Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 06, 2024 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Entity File Number | 1-11588 | |
Entity Registrant Name | Saga Communications, Inc | |
Entity Incorporation, State or Country Code | FL | |
Entity Tax Identification Number | 38-3042953 | |
Entity Address, Address Line One | 73 Kercheval Avenue | |
Entity Address, City or Town | Grosse Pointe Farms | |
Entity Address, State or Province | MI | |
Entity Address, Postal Zip Code | 48236 | |
City Area Code | 313 | |
Local Phone Number | 886-7070 | |
Title of 12(b) Security | Class A Common Stock, par value $.01 per share | |
Trading Symbol | SGA | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 6,263,236 | |
Entity Central Index Key | 0000886136 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | [1] |
Current assets: | |||
Cash and cash equivalents | $ 20,177 | $ 29,582 | |
Short-term investments | 8,598 | 10,595 | |
Accounts receivable, net | 14,640 | 17,173 | |
Prepaid expenses and other current assets | 3,145 | 2,451 | |
Barter transactions | 1,013 | 843 | |
Total current assets | 47,573 | 60,644 | |
Property and equipment | 148,343 | 148,265 | |
Less accumulated depreciation | 97,113 | 96,860 | |
Net property and equipment | 51,230 | 51,405 | |
Other assets: | |||
Broadcast licenses, net | 89,367 | 90,240 | |
Goodwill | 19,153 | 19,236 | |
Other intangibles, right of use assets, deferred costs and investments, net | 10,723 | 10,688 | |
Total assets | 218,046 | 232,213 | |
Current liabilities: | |||
Accounts payable | 3,356 | 2,802 | |
Accrued expenses: | |||
Accrued payroll and payroll taxes | 5,275 | 5,318 | |
Dividend payable | 3,758 | 12,505 | |
Other accrued expenses | 6,862 | 6,480 | |
Barter transactions | 1,106 | 924 | |
Total current liabilities | 20,357 | 28,029 | |
Deferred income taxes | 26,057 | 26,122 | |
Other liabilities | 7,260 | 7,513 | |
Total liabilities | 53,674 | 61,664 | |
Commitments and contingencies | |||
Shareholders' equity: | |||
Common stock | 80 | 80 | |
Additional paid-in capital | 72,839 | 72,593 | |
Retained earnings | 127,873 | 134,771 | |
Treasury stock | (36,420) | (36,895) | |
Total shareholders' equity | 164,372 | 170,549 | |
Total liabilities and shareholders' equity | $ 218,046 | $ 232,213 | |
[1] The balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||
Net operating revenue | $ 24,664,000 | $ 25,304,000 |
Operating expenses: | ||
Station operating expenses | 22,981,000 | 21,703,000 |
Corporate general and administrative | 3,129,000 | 2,616,000 |
Other operating expense, net | 971,000 | 80,000 |
Operating (loss) income | (2,417,000) | 905,000 |
Interest expense | 43,000 | 43,000 |
Interest income | (303,000) | (289,000) |
Other income | (119,000) | |
Income (loss) before income tax expense | (2,157,000) | 1,270,000 |
Income tax provision (benefit) | ||
Current | (515,000) | 280,000 |
Deferred (benefit) | (65,000) | 70,000 |
Income tax provision | (580,000) | 350,000 |
Net (loss) income | $ (1,577,000) | $ 920,000 |
Earnings (loss) per share: | ||
Basic (in dollars per share) | $ (0.25) | $ 0.15 |
Diluted (in dollars per share) | $ (0.25) | $ 0.15 |
Weighted average common shares | 6,063 | 6,028 |
Weighted average common and common equivalent shares | 6,063 | 6,028 |
Dividends declared per share (in dollars per share) | $ 0.85 | $ 0.25 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Class A Common Stock Common Stock. | Class A Common Stock | Class B Common Stock Common Stock. | Class B Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Total | |
Balance at Dec. 31, 2022 | $ 78 | $ 0 | $ 71,664 | $ 143,896 | $ (37,109) | $ 178,529 | |||
Balance (in shares) at Dec. 31, 2022 | 7,867 | 7,867 | 0 | 0 | |||||
Net Income (Loss) | $ 0 | $ 0 | 0 | 920 | 0 | 920 | |||
Dividends declared per common share | 0 | 0 | 0 | (1,531) | 0 | (1,531) | |||
Compensation expense related to restricted stock awards | 0 | 0 | 245 | 0 | 0 | 245 | |||
401(k) plan contribution | 0 | 0 | (185) | 0 | 441 | 256 | |||
Balance at Mar. 31, 2023 | $ 78 | $ 0 | 71,724 | 143,285 | (36,668) | 178,419 | |||
Balance (in shares) at Mar. 31, 2023 | 7,867 | 0 | |||||||
Balance at Dec. 31, 2022 | $ 78 | $ 0 | 71,664 | 143,896 | (37,109) | 178,529 | |||
Balance (in shares) at Dec. 31, 2022 | 7,867 | 7,867 | 0 | 0 | |||||
Issuance of restricted stock (in shares) | 140 | 0 | |||||||
Balance at Dec. 31, 2023 | $ 80 | $ 0 | 72,593 | 134,771 | (36,895) | 170,549 | [1] | ||
Balance (in shares) at Dec. 31, 2023 | 8,007 | 8,007 | 0 | 0 | |||||
Net Income (Loss) | $ 0 | $ 0 | 0 | (1,577) | 0 | (1,577) | |||
Dividends declared per common share | 0 | 0 | 0 | (5,321) | 0 | (5,321) | |||
Compensation expense related to restricted stock awards | 0 | 0 | 453 | 0 | 0 | 453 | |||
401(k) plan contribution | 0 | 0 | (207) | 0 | 475 | 268 | |||
Balance at Mar. 31, 2024 | $ 80 | $ 0 | $ 72,839 | $ 127,873 | $ (36,420) | $ 164,372 | |||
Balance (in shares) at Mar. 31, 2024 | 8,007 | 8,007 | 0 | 0 | |||||
[1] The balance sheet at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (1,577) | $ 920 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 1,198 | 1,237 |
Deferred income tax expense (benefit) | (65) | 70 |
Amortization of deferred costs | 9 | 9 |
Compensation expense related to restricted stock awards | 453 | 245 |
Loss on sale of assets, net | 971 | 80 |
Other (gain), net | (119) | |
Barter (revenue) expense, net | 13 | (48) |
Deferred and other compensation | (24) | (245) |
Changes in assets and liabilities: | ||
Decrease in receivables and prepaid expenses | 2,135 | 2,367 |
Increase in accounts payable, accrued expenses, and other liabilities | 690 | 319 |
Total adjustments | 5,380 | 3,915 |
Net cash provided by operating activities | 3,803 | 4,835 |
Cash flows from investing activities: | ||
Purchase of short-term investments | (4,297) | (2,067) |
Redemption of short-term investments | 6,432 | 2,067 |
Acquisition of property and equipment (Capital Expenditures) | (1,050) | (1,362) |
Proceeds from sale and disposal of assets | 21 | 616 |
Other investing activities | (246) | 117 |
Net cash provided by (used in) investing activities | 860 | (629) |
Cash flows from financing activities: | ||
Cash dividends paid | (14,068) | (13,754) |
Net cash used in financing activities | (14,068) | (13,754) |
Net decrease in cash and cash equivalents | (9,405) | (9,548) |
Cash and cash equivalents, beginning of period | 29,582 | 36,802 |
Cash and cash equivalents, end of period | $ 20,177 | $ 27,254 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for annual financial statements. In our opinion, the accompanying financial statements include all adjustments of a normal, recurring nature considered necessary for a fair presentation of our financial position as of March 31, 2024 and the results of operations for the three months ended March 31, 2024 and 2023. Results of operations for three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. We own or operate broadcast properties in 27 markets, including 79 FM and 31 AM radio stations and 78 metro signals. For further information, refer to the consolidated financial statements and footnotes thereto included in the Saga Communications, Inc. (the “Company”) annual report on Form 10-K for the year ended December 31, 2023. We have evaluated events and transactions occurring subsequent to the balance sheet date of March 31, 2024, for items that should potentially be recognized in these financial statements or discussed within the notes to these 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 March 31, 2024 2023 (In thousands, except per share data) Numerator: Net (loss) income $ (1,577) $ 920 Less: Income (loss) allocated to unvested participating securities (50) 14 Net (loss) income available to common shareholders $ (1,527) $ 906 Denominator: Denominator for basic earnings per share — weighted average shares 6,063 6,028 Effect of dilutive securities: Common stock equivalents — — Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions 6,063 6,028 Earnings (loss) per share: Basic $ (0.25) $ 0.15 Diluted $ (0.25) $ 0.15 There were no stock options outstanding that had an antidilutive effect on our earnings per share calculation for the three months ended March 31, 2024 and 2023, respectively. The actual effect of these shares, if any, on the diluted earnings per share calculation will vary significantly depending on the fluctuation in the stock price. Financial Instruments We account for marketable securities in accordance with ASC 320, “ Investments – Debt Securities, ” which require that certain debt securities be classified into one of three categories: held-to-maturity, available-for-sale, or trading securities, and depending upon the classification, value the security at amortized cost or fair market value. At March 31, 2024 and December 31, 2023, we have recorded million, respectively, of held-to-maturity U.S. Treasury Bills at amortized cost basis that have a fair market value of million, respectively. Our held-to-maturity U.S. Treasury Bills currently all have original maturity dates ranging from April 2024 to July 2024. Our financial instruments are comprised of cash and cash equivalents, short-term investments, 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 secured overnight finance rate (“SOFR”), prime rate or have been reset at the prevailing market rate at March 31, 2024. Allowance for Credit Losses A provision for credit losses is recorded based on our judgment of collectability of receivables. Amounts are written off when determined to be fully uncollectible. Delinquent accounts are based on contractual terms. We maintain a specific allowance for estimated losses resulting from the inability of certain customers to make required payments. We also consider factors external to the specific customer, including current conditions and forecasts of economic conditions, including the potential impact of uncertain economic conditions. In the event we recover amounts previously written off, we will reduce the specific allowance for credit loss. Our allowance for credit losses was 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 and permanent differences related to executive compensation. We have historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. Segments We serve twenty-seven radio markets (reporting units) that aggregate into one operating segment (Radio), which also qualifies as a reportable segment. We operate under reportable business segment for which segment disclosure is consistent with the management decision-making process that determines the allocation of resources and the measuring of performance. The Chief Operating Decision Maker (“CODM”) evaluates the results of the radio operating segment and makes operating and capital investment decisions based at the Company level. Furthermore, technological enhancements and system integration decisions are reached at the Company level and applied to all markets rather than to specific or individual markets to ensure that each market has the same tools and opportunities as every other market. Managers at the market level do not report to the CODM and instead report to other senior management, who are responsible for the operational oversight of radio markets and for communication of results to the CODM. We continually review our operating segment classification to align with operational changes in our business and may make changes as necessary. 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 | 3 Months Ended |
Mar. 31, 2024 | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | 2. Recent Accounting Pronouncements New Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires expanded disclosure of significant segment expenses and other segment items on an annual and interim basis. ASU 2023-07 is effective for us for annual periods beginning after January 1, 2024 and interim periods beginning after January 1, 2025. We are currently evaluating the impact ASU 2023-07 will have on our financial statement disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires expanded disclosure of our income rate reconciliation and income taxes paid. ASU 2023-09 is effective for us for annual periods beginning after January 1, 2025. We are currently evaluating the impact ASU 2023-09 will have on our financial statement disclosures. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue | |
Revenue | 3. Revenue Nature of goods and services The following is a description of principal activities from which we generate our revenue: Broadcast Advertising Revenue Our primary source of revenue is from the sale of advertising for broadcast on our stations. We recognize revenue from the sale of advertising as performance obligations are satisfied upon airing of the advertising; therefore, revenue is recognized at a point in time when each advertising spot is transmitted. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for our advertising inventory placed by an agency and are reported as a reduction of advertising revenue. Digital Advertising Revenue We recognize revenue from our digital initiatives across multiple platforms such as targeted digital advertising, online promotions, advertising on our websites and digital audio streams, mobile messaging, email marketing and other e-commerce. Revenue is recorded when each specific performance obligation in the digital advertising campaign takes place, typically within a one month period. Other Revenue Other revenue includes revenue from concerts, promotional events, tower rent and other miscellaneous items. Revenue is generally recognized when the event is completed, as the promotional events are completed or as each performance obligation is satisfied. Disaggregation of Revenue Revenues from contracts with customers comprised the following for three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 (in thousands) Types of Revenue Broadcast Advertising Revenue, net $ 20,482 $ 21,468 Digital Advertising Revenue 2,449 1,910 Other Revenue 1,733 1,926 Net Revenue $ 24,664 $ 25,304 Contract Liabilities Payments from our advertisers are generally due within 30 days although certain advertisers are required to pay in advance. When an advertiser pays for the services in advance of the performance obligations these prepayments are recorded as contract liabilities. Typical contract liabilities relate to prepayments for advertising spots not yet run; prepayments from sponsors for events that have not yet been held; and gift cards sold on our websites used to finance a broadcast advertising campaign. Generally all contract liabilities are expected to be recognized within one year and are included in accounts payable in the Company’s Condensed Consolidated Financial Statements and are immaterial. Transaction Price Allocated to the Remaining Performance Obligations As the majority of our sales contracts are one |
Broadcast Licenses, Goodwill an
Broadcast Licenses, Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Broadcast Licenses, Goodwill and Other Intangible Assets | |
Broadcast Licenses, Goodwill and Other Intangible Assets | 4. Broadcast Licenses, Goodwill and Other Intangible Assets We evaluate our FCC licenses for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. We operate our broadcast licenses in each market as a single asset and determine the fair value by relying on a discounted cash flow approach assuming a start-up scenario in which the only assets held by an investor are broadcast licenses. The fair value calculation contains assumptions incorporating variables that are based on past experiences and judgments about future operating performance using industry normalized information for an average station within a market. These variables include, but are not limited to: (1) the forecasted growth rate of each radio market, including population, household income, retail sales and other expenditures that would influence advertising expenditures; (2) the estimated available advertising revenue within the market and the related market share and profit margin of an average station within a market; (3) estimated capital start-up costs and losses incurred during the early years; (4) risk-adjusted discount rate; (5) the likely media competition within the market area; and (6) terminal values. If the carrying amount of FCC licenses is greater than their estimated fair value in a given market, the carrying amount of FCC licenses in that market is reduced to its estimated fair value. We also evaluate goodwill for impairment annually, or more frequently if certain circumstances are present. If the carrying amount of goodwill in a reporting unit is greater than the implied value of goodwill determined by completing a hypothetical purchase price allocation using estimated fair value of the reporting unit, the carrying amount of goodwill in that reporting unit is reduced to its implied value. We evaluate amortizable intangible assets for recoverability when circumstances indicate impairment may have occurred, using an undiscounted cash flow methodology. If the future undiscounted cash flows for the intangible asset are less than net book value, then the net book value is reduced to the estimated fair value. Amortizable intangible assets are included in other intangibles, deferred costs and investments in the consolidated balance sheets. The Company considered the current and expected future economic and market conditions, and other potential indicators of impairment and determined a triggering event had not occurred which would necessitate any interim impairment tests during the three months ended March 31, 2024. We will continue to monitor changes in economic and market conditions, and if any event or circumstances indicate a triggering event has occurred, we will perform an interim impairment test of our intangible assets at the appropriate time. If actual market conditions are less favorable than those estimated by us or if events occur or circumstances change that would reduce the fair value of our broadcast licenses below the carrying value, we may be required to recognize impairment charges in future periods. Such a charge could have a material effect on our consolidated financial statements. 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 one |
Common Stock and Treasury Stock
Common Stock and Treasury Stock | 3 Months Ended |
Mar. 31, 2024 | |
Common Stock and Treasury Stock | |
Common Stock and Treasury Stock | 5. Common Stock and Treasury Stock Our founder, Chairman, President and CEO, Edward K. Christian, passed away on August 19, 2022. As of the date of his passing, Mr. Christian, who was also our principal shareholder, held approximately votes per share. As a result, Mr. Christian was generally able to control the vote on most matters submitted to the vote of stockholders and, therefore, was able to direct our management and policies, except with respect to (i) the election of vote per share, and (iii) other matters requiring a class vote under the provisions of our certificate of incorporation, bylaws or applicable law. Mr. Christian’s passing resulted in the conversion of his Class B shares into Class A shares that were transferred to an estate planning trust that now owns approximately of the common stock outstanding. As a result, we Dividends. paid Voting Rights. vote. Prior to Mr. Christian’s passing, each share of Class B Common Stock was entitled to Prior to Mr. Christian’s passing, in the election of directors, the holders of Class A Common Stock, voting as a separate class, were entitled to elect twenty-five percent, or two, of our directors. The holders of the Common Stock, voting as a single class with each share of Class A Common Stock entitled to one vote and each share of Class B Common Stock entitled to ten votes, were entitled to elect the remaining directors. The Board of Directors consisted of eight members at December 31, 2023. Currently, our Board of Directors consists of members. Holders of Common Stock are not entitled to cumulative voting in the election of directors. The holders of the Common Stock vote as a single class with respect to any proposed “going private” transaction with the principal stockholder or an affiliate of the principal stockholder, with each share of each class of Common Stock entitled to one vote per share. Under Florida law, the affirmative vote of the holders of a majority of the outstanding shares of any class of common stock is required to approve, among other things, a change in the designations, preferences and limitations of the shares of such class of common stock. Liquidation Rights. The following summarizes information relating to the number of shares of our common stock issued in connection with stock transactions through March 31, 2024: Common Stock Issued Class A Class B (Shares in thousands) Balance, January 1, 2023 7,867 — Issuance of restricted stock 140 — Balance, December 31, 2023 8,007 — Balance, March 31, 2024 8,007 — We have a Stock Buy-Back Program to allow us to purchase up to $75.8 million of our Class A Common Stock. As of March 31, 2024, we have remaining authorization of $18.0 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 are funded by cash on our balance sheet. The plan does not obligate us to acquire any particular amount of Class A Common Stock. Our original purchase authorization was effective until September 1, 2018 and has been extended several times, with the most recent authorization instructions extension being through May 28, 2020. We halted the directions for any additional buybacks under our plan in 2020. We continue to monitor economic conditions to determine if and when it makes sense to make additional buybacks under our plan. During the three months ended March 31, 2024 and 2023, |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
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 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 were $6.6 million and $7.0 million at March 31, 2024 and December 31, 2023 respectively. Lease expense includes cost for leases with terms in excess of one year. For the three months ended March 31, 2024 and 2023, our total lease expense was $475,000, and $460,000, respectively. Short-term lease costs are de minimis We have no financing leases and minimum annual rental commitments under non-cancellable operating leases consisted of the following at March 31, 2024 (in thousands): Years Ending December 31, 2024 (a) $ 1,321 2025 1,689 2026 1,468 2027 1,277 2028 863 Thereafter 1,582 Total lease payments (b) 8,200 Less: Interest (c) 1,353 Present value of lease liabilities (d) $ 6,847 (a) Remaining payments are for the nine-months ending December 31, 2024. (b) Lease payments include options to extend lease terms that are reasonably certain of being exercised. There were no legally binding minimum lease payments for leases signed but not yet commenced at March 31, 2024. (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 6.3 years and 5.5% , respectively, at March 31, 2024. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 3 Months Ended |
Mar. 31, 2024 | |
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. Pending Acquisitions On February 13, 2024, we entered into an agreement to purchase the assets of WKOA (FM), WKHY (FM), WASK (FM), WXXB (FM), WASK (AM) and W269DJ from Neuhoff Communications, Inc. serving the Greater Lafayette, Indiana radio market for $5.3 million which we expect to finance through funds generated from operations or borrowings under our credit agreement. During the first quarter of 2024, we have placed an escrow deposit of $250,000 for this acquisition. We expect to close on this acquisition in the second quarter of 2024. 2024 Dispositions On March 29, 2024, we closed on an agreement to sell WYSE-AM, W275CP translator and W248CM translator located in our Asheville, North Carolina market to EZ Radio LLC for $10,000 . We recorded a operating (income) expense On March 22, 2024, we submitted a request to the FCC to cancel our FCC license for KBAI-AM located in our Bellingham, Washington market. We recorded a 2023 Dispositions On February 28, 2023, we closed on an agreement to sell WPVQ-AM located in our Greenfield, Massachusetts market to Hampden Communications Corp for $2,000 . We recorded a operating (income) expense On March 20, 2023, we submitted a request to the FCC to cancel our FCC license for WHMQ-AM located in our Greenfield, Massachusetts market. We recorded a |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income taxes | |
Income taxes | 8. Income taxes An income tax benefit of $580,000 was recorded for the three months ended March 31, 2024 compared to income tax expense of $350,000 for the three months ended March 31, 2023. The effective tax rate was approximately 26.9% for the three months ended March 31, 2024 compared to 27.6% for the three months ended March 31, 2023. Income tax provisions for interim (quarterly) periods are based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Stock-Based Compensation | |
Stock-Based Compensation | 9. Stock-Based Compensation 2005 Incentive Compensation Plan On May 13, 2019, our shareholders approved an amendment to the Second Amended and Restated Saga Communications, Inc. 2005 Incentive Compensation Plan (as amended, the “Second Restated 2005 Plan”). This plan was first approved in 2005, and subsequently re-approved in 2010 and 2013. The 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 allowed 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 was allowed to be issued under the Second Restated 2005 Plan was not to exceed 370,000 shares of Class B Common Stock, or 990,000 shares of Class A Common Stock of which up to 620,000 shares of Class A Common Stock were to be issued pursuant to incentive stock options and 370,000 shares of Class A Common Stock were to be issued upon conversion of Class B Common Stock. Awards denominated in Class A Common Stock were to be granted to any employee or director under the Second Restated 2005 Plan. Upon the passing of Mr. Christian, we no longer have any holders of Class B Common Stock, as those awards denominated in Class B Common Stock were only able to be granted to Mr. Christian. Stock options granted under the Second Restated 2005 Plan were to be for terms not exceeding ten (10) years from the date of grant and could not be exercised at a price which was less than 100% of the fair market value of shares at the date of grant . 2023 Incentive Compensation Plan On May 8, 2023, our shareholders approved the 2023 Incentive Compensation Plan (the “2023 Plan”). The 2023 Plan replaces the Second Restated 2005 Plan. The Board of Directors does not intend to make any further awards under the Second Restated 2005 Plan. However, each outstanding award under the Second Restated 2005 Plan will remain outstanding under the Second Restated 2005 Plan and will continue to be governed under its terms and any applicable award agreement. The 2023 Plan allows for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards, including cash to eligible employees and non-employee directors of the Company and its subsidiaries. The number of shares of Common Stock that may be issued under the 2023 Plan may not exceed 600,000 shares of Class A Common Stock. The Form of Restricted Stock Option Agreements for Employees and Directors under the 2023 Plan have been filed as exhibits to this Form 10-Q are incorporated by reference. Stock-Based Compensation All stock options granted were fully vested and expensed at December 31, 2012; therefore, there was no compensation expense related to stock options for the three months ended March 31, 2024 and 2023, respectively. There were no stock options granted during 2024 or 2023 and there were no stock options outstanding as of March 31, 2024. All outstanding stock options were exercised in 2017. The following summarizes the restricted stock transactions for the three months ended March 31, 2024: Weighted Average Grant Date Fair Shares Value Outstanding at January 1, 2024 193,529 $ 22.36 Vested — — Forfeited — — Non-vested and outstanding at March 31, 2024 193,529 $ 22.36 For the three months ended March 31, 2024 and 2023, we had |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Long-Term Debt. | |
Long-Term Debt | 10. Long-Term Debt The Company has no debt outstanding at December 31, 2023 or March 31, 2024. On December 19, 2022, we entered into a Third Amendment to our Credit Facility, (the “Third Amendment”), which extended the maturity date to December 19, 2027, reduced the lenders to JPMorgan Chase Bank, N.A., and the Huntington National Bank (the “Lenders”), established an interest rate equal to the secured overnight financing rate (“SOFR”) as administered by the SOFR Administrator (currently established as the Federal Reserve Bank of New York) as the interest base and increased the basis points. We have pledged substantially all of our assets (excluding our FCC licenses and certain other assets) in support of the Credit Facility and each of our subsidiaries has guaranteed the Credit Facility and has pledged substantially all of their assets (excluding their FCC licenses and certain other assets) in support of the Credit Facility. Approximately $266,000 of debt issuance costs related to the Credit Facility were capitalized and are being amortized over the life of the Credit Facility. These debt issuance costs are included in other assets, net in the consolidated balance sheets. As a result of the Second Amendment to our Credit Facility (the “Second Amendment”), the Company incurred an additional of transaction fees related to the Credit Facility that were capitalized. As a result of the Third Amendment, the Company incurred an additional 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 SOFR (5.34% at March 31, 2024), plus 1% to 2% or the base rate plus 0% to 1% . The spread over SOFR 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 per annum payable to the issuing bank. Under the Third Amendment, we now pay quarterly commitment fees of Credit Facility. We previously paid quarterly commitment fees of The Credit Facility contains a number of financial covenants (all of which we were in compliance with at March 31, 2024) 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 have approximately $50 million of unused borrowing capacity under the Revolving Credit Facility at both March 31, 2024 and December 31, 2023. |
Litigation
Litigation | 3 Months Ended |
Mar. 31, 2024 | |
Litigation | |
Litigation | 11. Litigation From time to time, the Company may be involved in various legal proceedings that are incidental to the Company’s business. In management’s opinion, the Company is not a party to any current legal proceedings that are material to its financial condition, either individually or in the aggregate. |
Dividends
Dividends | 3 Months Ended |
Mar. 31, 2024 | |
Dividends | |
Dividends | 12. Dividends During 2024, the Company’s Board of Directors declared a quarterly cash dividend and a variable cash dividend on its Class A Common Stock. These dividends totaling approximately During 2023, our Board of Directors declared four quarterly cash dividends and one special dividend totaling $3.00 per share on our Class A shares. These dividends totaling approximately million were accrued or paid during 2023. The Company currently intends to declare regular quarterly cash dividends as well as variable dividends in accordance with the terms of its variable dividend policy. As previously reported, our Board adopted a variable dividend policy for the allocation of available cash aligned with the goals of maintaining a strong balance sheet, increasing cash returns to shareholders, and continuing to grow the Company through strategic acquisitions. The Company may also declare special dividends and implementation of stock buybacks in future periods. The declaration and payment of any future dividend, whether fixed, special, or based on the variable policy, or the implementation of any stock buyback program will remain at the full discretion of the Board and will depend on the Company’s financial results, cash requirements, future expectations, and other pertinent factors. |
Other Income
Other Income | 3 Months Ended |
Mar. 31, 2024 | |
Other Income | |
Other Income | 13. Other Income |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies | |
Commitments and Contingencies | 14. Commitments and Contingencies As previously disclosed Mr. Christian passed away on August 19, 2022. As a result of his passing the Company was required to make several payments to his estate as outlined in his employment agreement, as described in our annual report on Form 10-K for the year ended December 31, 2022. In accordance with ASC 712-10-25, Nonretirement Postemployment Benefits we accrued all necessary expenses as of September 30, 2022. However, under the agreement, the Company will be responsible to pay the estate’s income tax obligation relating to the payout of the life insurance policy. The estimate of the possible loss related to that tax obligation cannot be made at this time due to uncertainties related to the timing of the transfer. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for annual financial statements. In our opinion, the accompanying financial statements include all adjustments of a normal, recurring nature considered necessary for a fair presentation of our financial position as of March 31, 2024 and the results of operations for the three months ended March 31, 2024 and 2023. Results of operations for three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. We own or operate broadcast properties in 27 markets, including 79 FM and 31 AM radio stations and 78 metro signals. For further information, refer to the consolidated financial statements and footnotes thereto included in the Saga Communications, Inc. (the “Company”) annual report on Form 10-K for the year ended December 31, 2023. We have evaluated events and transactions occurring subsequent to the balance sheet date of March 31, 2024, for items that should potentially be recognized in these financial statements or discussed within the notes to these 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 March 31, 2024 2023 (In thousands, except per share data) Numerator: Net (loss) income $ (1,577) $ 920 Less: Income (loss) allocated to unvested participating securities (50) 14 Net (loss) income available to common shareholders $ (1,527) $ 906 Denominator: Denominator for basic earnings per share — weighted average shares 6,063 6,028 Effect of dilutive securities: Common stock equivalents — — Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions 6,063 6,028 Earnings (loss) per share: Basic $ (0.25) $ 0.15 Diluted $ (0.25) $ 0.15 There were no stock options outstanding that had an antidilutive effect on our earnings per share calculation for the three months ended March 31, 2024 and 2023, respectively. The actual effect of these shares, if any, on the diluted earnings per share calculation will vary significantly depending on the fluctuation in the stock price. |
Financial Instruments | Financial Instruments We account for marketable securities in accordance with ASC 320, “ Investments – Debt Securities, ” which require that certain debt securities be classified into one of three categories: held-to-maturity, available-for-sale, or trading securities, and depending upon the classification, value the security at amortized cost or fair market value. At March 31, 2024 and December 31, 2023, we have recorded million, respectively, of held-to-maturity U.S. Treasury Bills at amortized cost basis that have a fair market value of million, respectively. Our held-to-maturity U.S. Treasury Bills currently all have original maturity dates ranging from April 2024 to July 2024. Our financial instruments are comprised of cash and cash equivalents, short-term investments, 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 secured overnight finance rate (“SOFR”), prime rate or have been reset at the prevailing market rate at March 31, 2024. |
Allowance for Credit Losses | Allowance for Credit Losses A provision for credit losses is recorded based on our judgment of collectability of receivables. Amounts are written off when determined to be fully uncollectible. Delinquent accounts are based on contractual terms. We maintain a specific allowance for estimated losses resulting from the inability of certain customers to make required payments. We also consider factors external to the specific customer, including current conditions and forecasts of economic conditions, including the potential impact of uncertain economic conditions. In the event we recover amounts previously written off, we will reduce the specific allowance for credit loss. Our allowance for credit losses was |
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 and permanent differences related to executive compensation. We have historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. |
Segments | Segments We serve twenty-seven radio markets (reporting units) that aggregate into one operating segment (Radio), which also qualifies as a reportable segment. We operate under reportable business segment for which segment disclosure is consistent with the management decision-making process that determines the allocation of resources and the measuring of performance. The Chief Operating Decision Maker (“CODM”) evaluates the results of the radio operating segment and makes operating and capital investment decisions based at the Company level. Furthermore, technological enhancements and system integration decisions are reached at the Company level and applied to all markets rather than to specific or individual markets to ensure that each market has the same tools and opportunities as every other market. Managers at the market level do not report to the CODM and instead report to other senior management, who are responsible for the operational oversight of radio markets and for communication of results to the CODM. We continually review our operating segment classification to align with operational changes in our business and may make changes as necessary. |
Time Brokerage Agreements/Local Marketing Agreements | Time Brokerage Agreements/Local Marketing Agreements We have entered into Time Brokerage Agreements (“TBAs”) or Local Marketing Agreements (“LMAs”) in certain markets. In a typical TBA/LMA, the FCC licensee of a station makes available, for a fee, blocks of air time on its station to another party that supplies programming to be broadcast during that air time and sells their own commercial advertising announcements during the time periods specified. Revenue and expenses related to TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Statements of Income. Assets and liabilities related to the TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Balance Sheets. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Schedule of computation of basic and diluted earnings per share | Three Months Ended March 31, 2024 2023 (In thousands, except per share data) Numerator: Net (loss) income $ (1,577) $ 920 Less: Income (loss) allocated to unvested participating securities (50) 14 Net (loss) income available to common shareholders $ (1,527) $ 906 Denominator: Denominator for basic earnings per share — weighted average shares 6,063 6,028 Effect of dilutive securities: Common stock equivalents — — Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions 6,063 6,028 Earnings (loss) per share: Basic $ (0.25) $ 0.15 Diluted $ (0.25) $ 0.15 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue | |
Schedule of disaggregation of revenue | Revenues from contracts with customers comprised the following for three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 (in thousands) Types of Revenue Broadcast Advertising Revenue, net $ 20,482 $ 21,468 Digital Advertising Revenue 2,449 1,910 Other Revenue 1,733 1,926 Net Revenue $ 24,664 $ 25,304 |
Common Stock and Treasury Sto_2
Common Stock and Treasury Stock (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Common Stock and Treasury Stock | |
Schedule of Stock by Class | The following summarizes information relating to the number of shares of our common stock issued in connection with stock transactions through March 31, 2024: Common Stock Issued Class A Class B (Shares in thousands) Balance, January 1, 2023 7,867 — Issuance of restricted stock 140 — Balance, December 31, 2023 8,007 — Balance, March 31, 2024 8,007 — |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Schedule of Minimum Annual Rental Commitments | We have no financing leases and minimum annual rental commitments under non-cancellable operating leases consisted of the following at March 31, 2024 (in thousands): Years Ending December 31, 2024 (a) $ 1,321 2025 1,689 2026 1,468 2027 1,277 2028 863 Thereafter 1,582 Total lease payments (b) 8,200 Less: Interest (c) 1,353 Present value of lease liabilities (d) $ 6,847 (a) Remaining payments are for the nine-months ending December 31, 2024. (b) Lease payments include options to extend lease terms that are reasonably certain of being exercised. There were no legally binding minimum lease payments for leases signed but not yet commenced at March 31, 2024. (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 6.3 years and 5.5% , respectively, at March 31, 2024. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stock-Based Compensation | |
Summary of restricted stock transactions | The following summarizes the restricted stock transactions for the three months ended March 31, 2024: Weighted Average Grant Date Fair Shares Value Outstanding at January 1, 2024 193,529 $ 22.36 Vested — — Forfeited — — Non-vested and outstanding at March 31, 2024 193,529 $ 22.36 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Narrative) (Details) | 3 Months Ended | ||
Mar. 31, 2024 USD ($) item segment $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of market serving | item | 27 | ||
Number of FM radio stations | item | 79 | ||
Number of AM radio stations | 31 | ||
Number of metro signals | 78 | ||
Antidilutive securities excluded from computation of earnings per share, amount | shares | 0 | 0 | |
Debt securities, held to maturity | $ 8,600,000 | $ 10,600,000 | |
Securities at fair value | 8,600,000 | 10,600,000 | |
Allowance for credit losses | $ 913,000 | $ 618,000 | |
Number of Radio Markets | item | 27 | ||
Dividends declared per share (in dollars per share) | $ / shares | $ 0.85 | $ 0.25 | |
Cash dividends paid | $ 14,068,000 | $ 13,754,000 | |
Number of operating segments | segment | 1 | ||
Number of reportable segments | segment | 1 | ||
Customer relationships | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Useful life | 3 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Basic and diluted earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net (loss) income | $ (1,577) | $ 920 |
Less: Income (loss) allocated to unvested participating securities | (50) | 14 |
Net (loss) income available to common shareholders | $ (1,527) | $ 906 |
Denominator: | ||
Denominator for basic earnings per share - weighted average shares | 6,063,000 | 6,028,000 |
Effect of dilutive securities: | ||
Common stock equivalents | 0 | 0 |
Denominator for diluted earnings per share - adjusted weighted-average shares and assumed conversions | 6,063,000 | 6,028,000 |
Earnings (loss) per share: | ||
Basic (in dollars per share) | $ (0.25) | $ 0.15 |
Diluted earnings (loss) per share: | ||
Diluted (in dollars per share) | $ (0.25) | $ 0.15 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 0 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue. | ||
Net revenue | $ 24,664 | $ 25,304 |
Remaining performance obligations on leases one year or less exemption | true | |
Broadcast Advertising Revenue, Net | ||
Revenue. | ||
Net revenue | $ 20,482 | 21,468 |
Digital Advertising Revenue | ||
Revenue. | ||
Net revenue | 2,449 | 1,910 |
Other Revenue | ||
Revenue. | ||
Net revenue | $ 1,733 | $ 1,926 |
Broadcast Licenses, Goodwill _2
Broadcast Licenses, Goodwill and Other Intangible Assets (Details) | Mar. 31, 2024 |
Favorable lease agreements | Minimum | |
Finite-lived intangible asset, useful life | 5 years |
Favorable lease agreements | Maximum | |
Finite-lived intangible asset, useful life | 26 years |
Other intangibles | Minimum | |
Finite-lived intangible asset, useful life | 1 year |
Other intangibles | Maximum | |
Finite-lived intangible asset, useful life | 15 years |
Customer relationships | |
Finite-lived intangible asset, useful life | 3 years |
Common Stock and Treasury Sto_3
Common Stock and Treasury Stock - (Narrative) (Details) $ / shares in Units, $ in Millions | 3 Months Ended | |||
Aug. 19, 2022 item director shares | Mar. 31, 2024 USD ($) item director $ / shares shares | Mar. 31, 2023 $ / shares shares | Dec. 31, 2023 director | |
Common Stock [Line Items] | ||||
Dividends declared per share (in dollars per share) | $ / shares | $ 0.85 | $ 0.25 | ||
Number of board of directors | director | 8 | 8 | ||
Former Shareholder | ||||
Common Stock [Line Items] | ||||
Percentage of voting interest held | 65% | |||
Number of votes per share of common stock | 10 | |||
Dividends declared per share (in dollars per share) | $ / shares | $ 0 | |||
Cash dividend paid | $ / shares | $ 0 | |||
Class A Common Stock | ||||
Common Stock [Line Items] | ||||
Number of votes per share of common stock | 1 | |||
Percentage of directors to be elected | 25% | |||
Class A Common Stock | Former Shareholder | ||||
Common Stock [Line Items] | ||||
Number of directors elected | director | 2 | |||
Estate Ownership Percentage | 16% | |||
Class A Common Stock | Stock Buy-Back Program | ||||
Common Stock [Line Items] | ||||
Share repurchase program, authorized amount | $ | $ 75.8 | |||
Stock repurchase program, remaining authorization amount | $ | $ 18 | |||
Stock repurchased during period shares | shares | 0 | 0 | ||
Class B Common Stock | ||||
Common Stock [Line Items] | ||||
Number of votes per share of common stock | 10 | |||
Class B Common Stock | Former Shareholder | ||||
Common Stock [Line Items] | ||||
Number of votes per share of common stock | 1 | |||
Common stock, shares issued (in shares) | shares | 0 |
Common Stock and Treasury Sto_4
Common Stock and Treasury Stock - information relating to the number of shares of our common stock issued (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2023 shares | |
Class A Common Stock | |
Common Stock [Line Items] | |
Balance (in shares) | 7,867 |
Issuance of restricted stock | 140 |
Balance (in shares) | 8,007 |
Class B Common Stock | |
Common Stock [Line Items] | |
Balance (in shares) | 0 |
Issuance of restricted stock | 0 |
Balance (in shares) | 0 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Leases | |||
Right-of-use assets | $ 6,600,000 | $ 7,000,000 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets, Noncurrent | Other Assets, Noncurrent | |
Lease liabilities | $ 6,847,000 | $ 7,300,000 | |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current, Other Liabilities, Noncurrent | Accrued Liabilities, Current, Other Liabilities, Noncurrent | |
Payments on lease liabilities | $ 528,000 | $ 526,000 | |
Lease expense | $ 475,000 | $ 460,000 | |
Option to extend | true | ||
Weighted average remaining lease term | 6 years 3 months 18 days | ||
Weighted average discount rate | 5.50% |
Leases- Minimum Annual Rental C
Leases- Minimum Annual Rental Commitments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Minimum annual rental commitments | ||
2024 (a) | $ 1,321 | |
2025 | 1,689 | |
2026 | 1,468 | |
2027 | 1,277 | |
2028 | 863 | |
Thereafter | 1,582 | |
Total lease payments (b) | 8,200 | |
Less: Interest (c) | 1,353 | |
Present value of lease liabilities (d) | $ 6,847 | $ 7,300 |
Lessee, Operating Lease, Existence of Option to Extend [true false] | true |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Additional Information (Details) - USD ($) | Mar. 29, 2024 | Mar. 22, 2024 | Feb. 13, 2024 | Mar. 20, 2023 | Feb. 28, 2023 | Mar. 31, 2024 |
Business Acquisition [Line Items] | ||||||
Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] | Operating Income (Loss) | Operating Income (Loss) | ||||
WPVQ AM | Discontinued Operations, Disposed of by Sale | ||||||
Business Acquisition [Line Items] | ||||||
Sale of asset | $ 2,000 | |||||
Loss on sale of asset | $ 43,000 | |||||
WYSE-AM, W275CP and W248CM | Discontinued Operations, Disposed of by Sale | ||||||
Business Acquisition [Line Items] | ||||||
Sale of asset | $ 10,000 | |||||
Loss on sale of asset | $ 147,000 | |||||
FCC License for KBAI-AM | Discontinued Operations, Disposed of by Sale | ||||||
Business Acquisition [Line Items] | ||||||
Loss on disposal | $ 800,000 | |||||
FCC License for WHMO-AM | Discontinued Operations, Disposed of by Sale | ||||||
Business Acquisition [Line Items] | ||||||
Loss on disposal | $ 22,000 | |||||
Assets of WKOA (FM), WKHY (FM), WASK (FM), WXXB (FM), WASK (AM) and W269DJ from Neuhoff Communications, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Business combination consideration transferred | $ 5,300,000 | |||||
Escrow deposit | $ 250,000 |
Income taxes (Narrative) (Detai
Income taxes (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income taxes | ||
Income tax expense (benefit) | $ (580,000) | $ 350,000 |
Effective income tax rate | 26.90% | 27.60% |
Stock-Based Compensation (Narra
Stock-Based Compensation (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
May 13, 2019 | Oct. 16, 2013 | Mar. 31, 2024 | Mar. 31, 2023 | May 08, 2023 | |
Stock Based Compensation [Abstract] | |||||
Stock options exercise price description | could not be exercised at a price which was less than 100% of the fair market value of shares at the date of grant | ||||
Stock-Based Compensation expense | $ 0 | $ 0 | |||
Stock options granted | 0 | 0 | |||
Stock options outstanding | 0 | ||||
Restricted Stock | |||||
Stock Based Compensation [Abstract] | |||||
Stock-Based Compensation expense | $ 453,000 | $ 245,000 | |||
Recognized tax benefits | $ 119,000 | $ 64,000 | |||
Class A Common Stock | Stock Option | |||||
Stock Based Compensation [Abstract] | |||||
Number of shares issued | 990,000 | ||||
Class A Common Stock | Incentive Compensation Plan | |||||
Stock Based Compensation [Abstract] | |||||
Number of shares issued | 620,000 | 600,000 | |||
Class A Common Stock | Convert For Class B | |||||
Stock Based Compensation [Abstract] | |||||
Number of shares issued | 370,000 | ||||
Class B Common Stock | |||||
Stock Based Compensation [Abstract] | |||||
Increase in number of common stock shares authorized | 90,000 | ||||
Class B Common Stock | Stock Option | |||||
Stock Based Compensation [Abstract] | |||||
Number of shares issued | 370,000 |
Stock-Based Compensation (Summa
Stock-Based Compensation (Summary of Restricted Stock Transactions) (Details) - Restricted Stock | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Shares, Non-vested and Outstanding, Beginning | shares | 193,529 |
Shares, Vested | shares | 0 |
Shares, Forfeited | shares | 0 |
Shares, Non-vested and Outstanding, Ending | shares | 193,529 |
Weighted Average Grant Date Fair Value, Outstanding Beginning | $ / shares | $ 22.36 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Outstanding Ending | $ / shares | $ 22.36 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) - USD ($) | 3 Months Ended | ||
Dec. 19, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||
Long-term debt | $ 0 | $ 0 | |
Debt issuance costs capitalized | $ 266,000 | ||
Credit facility participation fee and fronting fee percentage | 0.25% | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit facility, commitment fee percentage | 0.25% | ||
Line of credit facility, remaining borrowing capacity | $ 50,000,000 | $ 50,000,000 | |
Revolving Credit Facility | SOFR | |||
Debt Instrument [Line Items] | |||
Interest rates under Credit Facility | 5.34% | ||
Minimum | Base Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 0% | ||
Minimum | SOFR | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1% | ||
Minimum | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit facility, commitment fee percentage | 0.20% | ||
Maximum | Base Rate | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 1% | ||
Maximum | SOFR | |||
Debt Instrument [Line Items] | |||
Debt instrument, basis spread on variable rate | 2% | ||
Maximum | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit facility, commitment fee percentage | 0.30% | ||
Second Amendment | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Debt issuance costs | $ 120,000 | ||
Revolving Credit Facility | Third Amendment | |||
Debt Instrument [Line Items] | |||
Debt issuance costs | $ 161,000 |
Dividends (Details)
Dividends (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) dividend $ / shares | |
Dividends | $ | $ 18.6 | |
Class A Common Stock | ||
Dividends | $ | $ 5.3 | |
Number of quarterly cash dividends declared | dividend | 4 | |
Number of special dividends declared | dividend | 1 | |
Cash and special dividend (in dollars per share) | $ / shares | $ 3 |
Other Income (Details)
Other Income (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Other (income) expense, net | |
Other Income [Line Items] | |
Reimbursements received | $ 115,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (1,577) | $ 920 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Modified | false |
Non-Rule 10b5-1 Arrangement Modified | false |