,700,000 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue | ||||
Revenue, Net, Total | $ 32,191 | $ 32,234 | $ 60,007 | $ 60,243 |
Broadcast Advertising Revenue Net [Member] | ||||
Revenue | ||||
Revenue, Net, Total | 29,492 | 29,798 | 54,683 | 55,556 |
Digital Advertising Revenue [Member] | ||||
Revenue | ||||
Revenue, Net, Total | 1,015 | 1,001 | 1,890 | 1,951 |
Other Revenue [Member] | ||||
Revenue | ||||
Revenue, Net, Total | $ 1,684 | $ 1,435 | $ 3,434 | $ 2,736 |
Intangible Assets (Details)
Intangible Assets (Details) | 6 Months Ended |
Jun. 30, 2019 | |
Customer Relationships [Member] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Maximum [Member] | Favorable Lease Agreements [Member] | |
Finite-Lived Intangible Asset, Useful Life | 26 years |
Maximum [Member] | Other Intangible [Member] | |
Finite-Lived Intangible Asset, Useful Life | 15 years |
Minimum [Member] | Favorable Lease Agreements [Member] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Minimum [Member] | Other Intangible [Member] | |
Finite-Lived Intangible Asset, Useful Life | 1 year |
Common Stock and Treasury Sto_3
Common Stock and Treasury Stock - Information relating to the number of shares of our common stock issued (Details) - shares shares in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | |
Class A Common Stock | |||
Common Stock [Line Items] | |||
Balance, shares | 6,698 | 6,694 | 6,694 |
Conversion of shares | 12 | ||
Issuance of restricted stock | 4 | 27 | |
Forfeiture of restricted stock (in shares) | (1) | (1) | |
Balance, shares | 6,697 | 6,698 | 6,732 |
Class B Common Stock | |||
Common Stock [Line Items] | |||
Balance, shares | 898 | 898 | 898 |
Conversion of shares | (12) | ||
Issuance of restricted stock | 0 | 37 | |
Forfeiture of restricted stock (in shares) | 0 | ||
Balance, shares | 898 | 898 | 923 |
Common Stock and Treasury Sto_4
Common Stock and Treasury Stock (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Common Stock [Line Items] | ||||
Share repurchase program, authorized amount | $ 75,800,000 | $ 75,800,000 | ||
Stock repurchase program, remaining authorization amount | $ 20,100,000 | $ 20,100,000 | ||
Stock Buy back Program [Member] | ||||
Common Stock [Line Items] | ||||
Stock Repurchased During Period, Shares | 8,600 | 12,000 | 11,100 | 14,500 |
Stock Repurchased During Period, Value | $ 247,000 | $ 454,000 | $ 327,000 | $ 547,000 |
Leases- Minimum annual rental c
Leases- Minimum annual rental commitments (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 |
Leases | ||
2019 | $ 824 | |
2020 | 1,450 | |
2021 | 1,313 | |
2022 | 1,124 | |
2023 | 777 | |
Thereafter | 1,840 | |
Total lease payments | 7,328 | |
Less: Interest | 1,195 | |
Present value of lease liabilities | $ 6,133 | $ 6,700 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2019 | Jan. 01, 2019 | |
Leases | |||
Operating Lease, Right-of-Use Asset | $ 5,900 | $ 5,900 | $ 6,700 |
Operating Lease, Liability | 6,133 | 6,133 | $ 6,700 |
Operating Lease, Payments | 405 | 816 | |
Lease, Cost | $ 423 | $ 852 | |
Operating Lease, Weighted Average Remaining Lease Term | 6 years 10 months 24 days | 6 years 10 months 24 days | |
Operating Lease, Weighted Average Discount Rate, Percent | 4.80% | 4.80% |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Recognized identified assets acquired and liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Assets Acquired: | ||
Current assets | $ 0 | $ 559 |
Property and equipment | 25 | 3,007 |
Other assets: | ||
Broadcast licenses | 61 | 1,991 |
Goodwill | 124 | 3,281 |
Other intangibles, deferred costs and investments | 0 | 1,123 |
Total other assets | 185 | 6,395 |
Total assets acquired | 210 | 9,961 |
Liabilities Assumed: | ||
Current liabilities | 0 | 120 |
Total liabilities assumed | 0 | 120 |
Net assets acquired | $ 210 | $ 9,841 |
Acquisitions and Dispositions_2
Acquisitions and Dispositions - Pro forma results of operations for acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Acquisitions and Dispositions | ||||
Net operating revenue | $ 32,191 | $ 33,473 | $ 60,007 | $ 62,448 |
Station operating expense | 22,879 | 24,064 | 46,042 | 48,296 |
Corporate general and administrative | 2,706 | 2,848 | 5,391 | 5,392 |
Other operating (income) expense , net | (2) | 213 | 1 | (38) |
Operating income | 6,608 | 6,348 | 8,573 | 8,798 |
Interest expense | 184 | 255 | 392 | 474 |
Interest income | (160) | (188) | (323) | (277) |
Income before income tax expense | 6,584 | 6,281 | 8,504 | 8,601 |
Income tax expense | 1,850 | 1,890 | 2,400 | 2,589 |
Net income | $ 4,734 | $ 4,391 | $ 6,104 | $ 6,012 |
Earnings per share: | ||||
Basic | $ 0.80 | $ 0.74 | $ 1.03 | $ 1.01 |
Diluted | $ 0.80 | $ 0.74 | $ 1.03 | $ 1.01 |
Acquisitions and Dispositions_3
Acquisitions and Dispositions - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2019 | Jan. 09, 2019 | Oct. 29, 2018 | |
Business Acquisition [Line Items] | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | $ 9,961 | $ 210 | |||
Disposal Group, Including Discontinued Operation, Consideration | $ 210 | $ 9,300 | |||
Disposal Group, Including Discontinued Operation, Accounts, Notes and Loans Receivable, Net | 566 | ||||
Discontinued Operation, Disposal of Discontinued Operation, Transaction Costs | 25 | ||||
Payments to Acquire Businesses, Gross | $ 553 | ||||
Ocala Broadcasting Corp [Member] | |||||
Business Acquisition [Line Items] | |||||
Proceeds from Divestiture of Businesses, Net of Cash Divested | $ 9,840 |
Income taxes (Details)
Income taxes (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income taxes | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 35.00% | |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount | $ 11.5 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - Restricted Stock [Member] | Jun. 30, 2019$ / sharesshares |
Summary of the restricted stock transactions | |
Shares, Outstanding | shares | 109,176 |
Shares, Non-vested and outstanding | shares | 109,176 |
Weighted Average Grant Date Fair Value, Outstanding | $ / shares | $ 40.87 |
Weighted Average Grant Date Fair Value, Non-vested and outstanding | $ / shares | $ 40.87 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Oct. 16, 2013 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Stock Based Compensation [Abstract] | |||||
Stock-Based Compensation expense | $ 0 | $ 0 | $ 0 | ||
Increase in number of common stock shares authorized | 233,334 | ||||
Percentage to retain annual restricted stock awards | 50.00% | ||||
Restricted Stock [Member] | |||||
Stock Based Compensation [Abstract] | |||||
Stock-Based Compensation expense | $ 565,000 | 554,000 | 1,124,000 | 1,105,000 | |
Recognized tax benefits | $ 62,000 | $ 63,000 | $ 125,000 | $ 126,000 | |
Class A Common Stock | Stock Option [Member] | |||||
Stock Based Compensation [Abstract] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 990,000 | ||||
Class A Common Stock | Incentive Compensation Plan [Member] | |||||
Stock Based Compensation [Abstract] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 620,000 | ||||
Class B Common Stock | |||||
Stock Based Compensation [Abstract] | |||||
Increase in number of common stock shares authorized | 90,000 | ||||
Class B Common Stock | Stock Option [Member] | |||||
Stock Based Compensation [Abstract] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 370,000 | ||||
Class B Common Stock | Incentive Compensation Plan [Member] | |||||
Stock Based Compensation [Abstract] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 370,000 |
Long-Term Debt - Long-term debt
Long-Term Debt - Long-term debt consisted (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Total debt | ||
Amounts payable within one year | $ 0 | $ (5,000) |
Long-term debt, noncurrent | 10,000 | 15,000 |
Revolving Credit Facility [Member] | ||
Total debt | ||
Long-term debt, noncurrent | $ 10,000 | $ 20,000 |
Long-Term Debt - Additioal Info
Long-Term Debt - Additioal Information (Details) - USD ($) | Jul. 01, 2019 | Feb. 04, 2019 | Sep. 04, 2018 | Aug. 18, 2015 | Jun. 30, 2019 | Jun. 07, 2019 |
Debt Instrument [Line Items] | ||||||
Amortization of Acquisition Costs | $ 266,000 | |||||
Amortization Of Additional Acquisition Costs | $ 120,000 | |||||
London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 0.25% | |||||
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 | 2.4375% | |||||
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 | $ 60,000,000 | $ 90,000,000 | $ 5,000,000 | |||
Repayments of Long-term Lines of Credit | $ 70,000,000 | $ 5,000,000 | $ 5,000,000 |
Dividends (Details)
Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 14, 2018 | Aug. 14, 2018 | May 15, 2018 | Feb. 28, 2018 | May 30, 2019 | Mar. 29, 2019 | Feb. 26, 2019 | Jan. 04, 2019 | Nov. 28, 2018 | Jun. 22, 2018 | Mar. 30, 2018 | Feb. 28, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 |
Common Stock, Dividends, Per Share, Declared | $ 0.30 | $ 0.30 | $ 0.60 | $ 0.60 | ||||||||||||
Dividends Payable, Date to be Paid | Sep. 14, 2018 | Jun. 22, 2018 | Mar. 30, 2018 | Mar. 29, 2019 | Jan. 4, 2019 | |||||||||||
Dividends Payable, Date of Record | Aug. 31, 2018 | Mar. 12, 2019 | Dec. 10, 2018 | May 31, 2018 | Mar. 12, 2018 | |||||||||||
Dividends | $ 1,800 | $ 1,800 | ||||||||||||||
Dividends Payable | $ 1,800 | $ 1,800 | $ 1,800 | |||||||||||||
Payments of Ordinary Dividends, Common Stock | $ 3,300 | $ 1,800 | $ 5,058 | $ 10,091 | ||||||||||||
Dividends Payable, Date Declared | Aug. 14, 2018 | May 15, 2018 | Feb. 26, 2019 | Nov. 28, 2018 | Feb. 28, 2018 | |||||||||||
Class A Common Stock | ||||||||||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | ||||||||||
Class B Common Stock | ||||||||||||||||
Common Stock, Dividends, Per Share, Declared | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.25 | $ 0.30 |