0001558370-23-004013 | 10-K | XBRL Viewer

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenue.
Revenue from Contract with Customer, Including Assessed Tax	$ 30,125	$ 29,980	$ 29,821	$ 24,967	$ 29,151	$ 28,845	$ 28,046	$ 22,301	$ 114,893	$ 108,343	$ 95,813
Revenue, Remaining Performance Obligation, Optional Exemption, Performance Obligation [true false]									true
Broadcast Advertising Revenue, Net
Revenue.
Revenue from Contract with Customer, Including Assessed Tax									$ 98,709	95,573	87,481
Digital Advertising Revenue
Revenue.
Revenue from Contract with Customer, Including Assessed Tax									7,912	6,337	3,416
Other Revenue
Revenue.
Revenue from Contract with Customer, Including Assessed Tax									$ 8,272	$ 6,433	$ 4,916

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

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+ Details

Long-Term Debt	12 Months Ended
Dec. 31, 2022
Long-Term Debt.
Long-Term Debt	4. Long-Term Debt On October 27, 2021, we used $10 million from funds generated by operations to voluntarily pay down the remaining amount on our Revolving Credit Facility and as such, have no debt outstanding at December 31, 2021 or 2022. On August 18, 2015, we entered into a credit facility (the “Credit Facility”) with JPMorgan Chase Bank, N.A., The Huntington National Bank, Citizens Bank, National Association and J.P. Morgan Securities LLC. The Credit Facility consisted 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, (the “Second Amendment”), which had first been amended on September 1, 2017, extending the revolving credit maturity date under the Credit Agreement for five years after the date of the amendment to June 27, 2023. On July 1, 2019, we elected to reduce our Revolving Credit Facility to $70 million. On May 11, 2020, as part of our reincorporation as a Florida corporation, we entered into an assumption agreement and amendment of loan documents. The amendment also included an alternative benchmark rate as a replacement to LIBOR. On November 1, 2021, we elected to further reduce our Revolving Credit Facility to $50 million. 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, 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, we incurred an additional $120,000 of transaction fees related to the Credit Facility that were capitalized. As a result of the Third Amendment, the Company incurred an additional $161,000 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 SOFR (4.3% at December 31, 2022), 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 0.25% per annum payable to the issuing bank. Under the Third Amendment, we now pay quarterly commitment fees of 0.25% per annum on the used portion of the Credit Facility. We previously paid 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 December 31, 2022) 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. After we paid down our debt and reduced our Revolving Credit Facility as noted above, we had approximately $50 million of unused borrowing capacity under the Revolving Credit Facility at December 31, 2022.

Long-Term Debt

12 Months Ended

Dec. 31, 2022

Long-Term Debt.

Long-Term Debt

4. Long-Term Debt

On October 27, 2021, we used $10 million from funds generated by operations to voluntarily pay down the remaining amount on our Revolving Credit Facility and as such, have no debt outstanding at December 31, 2021 or 2022.

On August 18, 2015, we entered into a credit facility (the “Credit Facility”) with JPMorgan Chase Bank, N.A., The Huntington National Bank, Citizens Bank, National Association and J.P. Morgan Securities LLC. The Credit Facility consisted 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, (the “Second Amendment”), which had first been amended on September 1, 2017, extending the revolving credit maturity date under the Credit Agreement for five years after the date of the amendment to June 27, 2023. On July 1, 2019, we elected to reduce our Revolving Credit Facility to $70 million. On May 11, 2020, as part of our reincorporation as a Florida corporation, we entered into an assumption agreement and amendment of loan documents. The amendment also included an alternative benchmark rate as a replacement to LIBOR. On November 1, 2021, we elected to further reduce our Revolving Credit Facility to $50 million. 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, 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, we incurred an additional $120,000 of transaction fees related to the Credit Facility that were capitalized. As a result of the Third Amendment, the Company incurred an additional $161,000 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 SOFR (4.3% at December 31, 2022), 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 0.25% per annum payable to the issuing bank. Under the Third Amendment, we now pay quarterly commitment fees of 0.25% per annum on the used portion of the Credit Facility. We previously paid 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 December 31, 2022) 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.

After we paid down our debt and reduced our Revolving Credit Facility as noted above, we had approximately $50 million of unused borrowing capacity under the Revolving Credit Facility at December 31, 2022.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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+ Details

Fair Value Measurements (Schedule of Fair Value Measurements, Recurring and Nonrecurring) (Details) - Level 1 - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Cash and cash equivalents	$ 36,802	$ 54,760
Short-term investments	$ 10,090

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2022	Mar. 03, 2023	Jun. 30, 2022
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Amendment Flag	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
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
Trading Symbol	SGA
Security Exchange Name	NASDAQ
Entity Well Known Seasoned Issuer	No
Entity Voluntary Filers	No
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 Public Float			$ 125,073,852
ICFR Auditor Attestation Flag	true
Entity Common Stock, Shares Outstanding		6,123,529
Auditor Name	UHY LLP
Auditor Firm ID	1195
Auditor Location	Sterling Heights, Michigan
Entity Central Index Key	0000886136
Current Fiscal Year End Date	--12-31
Document Transition Report	false

Stock-Based Compensation

12 Months Ended

Dec. 31, 2022

Stock-Based Compensation

Stock-Based Compensation

7. 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 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. 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 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.

On March, 1, 2023, our Board of Directors approved the 2023 Incentive Compensation Plan to be approved by our shareholders at our Annual Meeting in May 2023.

Stock-Based Compensation

Our stock-based compensation expense is measured and recognized for all stock-based awards to employees using the estimated fair value of the award. Compensation expense is recognized over the period during which an employee is required to provide service in exchange for the award. For these awards, we have recognized compensation expense using a straight-line amortization method. Accounting guidance requires that stock-based compensation expense be based on awards that are ultimately expected to vest; therefore stock-based compensation has been adjusted for estimated forfeitures. When estimating forfeitures, we consider voluntary termination behaviors as well as trends of actual option forfeitures.

All stock options were fully vested and expensed at December 31, 2012, therefore there was no compensation expense related to stock options for the years ended December 31, 2022, 2021 and 2020. We calculated the fair value of each option award on the date of grant using the Black-Scholes option pricing model. The estimated expected volatility, expected term of options and estimated annual forfeiture rate were determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant.

There were no options granted during 2022, 2021 and 2020 and there were no stock options outstanding as of December 31, 2022.

The following summarizes the restricted stock transactions for the year ended December 31:


		Weighted
		Average
		Grant Date
	Shares	Fair Value

Outstanding at January 1, 2020	128,224	$	34.66
Granted	—		-
Vested	(62,137)		36.50
Forfeited/canceled/expired	(2,332)		33.65
Outstanding at December 31, 2020	63,755	$	32.90
Granted	77,913		23.00
Vested	(41,059)		33.85
Forfeited/canceled/expired	—		—
Outstanding at December 31, 2021	100,609	$	24.85
Granted	66,274		28.70
Vested	(75,763)		25.45
Forfeited/canceled/expired	—		—
Non-vested and outstanding at December 31, 2022	91,120	$	27.15
Weighted average remaining contractual life (in years)	2.6

The weighted average grant date fair value of restricted stock that granted during 2022 and 2021 was $1,902,000 and $1,792,000, respectively. There were no restricted stock grants awarded in 2020. The net value of unrecognized compensation cost related to unvested restricted stock awards aggregated $2,397,000, $2,354,000 and $1,896,000 at December 31, 2022, 2021 and 2020, respectively.

For the years ended December 31, 2022, 2021 and 2020 we had $1,858,000, $1,335,000 and $2,221,000, respectively, of total compensation expense related to restricted stock-based arrangements. The expense is included in corporate general and administrative expenses in our results of operations. The associated tax benefit recognized for the years ended December 31, 2022, 2021 and 2020 was $149,000, $121,000 and $235,000, respectively.

Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash paid during the period for:
Interest	$ 145	$ 253	$ 311
Income taxes	4,160	3,450	1,099
Non-cash transactions:
Barter revenue	2,431	2,125	2,014
Barter expense	2,477	2,124	1,881
Acquisition of property and equipment	2		6
Use of treasury shares for 401(k) match	$ 249	$ 221	$ 250

Acquisitions and Dispositions

12 Months Ended

Dec. 31, 2022

Acquisitions and Dispositions

Acquisitions and Dispositions

9. Acquisitions and Dispositions

We actively seek and explore opportunities for expansion through the acquisition of additional broadcast properties. The consolidated statements of income include the operating results of the acquired stations from their respective dates of acquisition. All acquisitions were accounted for as purchases and, accordingly, the total purchase consideration was allocated to the acquired assets and assumed liabilities based on their estimated fair values as of the acquisition dates. The excess of the consideration paid over the estimated fair value of net assets acquired have been recorded as goodwill. The Company accounts for acquisition under the provisions of FASB ASC Topic 805, Business Combinations.

Management assigned fair values to the acquired property and equipment through a combination of cost and market approaches based upon each specific asset’s replacement cost, with a provision for depreciation, and to the acquired intangibles, primarily an FCC license, based on the Greenfield valuation methodology, a discounted cash flow approach.

2022 Acquisitions

On July 12, 2021, we entered into an agreement to acquire WIZZ-AM and a translator from P. & M. Radio for $61,800 of which $5,000 was paid in 2021 and the remainder was paid on April 6, 2022 when we closed on the transaction. Management attributes the goodwill recognized in the acquisition to the power of the existing brands in the Greenfield, Massachusetts market as well as synergies and growth opportunities expected through the combination with the Company’s existing stations. The translators are start-up stations and therefore, have no pro forma revenue and expenses.

2021 Acquisitions

On January 8, 2021, the Company closed on an agreement to purchase WBQL and W288DQ from Consolidated Media, LLC, for an aggregate purchase price of $175,000, of which $25,000 was paid in 2020 and the remaining $150,000 paid in 2021. Management attributes the goodwill recognized in the acquisition to the power of the existing brands in the Clarksville, Tennessee market as well as synergies and growth opportunities expected through the combination with the Company’s existing stations. The translators are start-up stations and therefore, have no pro forma revenue and expenses.

2020 Acquisitions

On January 2, 2020, we closed on an agreement to purchase W295BL from Basic Holdings, LLC, for an aggregate purchase price of $200 thousand, of which $10 thousand was paid in 2019 and the remaining $190 thousand paid in 2020. Management attributes the goodwill recognized in the acquisition to the power of the existing brands in the Manchester, New Hampshire market as well as synergies and growth opportunities expected through the combination with our existing stations. The translators are start-up stations and therefore, have no pro forma revenue and expenses.

Condensed Consolidated Balance Sheet of 2022 and 2021 Acquisitions:

The following condensed balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2022 and 2021 acquisitions at their respective acquisition dates.

Condensed Consolidated Balance Sheet of 2022 and 2021 Acquisitions


	Acquisitions in
	2022		2021

	(In thousands)
Assets Acquired:
Property and equipment	$	5	$	3
Other assets:
Broadcast licenses		30		69
Goodwill		27		103
Total other assets		57		172
Total assets acquired		62		175
Liabilities Assumed:
Current liabilities		—		—
Total liabilities assumed		—		—
Net assets acquired	$	62	$	175

Summary of Significant Accounting Policies - Allowance for doubtful accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Summary of Significant Accounting Policies
Balance at Beginning of Period	$ 519	$ 469	$ 648	$ 671
Charged to Costs and Expenses	408	56	420
Write Off of Uncollectible Accounts, Net of Recoveries	(358)	(235)	(443)
Balance at End of Period	$ 519	$ 469	$ 648	$ 671

Revenue

12 Months Ended

Dec. 31, 2022

Revenue

Revenue

2. 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 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

The following table presents revenues disaggregated by revenue source:


	Years Ended
	December 31,
	2022		2021		2020

	(in thousands)
Types of Revenue
Broadcast Advertising Revenue, net	$	98,709	$	95,573	$	87,481
Digital Advertising Revenue		7,912		6,337		3,416
Other Revenue		8,272		6,433		4,916
Net Revenue	$	114,893	$	108,343	$	95,813

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 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 Consolidated Financial Statements and are immaterial.

Transaction Price Allocated to the Remaining Performance Obligations

As the majority of our contracts are one year or less, we have utilized the optional exemption under ASC 606-10-50-14 and will not disclose information about the remaining performance obligations for contracts which have original expected durations of one year or less.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Quarterly Results of Operations (Unaudited)

12 Months Ended

Dec. 31, 2022

Quarterly Results of Operations (Unaudited)

Quarterly Results of Operations (Unaudited)

14. Quarterly Results of Operations (Unaudited)


	March 31,				June 30,				September 30,				December 31,
	2022		2021		2022		2021		2022		2021		2022		2021

	(in thousands, except per share data)
Net operating revenue	$	24,967	$	22,301	$	29,821	$	28,046	$	29,980	$	28,845	$	30,125	$	29,151
Station operating expenses		20,568		18,923		21,786		21,017		22,295		21,690		22,888		21,615
Corporate G&A		2,694		2,438		2,609		2,494		6,667		2,538		2,330		2,570
Other operating expense (income), net		(5)		57		45		(80)		(37)		(2)		(17)		32
Operating income (loss)		1,710		883		5,381		4,615		1,055		4,619		4,924		4,934
Other (income) expenses:
Interest expense		32		73		32		72		32		73		34		66
Interest (income)		(4)		(6)		(49)		(4)		(134)		(4)		(223)		(2)
Other (income) expense		(2)		(272)		—		(31)		(34)		(279)		(616)		(52)
Income before income taxes		1,684		1,088		5,398		4,578		1,191		4,829		5,729		4,922
Income tax provision (benefit)		480		330		1,575		1,325		1,295		1,375		1,450		1,230
Net income (loss)	$	1,204	$	758	$	3,823	$	3,253	$	(104)	$	3,454	$	4,279	$	3,692

Basic earnings(loss) per share	$	0.20	$	0.13	$	0.63	$	0.54	$	(0.01)	$	0.58	$	0.70	$	0.60
Weighted average common shares		5,948		5,913		5,952		5,917		5,961		5,917		6,013		5,922

Diluted earnings (loss) per share	$	0.20	$	0.13	$	0.63	$	0.54	$	(0.01)	$	0.58	$	0.70	$	0.60
Weighted average common and common equivalent shares		5,948		5,913		5,952		5,917		5,961		5,917		6,013		5,922

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Allowance for accounts receivable	$ 519	$ 469
Accumulated amortization on other intangibles, deferred costs and investments	$ 15,944	$ 15,906
Preferred Stock, Shares Authorized	1,500	1,500
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Treasury stock, shares (in shares)	1,753	1,758
Class A Common Stock
Common Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common Stock, Shares Authorized	35,000	35,000
Common Stock, Shares, Issued	7,866	6,835
Class B Common Stock
Common Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common Stock, Shares Authorized	3,500	3,500
Common Stock, Shares, Issued	0	965

Income Taxes (Significant components of the provision for income taxes) (Details) - USD ($)	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current:
Federal									$ 2,800,000	$ 3,080,000	$ 850,000
State									1,065,000	985,000	400,000
Total current									3,865,000	4,065,000	1,250,000
Deferred income tax expense (benefit)									935,000	195,000	(545,000)
Total Income Tax Provision	$ 1,450,000	$ 1,295,000	$ 1,575,000	$ 480,000	$ 1,230,000	$ 1,375,000	$ 1,325,000	$ 330,000	$ 4,800,000	$ 4,260,000	$ 705,000

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Summary of Significant Accounting Policies (Narrative) (Details)							12 Months Ended
	Dec. 07, 2022 USD ($) $ / shares	Sep. 20, 2022 USD ($) $ / shares	Jun. 06, 2022 USD ($) $ / shares	Mar. 01, 2022 USD ($) $ / shares	Dec. 14, 2021 $ / shares	Mar. 04, 2020 USD ($) $ / shares	Dec. 31, 2022 USD ($) segment $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2022	Dec. 31, 2022 item	Dec. 31, 2019 USD ($)	Mar. 31, 2013 USD ($)	Feb. 28, 2013 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Number of market serving										27	27
Number of FM radio stations							79
Number of AM radio stations							34
Number of metro signals							80
Antidilutive securities excluded from computation of earnings per share, amount \| shares							0	0	0
Time deposits							$ 0	$ 0
Securities at amortized cost							10,100,000
Securities at fair value							10,000,000
Marketable securities								0
Amortization of debt issuance costs							10,000	37,000	$ 40,000
Write-off of debt issuance costs							10,000	37,000	$ 40,000
Net book value of deferred costs							$ 166,000	$ 17,000
Treasury stock shares acquired \| shares							6,044	16,577	24,255
Treasury stock acquired, average cost per share \| $ / shares							$ 24.27	$ 26.25	$ 18.51
Dividend paid						$ 1,900,000
Number of broadcast licenses										113
Allowance for doubtful accounts receivable							$ 519,000	$ 469,000	$ 648,000			$ 671,000
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
Continuing Operations [Member]
Summary Of Significant Accounting Policies [Line Items]
Depreciation							$ 5,133,000	5,362,000	5,711,000
Advertising and promotion costs							$ 1,646,000	$ 1,396,000	$ 985,000
Revenue from Rights Concentration Risk \| Revenue Benchmark \| Top Five Markets
Summary Of Significant Accounting Policies [Line Items]
Concentration risk, market risk							38.00%	39.00%	40.00%
Common Class A and Common Class B
Summary Of Significant Accounting Policies [Line Items]
Cash dividend paid \| $ / shares			$ 0.20	$ 0.16	$ 0.50	$ 0.32
Dividend paid			$ 1,200,000	$ 970,000
Class A Common Stock
Summary Of Significant Accounting Policies [Line Items]
Cash dividend paid \| $ / shares	$ 0.25	$ 0.25
Dividend paid	$ 13,800,000	$ 13,600,000
Stock repurchase program, remaining authorization amount							$ 18,200,000
Dividends Payable, Amount Per Share \| $ / shares	$ 2.00	$ 2.00
Minimum \| Lease Agreements
Summary Of Significant Accounting Policies [Line Items]
Useful life							1 year
Minimum \| Other intangibles
Summary Of Significant Accounting Policies [Line Items]
Useful life							1 year
Minimum \| Class A Common Stock
Summary Of Significant Accounting Policies [Line Items]
Share repurchase program, authorized amount														$ 60,000,000
Maximum \| Lease Agreements
Summary Of Significant Accounting Policies [Line Items]
Useful life							26 years
Maximum \| Other intangibles
Summary Of Significant Accounting Policies [Line Items]
Useful life							15 years
Maximum \| Class A Common Stock
Summary Of Significant Accounting Policies [Line Items]
Share repurchase program, authorized amount													$ 75,800,000

Broadcast Licenses, Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2022

Broadcast Licenses, Goodwill and Other Intangible Assets

Changes to broadcast licenses

We have recorded the changes to broadcast licenses for the years ended December 31, 2022 and 2021 as follows:


	Total
	(in thousands)

Balance at January 1, 2021	$	90,208
Acquisitions		69
Balance at December 31, 2021	$	90,277
Acquisitions		30
Balance at December 31, 2022	$	90,307

Key estimates and assumptions used in the impairment test


	Fourth		Fourth		Year
	Quarter		Quarter		Ended
	2022		2021		2020
Discount rates	9.5	%	12.3% - 12.6	%	12.6% - 13.0	%
Operating profit margin ranges	17.8% - 36.4	%	17.8% - 36.4	%	17.8% - 36.4	%
Market long-term revenue growth rates	1.0% - 2.0	%	0.2% - 2.6	%	0.2% - 2.9	%

Changes to Goodwill

We have recorded the changes to goodwill for each of the years ended December 31, 2022 and 2021 as follows:


	Total
	(in thousands)

Balance at January 1, 2021	$	19,106
Acquisitions		103
Balance at December 31, 2021	$	19,209
Acquisitions		27
Balance at December 31, 2022	$	19,236

Amortizable intangible assets

We have recorded amortizable intangible assets at December 31, 2022 as follows:


	Gross
	Carrying		Accumulated		Net
	Amount		Amortization		Amount

	(In thousands)
Non-competition agreements	$	3,861	$	3,861	$	—
Favorable lease agreements		5,965		5,624		341
Customer relationships		4,660		4,660		—
Other intangibles		1,829		1,799		30
Total amortizable intangible assets	$	16,315	$	15,944	$	371

We have recorded amortizable intangible assets at December 31, 2021 as follows:


	Gross
	Carrying		Accumulated		Net
	Amount		Amortization		Amount

	(In thousands)
Non-competition agreements	$	3,861	$	3,861	$	—
Favorable lease agreements		5,965		5,597		368
Customer relationships		4,660		4,660		—
Other intangibles		1,829		1,788		41
Total amortizable intangible assets	$	16,315	$	15,906	$	409

Fair Value Measurements (Narrative) (Details) - USD ($)	3 Months Ended		12 Months Ended
Fair Value Measurements (Narrative) (Details) - USD ($)	Sep. 30, 2020	Jun. 30, 2020	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Broadcast licenses, net			$ 90,208,000	$ 90,307,000	$ 90,277,000
Impairment of intangible assets	$ 1,400,000	$ 3,800,000	5,149,000
Licensing Agreements
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Broadcast licenses, net			51,448,000
Licensing Agreements \| Non-Recurring Fair Value Measurements
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of broadcast licenses			$ 46,299,000

Commitments and Contingencies (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Minimum annual rental commitments
2023	$ 1,829
2024	1,696
2025	1,302
2026	1,071
2027	870
Thereafter	1,225
Total lease payments	7,993
Less: Interest	1,165
Present value of lease liabilities	$ 6,828	$ 6,400

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net income (loss)	$ 9,202,000	$ 11,157,000	$ (1,913,000)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	5,171,000	5,749,000	6,524,000
Deferred income tax expense (benefit)	935,000	195,000	(545,000)
Impairment of intangible assets			5,149,000
Amortization of deferred costs	10,000	37,000	40,000
Compensation expense related to restricted stock awards	1,858,000	1,335,000	2,221,000
(Gain) loss on sale of assets, net	(14,000)	7,000	(1,247,000)
(Gain) on insurance claims	(534,000)	(589,000)	(233,000)
Other (gain) loss, net	(118,000)	(45,000)
Barter (revenue) expense, net	46,000	(2,000)	(133,000)
Deferred and other compensation	1,425,000	(215,000)	463,000
Changes in assets and liabilities:
(Increase) decrease in receivables and prepaid expenses	(1,135,000)	507,000	3,016,000
Increase (decrease) in accounts payable, accrued expenses, and other liabilities	279,000	968,000	(1,254,000)
Total adjustments	7,923,000	7,947,000	14,001,000
Net cash provided by operating activities	17,125,000	19,104,000	12,088,000
Cash flows from investing activities:
Purchase of Short-term investments	(18,000,000)
Redemption of Short-term investments	8,000,000
Acquisition of property and equipment	(5,994,000)	(3,969,000)	(2,314,000)
Acquisition of broadcast properties	(57,000)	(150,000)	(190,000)
Proceeds from sale and disposal of assets	411,000	142,000	1,691,000
Proceeds from insurance claims	534,000	589,000	233,000
Other investing activities	116,000	40,000	(24,000)
Net cash used in investing activities	(14,990,000)	(3,348,000)	(604,000)
Cash flows from financing activities:
Payments on long-term debt		(10,000,000)
Cash dividends paid	(19,785,000)	(1,914,000)	(3,716,000)
Payments for debt issuance costs	(161,000)
Purchase of treasury shares	(147,000)	(435,000)	(449,000)
Net cash used in financing activities	(20,093,000)	(12,349,000)	(4,165,000)
Net increase (decrease) in cash and cash equivalents	(17,958,000)	3,407,000	7,319,000
Cash and cash equivalents, beginning of period	54,760,000	51,353,000	44,034,000
Cash and cash equivalents, end of period	$ 36,802,000	$ 54,760,000	$ 51,353,000

Acquisitions and Dispositions - Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Assets Acquired:
Property and equipment	$ 5	$ 3
Other assets:
Broadcast licenses	30	69
Goodwill	27	103
Total other assets	57	172
Total assets acquired	62	175
Liabilities Assumed:
Current liabilities	0
Total liabilities assumed	0
Net assets acquired	$ 62	$ 175

Broadcast Licenses, Goodwill and Other Intangible Assets (Changes to Goodwill) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Broadcast Licenses, Goodwill and Other Intangible Assets
Goodwill, Beginning Balance	$ 19,209	$ 19,106
Acquisitions	27	103
Goodwill, Ending Balance	$ 19,236	$ 19,209

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Fair Value Measurements

12 Months Ended

Dec. 31, 2022

Fair Value Measurements

Fair Value Measurements

13. Fair Value Measurements

As defined in ASC Topic 820, fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs to valuation methodologies used to measure fair value:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 — Unobservable inputs in which there is little or no market data available, which requires management to develop its own assumptions in pricing the asset or liability.

Our assets and liabilities disclosed at fair value are summarized below ($000’s omitted):


		Fair Value
	Fair Value	December 31,		December 31,
Financial Instrument	Hierarchy	2022		2021
Cash and cash equivalents	Level 1	$	36,802	$	54,760
Short-term investments	Level 1		10,090		—
Revolving Credit Facility	Level 2		—		—

Our financial instruments are comprised of cash and cash equivalents, short-term investments and long-term debt. The carrying value of cash and cash equivalents approximate fair value due to their short maturities. The fair value of cash and cash equivalents and short-term investments are derived from quoted market prices and are considered a level 1. Interest on the Credit Facility is at a variable rate, and as such the debt obligation outstanding approximates fair value and is considered a level 2.

Non-Recurring Fair Value Measurements

We have certain assets that are measured at fair value on a non-recurring basis under the circumstances and events described in Note 3 — Broadcast Licenses, Goodwill and Other Intangibles, and are adjusted to fair value only when the carrying values are more than the fair values.

During the fourth quarter of 2022, we reviewed the fair value of the assets that are measured at fair value on a non-recurring basis and concluded that these assets were not impaired as the fair value of these assets equaled or exceeded their carrying values.

During the fourth quarter of 2021, we reviewed the fair value of the assets that are measured at fair value on a non-recurring basis and concluded that these assets were not impaired as the fair value of these assets equaled or exceeded their carrying values.

During 2020, as a result of our interim impairment tests, we wrote down broadcast licenses with a carrying value of $51,448,000 to their fair value of $46,299,000, resulting in a non-cash impairment charge of $5,149,000, which is included in net income for the year ended December 31, 2020. The categorization of the framework used to price the assets is considered a level 3, due to the subjective nature of the unobservable inputs used to determine the fair value. (See Note 3 for the disclosure of certain key assumptions used to develop the unobservable inputs.)

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Summary of Significant Accounting Policies - Basic and diluted earnings per share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net income									$ 9,202	$ 11,157	$ (1,913)
Less: Income allocated to unvested participating securities									140	190	(21)
Net income available to common stockholders									$ 9,062	$ 10,967	$ (1,892)
Denominator:
Denominator for basic earnings per share - weighted average shares	6,013	5,961	5,952	5,948	5,922	5,917	5,917	5,913	5,973	5,917	5,871
Effect of dilutive securities:
Denominator for diluted earnings per share - adjusted weighted-average shares and assumed conversions	6,013	5,961	5,952	5,948	5,922	5,917	5,917	5,913	5,973	5,917	5,871
Earnings per share:
Basic earnings (loss) per share	$ 0.70	$ (0.01)	$ 0.63	$ 0.20	$ 0.60	$ 0.58	$ 0.54	$ 0.13	$ 1.52	$ 1.85	$ (0.32)
Diluted earnings (loss) per share
Diluted earnings (loss) per share	$ 0.70	$ (0.01)	$ 0.63	$ 0.20	$ 0.60	$ 0.58	$ 0.54	$ 0.13	$ 1.52	$ 1.85	$ (0.32)

Acquisitions and Dispositions - Additional Information (Details) - USD ($)				12 Months Ended
	Jul. 12, 2021	Jan. 08, 2021	Jan. 02, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
W295BL
Business Acquisition [Line Items]
Business Combination, Consideration Transferred, Total			$ 200,000
Payments to Acquire Businesses, Gross					$ 190,000	$ 10,000
W288DQ
Business Acquisition [Line Items]
Business Combination, Consideration Transferred, Total		$ 175,000
Payments to Acquire Businesses, Gross				$ 150,000	$ 25,000
WIZZ-Am
Business Acquisition [Line Items]
Business Combination, Consideration Transferred, Total	$ 61,800
Payments to Acquire Businesses, Gross				$ 5,000

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Nature of Business

Saga Communications, Inc. is a broadcasting company whose business is devoted to acquiring, developing and operating broadcast properties. We currently own or operated seventy-nine FM, thirty-four AM radio stations and eighty metro signals, serving twenty-seven markets throughout the United States.

Principles of Consolidation

The consolidated financial statements include the accounts of Saga Communications, Inc. and our wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Our accounting estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The accounting estimates may change as new events occur, as more experience is acquired and as more information is obtained. We evaluate and update assumptions and estimates on an ongoing basis and may use outside experts to assist in the our evaluation, as considered necessary. Actual results may differ from estimates provided and there may be changes to those estimates in the future periods.

Concentration of Risk

Certain cash deposits with financial institutions may at times exceed FDIC insurance limits.

Our top five markets when combined represented 38%, 39% and 40% of our net operating revenue for the years ended December 31, 2022, 2021 and 2020, respectively.

We sell advertising to local and national companies throughout the United States. We perform ongoing credit evaluations of our customers and generally do not require collateral. We maintain an allowance for doubtful accounts at a level which we believe is sufficient to cover potential credit losses.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and time deposits with original maturities of three months or less. We did not have any time deposits at December 31, 2022 and 2021.

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 December 31, 2022, we have recorded $10.1 million of held-to-maturity U.S. Treasury Bills at amortized cost basis that have a fair market value of $10 million. Our held-to-maturity U.S. Treasury Bills all have original maturity dates ranging from February 2023 to June 2023. We had no marketable securities at December 31, 2021.

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 financing rate (“SOFR”), prime rate or have been reset at the prevailing market rate at December 31, 2022.

Allowance for Doubtful Accounts

A provision for doubtful accounts is recorded based on our judgment of the collectability of receivables. Amounts are written off when determined to be fully uncollectible. Delinquent accounts are based on contractual terms. The activity in the allowance for doubtful accounts during the years ended December 31, 2022, 2021 and 2020 was as follows:


							Write Off of
	Balance		Charged to		Allowance		Uncollectible		Balance at
	at Beginning		Costs and		From		Accounts, Net of		End of
Year Ended	of Period		Expenses		Acquisitions		Recoveries		Period

	(in thousands)
December 31, 2022	$	469	$	408	$	—	$	(358)	$	519
December 31, 2021	$	648	$	56	$	—	$	(235)	$	469
December 31, 2020	$	671	$	420	$	—	$	(443)	$	648

Barter Transactions

Our radio stations trade air time for goods and services used principally for promotional, sales and other business activities. An asset and a liability are recorded at the fair market value of goods or services received. Barter revenue is recorded when commercials are broadcast, and barter expense is recorded when goods or services received are used.

Property and Equipment

Property and equipment are carried at cost. Expenditures for maintenance and repairs are expensed as incurred. When property and equipment is sold or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts and the gain or loss realized on disposition is reflected in earnings. Depreciation is provided using the straight-line method based on the estimated useful life of the assets. We review our property and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amounts to future undiscounted cash flows the assets are expected to generate. If the assets are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds its fair market value. We did not record any impairment of property and equipment during 2022, 2021 and 2020.

Property and equipment consisted of the following:


	Estimated		December 31,
	Useful Life		2022		2021

	(In thousands)

Land and land improvements		—	$	15,259	$	14,638
Buildings		31.5 years		40,823		38,225
Towers and antennae		7-15 years		26,992		25,918
Equipment		3-15 years		52,459		55,955
Furniture, fixtures and leasehold improvements		7-20 years		7,741		7,129
Vehicles		5 years		2,780		2,854
				146,054		144,719
Accumulated depreciation				(92,856)		(91,375)
Net property and equipment			$	53,198	$	53,344

Depreciation expense for the years ended December 31, 2022, 2021 and 2020, was $5,133,000, $5,362,000 and $5,711,000, respectively.

Intangible Assets

Intangible assets deemed to have indefinite useful lives, which include broadcast licenses and goodwill, are not amortized and are subject to impairment tests which are conducted as of October 1 of each year, or more frequently if impairment indicators arise.

We have 113 broadcast licenses serving 27 markets, which require renewal over the period of 2023-2030. In determining that the Company’s broadcast licenses qualified as indefinite-lived intangible assets, management considered a variety of factors including our broadcast licenses may be renewed indefinitely at little cost; our broadcast licenses are essential to our business and we intend to renew our licenses indefinitely; we have never been denied the renewal of an FCC broadcast license nor do we believe that there will be any compelling challenge to the renewal of our broadcast licenses; and we do not believe that the technology used in broadcasting will be replaced by another technology in the foreseeable future.

Separable intangible assets that have finite lives are amortized over their useful lives using the straight-line method. Favorable lease agreements are amortized over the leases length, ranging from one to twenty-six years. Other intangibles are amortized over one to fifteen years. Customer relationships are amortized over three years.

Deferred Costs

The costs related to the issuance of debt are capitalized and amortized to interest expense over the life of the Credit Facility. During the years ended December 31, 2022, 2021 and 2020, we recognized interest expense related to the amortization of debt issuance costs of $10,000, $37,000 and $40,000, respectively.

At December 31, 2022 and 2021 the net book value of debt issuance costs related to our line of credit was $166,000, and $17,000, respectively, and was presented in other intangibles, deferred costs and investments in our Consolidated Balance Sheets.

Leases

We determine whether a contract is or contains a lease at inception. The lease liabilities and right-of-use assets are recorded on the balance sheet for all leases with an expected term of at least one year, based on the present value of the lease payments using (1) the rate implicit in the lease or (2) our incremental borrowing rate (“IBR”). Our IBR is defined as the rate of interest we would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. We follow the accounting guidance for leases, which includes the recognition of lease expense for leases on a straight-line basis over the lease term. See Note 12 – Commitments and Contingencies for more information on Leases.

Common Stock

Our founder, Chairman, President, and former 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 65% of the combined voting power of the Company’s Common Stock based on our Class B Common Stock (together with the Class A Common Stock, collectively, the “Common Stock”) generally being entitled to ten votes per share. As a result, Mr. Christian was generally able to control the vote on most matters submitted to the vote of shareholders and, therefore, was able to direct our management and policies, except with respect to (i) the election of two Class A directors, (ii) those matters where the shares of our Class B Common Stock were only entitled to one 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 16% of the common stock outstanding. As a result, we no longer have any shares of Class B Common Stock issued or outstanding.

Treasury Stock

In March 2013, our Board of Directors authorized an increase in the amount committed to our Stock Buy-Back Program (the “Buy-Back Program”) from $60 million to $75.8 million. The Buy-Back Program allows us to repurchase our Class A Common Stock. As of December 31, 2022, we had remaining authorization of $18.2 million for future repurchases of our Class A Common Stock.

Repurchases of shares of our Common Stock are recorded as Treasury stock and result in a reduction of Shareholders’ equity. During 2022, 2021 and 2020, we acquired 6,044 shares at an average price of $24.27 per share, 16,577 shares at an average price of $26.25 per share and 24,255 shares at an average price of $18.51 per share, respectively.

Revenue Recognition

Revenue from the sale of commercial broadcast time to advertisers is recognized when commercials are broadcast. Revenue is reported net of advertising agency commissions. Agency commissions, when applicable are based on a stated percentage applied to gross billing. All revenue is recognized in accordance with the Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, Topic 13, Revenue Recognition Revised and Updated and The Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers.

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 its own commercial advertising announcements during the time periods specified. Revenue and expenses related to TBAs/LMAs are included in the accompanying Consolidated Statements of Income. Assets and liabilities related to the TBAs/LMAs are included in the accompanying Consolidated Balance Sheets.

Advertising and Promotion Costs

Advertising and promotion costs are expensed as incurred. Such costs amounted to $1,646,000, $1,396,000 and $985,000 for the years ended December 31, 2022, 2021 and 2020, respectively.

Income Taxes

The provision for income taxes is calculated using the asset and liability method, under which deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The realization of deferred tax assets is primarily dependent upon the generation of future taxable income. 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 primarily relating to executive compensation.

Dividends

On December 7, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.25 per share and a special cash dividend of $2.00 per share on its Classes A Common Stock. This dividend, totaling approximately $13,800,000, was paid on January 13, 2023 to shareholders of record on December 21, 2022 and is recorded in dividends payable in our Consolidated Balance Sheet at December 31, 2022.

On September 20, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.25 per share and a special cash dividend of $2.00 per share on its Classes A Common Stock. This dividend, totaling approximately $13,600,000, was paid on October 21, 2022 to shareholders of record on October 3, 2022.

On June 6, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.20 per share on its Classes A and B Common Stock. This dividend, totaling approximately $1,200,000, was paid to our transfer agent on June 29, 2022. The dividend was paid by our transfer agent on July 1, 2022 to shareholders of record on June 13, 2022.

On March 1, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $0.16 per share on its Classes A and B Common Stock. This dividend, totaling approximately $970,000, was paid on April 8, 2022 to shareholders of record on March 21, 2022.

On December 14, 2021, the Company’s Board of Directors declared a quarterly cash dividend of $0.16 per share and special cash dividend of $0.50 per share on its Classes A and B Common Stock. This dividend, totaling approximately $3,990,000, was paid on January 14, 2022 to shareholders of record on December 27, 2021 and was recorded in dividends payable on the Company’s Consolidated Balance sheet at December 31, 2021.

On September 28, 2021, the Company’s Board of Directors declared a quarterly cash dividend of $0.16 per share on its Classes A and B Common Stock. This dividend, totaling approximately $960,000, was paid on October 22, 2021 to shareholders of record on October 8, 2021.

On June 18, 2021, the Company’s Board of Directors declared a quarterly cash dividend of $0.16 per share on its Classes A and B Common Stock. This dividend, totaling approximately $960,000, was paid on July 16, 2021 to shareholders of record on June 30, 2021 and was recorded in dividends payable on the Company’s Condensed Consolidated Balance sheet at June 30, 2021. The Company had previously temporarily suspended the quarterly cash dividend in response to the uncertainty of the ongoing impact of COVID-19 as of June 18, 2020.

On June 18, 2020, our Board of Directors announced that it was temporarily suspending the quarterly cash dividend in response to the continued uncertainty of the ongoing impact of COVID-19.

On March 4, 2020, our Board of Directors declared a regular quarterly cash dividend of $0.32 per share on its Classes A and B Common Stock. This dividend, totaling approximately $1.9 million, was paid on April 10, 2020 to shareholders of record on March 16, 2020 and funded by cash on the Company’s balance sheet.

Stock-Based Compensation

Stock-based compensation cost for stock option awards is estimated on the date of grant using a Black-Scholes valuation model and is expensed on a straight-line method over the vesting period of the options. Stock-based compensation expense is recognized net of estimated forfeitures. The fair value of restricted stock awards is determined based on the closing market price of our Class A Common Stock on the grant date and is adjusted at each reporting date based on the amount of shares ultimately expected to vest. See Note 7 — Stock-Based Compensation for further details regarding the expense calculated under the fair value based method.

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 one reportable busines 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.

Earnings Per Share

Earnings per share is calculated using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security. We have participating securities related to restricted stock units, granted under our 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:



	Years Ended December 31,
	2022		2021		2020

	(In thousands, except per share data)
Numerator:
Net income	$	9,202	$	11,157	$	(1,913)
Less: Income allocated to unvested participating securities		140		190		(21)
Net income available to common shareholders	$	9,062	$	10,967	$	(1,892)

Denominator:
Denominator for basic earnings per share — weighted average shares		5,973		5,917		5,871
Effect of dilutive securities:
Common stock equivalents		—		—		—
Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions		5,973		5,917		5,871

Earnings per share:
Basic	$	1.52	$	1.85	$	(0.32)
Diluted	$	1.52	$	1.85	$	(0.32)

There were no stock options outstanding that had an antidilutive effect on our earnings per share calculation for the years ended December 31, 2022, 2021, and 2020, respectively. The actual effect of these shares, if any, on the diluted earnings per share calculation will vary significantly depending on fluctuations in the stock price.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands			12 Months Ended
	Sep. 28, 2021	Jun. 18, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Net operating revenue			$ 114,893,000	$ 108,343,000	$ 95,813,000
Operating expenses:
Station operating expense			87,537,000	83,245,000	81,586,000
Corporate general and administrative			14,300,000	10,040,000	11,574,000
Other operating (income) expense, net			(14,000)	7,000	(1,247,000)
Impairment of intangible assets					5,149,000
Operating Expenses			101,823,000	93,292,000	97,062,000
Operating income (loss)			13,070,000	15,051,000	(1,249,000)
Interest expense			130,000	284,000	340,000
Interest income			(410,000)	(16,000)	(148,000)
Other income			(652,000)	(634,000)	(233,000)
Income (loss) before income tax expense (benefit)			14,002,000	15,417,000	(1,208,000)
Income tax provision (benefit):
Current			3,865,000	4,065,000	1,250,000
Deferred			935,000	195,000	(545,000)
Income tax provision (benefit)			4,800,000	4,260,000	705,000
Net income (loss)			$ 9,202,000	$ 11,157,000	$ (1,913,000)
Earnings per share:
Basic earnings (loss) per share			$ 1.52	$ 1.85	$ (0.32)
Diluted earnings (loss) per share
Diluted earnings (loss) per share			$ 1.52	$ 1.85	$ (0.32)
Weighted average common shares			5,973	5,917	5,871
Weighted average common and common equivalent shares			5,973	5,917	5,871
Dividends declared per share			$ 4.86	$ 0.98	$ 0.32
Common Class A and Common Class B
Diluted earnings (loss) per share
Dividends declared per share	$ 0.16	$ 0.16

Broadcast Licenses, Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2022

Broadcast Licenses, Goodwill and Other Intangible Assets

Broadcast Licenses, Goodwill and Other Intangible Assets

3. 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.

Broadcast Licenses

We have recorded the changes to broadcast licenses for the years ended December 31, 2022 and 2021 as follows:


	Total
	(in thousands)

Balance at January 1, 2021	$	90,208
Acquisitions		69
Balance at December 31, 2021	$	90,277
Acquisitions		30
Balance at December 31, 2022	$	90,307

2022 Impairment Test

We completed our impairment annual impairment test of broadcast licenses during the fourth quarter of 2022 and determined that the fair value of the broadcast licenses was greater than the carrying value recorded for each of our markets and, accordingly, no impairment was recorded.

The following table reflects certain key estimates and assumptions used in the impairment tests during the fourth quarter ended 2022, the fourth quarter of 2021 and the year ended 2020. The ranges for operating profit margin and market long-term revenue growth rates vary by market. In general, when comparing between 2022, 2021 and 2020: (1) the market specific operating profit margin range remained relatively consistent; (2) the market long-term revenue growth rates were relatively consistent with some stabilization of rates in 2022; (3) the discount rate decreased; and (4) current year revenue projections increased with amounts previously projected for 2022.


	Fourth		Fourth		Year
	Quarter		Quarter		Ended
	2022		2021		2020
Discount rates	9.5	%	12.3% - 12.6	%	12.6% - 13.0	%
Operating profit margin ranges	17.8% - 36.4	%	17.8% - 36.4	%	17.8% - 36.4	%
Market long-term revenue growth rates	1.0% - 2.0	%	0.2% - 2.6	%	0.2% - 2.9	%

If actual market conditions are less favorable than those estimated by us or if events occur or circumstances change that would reduce the fair value of our broadcast licenses below the carrying value, we may be required to recognize additional impairment charges in future periods. Such a charge could have a material effect on our consolidated financial statements. We will continue to monitor potential triggering events and perform the appropriate analysis when deemed necessary.

2021 Impairment Test

During the fourth quarter of 2021, we completed our annual impairment test of broadcast and determined that the fair value of the broadcast licenses was greater than the carrying value recorded for each of our markets and, accordingly, no impairment was recorded.

2020 Impairment Test

Due to the impact of the COVID-19 pandemic on the U.S. economy and the related significant negative impact on our revenue for the second, third and fourth quarter of 2020 (excluding political advertising) in the majority of our markets, the Company tested its FCC License for impairment during the second quarter and again in the third quarter of 2020. Our broadcast revenue was significantly negatively impacted in the majority of the states where we operate, due to economic shutdowns and the related decline in advertising spending nationwide as most companies were making massive payroll cuts out of a necessity to survive with their revenues also significantly impacted. We experienced a significant number of cancellations of advertising on our stations, with the greatest decreases in the following industries/categories: Automotive, Entertainment, Home Improvement, Professional Services, Restaurants, and Retail. The only category where we saw an increase over the prior quarters and year to date in 2020 were political advertising and government/public service/issue advertising. We also saw significant declines in our revenue related to events, venues, travel and sports as these types of businesses have been virtually shut down. We started to see increased revenues from our low point in Q2 2020, however, throughout 2020 they were not at the previously expected recovery rate. Based on the trends we were seeing at our markets we believe that our analysis and estimates used during the third quarter 2020 analysis remained our best estimate and we did not believe any further triggering events occurred during the fourth quarter of 2020 since the date of the previous analysis that would require any additional impairment testing for broadcast licenses.

As a result of the quantitative impairment test performed as of June 30, 2020, the Company determined that the fair value of the broadcast licenses were less than the carrying amount on the balance sheet and recorded non-cash impairment charges totaling $3.8 million related to the FCC licenses in our Bucyrus, Ohio; Champaign, Illinois; Charleston, South Carolina; Columbus, Ohio; Harrisonburg, Virginia; Hilton Head, South Carolina; Mitchell, South Dakota; and Ocala, Florida markets. The impairment charges were primarily due to a decrease in projected revenue in these markets due to the impact of the COVID-19 pandemic, an increase in the discount rate used in the discounted cash flow analyses to estimate the fair value of our FCC licenses due to certain risks specifically associated with the Company and the radio broadcasting industry, and a decrease in mature operating margins in small markets due to the cost of operations in a small market.

As a result of the quantitative impairment test performed as of September 30, 2020, the Company determined that the fair value of the broadcast licenses were less than the carrying amount on the balance sheet and recorded non-cash impairment charges totaling $1.4 million for the quarter ended September 30, 2020 related to the FCC licenses in our Bellingham, Washington; Champaign, Illinois; Charleston, South Carolina; Columbus, Ohio; Harrisonburg, Virginia; Mitchell, South Dakota; Spencer, Iowa and Springfield, Illinois. The impairment charges were primarily due to a decrease in projected revenue in these markets due to the impact of the COVID-19 pandemic, an increase in the discount rate used in 2019 but slightly less than in the second quarter of 2020, in the discounted cash flow analyses to estimate the fair value of our FCC licenses due to certain risks specifically associated with the Company and the radio broadcasting industry, and a decrease in mature operating margins in small markets due to the cost of operations in a small market.

Goodwill

During the fourth quarter of 2022, 2021 and 2020, the Company performed its annual impairment test of goodwill in accordance with ASC 350 and determined that the fair value was in excess of its carrying value and, accordingly, no impairment was recorded.

We have recorded the changes to goodwill for each of the years ended December 31, 2022 and 2021 as follows:


	Total
	(in thousands)

Balance at January 1, 2021	$	19,106
Acquisitions		103
Balance at December 31, 2021	$	19,209
Acquisitions		27
Balance at December 31, 2022	$	19,236

Other Intangible Assets

We have recorded amortizable intangible assets at December 31, 2022 as follows:


	Gross
	Carrying		Accumulated		Net
	Amount		Amortization		Amount

	(In thousands)
Non-competition agreements	$	3,861	$	3,861	$	—
Favorable lease agreements		5,965		5,624		341
Customer relationships		4,660		4,660		—
Other intangibles		1,829		1,799		30
Total amortizable intangible assets	$	16,315	$	15,944	$	371

We have recorded amortizable intangible assets at December 31, 2021 as follows:


	Gross
	Carrying		Accumulated		Net
	Amount		Amortization		Amount

	(In thousands)
Non-competition agreements	$	3,861	$	3,861	$	—
Favorable lease agreements		5,965		5,597		368
Customer relationships		4,660		4,660		—
Other intangibles		1,829		1,788		41
Total amortizable intangible assets	$	16,315	$	15,906	$	409

Aggregate amortization expense for these intangible assets for the years ended December 31, 2022, 2021 and 2020, was $48,000, $387,000 and $813,000, respectively. Our estimated annual amortization expense for the years ending December 31, 2023, 2024, 2025, 2026 and 2027 is $71,000, $69,000, $66,000, $65,000 and $60,000, respectively.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 36,802	$ 54,760
Short-term investments	10,123
Accounts receivable, less allowance of $519 ($469 in 2021)	17,440	16,269
Prepaid expenses and other current assets	2,479	2,449
Barter transactions	1,015	971
Total current assets	67,859	74,449
Property and equipment	146,054	144,719
Less accumulated depreciation	92,856	91,375
Net property and equipment	53,198	53,344
Other assets:
Broadcast licenses, net	90,307	90,277
Goodwill	19,236	19,209
Other intangibles, right of use assets, deferred costs and investments, net of accumulated amortization of $15,944 ($15,906 in 2021)	10,153	10,653
Total assets	240,753	247,932
Current liabilities:
Accounts payable	2,654	2,347
Accrued payroll and payroll taxes	5,623	6,202
Dividend payable	13,754	3,988
Other accrued expenses	6,359	5,758
Barter transactions	987	901
Total current liabilities	29,377	19,196
Deferred income taxes	25,737	24,802
Other liabilities	7,110	7,015
Total liabilities	62,224	51,013
Commitments and contingencies
Shareholders' equity:
Preferred stock, 1,500 shares authorized, none issued and outstanding Common stock:
Additional paid-in capital	71,664	70,035
Retained earnings	143,896	164,246
Treasury stock (1,753 shares in 2022 and 1,758 shares in 2021, at cost)	(37,109)	(37,439)
Total shareholders' equity	178,529	196,919
Total liabilities and shareholders' equity	240,753	247,932
Class A Common Stock
Shareholders' equity:
Common stock	$ 78	68
Class B Common Stock
Shareholders' equity:
Common stock		$ 9

Subsequent Events

12 Months Ended

Dec. 31, 2022

Subsequent Events

Subsequent Events

17. Subsequent Events

On March 1, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.25 per share on its Class A Common Stock. This dividend, totaling approximately $1,500,000, will be paid on April 7, 2023 to shareholders of record on March 20, 2023.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Nature of Business

Principles of Consolidation

Use of Estimates

Concentration of Risk

Certain cash deposits with financial institutions may at times exceed FDIC insurance limits.

Our top five markets when combined represented 38%, 39% and 40% of our net operating revenue for the years ended December 31, 2022, 2021 and 2020, respectively.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and time deposits with original maturities of three months or less. We did not have any time deposits at December 31, 2022 and 2021.

Financial Instruments

Allowance for Doubtful Accounts


							Write Off of
	Balance		Charged to		Allowance		Uncollectible		Balance at
	at Beginning		Costs and		From		Accounts, Net of		End of
Year Ended	of Period		Expenses		Acquisitions		Recoveries		Period

	(in thousands)
December 31, 2022	$	469	$	408	$	—	$	(358)	$	519
December 31, 2021	$	648	$	56	$	—	$	(235)	$	469
December 31, 2020	$	671	$	420	$	—	$	(443)	$	648

Barter Transactions

Property and Equipment

Property and equipment consisted of the following:


	Estimated		December 31,
	Useful Life		2022		2021

	(In thousands)

Land and land improvements		—	$	15,259	$	14,638
Buildings		31.5 years		40,823		38,225
Towers and antennae		7-15 years		26,992		25,918
Equipment		3-15 years		52,459		55,955
Furniture, fixtures and leasehold improvements		7-20 years		7,741		7,129
Vehicles		5 years		2,780		2,854
				146,054		144,719
Accumulated depreciation				(92,856)		(91,375)
Net property and equipment			$	53,198	$	53,344

Depreciation expense for the years ended December 31, 2022, 2021 and 2020, was $5,133,000, $5,362,000 and $5,711,000, respectively.

Leases

Common Stock

Local Marketing Agreements

Advertising and Promotion Costs

Advertising and promotion costs are expensed as incurred. Such costs amounted to $1,646,000, $1,396,000 and $985,000 for the years ended December 31, 2022, 2021 and 2020, respectively.

Income Taxes

Dividends

On June 18, 2020, our Board of Directors announced that it was temporarily suspending the quarterly cash dividend in response to the continued uncertainty of the ongoing impact of COVID-19.

Stock-Based Compensation

Segments

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:



	Years Ended December 31,
	2022		2021		2020

	(In thousands, except per share data)
Numerator:
Net income	$	9,202	$	11,157	$	(1,913)
Less: Income allocated to unvested participating securities		140		190		(21)
Net income available to common shareholders	$	9,062	$	10,967	$	(1,892)

Denominator:
Denominator for basic earnings per share — weighted average shares		5,973		5,917		5,871
Effect of dilutive securities:
Common stock equivalents		—		—		—
Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions		5,973		5,917		5,871

Earnings per share:
Basic	$	1.52	$	1.85	$	(0.32)
Diluted	$	1.52	$	1.85	$	(0.32)

Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Subsequent Events (Narrative) (Details) - USD ($)						12 Months Ended
Subsequent Events (Narrative) (Details) - USD ($)	Mar. 01, 2023	Dec. 14, 2021	Sep. 28, 2021	Jul. 16, 2021	Jun. 18, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Subsequent Event [Line Items]
Dividends payable declared date		Dec. 14, 2021	Sep. 28, 2021		Jun. 18, 2021
Dividends declared per share						$ 4.86	$ 0.98	$ 0.32
Dividends		$ 3,990,000	$ 960,000	$ 960,000
Dividends payable date to be paid		Jan. 14, 2022	Oct. 22, 2021		Jul. 16, 2021
Dividends payable date of record		Dec. 27, 2021	Oct. 08, 2021		Jun. 30, 2021
Class A Common Stock
Subsequent Event [Line Items]
Dividends declared per share		$ 0.16
Class B Common Stock
Subsequent Event [Line Items]
Dividends declared per share		$ 0.16
Subsequent Event [Member]
Subsequent Event [Line Items]
Dividends payable declared date	Mar. 01, 2023
Dividends	$ 1,500,000
Dividends payable date to be paid	Apr. 07, 2023
Dividends payable date of record	Mar. 20, 2023
Subsequent Event [Member] \| Class A Common Stock
Subsequent Event [Line Items]
Dividends declared per share	$ 0.25

Common Stock

12 Months Ended

Dec. 31, 2022

Common Stock

Common Stock

11. Common Stock

As previously disclosed, as a result of the passing of our founder, Chairman, President and CEO, Edward K. Christian and the resultant transfer of his Class B shares into an estate planning trust resulted in an automatic conversion of each Class B share he held into one fully paid and non-assessable Class A share. We no longer have any shares of Class B Common Stock issued or outstanding, nor will there be any issued in the future.

Dividends. Shareholders are entitled to receive such dividends as may be declared by our Board of Directors out of funds legally available for such purpose. However, no dividend may be declared or paid in cash or property on any share of any class of Common Stock unless simultaneously the same dividend is declared or paid on each share of the other class of common stock. In the case of any stock dividend, holders of Class A Common Stock are entitled to receive the same percentage dividend (payable in shares of Class A Common Stock) as the holders of Class B Common Stock receive (payable in shares of Class B Common Stock).

Voting Rights. Holders of shares of Common Stock vote as a single class on all matters submitted to a vote of the shareholders, with each share of Class A Common Stock entitled to one vote. Prior to Mr. Christian’s passing, each share of Class B Common Stock was entitled to ten votes, except (i) in the election for directors, (ii) with respect to any “going private” transaction between the Company and the principal shareholder, and (iii) as otherwise provided by law.

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, 2022. Currently, our Board of Directors consists of eight 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 shareholder or an affiliate of the principal shareholder, 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. Upon our liquidation, dissolution, or winding-up, the holders of Class A Common Stock are entitled to share ratably in accordance with the number of shares held in all assets available for distribution after payment in full of creditors.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

Broadcast Licenses, Goodwill and Other Intangible Assets (Schedule of certain key estimates and assumptions used in impairment test) (Details)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Discount Rate
Impairment measurement input	9.5
Discount Rate \| Minimum
Impairment measurement input		12.3	12.6
Discount Rate \| Maximum
Impairment measurement input		12.6	13.0
Operating Profit Margin \| Minimum
Impairment measurement input	17.8	17.8	17.8
Operating Profit Margin \| Maximum
Impairment measurement input	36.4	36.4	36.4
Long-term Revenue Growth Rate \| Minimum
Impairment measurement input	1.0	0.2	0.2
Long-term Revenue Growth Rate \| Maximum
Impairment measurement input	2.0	2.6	2.9

Stock-Based Compensation (Narrative) (Details) - USD ($)		1 Months Ended	12 Months Ended
	May 13, 2019	Oct. 16, 2013	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Stock Based Compensation [Abstract]
Stock options granted			0	0	0
Stock options outstanding			0
Shares, Granted			1,902,000	1,792,000
Recognized tax benefits					$ 235,000
Stock options exercise price description		may not be exercised at a price which is less than 100% of the fair market value of shares at the date of grant
Net value of unrecognized compensation cost related to unvested restricted stock awards			$ 2,397,000	$ 2,354,000	1,896,000
Restricted Stock
Stock Based Compensation [Abstract]
Stock-Based Compensation expense			$ 1,858,000	$ 1,335,000	$ 2,221,000
Shares, Granted			66,274	77,913	0
Recognized tax benefits			$ 149,000	$ 121,000
Stock Option
Stock Based Compensation [Abstract]
Stock-Based Compensation expense			$ 0	$ 0	$ 0
Class A Common Stock \| Stock Option
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
Stock Based Compensation [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized		620,000
Class A Common Stock \| Convert For Class B
Stock Based Compensation [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized		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]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized		370,000

Employee Benefit Plans (Narrative) (Details) - USD ($)	12 Months Ended
Employee Benefit Plans (Narrative) (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Employee Benefit Plans
Administrative expense	$ 3,500	$ 1,550	$ 2,900
Discretionary contribution	256,000	250,000	225,000
Deferred Compensation Expense Non Qualified Plan	$ 135,000	$ 100,000	$ 105,000

Litigation

12 Months Ended

Dec. 31, 2022

Litigation

Litigation

15. 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.

Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Property Plant and Equipment, Gross	$ 146,054	$ 144,719
Accumulated depreciation	(92,856)	(91,375)
Net property and equipment	53,198	53,344
Land and Land Improvements
Property, Plant and Equipment [Line Items]
Property Plant and Equipment, Gross	15,259	14,638
Building
Property, Plant and Equipment [Line Items]
Property Plant and Equipment, Gross	$ 40,823	38,225
Estimated Useful Life	31 years 6 months
Towers And Antennae
Property, Plant and Equipment [Line Items]
Property Plant and Equipment, Gross	$ 26,992	25,918
Towers And Antennae \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	7 years
Towers And Antennae \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	15 years
Equipment
Property, Plant and Equipment [Line Items]
Property Plant and Equipment, Gross	$ 52,459	55,955
Equipment \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	3 years
Equipment \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	15 years
Furniture and Fixtures
Property, Plant and Equipment [Line Items]
Property Plant and Equipment, Gross	$ 7,741	7,129
Furniture and Fixtures \| Minimum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	7 years
Furniture and Fixtures \| Maximum
Property, Plant and Equipment [Line Items]
Estimated Useful Life	20 years
Vehicles
Property, Plant and Equipment [Line Items]
Property Plant and Equipment, Gross	$ 2,780	$ 2,854
Estimated Useful Life	5 years

Income Taxes (Reconciliation of income tax) (Details) - USD ($)	3 Months Ended								12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income taxes
Tax expense at U.S. statutory rates									$ 2,927,000	$ 3,209,000	$ (290,000)
State tax expense (benefit), net of federal benefit									939,000	815,000	235,000
Other adjustments against income tax expense (benefit)									934,000	236,000	760,000
Total Income Tax Provision	$ 1,450,000	$ 1,295,000	$ 1,575,000	$ 480,000	$ 1,230,000	$ 1,375,000	$ 1,325,000	$ 330,000	$ 4,800,000	$ 4,260,000	$ 705,000

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Related Party Transactions

12 Months Ended

Dec. 31, 2022

Related Party Transactions

Related Party Transactions

10. Related Party Transactions

Mr. Christian’s Employment Agreement

On January 25, 2022, we entered into a third amendment (the “2022 Amendment”) to the employment agreement with Edward K. Christian dated June 1, 2011 (the “2011 employment agreement”), which had previously been amended on February 12, 2016 (the “2016 amendment”) and on February 26, 2019 (the “2019 amendment”). The 2011 employment agreement, as amended by the 2016 amendment, the 2019 amendment, and the 2022 amendment, is referred to herein as the “amended 2011 employment agreement.” The 2022 amendment extended Mr. Christian’s employment with the Company from March 31, 2025 to March 31, 2027 and made certain changes to the 2011 employment agreement to cause it to be compliant with Section 409A of the Internal Revenue Code. Pursuant to the amended 2011 employment agreement, we paid Mr. Christian a salary at the rate of $860,000 per year, adjusted as discussed in the next paragraph below. Mr. Christian was permitted to defer any or all of his annual salary. Additionally, the Company was authorized to pay for Mr. Christian’s tax preparation services on an annual basis, the amount of which was subject to income tax as additional compensation.

Pursuant to the 2011 employment agreement, commencing on June 1, 2012, and each anniversary thereafter, the Compensation Committee was required to determine in its discretion the amount of any increase in Mr. Christian’s then existing annual salary; provided, however, that such increase would not be less than the greater of 3% or a cost of living increase based on the consumer price index. Pursuant to the 2016 amendment, the amended 2011 employment agreement provided that such increase in Mr. Christian’s then existing salary would not be less than the greater of 4% or a cost of living increase based on the consumer price index.

The amended 2011 employment agreement also provided that Mr. Christian was eligible for equity awards under the 2005 Incentive Compensation Plan as shall be approved by the Compensation Committee and bonuses in such amounts as shall be determined pursuant to the terms of the CEO Plan or as otherwise determined by the Compensation Committee in its discretion based on the performance of the Company and the accomplishments of objectives established by the Compensation Committee in consultation with Mr. Christian.

Under the amended 2011 employment agreement, Mr. Christian was eligible to participate, in accordance with their terms, in all medical and health plans, life insurance, profit sharing, 401(k) Plan, pension, and such other employment benefits as are maintained by the Company or its affiliates for other key employees performing services. During the term of the employment agreement, the Company was required to maintain all existing policies of insurance on Mr. Christian’s life, including the existing split dollar policy. The Company was also required to pay for Mr. Christian to participate in an executive medical plan and to maintain its existing medical reimbursement policy. Mr. Christian was also furnished with an automobile and other fringe benefits as have been afforded him in the past or as are consistent with his position. In addition, the Company agreed to maintain an office for Mr. Christian in Sarasota County, Florida. The 2016 amendment increased the paid vacation time awarded to Mr. Christian on the anniversary date of the 2011 employment agreement from four weeks to six weeks of paid vacation.

Payments Under the Principal Shareholder Employment Agreement

The amended 2011 employment agreement terminated upon Mr. Christian’s death on August 19, 2022. As a result of his passing the Company is required to make several payments to his estate as outlined in his employment agreement, and described above. In accordance with ASC 712-10-25, Nonretirement Postemployment Benefits, we have accrued all necessary expenses as of September 30, 2022. As a result of our contractual obligations under the Mr. Christian’s agreement, Mr. Christian’s estate is the beneficiary of a gross amount of approximately $5.8 million in cash, common stock and a life insurance policy of which $3.9 million was recorded upon his passing in the third quarter of 2022, and $1.9 million had been accrued for in previous periods. The estate was the beneficiary of a lump-sum payment of his current base salary plus accrued unused vacation time totaling $1.9 million which was paid in October 2022. Mr. Christian’s estate will also be provided with a prorated bonus that Mr. Christian earned of approximately $633,000 to be paid in March 2023. Mr. Christian had approximately $65,000 withheld as deferred compensation that will be paid to the estate in January 2023. Additionally, under the agreement, any award previously granted under the Company’s 2005 Incentive Compensation Plan were immediately vested and provided to the estate. At the date of Mr. Christian’s passing, he had approximately 55,000 shares of unvested restricted stock that immediately vested at a price of $24.80 for a total of $1.4 million in common stock received by the estate. Mr. Christian’s estate is now the beneficiary of the Split Dollar life insurance policy that has a cash surrender value of approximately $971,000. 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. Lastly, under the agreement, the Company shall continue to pay for the healthcare coverage and life insurance premiums for Mr. Christian’s spouse for ten years which totals approximately $800,000.

Mr. Lada’s Letter Agreement

On August 21, 2022, we entered into a letter employment agreement with Warren S. Lada, a member of our Board, to serve as our Interim President and CEO following the death of Mr. Christian, to serve in this capacity while the Company conducted a formal search for a permanent successor to Mr. Christian. Under the terms of the letter agreement we paid Mr. Lada an annualized base salary of $750,000 during his service as Interim President and CEO; provided local transportation to the Company offices for up to three days a week and he was eligible to participate in the Company’s benefit plans, including the 401(k) plan, as an employee, upon completion of the eligibility requirements.

Mr. Forgy’s Employment Agreement

On November 16, 2022, we entered into an employment agreement with Christopher S. Forgy, who was appointed as our President and CEO effective December 7, 2022. Mr. Forgy’s employment agreement has an initial term of three years, and we and Mr. Forgy may mutually agree to extend the term for an additional two years. Either party may provide written notice of its intent not to extend the initial term at least one year prior to the end of the initial term.

Under the agreement, Mr. Forgy’s base salary is set at $670,000 for the first year and will increase 4% annually. If the Company and Mr. Forgy mutually agree to renew the term of Mr. Forgy’s employment for an additional two years, Mr. Forgy’s base salary would increase in the fourth and fifth year by 4% as well.

Mr. Forgy will have the opportunity to earn an annual performance bonus under the CEO Plan. His bonus in any fiscal year will be in a minimum of 35% and a maximum of 100% of his annual base salary as of January 1 of the fiscal year, and will be based on his performance and the achievement of performance goals established by the Compensation Committee within the first 90 days of the fiscal year. The Board may instead grant Mr. Forgy a discretionary bonus in the case of a financial, national or global occurrence, or a generally difficult year. Mr. Forgy was granted a $50,000 discretionary bonus for the 2022 fiscal year. Mr. Forgy is also eligible for equity awards under the 2005 Incentive Compensation Plan, or any successor equity incentive plan, in accordance with the provisions of that plan that apply to the CEO.

Mr. Forgy will continue to participate in our employee benefit plans, including the medical reimbursement plan, 401(k) plan, deferred compensation plan, and other health and welfare benefit plans. He will be entitled to five weeks of paid vacation days per calendar year. The Company will furnish him with an automobile, pay the initiation fee and monthly dues for a non-golf country club membership and provide Mr. Forgy with a split dollar life insurance agreement with premiums payable by the Company.

Either the Company or Mr. Forgy may terminate the employment term for any reason generally with 30 days advance notice. If Mr. Forgy’s employment is terminated by us for cause, if he resigns without good reason, or if his employment terminates by reason of death or disability, he will receive any accrued but unpaid base salary and any benefits under the Company’s benefit plans (the “accrued amounts.”)

If Mr. Forgy’s employment is terminated by us without cause or if he resigns for good reason, he will receive the accrued amounts; continuation of his base salary for the longer of 18 months or the remainder of the three year initial term or the two-year renewal term, as applicable; any awarded but unpaid annual bonus with respect to any completed fiscal year preceding the termination date; immediate and full vesting of any unvested shares of restricted stock then held by Mr. Forgy; and payment or reimbursement of COBRA premiums for Mr. Forgy and his spouse for up to 18 months.

If Mr. Forgy consents to the renewal term and the Company does not consent, Mr. Forgy will be entitled to the accrued amounts; an amount equal to 150% of the sum of (i) Mr. Forgy’s base salary paid in the prior calendar year plus (ii) his annual bonus earned for the previous fiscal year, immediate and full vesting of any unvested shares of restricted stock then held by Mr. Forgy; and payment or reimbursement of COBRA premiums for Mr. Forgy and his spouse for up to 18 months.

Mr. Forgy agreed that, for a period of 12 months after the termination of his employment, he will not (i) solicit business of the type performed by the Company anywhere in the United States; (ii) solicit from any person who has purchased services from the Company during the three years preceding his termination for business of the type performed by the Company in the United States, or in any other location; or (iii) offer employment to any person employed by the Company, or entice any such person to leave employment with the Company. The employment agreement also contains customary confidentiality and non-disparagement covenants.

Change in Control Agreements

In December 2007, Samuel D. Bush, Senior Vice President and Chief Financial Officer, Marcia K. Lobaito, at the time, Senior Vice President, Corporate Secretary and Director of Business Affairs, and Catherine Bobinski, Senior Vice President/Finance, Chief Accounting Officer and Corporate Controller, entered into Change in Control Agreements. In September 2018, Christopher S. Forgy, Senior Vice President of Operations entered into a Change in Control Agreement. In July 2020, Eric Christian, Chief Marketing Officer entered into a Change in Control Agreement. Eric Christian is the son of Edward K. Christian, our former President, CEO and Chairman. A change in control is defined to mean the occurrence of (a) any person or group becoming the beneficial owner, directly or indirectly, of more than 30% of the combined voting power of the Company’s then outstanding securities and Mr. Christian ceasing to be Chairman and CEO of the Company; (b) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which results in the voting securities of the Company outstanding immediately prior thereto continuing to represent more than 50% of the combined voting securities of the Company or such surviving entity; or (c) the approval of the shareholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of its assets.

If there is a change in control, the Company shall pay a lump sum payment within 45 days of 1.5 times the average of the executive’s last three full calendar years of such executive’s base salary and any annual cash bonus paid. In the event that such payment constitutes a “parachute payment” within the meaning of Section 280G subject to an excise tax imposed by Section 4999 of the Internal Revenue Code, the Company shall pay the executive an additional amount so that the executive will receive the entire amount of the lump sum payment before deduction for federal, state and local income tax and payroll tax. In the event of a change in control (other than the approval of plan of liquidation), the Company or the surviving entity may require as a condition to receipt of payment that the executive continue in employment for a period of up to six months after consummation of the change in control. During such six months, executive will continue to earn his pre-existing salary and benefits. In such case, the executive shall be paid the lump sum payment upon completion of the continued employment. If, however, the executive fails to remain employed during this period of continued employment for any reason other than (a) termination without cause by the Company or the surviving entity, (b) death, (c) disability or (d) breach of the agreement by the Company or the surviving entity, then executive shall not be paid the lump sum payment. In addition, if the executive’s employment is terminated by the Company without cause within six months prior to the consummation of a change in control, then the executive shall be paid the lump sum payment within 45 days of such change in control.

Other Related Party Transactions

Effective June 19, 2019, we employed Eric Christian, son of Edward K. Christian, our President, CEO and Chairman at the time, as our Director of Solution Architecture. Eric Christian was promoted to Vice President of Digital Solutions in July 2020 and was subsequently was promoted to Chief Marketing Officer in February 2023. The Board of Directors approved the employment of Eric Christian and subsequent promotions. As previously disclosed, Edward K. Chrisian passed away in August 2022 and resulted in the converstion of his Class B Shares into Class A Shares that were transferred to an estate planning trust, of which Edward K. Christian’s surviving spouse, and Eric Christian’s mother is the trustee of. The estate owns approximately 16% of the Common Stock outstanding.

Employee Benefit Plans

12 Months Ended

Dec. 31, 2022

Employee Benefit Plans

Employee Benefit Plans

8. Employee Benefit Plans

401(k) Plan

We have a defined contribution pension plan (“401(k) Plan”) that covers substantially all employees. Employees can elect to have a portion of their wages withheld and contributed to the plan. The 401(k) Plan also allows us to make a discretionary contribution. Total administrative expense under the 401(k) Plan was $3,500, $1,550 and $2,900 in 2022, 2021 and 2020, respectively. The Company’s discretionary contribution to the plan was approximately $256,000, $250,000 and $225,000 for the years ended December 31, 2022, 2021 and 2020, respectively.

Deferred Compensation Plan

In 1999 we established a Nonqualified Deferred Compensation Plan which allows officers and certain management employees to annually elect to defer a portion of their compensation, on a pre-tax basis, until their retirement. The retirement benefit to be provided is based on the amount of compensation deferred and any earnings thereon. Deferred compensation expense for the years ended December 31, 2022, 2021 and 2020 was $135,000, $100,000 and $105,000, respectively. We invest in company-owned life insurance policies to assist in funding these programs. The cash surrender values of these policies are in a rabbi trust and are recorded as our assets.

Split Dollar Officer Life Insurance

We provide split dollar insurance benefits to certain executive officers and record an asset equal to the cumulative premiums paid on the related policies, as we will fully recover these premiums under the terms of the plan. We retain a collateral assignment of the cash surrender values and policy death benefits payable to insure recovery of these premiums.

Revenue (Tables)

12 Months Ended

Dec. 31, 2022

Revenue

Schedule of Disaggregation of Revenue

The following table presents revenues disaggregated by revenue source:


	Years Ended
	December 31,
	2022		2021		2020

	(in thousands)
Types of Revenue
Broadcast Advertising Revenue, net	$	98,709	$	95,573	$	87,481
Digital Advertising Revenue		7,912		6,337		3,416
Other Revenue		8,272		6,433		4,916
Net Revenue	$	114,893	$	108,343	$	95,813

Acquisitions and Dispositions (Tables)

12 Months Ended

Dec. 31, 2022

Acquisitions and Dispositions

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

Condensed Consolidated Balance Sheet of 2022 and 2021 Acquisitions


	Acquisitions in
	2022		2021

	(In thousands)
Assets Acquired:
Property and equipment	$	5	$	3
Other assets:
Broadcast licenses		30		69
Goodwill		27		103
Total other assets		57		172
Total assets acquired		62		175
Liabilities Assumed:
Current liabilities		—		—
Total liabilities assumed		—		—
Net assets acquired	$	62	$	175

Quarterly Results of Operations (Tables)

12 Months Ended

Dec. 31, 2022

Quarterly Results of Operations (Unaudited)

Quarterly Results of Operations


	March 31,				June 30,				September 30,				December 31,
	2022		2021		2022		2021		2022		2021		2022		2021

	(in thousands, except per share data)
Net operating revenue	$	24,967	$	22,301	$	29,821	$	28,046	$	29,980	$	28,845	$	30,125	$	29,151
Station operating expenses		20,568		18,923		21,786		21,017		22,295		21,690		22,888		21,615
Corporate G&A		2,694		2,438		2,609		2,494		6,667		2,538		2,330		2,570
Other operating expense (income), net		(5)		57		45		(80)		(37)		(2)		(17)		32
Operating income (loss)		1,710		883		5,381		4,615		1,055		4,619		4,924		4,934
Other (income) expenses:
Interest expense		32		73		32		72		32		73		34		66
Interest (income)		(4)		(6)		(49)		(4)		(134)		(4)		(223)		(2)
Other (income) expense		(2)		(272)		—		(31)		(34)		(279)		(616)		(52)
Income before income taxes		1,684		1,088		5,398		4,578		1,191		4,829		5,729		4,922
Income tax provision (benefit)		480		330		1,575		1,325		1,295		1,375		1,450		1,230
Net income (loss)	$	1,204	$	758	$	3,823	$	3,253	$	(104)	$	3,454	$	4,279	$	3,692

Basic earnings(loss) per share	$	0.20	$	0.13	$	0.63	$	0.54	$	(0.01)	$	0.58	$	0.70	$	0.60
Weighted average common shares		5,948		5,913		5,952		5,917		5,961		5,917		6,013		5,922

Diluted earnings (loss) per share	$	0.20	$	0.13	$	0.63	$	0.54	$	(0.01)	$	0.58	$	0.70	$	0.60
Weighted average common and common equivalent shares		5,948		5,913		5,952		5,917		5,961		5,917		6,013		5,922

Income taxes

12 Months Ended

Dec. 31, 2022

Income taxes

Income taxes

6. Income Taxes

On March 18, 2020, the Families First Coronavirus Response Act ("FFCR Act"), and on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") were each enacted in response to the COVID-19 pandemic. The FFCR Act and the CARES Act contain numerous tax provisions, such as deferring payroll payments, establishing a credit for the retention of certain employees, relaxing limitations on the deductibility of interest, and updating the definition of qualified improvement property. This legislation currently has no material impact to the Company’s financial statements.

An income tax expense of $4,800,000 was recorded for the year ended December 31, 2022 compared to income tax expense of $4,260,000 for the year ended December 31, 2021. The effective tax rate was approximately 34.3% for the year ended December 31, 2022 compared to 27.6% for the year ended December 31, 2021. The 2022 year to date tax rate was impacted by $3.8 million in expenses in the third quarter related to the compensation of our CEO upon his death, in accordance with his employment agreement that are permanent differences between our book and taxable income.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax liabilities and assets are as follows:


	December 31,
	2022		2021

	(In thousands)

Deferred tax liabilities:
Property and equipment	$	4,218	$	4,242
Intangible assets		22,355		21,425
Prepaid expenses		477		405
Total deferred tax liabilities		27,050		26,072
Deferred tax assets:
Allowance for doubtful accounts		56		43
Compensation		1,134		1,093
Other accrued liabilities		123		134
		1,313		1,270
Less: valuation allowance		—		—
Total net deferred tax assets		1,313		1,270
Net deferred tax liabilities	$	25,737	$	24,802
Current portion of deferred tax assets	$	341	$	361
Non-current portion of deferred tax liabilities		(26,078)		(25,163)
Net deferred tax liabilities	$	(25,737)	$	(24,802)

Deferred tax assets are required to be reduced by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. At December 31, 2022 and December 31, 2021, we do not have a valuation allowance for net deferred tax assets.

At December 31, 2022 and 2021, net deferred tax liabilities include a deferred tax asset of $1,313,000 and $1,270,000, respectively, relating to deferred compensation, stock-based compensation expense, accrued compensation, the allowance for doubtful accounts, and other accrued expenses.

The significant components of the provision for income taxes are as follows:


	Years Ended December 31,
	2022		2021		2020

	(In thousands)
Current:
Federal	$	2,800	$	3,080	$	850
State		1,065		985		400
Total current		3,865		4,065		1,250
Total deferred		935		195		(545)
Total Income Tax Provision	$	4,800	$	4,260	$	705

The reconciliation of income tax at the U.S. federal statutory tax rates to income tax expense (benefit) is as follows:


	Years Ended December 31,
	2022		2021		2020

	(In thousands)
Tax expense (benefit) at U.S. statutory rates	$	2,927	$	3,209	$	(290)
State tax expense, net of federal benefit		939		815		235
Other, net		934		236		760
	$	4,800	$	4,260	$	705

The 2022 and 2021 effective tax rates exceed the federal statutory rate primarily due to non-deductible compensation related expenses and state income taxes. The 2020 effective tax rate exceeded the federal statutory rate primarily due to non-deductible compensation related expenses, book tax differences in impairment charges and state income taxes.

The Company files income taxes in the U.S. federal jurisdiction, and in various state and local jurisdictions. The Company is no longer subject to U.S. federal examinations by the Internal Revenue Service (IRS) for years prior to 2019. The Company is subject to examination for income and non-income tax filings in various states.

As of December 31, 2022, and 2021 there were no accrued balances recorded related to uncertain tax positions.

We classify income tax-related interest and penalties that are related to income tax liabilities as a component of income tax expense. For the years ended December 31, 2022, 2021 and 2020, we had $-, $-, and $600, respectively, tax-related interest and penalties and had $0 accrued at December 31, 2022 and 2021.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies - Common Stock (Details)		12 Months Ended
	Aug. 19, 2022 director item shares	Dec. 31, 2022 item shares	Dec. 31, 2021 shares
Common Stock [Line Items]
Number of votes per share of common stock \| item		1
Former Shareholder
Common Stock [Line Items]
Percentage of voting interest held	65.00%
Number of votes per share of common stock \| item	10
Class A Common Stock
Common Stock [Line Items]
Number of votes per share of common stock \| item		1
Common stock shares issued \| shares		7,866,000	6,835,000
Class A Common Stock \| Former Shareholder
Common Stock [Line Items]
Number of directors elected \| director	2
Conversion of shares \| shares		1
Estate owns Percentage	16.00%
Class B Common Stock
Common Stock [Line Items]
Number of votes per share of common stock \| item		10
Common stock shares issued \| shares		0	965,000
Class B Common Stock \| Former Shareholder
Common Stock [Line Items]
Number of votes per share of common stock \| item	1
Common stock shares issued \| shares	0
Common stock shares outstanding \| shares	0

Common Stock - (Narrative) (Details) $ / shares in Units, $ in Millions					12 Months Ended
	Dec. 07, 2022 $ / shares	Sep. 20, 2022 $ / shares	Aug. 19, 2022 item shares	Dec. 14, 2021 $ / shares	Dec. 31, 2022 USD ($) director item $ / shares shares	Dec. 31, 2021 $ / shares shares	Dec. 31, 2020 $ / shares
Common Stock [Line Items]
Number of votes per share of common stock \| item					1
Dividends declared per share \| $ / shares					$ 4.86	$ 0.98	$ 0.32
Number of Board of Directors \| director					8
Former Shareholder
Common Stock [Line Items]
Number of votes per share of common stock \| item			10
Dividends declared per share \| $ / shares					$ 0
Class A Common Stock
Common Stock [Line Items]
Number of votes per share of common stock \| item					1
Common stock shares issued \| shares					7,866,000	6,835,000
Dividends declared per share \| $ / shares				$ 0.16
Cash dividend paid \| $ / shares	$ 0.25	$ 0.25
Percentage of directors to be elected					25.00%
Stock Repurchase Program, Remaining Authorized Repurchase Amount \| $					$ 18.2
Class A Common Stock \| Former Shareholder
Common Stock [Line Items]
Conversion of shares \| shares					1
Class B Common Stock
Common Stock [Line Items]
Number of votes per share of common stock \| item					10
Common stock shares issued \| shares					0	965,000
Dividends declared per share \| $ / shares				$ 0.16
Class B Common Stock \| Former Shareholder
Common Stock [Line Items]
Number of votes per share of common stock \| item			1
Common stock shares issued \| shares			0
Common stock shares outstanding \| shares			0

Other Income

12 Months Ended

Dec. 31, 2022

Other Income

Other Income

16. Other Income

During the first quarter of 2022, there was fire damage to a transmission line in our Des Moines, Iowa market. The Company’s insurance policy provided coverage for removal and replacement of the transmission line and related equipment. As part of the insurance settlement during the fourth quarter of 2022, the Company received cash proceeds of $445,000, resuling in a gain of $445,000 which is recorded in the other (income) expense, net, in the Company’s Consolidated Statements of Income.

In 2012, Congress mandated that the FCC conduct an incentive auction of broadcast television spectrum as set forth in the Middle Class Tax Relief and Job Creation Act of 2012 ("Spectrum Act"). The Spectrum Act authorized the FCC to conduct incentive auctions in which licensees could voluntarily relinquish their spectrum usage rights in order to permit the assignment by auction of new initial licenses subject to flexible use service rules, in exchange for a portion of the resulting auction proceeds. The Spectrum Act appropriated $1.75 billion to the TV Broadcaster Relocation Fund ("Reimbursement Fund") for costs reasonably incurred by Full Power and Class A broadcast television licensees reassigned to new channels ("repack"), as well as Multichannel Video Programming Distributors ("MVPDs") that incurred costs related to continuing to carry the signals of reassigned broadcast stations. As part of the FCC’s 2018 Reimbursement Expansion Act, which appropriated $1 billon in additional funds for the Reimbursement Fund and expanded eliglibe entities for reimbursement to include FM stations affected by the repack. During 2022, the Company received approximately $116,000 in reimbursement for our FM stations, which is recorded in the other (income), expense, net, in the Company’s Consolidated Statements of Income. We may receive additional reimbursements and will record in other (income), expense, net, if we receive anything additional.

During the first quarter of 2021, there was weather-related damage to an antenna in our Des Moines, Iowa market. The Company’s insurance policy provided coverage for removal and replacement of the antenna and related equipment. As part of the initial insurance settlement during the first quarter of 2021, the Company received cash proceeds of $250,000, resulting in a gain of $250,000. We received additional cash proceeds of $290,000 in the third quarter, resulting in a gain of $290,000. The total gain of $540,000 is recorded in other (income) expense, net, in the Company’s Consolidated Statements of Income.

During the first quarter of 2020, we sold land and a building on one of our tower sites in our Bellingham, Washington market for approximately $1,700,000 to Talbot Real Estate, LLC resulting in a $1,400,000 gain on the sale of assets. The gain is recorded in the other operating (income) expense, net in the Company’s Consolidated Statements of Income.

During the first quarter of 2020, there was weather related damage to an antenna in our Keene, New Hampshire market. The Company’s insurance policy provided coverage for removal and replacement of the antenna and related equipment. The insurance settlement was finalized during the first quarter and we received cash proceeds of $208,000, resulting in a gain of $208,000. The gain is recorded in other (income) expense, net in the Company’s Consolidated Statements of Income.

Long-Term Debt (Narrative) (Details) - USD ($)					12 Months Ended
Long-Term Debt (Narrative) (Details) - USD ($)	Dec. 19, 2022	Oct. 27, 2021	Jun. 27, 2018	Aug. 18, 2015	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Nov. 01, 2021	Jul. 01, 2019
Debt Instrument [Line Items]
Long-term Debt					$ 0	$ 0
Amortization of debt issuance costs					$ 10,000	37,000	$ 40,000
Credit Facility Participation Fee And Fronting Fee Percentage					0.25%
Debt instrument, term				5 years
Unamortized Debt Issuance Expense					$ 266,000
Revolving Credit Facility
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity				$ 100,000,000				$ 50,000,000	$ 70,000,000
Debt Instrument, Maturity Date			Jun. 27, 2023	Aug. 18, 2020
Repayments of Long-term Lines of Credit		$ 10,000,000
Line of Credit Facility, Commitment Fee Percentage	0.25%
Line of Credit Facility, Remaining Borrowing Capacity						$ 50,000,000
Debt instrument, term			5 years
Revolving Credit Facility \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Line of credit facility, interest rate at period end					4.30%
Minimum \| Base Rate
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate					0.00%
Minimum \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate					1.00%
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					1.00%
Maximum \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate					2.00%
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, Net					$ 120,000
Revolving Credit Facility \| Third Amendment
Debt Instrument [Line Items]
Debt Issuance Costs, Net					$ 161,000

Commitments and Contingencies (Narrative) (Details) - USD ($)		12 Months Ended
	Jan. 01, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2003
Right-of-use assets		$ 6,500,000	$ 6,100,000
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]		Other Assets, Noncurrent	Other Assets, Noncurrent
Lease liabilities		$ 6,828,000	$ 6,400,000
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]		Other Liabilities, Noncurrent	Other Liabilities, Noncurrent
Additional lease assets recorded			$ 2,279,000
Payments on lease liabilities		$ 1,797,000	1,777,000
Total lease expense		$ 1,807,000	$ 1,765,000	$ 1,752,000
Option to extend		true
Weighted average remaining lease term		6 years 3 months 18 days
Weighted average discount rate		4.80%
Contingent cash payment					$ 1,000,000
Interim License Agreement with American Society of Composers, Authors and Publishers
License agreement term	5 years

Other Income (Narrative) (Details) - USD ($)	3 Months Ended								12 Months Ended
Other Income (Narrative) (Details) - USD ($)	Dec. 31, 2022	Sep. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Other Income [Line Items]
Cash proceeds from insurance settlement									$ 534,000	$ 589,000	$ 233,000
Gain on insurance settlement	$ 616,000	$ 34,000	$ 2,000	$ 52,000	$ 279,000	$ 31,000	$ 272,000		652,000	634,000	$ 233,000
Des Moines, Iowa market
Other Income [Line Items]
Cash proceeds from insurance settlement	445,000				290,000		250,000
Gain on insurance settlement	$ 445,000				$ 290,000		$ 250,000			$ 540,000
Bellingham, Washington
Other Income [Line Items]
Proceeds from sale of land and buildings								$ 1,700,000
Gain on sale of land and buildings								1,400,000
Keene, New Hampshire market
Other Income [Line Items]
Cash proceeds from insurance settlement								208,000
Gain on insurance settlement								$ 208,000
Other Nonoperating Income (Expense) [Member]
Other Income [Line Items]
Reimbursements received									$ 116,000

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies

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 December 31, 2022 (in thousands):


Years Ending December 31,
2023	$	1,829
2024		1,696
2025		1,302
2026		1,071
2027		870
Thereafter		1,225
Total lease payments (a)		7,993
Less: Interest (b)		1,165
Present value of lease liabilities (c)	$	6,828

(a)	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 December 31, 2022.

(b)	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.

(c)	The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were 6.3 years and 4.8%, respectively, at December 31, 2022.

Supplemental Cash Flow Information

12 Months Ended

Dec. 31, 2022

Supplemental Cash Flow Information

Supplemental Cash Flow Information

5. Supplemental Cash Flow Information


	Years Ended December 31,
	2022		2021		2020

	(In thousands)

Cash paid during the period for:
Interest	$	145	$	253	$	311
Income taxes	$	4,160	$	3,450	$	1,099
Non-cash transactions:
Barter revenue	$	2,431	$	2,125	$	2,014
Barter expense	$	2,477	$	2,124	$	1,881
Acquisition of property and equipment	$	2	$	—	$	6
Use of treasury shares for 401(k) match	$	249	$	221	$	250

Supplemental Cash Flow Information (Tables)

12 Months Ended

Dec. 31, 2022

Supplemental Cash Flow Information

Supplemental cash flow information


	Years Ended December 31,
	2022		2021		2020

	(In thousands)

Cash paid during the period for:
Interest	$	145	$	253	$	311
Income taxes	$	4,160	$	3,450	$	1,099
Non-cash transactions:
Barter revenue	$	2,431	$	2,125	$	2,014
Barter expense	$	2,477	$	2,124	$	1,881
Acquisition of property and equipment	$	2	$	—	$	6
Use of treasury shares for 401(k) match	$	249	$	221	$	250

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2022

Stock-Based Compensation

Summary of Restricted Stock Transactions

The following summarizes the restricted stock transactions for the year ended December 31:


		Weighted
		Average
		Grant Date
	Shares	Fair Value

Outstanding at January 1, 2020	128,224	$	34.66
Granted	—		-
Vested	(62,137)		36.50
Forfeited/canceled/expired	(2,332)		33.65
Outstanding at December 31, 2020	63,755	$	32.90
Granted	77,913		23.00
Vested	(41,059)		33.85
Forfeited/canceled/expired	—		—
Outstanding at December 31, 2021	100,609	$	24.85
Granted	66,274		28.70
Vested	(75,763)		25.45
Forfeited/canceled/expired	—		—
Non-vested and outstanding at December 31, 2022	91,120	$	27.15
Weighted average remaining contractual life (in years)	2.6

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies

Commitments and Contingencies

12. Commitments and Contingencies

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 December 31, 2022, 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 were $6.5 million and $6.1 million at December 31, 2022 and 2021, respectively. Lease liabilities were $6.8 million and $6.4 million at December 31, 2022 and 2021, respectively. During the year ended December 31, 2022, we recorded additional ROU assets under operating leases of $2,279,000, which is a non-cash transaction. Payments on lease liabilities during the year ended December 31, 2022 and 2021 totaled $1,797,000 and $1,777,000,respectively.

Lease expense includes cost for leases with terms in excess of one year. For the years ended December 31, 2022, 2021 and 2020, our total lease expense was $1,807,000, $1,765,000 and $1,752,000, 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 December 31, 2022 (in thousands):


Years Ending December 31,
2023	$	1,829
2024		1,696
2025		1,302
2026		1,071
2027		870
Thereafter		1,225
Total lease payments (a)		7,993
Less: Interest (b)		1,165
Present value of lease liabilities (c)	$	6,828

(a)	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 December 31, 2022.

(b)	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.

(c)	The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were 6.3 years and 4.8%, respectively, at December 31, 2022.

Performance Fees and Royalties

We incur fees from performing rights organizations (“PRO”) to license our public performance of the musical works contained in each PRO’s repertory. The Radio Music Licensing Committee (“RMLC”), of which we are a represented participant, (1) entered into an Interim License Agreement with American Society of Composers, Authors and Publishers that was effective January 1, 2022 and will remain in effect until the date on which the parties reached agreement as to, or there is court determination of, new interim or final fees, terms, and conditions of a new license for the five year period commencing on January 1, 2022 and concluding on December 31, 2026; (2) is negotiating and will enter into, on behalf of the participating members, an Interim License Agreement with Broadcast Music, Inc.; (3) reached an agreement with the Society of European Stage Authors and Composers that is retroactive to January 1, 2016; and (4) in January 2022, RMLC and Global Music Rights (“GMR”) reach a conditional settlement of the GMR-RMLC antitrust and/or unfair competition litigations and we have entered into an agreement with GMR.

To secure the rights to stream music content over the Internet, we also must obtain performance rights licenses and pay public performance royalties to copyright owners of sound recordings (typically, performing artists and record companies). We pay the applicable royalty rates to SoundExchange, the organization designated by the Copyright Royalty Board (“CRB”) to collect and distribute royalties under these statutory licenses. From time to time, SoundExchange notifies us that certain calendar years are subject to routine audits of our royalty payments. The results of such audits could result in higher royalty payments for the subject years. There is no guarantee that the licenses and associated royalty rates that currently are available to us will be available to us in the future. In addition, Congress may consider and adopt legislation that would require us to pay royalties to sound recording copyright owners for broadcasting those recordings on our terrestrial radio stations.

Contingencies

In 2003, in connection with our acquisition of one FM radio station, WJZK-FM serving the Columbus, Ohio market, we entered into an agreement whereby we would pay the seller up to an additional $1,000,000 if we obtain approval from the FCC for a city of license change.

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income taxes

Significant components of the Company's deferred tax liabilities and assets


	December 31,
	2022		2021

	(In thousands)

Deferred tax liabilities:
Property and equipment	$	4,218	$	4,242
Intangible assets		22,355		21,425
Prepaid expenses		477		405
Total deferred tax liabilities		27,050		26,072
Deferred tax assets:
Allowance for doubtful accounts		56		43
Compensation		1,134		1,093
Other accrued liabilities		123		134
		1,313		1,270
Less: valuation allowance		—		—
Total net deferred tax assets		1,313		1,270
Net deferred tax liabilities	$	25,737	$	24,802
Current portion of deferred tax assets	$	341	$	361
Non-current portion of deferred tax liabilities		(26,078)		(25,163)
Net deferred tax liabilities	$	(25,737)	$	(24,802)

Significant components of the provision for income taxes

The significant components of the provision for income taxes are as follows:


	Years Ended December 31,
	2022		2021		2020

	(In thousands)
Current:
Federal	$	2,800	$	3,080	$	850
State		1,065		985		400
Total current		3,865		4,065		1,250
Total deferred		935		195		(545)
Total Income Tax Provision	$	4,800	$	4,260	$	705

Reconciliation of income tax

The reconciliation of income tax at the U.S. federal statutory tax rates to income tax expense (benefit) is as follows:


	Years Ended December 31,
	2022		2021		2020

	(In thousands)
Tax expense (benefit) at U.S. statutory rates	$	2,927	$	3,209	$	(290)
State tax expense, net of federal benefit		939		815		235
Other, net		934		236		760
	$	4,800	$	4,260	$	705

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Class A Common Stock Common Stock.	Class B Common Stock Common Stock.	Additional Paid-in Capital	Retained Earnings	Treasury Stock	Total
Balance at Dec. 31, 2019	$ 68	$ 9	$ 66,811	$ 162,822	$ (37,358)	$ 192,352
Balance, shares at Dec. 31, 2019	6,771	954
Net income (loss)	$ 0	$ 0	0	(1,913)		(1,913)
Conversion of shares from Class B to Class A	$ 0	$ 0	0
Conversion of shares from Class B to Class A (in shares)	16	(16)
Forfeiture of restricted stock	$ 0	$ 0	0
Forfeiture of restricted stock (in shares)	(2)	0
Dividends declared per common share	$ 0	$ 0	0	(1,919)		(1,919)
Compensation expense related to restricted stock awards	0	0	2,221			2,221
Purchase of shares held in treasury	0	0	0		(449)	(449)
401(k) plan contribution	0	0	(132)		382	250
Balance at Dec. 31, 2020	$ 68	$ 9	68,900	158,990	(37,425)	190,542
Balance, shares at Dec. 31, 2020	6,785	938
Net income (loss)	$ 0	$ 0	0	11,157		11,157
Conversion of shares from Class B to Class A	$ 0	$ 0	0
Conversion of shares from Class B to Class A (in shares)	12	(12)
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures	$ 0	$ 0	0
Issuance of restricted stock	38	39
Dividends declared per common share	$ 0	$ 0	0	(5,901)		(5,901)
Compensation expense related to restricted stock awards	0	0	1,335			1,335
Purchase of shares held in treasury	0	0	0		(435)	(435)
401(k) plan contribution	0	0	(200)		421	221
Balance at Dec. 31, 2021	$ 68	$ 9	70,035	164,246	(37,439)	196,919
Balance, shares at Dec. 31, 2021	6,835	965
Net income (loss)	$ 0	$ 0	0	9,202		9,202
Conversion of shares from Class B to Class A	$ 9	$ (9)	0
Conversion of shares from Class B to Class A (in shares)	965	(965)
Stock Issued During Period, Value, Restricted Stock Award, Net of Forfeitures	$ 1	$ 0	(1)
Issuance of restricted stock	67	0
Dividends declared per common share	$ 0	$ 0	0	(29,552)		(29,552)
Compensation expense related to restricted stock awards	0	0	1,858			1,858
Purchase of shares held in treasury	0	0	0		(147)	(147)
401(k) plan contribution	0	0	(228)		477	249
Balance at Dec. 31, 2022	$ 78	$ 0	$ 71,664	$ 143,896	$ (37,109)	$ 178,529
Balance, shares at Dec. 31, 2022	7,867	0

Quarterly Results of Operations (Details) - USD ($) $ / shares in Units, shares in Thousands	3 Months Ended										12 Months Ended
	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Quarterly Results of Operations (Unaudited)
Net operating revenue	$ 30,125,000	$ 29,980,000	$ 29,821,000	$ 24,967,000	$ 29,151,000	$ 28,845,000	$ 28,046,000	$ 22,301,000			$ 114,893,000	$ 108,343,000	$ 95,813,000
Station operating expense	22,888,000	22,295,000	21,786,000	20,568,000	21,615,000	21,690,000	21,017,000	18,923,000			87,537,000	83,245,000	81,586,000
Corporate G&A	2,330,000	6,667,000	2,609,000	2,694,000	2,570,000	2,538,000	2,494,000	2,438,000			14,300,000	10,040,000	11,574,000
Other operating expense (income), net	(17,000)	(37,000)	45,000	(5,000)	32,000	(2,000)	(80,000)	57,000			(14,000)	7,000	(1,247,000)
Impairment of broadcast licenses									$ 1,400,000	$ 3,800,000			5,149,000
Operating income (loss)	4,924,000	1,055,000	5,381,000	1,710,000	4,934,000	4,619,000	4,615,000	883,000			13,070,000	15,051,000	(1,249,000)
Other (income) expenses:
Interest expense	34,000	32,000	32,000	32,000	66,000	73,000	72,000	73,000			130,000	284,000	340,000
Interest (income)	(223,000)	(134,000)	(49,000)	(4,000)	(2,000)	(4,000)	(4,000)	(6,000)			(410,000)	(16,000)	(148,000)
Other (income) expense	(616,000)	(34,000)		(2,000)	(52,000)	(279,000)	(31,000)	(272,000)			(652,000)	(634,000)	(233,000)
Income before income taxes	5,729,000	1,191,000	5,398,000	1,684,000	4,922,000	4,829,000	4,578,000	1,088,000			14,002,000	15,417,000	(1,208,000)
Income tax provision (benefit)	1,450,000	1,295,000	1,575,000	480,000	1,230,000	1,375,000	1,325,000	330,000			$ 4,800,000	$ 4,260,000	$ 705,000
Net income (loss)	$ 4,279,000	$ (104,000)	$ 3,823,000	$ 1,204,000	$ 3,692,000	$ 3,454,000	$ 3,253,000	$ 758,000
Basic earnings (loss) per share	$ 0.70	$ (0.01)	$ 0.63	$ 0.20	$ 0.60	$ 0.58	$ 0.54	$ 0.13			$ 1.52	$ 1.85	$ (0.32)
Weighted average common shares	6,013	5,961	5,952	5,948	5,922	5,917	5,917	5,913			5,973	5,917	5,871
Diluted earnings (loss) per share	$ 0.70	$ (0.01)	$ 0.63	$ 0.20	$ 0.60	$ 0.58	$ 0.54	$ 0.13			$ 1.52	$ 1.85	$ (0.32)
Weighted average common and common equivalent shares	6,013	5,961	5,952	5,948	5,922	5,917	5,917	5,913			5,973	5,917	5,871

Income Taxes (Significant components of the Company's deferred tax liabilities and assets) (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax liabilities:
Property and equipment	$ 4,218,000	$ 4,242,000
Intangible assets	22,355,000	21,425,000
Prepaid expenses	477,000	405,000
Total deferred tax liabilities	27,050,000	26,072,000
Deferred tax assets:
Allowance for doubtful accounts	56,000	43,000
Compensation	1,134,000	1,093,000
Other accrued liabilities	123,000	134,000
Deferred Tax Assets, Gross, Total	1,313,000	1,270,000
Less: valuation allowance	0	0
Total net deferred tax assets	1,313,000	1,270,000
Net deferred tax liabilities	25,737,000	24,802,000
Current portion of deferred tax assets	341,000	361,000
Non-current portion of deferred tax liabilities	(26,078,000)	(25,163,000)
Net deferred tax liabilities	$ (25,737,000)	$ (24,802,000)

Broadcast Licenses, Goodwill and Other Intangible Assets (Narrative) (Details) - USD ($)	3 Months Ended		12 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Broadcast Licenses, Goodwill and Other Intangible Assets
Impairment of intangible assets	$ 1,400,000	$ 3,800,000			$ 5,149,000
Amortization Expense			$ 48,000	$ 387,000	$ 813,000
2023			71,000
2024			69,000
2025			66,000
2026			65,000
2027			$ 60,000

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value Measurements

Schedule of Fair Value Measurements, Recurring and Nonrecurring

Our assets and liabilities disclosed at fair value are summarized below ($000’s omitted):


		Fair Value
	Fair Value	December 31,		December 31,
Financial Instrument	Hierarchy	2022		2021
Cash and cash equivalents	Level 1	$	36,802	$	54,760
Short-term investments	Level 1		10,090		—
Revolving Credit Facility	Level 2		—		—

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Activity in the allowance for doubtful accounts


							Write Off of
	Balance		Charged to		Allowance		Uncollectible		Balance at
	at Beginning		Costs and		From		Accounts, Net of		End of
Year Ended	of Period		Expenses		Acquisitions		Recoveries		Period

	(in thousands)
December 31, 2022	$	469	$	408	$	—	$	(358)	$	519
December 31, 2021	$	648	$	56	$	—	$	(235)	$	469
December 31, 2020	$	671	$	420	$	—	$	(443)	$	648

Property and equipment

Property and equipment consisted of the following:


	Estimated		December 31,
	Useful Life		2022		2021

	(In thousands)

Land and land improvements		—	$	15,259	$	14,638
Buildings		31.5 years		40,823		38,225
Towers and antennae		7-15 years		26,992		25,918
Equipment		3-15 years		52,459		55,955
Furniture, fixtures and leasehold improvements		7-20 years		7,741		7,129
Vehicles		5 years		2,780		2,854
				146,054		144,719
Accumulated depreciation				(92,856)		(91,375)
Net property and equipment			$	53,198	$	53,344

Schedule of Computation of Basic and Diluted Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:



	Years Ended December 31,
	2022		2021		2020

	(In thousands, except per share data)
Numerator:
Net income	$	9,202	$	11,157	$	(1,913)
Less: Income allocated to unvested participating securities		140		190		(21)
Net income available to common shareholders	$	9,062	$	10,967	$	(1,892)

Denominator:
Denominator for basic earnings per share — weighted average shares		5,973		5,917		5,871
Effect of dilutive securities:
Common stock equivalents		—		—		—
Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions		5,973		5,917		5,871

Earnings per share:
Basic	$	1.52	$	1.85	$	(0.32)
Diluted	$	1.52	$	1.85	$	(0.32)

Income Taxes (Narrative) (Details) - USD ($)	3 Months Ended								12 Months Ended
Income Taxes (Narrative) (Details) - USD ($)	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income taxes
Deferred Tax Assets Tax Deferred Compensation Noncurrent	$ 1,313,000				$ 1,270,000				$ 1,313,000	$ 1,270,000
Income tax expense (benefit)	1,450,000	$ 1,295,000	$ 1,575,000	$ 480,000	1,230,000	$ 1,375,000	$ 1,325,000	$ 330,000	4,800,000	4,260,000	$ 705,000
Income Tax Examination, Penalties and Interest Accrued	0				0				$ 0	$ 0
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent									34.30%	27.60%
Deferred compensation cost		$ 3,800,000
Income Tax Examination, Penalties and Interest Expense											$ 600
Deferred tax asset, valuation allowance	0				0				$ 0	$ 0
Unrecognized tax benefits, income tax penalties accrued	$ 0				$ 0				$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Related Party Transactions (Details) - USD ($)								12 Months Ended
Related Party Transactions (Details) - USD ($)	Nov. 16, 2022	Aug. 22, 2022	Aug. 21, 2022	Aug. 19, 2022	Jan. 25, 2022	Jun. 01, 2012	Jan. 25, 2012	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2023	Jan. 31, 2023	Oct. 31, 2022	Sep. 30, 2022	Sep. 30, 2012
Related Party Transaction [Line Items]
Change in control benchmark percentage of combined voting power								30.00%
Change in control benchmark percentage of voting securities								50.00%
Deferred and other compensation								$ 1,425,000	$ (215,000)	$ 463,000
Change In Control Agreements
Related Party Transaction [Line Items]
Change In Control, Amount Payable, Multiple								1.5
Lumpsum Payment Period								45 days
Employee Continuation Period								6 months
Employee Termination Period								6 months
Amended 2011 Principal Shareholder Employment Agreement
Related Party Transaction [Line Items]
Salary paid					$ 860,000
Increase in salary per annum						3.00%
Amount payable														$ 5,800,000
Common stock issuable, Value														$ 3,900,000
Life insurance policy accrued amount															$ 1,900,000
Salary and accrued vacation time payable													$ 1,900,000
Prorated bonus											$ 633,000
Deferred compensation payable												$ 65,000
Amended 2011 Principal Shareholder Employment Agreement \| 2005 Incentive Compensation Plan
Related Party Transaction [Line Items]
Vested shares		55,000
Vested shares, Value		$ 1,400,000
Life insurance policy surrender value		$ 971,000
Health coverage and life insurance policy term		10 years
Health coverage and Life insurance premium		$ 800,000
Mr. Forgy Employment Agreement
Related Party Transaction [Line Items]
Salary paid	$ 670,000
Increase in salary per annum	4.00%					4.00%
Number of weeks of paid vacation	35 days
Number of years of employment agreement	3 years
Number of years of extension of employment agreement	2 years
Number of years of non extension of employment agreement	1 year
Performance Goals Achievement Period	90 days
Discretionary bonus								$ 50,000
Number of days for termination of employment	30 days
Number of years of agreement not to purchase services from solicit person	12 months
Number of years for non competing	3 years
Mr. Forgy Employment Agreement \| Minimum
Related Party Transaction [Line Items]
Number of weeks of paid vacation							28 days
Percentage of annual performance bonus	35.00%
Employment Agreement, Percent of Annual Performance Bonus	35.00%
Mr. Forgy Employment Agreement \| Maximum
Related Party Transaction [Line Items]
Number of weeks of paid vacation							42 days
Percentage of annual performance bonus	100.00%
Employment Agreement, Percent of Annual Performance Bonus	100.00%
Mr. Forgy Employment Agreement \| Employment Termination by Company Without Cause [Member]
Related Party Transaction [Line Items]
Number of years of employment agreement	3 years
Number of years of extension of employment agreement	2 years
Number of months of continuation of base salary	18 months
Number of years of continuation of base salary from initial term	18 months
Mr. Forgy Employment Agreement \| Employment Termination When Company Not Consenting Renewal [Member]
Related Party Transaction [Line Items]
Number of years of continuation of base salary from initial term	18 months
Percentage of sum related party entitled to receive on base salary	150.00%
Mr. Christian [Member]
Related Party Transaction [Line Items]
Estate owns Percentage				16.00%
Warren S. Lada \| Mr. Lada's Letter Agreement
Related Party Transaction [Line Items]
Salary paid			$ 750,000
Number of days in weeks of transportation provided			3 days
Restricted Stock
Related Party Transaction [Line Items]
Vested shares								75,763	41,059	62,137
Share price								$ 25.45	$ 33.85	$ 36.50
Restricted Stock \| Amended 2011 Principal Shareholder Employment Agreement
Related Party Transaction [Line Items]
Share price		$ 24.80

Stock-Based Compensation (Summary of Restricted Stock Transactions) (Details) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Shares, Granted	1,902,000	1,792,000
Restricted Stock
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	100,609	63,755	128,224
Shares, Granted	66,274	77,913	0
Shares, Vested	(75,763)	(41,059)	(62,137)
Shares, Forfeited			(2,332)
Shares, Non-vested and Outstanding, Ending	91,120	100,609	63,755
Weighted Average Grant Date Fair Value, Outstanding Beginning	$ 24.85	$ 32.90	$ 34.66
Weighted Average Grant Date Fair Value, Granted	28.70	23.00
Weighted Average Grant Date Fair Value, Vested	25.45	33.85	36.50
Weighted Average Grant Date Fair Value, Forfeited			33.65
Weighted Average Grant Date Fair Value, Outstanding Ending	$ 27.15	$ 24.85	$ 32.90
Weighted average remaining contractual life (in years)	2 years 7 months 6 days

Broadcast Licenses, Goodwill and Other Intangible Assets (Amortizable intangible assets) (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 16,315	$ 16,315
Accumulated Amortization	15,944	15,906
Net Amount	371	409
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	4,660	4,660
Accumulated Amortization	4,660	4,660
Noncompete Agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	3,861	3,861
Accumulated Amortization	3,861	3,861
Favorable lease agreements
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	5,965	5,965
Accumulated Amortization	5,624	5,597
Net Amount	341	368
Other intangibles
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,829	1,829
Accumulated Amortization	1,799	1,788
Net Amount	$ 30	$ 41

Broadcast Licenses, Goodwill and Other Intangible Assets (Changes to broadcast licenses) (Details) - USD ($)	3 Months Ended		12 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Broadcast Licenses, Goodwill and Other Intangible Assets
Balance			$ 90,277,000	$ 90,208,000
Acquisitions			30,000	69,000
Impairment charge	$ (1,400,000)	$ (3,800,000)			$ (5,149,000)
Balance			$ 90,307,000	$ 90,277,000	$ 90,208,000