0001558370-20-013375 | 10-Q | XBRL Viewer

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Leases- Minimum Annual Rental Commitments (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Minimum annual rental commitments
2020	$ 438
2021	1,710
2022	1,552
2023	1,226
2024	892
Thereafter	1,911
Total lease payments	7,729
Less: Interest	1,134
Present value of lease liabilities	$ 6,595	$ 7,000

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 48,279	$ 44,034
Accounts receivable, net	13,668	18,962
Prepaid expenses and other current assets	3,278	2,478
Barter transactions	1,227	1,246
Total current assets	66,452	66,720
Property and equipment	142,648	142,403
Less accumulated depreciation	86,771	83,692
Net property and equipment	55,877	58,711
Other assets:
Broadcast licenses, net	90,208	95,311
Goodwill	19,106	18,963
Other intangibles, deferred costs and investments, net	11,521	12,689
Total assets	243,164	252,394
Current liabilities:
Accounts payable	2,226	2,117
Payroll and payroll taxes	6,446	7,439
Dividend payable	0	1,797
Other accrued expenses	4,910	4,996
Barter transactions	1,080	1,152
Total current liabilities	14,662	17,501
Deferred income taxes	23,227	25,152
Long-term debt	10,000	10,000
Other liabilities	7,036	7,389
Total liabilities	54,925	60,042
Commitments and contingencies
Stockholders' equity:
Common stock	77	77
Additional paid-in capital	68,479	66,811
Retained earnings	156,722	162,822
Treasury stock	(37,039)	(37,358)
Total stockholders' equity	188,239	192,352
Total liabilities and stockholders' equity	243,164	252,394
Class A Common Stock
Stockholders' equity:
Total stockholders' equity	68	68
Class B Common Stock
Stockholders' equity:
Total stockholders' equity	$ 9	$ 9

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash flows from operating activities:
Net cash provided by operating activities	$ 8,206	$ 18,968
Cash flows from investing activities:
Acquisition of property and equipment	(1,880)	(4,667)
Acquisition of broadcast properties	(190)	(763)
Proceeds from sale and disposal of assets	1,675	250
Proceeds from insurance claims	213	0
Other investing activities	0	0
Net cash provided by (used in) investing activities	(182)	(5,180)
Cash flows from financing activities:
Cash dividends paid	(3,716)	(6,842)
Payments on long-term debt	0	(10,000)
Purchase of treasury shares	(63)	(603)
Net cash used in financing activities	(3,779)	(17,445)
Net increase (decrease) in cash and cash equivalents	4,245	(3,657)
Cash and cash equivalents, beginning of period	44,034	44,729
Cash and cash equivalents, end of period	$ 48,279	$ 41,072

Revenue

9 Months Ended

Sep. 30, 2020

Revenue

Revenue

3. Revenue

Nature of goods and services

The following is a description of principal activities from which we generate our revenue:

Broadcast Advertising Revenue

Our primary source of revenue is from the sale of advertising for broadcast on our stations. We recognize revenue from the sale of advertising as performance obligations are satisfied upon airing of the advertising; therefore, revenue is recognized at a point in time when each advertising spot is transmitted. Agency commissions are calculated based on a stated percentage applied to gross billing revenue for our advertising inventory placed by an agency and are reported as a reduction of advertising revenue.

Digital Advertising Revenue

We recognize revenue from our digital initiatives across multiple platforms such as targeted digital advertising, online promotions, advertising on our websites, mobile messaging, email marketing and other e-commerce. Revenue is recorded when each specific performance obligation in the digital advertising campaign takes place, typically within a one month period.

Other Revenue

Other revenue includes revenue from concerts, promotional events, tower rent and other miscellaneous items. Revenue is generally recognized when the event is completed, as the promotional events are completed or as each performance obligation is satisfied.

Disaggregation of Revenue

Revenues from contracts with customers comprised the following for the three and nine months ended September 30, 2020 and 2019:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019

	(in thousands)				(in thousands)
Types of Revenue
Broadcast Advertising Revenue, net	$	22,124	$	28,562	$	61,119	$	83,245
Digital Advertising Revenue		845		879		2,412		2,769
Other Revenue		1,174		1,833		3,529		5,267
Net Revenue	$	24,143	$	31,274	$	67,060	$	91,281

Contract Liabilities

Payments from our advertisers are generally due within 30 days although certain advertisers are required to pay in advance. When an advertiser pays for the services in advance of the performance obligations these prepayments are recorded as contract liabilities. Typical contract liabilities relate to prepayments for advertising spots not yet run; prepayments from sponsors for events that have not yet been held; and gift cards sold on our websites used to finance a broadcast advertising campaign. Generally all contract liabilities are expected to be recognized within one year and are included in accounts payable in the Company’s Condensed Consolidated Financial Statements and are immaterial.

Transaction Price Allocated to the Remaining Performance Obligations

As the majority of our sales contracts are one 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 sales contracts which have original expected durations of one year or less.

Long-Term Debt

9 Months Ended

Sep. 30, 2020

Long-Term Debt.

Long-Term Debt

10. Long-Term Debt

Long-term debt consisted of the following:


	September 30,		December 31,
	2020		2019

	(In thousands)
Revolving credit facility	$	10,000	$	10,000
Amounts payable within one year		—		—
	$	10,000	$	10,000

On August 18, 2015, we entered into a new credit facility (the “Credit Facility”) with JPMorgan Chase Bank, N.A., The Huntington National Bank, Citizens Bank, National Association and J.P. Morgan Securities LLC. The Credit Facility consists of a $100 million five-year revolving facility (the “Revolving Credit Facility”) and originally matured on August 18, 2020. On June 27, 2018, the Company entered into a Second Amendment to its Credit Facility, (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 we entered into an assumption agreement and amendment of loan documents as part of our reincorporation as a Florida corporation. The amendment also includes an alternative benchmark rate as a replacement to LIBOR. A copy of this assumption agreement and amendment is was filed as Exhibit 10(v) to our Form 10-Q for the quarter ended June 30, 2020.

We have pledged substantially all of our assets (excluding our FCC licenses and certain other assets) in support of the Credit Facility and each of our subsidiaries has guaranteed the Credit Facility and has pledged substantially all of their assets (excluding their FCC licenses and certain other assets) in support of the Credit Facility.

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, the Company incurred an additional $120,000 of transaction fees related to the Credit Facility that were capitalized. The cumulative transaction fees are being amortized over the remaining life of the Credit Facility.

Interest rates under the Credit Facility are payable, at our option, at alternatives equal to LIBOR (0.1875% at September 30, 2020), plus 1% to 2% or the base rate plus 0% to 1%. The spread over LIBOR and the base rate vary from time to time, depending upon our financial leverage. As previously noted, the May 11, 2020 amendment to the Credit Facility includes an alternative benchmark to LIBOR in the event LIBOR is no longer available. Letters of credit issued under the Credit Facility will be subject to a participation fee (which is equal to the interest rate applicable to Eurocurrency Loans, as defined in the Credit Agreement) payable to each of the Lenders and a fronting fee equal to 0.25% per annum payable to the issuing bank. We also pay quarterly commitment fees of 0.2% to 0.3% per annum on the unused portion of the Revolving Credit Facility.

The Credit Facility contains a number of financial covenants (all of which we were in compliance with at September 30, 2020) which, among other things, require us to maintain specified financial ratios and impose certain limitations on us with respect to investments, additional indebtedness, dividends, distributions, guarantees, liens and encumbrances.

On June 7, 2019, we used $5 million from funds generated by operations to voluntarily pay down a portion of our Revolving Credit Facility.

On February 4, 2019, we used $5 million from funds generated by operations to voluntarily pay down a portion of our Revolving Credit Facility which was presented in current portion of long-term debt on our balance sheet at December 31, 2018.

We had approximately $60 million of unused borrowing capacity under the Revolving Credit Facility at September 30, 2020.

Leases (Tables)

9 Months Ended

Sep. 30, 2020

Leases

Schedule of Minimum Annual Rental Commitments

We have no financing leases and minimum annual rental commitments under non-cancellable operating leases consisted of the following at September 30, 2020 (in thousands):


Years Ending December 31,
2020 (a)	$	438
2021		1,710
2022		1,552
2023		1,226
2024		892
Thereafter		1,911
Total lease payments (b)		7,729
Less: Interest (c)		1,134
Present value of lease liabilities (d)	$	6,595

(a)	Remaining payments are for the three-months ending December 31, 2020

(b)	Lease payments include options to extend lease terms that are reasonably certain of being exercised. There were no legally binding minimum lease payments for leases signed but not yet commenced at September 30, 2020.

(c)	Our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our discount rate for such leases to determine the present value of lease payments at the lease commencement date.

(d)	The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were 6.5 years and 4.5%, respectively, at September 30, 2020.

Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands																			1 Months Ended		3 Months Ended		9 Months Ended
	Mar. 16, 2020	Mar. 04, 2020	Mar. 04, 2020	Jan. 17, 2020	Dec. 27, 2019	Dec. 11, 2019	Dec. 11, 2019	Oct. 11, 2019	Sep. 23, 2019	Sep. 12, 2019	Sep. 12, 2019	Jul. 05, 2019	Jun. 14, 2019	May 30, 2019	Apr. 10, 2019	Mar. 29, 2019	Mar. 12, 2019	Feb. 26, 2019	May 30, 2019	Feb. 26, 2019	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Common Stock, Dividends, Per Share, Declared																					$ 0	$ 0.30	$ 0.32	$ 0.90
Dividends Payable, Date to be Paid	Mar. 16, 2020			Jan. 17, 2020				Oct. 11, 2019				Jul. 05, 2019			Apr. 10, 2020	Mar. 29, 2019
Dividends Payable, Date of Record					Dec. 27, 2019				Sep. 23, 2019				Jun. 14, 2019				Mar. 12, 2019
Dividends		$ 1,900				$ 1,800					$ 1,800								$ 1,800	$ 1,800
Payments of Ordinary Dividends, Common Stock																							$ 3,716	$ 6,842
Dividends Payable, Date Declared			Mar. 04, 2020				Dec. 11, 2019			Sep. 12, 2019				May 30, 2019				Feb. 26, 2019
Class A Common Stock
Common Stock, Dividends, Per Share, Declared			$ 0.32			$ 0.30					$ 0.30								$ 0.30	$ 0.30
Class B Common Stock
Common Stock, Dividends, Per Share, Declared		$ 0.32				$ 0.30					$ 0.30								$ 0.30	$ 0.30

Common Stock and Treasury Stock (Tables)

9 Months Ended

Sep. 30, 2020

Common Stock and Treasury Stock

Schedule of Stock by Class

The following summarizes information relating to the number of shares of our common stock issued in connection with stock transactions through September 30, 2020:


	Common Stock Issued
	Class A	Class B

	(Shares in thousands)
Balance, January 1, 2019	6,732	923
Conversion of shares	13	(13)
Issuance of restricted stock	29	44
Forfeiture of restricted stock	(3)	—
Balance, December 31, 2019	6,771	954
Forfeiture of restricted stock	(2)	—
Balance, September 30, 2020	6,769	954

- Definition

Tabular disclosure of an entity's stock, including par or stated value per share, number and dollar amount of share subscriptions, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, share conversion features, par value plus additional paid in capital, the value of treasury stock and other information necessary to a fair presentation, and EPS information. Stock by class includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount; dollar amount of any shares subscribed but unissued and the deduction of subscriptions receivable there from; number of shares authorized, issued, and outstanding.

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+ Details

Other Income

9 Months Ended

Sep. 30, 2020

Other Income

Other Income

13. Other Income

During the first quarter of 2020, the Company sold land and a building on one of its tower sites in its Bellingham, Washington market for approximately $1.7 million to Talbot Real Estate, LLC. The cash was received on April 1, 2020. The Company recognized a gain on the sale of assets of approximately $1.4 million as of June 30, 2020. The gain is recorded in the other operating (income) expense, net in the Company’s Condensed 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 the Company received cash proceeds of $208 thousand, resulting in a gain of $208 thousand. The gain is recorded in other (income) expense, net, in the Company’s Condensed Consolidated Statements of Income.

Income Taxes

9 Months Ended

Sep. 30, 2020

Income Taxes

Income Taxes

8. 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 $1.1 million was recorded for the three months ended September 30, 2020 compared to income tax expense of $1.5 million for the three months ended September 30, 2019. The effective tax rate was approximately 628% for the three months ended September 30, 2020 compared to 30.5% for the three months ended September 30, 2019. An income tax benefit of $2.0 million was recorded for the nine months ended September 30, 2020 compared to income tax expense of $3.9 million for the nine months ended September 30, 2019. The effective tax rate was approximately 32.1% for the nine months ended September 30, 2020 compared to 29.0% for the nine months ended September 30, 2019. Income tax provisions for interim (quarterly) periods are based on estimated annual income tax rates and are adjusted for the effects of significant, infrequent or unusual items (i.e. discrete items) occurring during the interim period. The current quarter and year to date tax rate was impacted by the broadcast license impairment charge which was a discrete item and contributed approximately $400 thousand of tax benefit for the three months ended September 30, 2020 and $1.5 million of tax benefit for the nine month period ended September 30, 2020.

Revenue (Tables)

9 Months Ended

Sep. 30, 2020

Revenue

Schedule of Disaggregation of Revenue

Revenues from contracts with customers comprised the following for the three and nine months ended September 30, 2020 and 2019:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019

	(in thousands)				(in thousands)
Types of Revenue
Broadcast Advertising Revenue, net	$	22,124	$	28,562	$	61,119	$	83,245
Digital Advertising Revenue		845		879		2,412		2,769
Other Revenue		1,174		1,833		3,529		5,267
Net Revenue	$	24,143	$	31,274	$	67,060	$	91,281

Stock-Based Compensation

9 Months Ended

Sep. 30, 2020

Stock-Based Compensation

Stock-Based Compensation

9. Stock-Based Compensation

2005 Incentive Compensation Plan

On October 16, 2013 our stockholders approved the Second Amended and Restated Saga Communications, Inc. 2005 Incentive Compensation Plan, which was amended in 2018 after approval of the amendment by our stockholders at our 2018 annual meeting (as amended, the “Second Restated 2005 Plan”). The 2005 Incentive Compensation Plan, which replaced our 2003 Stock Option Plan, was first approved by stockholders in 2005 and subsequently this plan was re-approved by stockholders in 2010. The changes made in 2013 in the Second Restated 2005 Plan (i) increased the number of authorized shares by 233,334 shares of Common Stock, (ii) extended the date for making awards to September 6, 2018, (iii) included directors as participants, (iv) targeted awards according to groupings of participants based on ranges of base salary of employees and/or retainers of directors, (v) required participants to retain 50 % of their net annual restricted stock awards during their employment or service as a director, and (vi) included a clawback provision. The 2018 amendment to the Second Restated 2005 Plan (i) extended the date for making awards to September 6, 2023 and (ii) increased the number of authorized shares under the Plan by 90,000 shares of Class B Common Stock. The Second Restated 2005 Plan allows for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards to eligible employees and non-employee directors.

The number of shares of Common Stock that may be issued under the Second Restated 2005 Plan may not exceed 370,000 shares of Class B Common Stock, 990,000 shares of Class A Common Stock of which up to 620,000 shares of Class A Common Stock may be issued pursuant to incentive stock options and 370,000 Class A Common Stock issuable upon conversion of Class B Common Stock. Awards denominated in Class A Common Stock may be granted to any employee or director under the Second Restated 2005 Plan. However, awards denominated in Class B Common Stock may only be granted to Edward K. Christian, President, Chief Executive Officer, Chairman of the Board of Directors, and the holder of 100% of the outstanding Class B Common Stock of the Company. Stock options granted under the Second Restated 2005 Plan may be for terms not exceeding ten years from the date of grant and may not be exercised at a price which is less than 100% of the fair market value of shares at the date of grant.

Stock-Based Compensation

All stock options granted were fully vested and expensed at December 31, 2012, therefore there was no compensation expense related to stock options for the three and nine months ended September 30, 2020 and 2019, respectively.

There were no options granted during 2020 and 2019 and there were no stock options outstanding as of September 30, 2020. All outstanding stock options were exercised in 2017.

The following summarizes the restricted stock transactions for the nine months ended September 30, 2020:


		Weighted
		Average
		Grant Date
		Fair
	Shares	Value
Outstanding at January 1, 2020	128,224	$	34.66
Vested	5,376		34.83
Forfeited	1,802		33.67
Non-vested and outstanding at September 30, 2020	121,046	$	34.67

For the three and nine months ended September 30, 2020 and 2019, we had $618,000, $1,799,000, $532,000 and $1,656,000, respectively, of total compensation expense related to restricted stock-based compensation arrangements. This expense is included in corporate general and administrative expenses in our results of operations. The associated tax

benefit recognized for the three and nine months ended September 30, 2020 and 2019 was $71,000, $198,000, $51,000 and $176,000, respectively.

Income taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Income Taxes
Income tax expense (benefit)	$ 1,130	$ 1,460	$ (1,975)	$ 3,860
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	628.00%	30.50%	32.10%	29.00%
Effective Income Tax Rate Reconciliation, Other Adjustments, Amount	$ 400		$ 1,500

Common Stock and Treasury Stock - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Common Stock [Line Items]
Share repurchase program, authorized amount	$ 75,800,000		$ 75,800,000
Stock repurchase program, remaining authorization amount	$ 19,200,000		$ 19,200,000
Stock Buy back Program [Member]
Common Stock [Line Items]
Stock Repurchased During Period, Shares	1,000	9,600	2,600	20,700
Stock Repurchased During Period, Value	$ 22,000	$ 276,000	$ 63,000	$ 603,000

Stock-Based Compensation - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Oct. 16, 2013	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Stock Based Compensation [Abstract]
Stock-Based Compensation expense		$ 0	$ 0	$ 0	$ 0
Stock options granted				0	0
Stock options outstanding		0		0
Increase in number of common stock shares authorized	233,334
Percentage to retain annual restricted stock awards	50.00%
Stock options exercise price description					may not be exercised at a price which is less than 100% of the fair market value of shares at the date of grant
Restricted Stock [Member]
Stock Based Compensation [Abstract]
Stock-Based Compensation expense		$ 618,000	532,000	$ 1,799,000	$ 1,656,000
Recognized tax benefits		$ 71,000	$ 51,000	$ 198,000	$ 176,000
Class A Common Stock \| Stock Option [Member]
Stock Based Compensation [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	990,000
Class A Common Stock \| Convert For Class B [Member]
Stock Based Compensation [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	370,000
Class A Common Stock \| Incentive Compensation Plan [Member]
Stock Based Compensation [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	620,000
Class B Common Stock
Stock Based Compensation [Abstract]
Increase in number of common stock shares authorized	90,000
Class B Common Stock \| Stock Option [Member]
Stock Based Compensation [Abstract]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	370,000

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2020	Nov. 05, 2020
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Amendment Flag	false
Document Period End Date	Sep. 30, 2020
Document Transition Report	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Entity File Number	1-11588
Entity Registrant Name	SAGA COMMUNICATIONS INC
Entity Central Index Key	0000886136
Current Fiscal Year End Date	--12-31
Entity Incorporation, State or Country Code	FL
Entity Tax Identification Number	38-3042953
Entity Address, Address Line One	73 Kercheval Avenue
Entity Address, City or Town	Grosse Pointe Farms
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48236
City Area Code	313
Local Phone Number	886-7070
Title of 12(b) Security	Class A Common Stock, par value $.01 per share
Trading Symbol	SGA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,038,969
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		953,842

Broadcast License, Goodwill and Other Intangible Assets (Details) - USD ($)	3 Months Ended		9 Months Ended	12 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Sep. 30, 2020	Dec. 31, 2021
Impairment of intangible assets, finite-lived	$ 1,400,000		$ 3,800,000
Goodwill, impairment loss	0	$ 0
Impairment of long-lived assets held-for-use	$ 0	$ 0
Customer relationships [Member]
Finite-Lived Intangible Asset, Useful Life			3 years
Maximum [Member]
Increase (decrease) in revenues			21.40%	10.70%
Maximum [Member] \| Favorable lease agreements [Member]
Finite-Lived Intangible Asset, Useful Life			26 years
Maximum [Member] \| Other Intangible [Member]
Finite-Lived Intangible Asset, Useful Life			15 years
Minimum [Member]
Increase (decrease) in revenues			10.40%
Minimum [Member] \| Forecast
Increase (decrease) in revenues				7.60%
Minimum [Member] \| Favorable lease agreements [Member]
Finite-Lived Intangible Asset, Useful Life			5 years
Minimum [Member] \| Other Intangible [Member]
Finite-Lived Intangible Asset, Useful Life			1 year

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2020

Summary of Significant Accounting Policies

Schedule of Computation of Basic and Diluted Earnings Per Share


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019

	(In thousands, except per share data)
Numerator:
Net income (loss)	$	(950)	$	3,334	$	(4,181)	$	9,438
Less: Income (loss) allocated to unvested participating securities		(20)		61		(86)		173
Net income (loss) available to common stockholders	$	(930)	$	3,273	$	(4,095)	$	9,265

Denominator:
Denominator for basic earnings (loss) per share — weighted average shares		5,869		5,834		5,867		5,840
Effect of dilutive securities:
Common stock equivalents		—		—		—		—
Denominator for diluted earnings (loss) per share — adjusted weighted-average shares and assumed conversions		5,869		5,834		5,867		5,840

Earnings (loss) per share:
Basic	$	(.16)	$	.56	$	(.70)	$	1.59
Diluted	$	(.16)	$	.56	$	(.70)	$	1.59

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Net operating revenue	$ 24,143	$ 31,274	$ 67,060	$ 91,281
Operating expenses :
Station operating expenses	19,616	23,600	60,467	69,642
Corporate general and administrative	2,838	2,788	8,923	8,179
Other operating expense (income), net	50	85	(1,234)	86
Impairment of broadcast licenses	1,392	0	5,149	0
Operating income (loss)	247	4,801	(6,245)	13,374
Interest expense	75	180	265	572
Interest income	(8)	(162)	(141)	(485)
Other income	0	(11)	(213)	(11)
Income (loss) before income tax (benefit) expense	180	4,794	(6,156)	13,298
Income tax (benefit) expense	1,130	1,460	(1,975)	3,860
Income from continuing operations, net of tax	(950)	3,334	(4,181)	9,438
Net income	$ (950)	$ 3,334	$ (4,181)	$ 9,438
Basic earnings per share:
Basic earnings (loss) per share	$ (0.16)	$ 0.56	$ (0.70)	$ 1.59
Weighted average common shares	5,869	5,834	5,867	5,840
Diluted earnings (loss) per share
Diluted earning (loss) per share	$ (0.16)	$ 0.56	$ (0.70)	$ 1.59
Weighted average common shares	5,869	5,834	5,867	5,840
Weighted average common and common equivalent shares	5,869	5,834	5,867	5,840
Dividends declared per share	$ 0	$ 0.30	$ 0.32	$ 0.90

Recent Accounting Pronouncements

9 Months Ended

Sep. 30, 2020

Recent Accounting Pronouncements

Recent Accounting Pronouncements

2. Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350)” (“ASU 2017-04”) which removes step 2 from the goodwill impairment test. Under the new guidance, if a reporting unit’s carrying amount exceeds its fair value, an entity will record an impairment charge based on that difference. The impairment charge will be limited to the amount of goodwill allocated to that reporting unit. ASU 2017-04 will be applied prospectively and is effective for fiscal years and interim impairment tests performed in periods beginning after December 15, 2019 with early adoption permitted. The Company adopted this standard January 1, 2020 and there was no material impact.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. The guidance requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires the consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for fiscal years and interim periods beginning after December 15, 2019. The Company adopted this standard January 1, 2020 and there was no material impact.

Recent Accounting Pronouncements – Not Yet Adopted

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Incomes Taxes” (“ASU 2019-02”) which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing

guidance regarding the tax treatment of certain franchise taxes, goodwill and nontaxable entities, among other items to improve consistent application. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021 and interim periods beginning after December 15, 2022. We are currently evaluating the impact of this standard on our consolidated financial statements.

Acquisitions and Dispositions - Additional Information (Details) - USD ($) $ in Thousands			12 Months Ended
	Jan. 02, 2020	Jan. 09, 2019	Dec. 31, 2020	Dec. 31, 2019
W295BL
Business Acquisition [Line Items]
Business Combination, Consideration Transferred	$ 200
Consideration paid				$ 10
W295BL \| Forecast
Business Acquisition [Line Items]
Consideration paid			$ 190
WPVQ-AM and W222CH
Business Acquisition [Line Items]
Business Combination, Consideration Transferred		$ 210

Acquisitions and Dispositions (Tables)

9 Months Ended

Sep. 30, 2020

Acquisitions and Dispositions

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

Condensed Consolidated Balance Sheet of 2020 and 2019 Acquisitions


	Acquisitions in
	2020		2019

	(In thousands)
Assets Acquired:
Current assets	$	—	$	—
Property and equipment		11		25
Other assets:
Broadcast licenses		46		61
Goodwill		143		124
Other intangibles, deferred costs and investments		—		—
Total other assets		189		185
Total assets acquired		200		210
Liabilities Assumed:
Current liabilities		—		—
Total liabilities assumed		—		—
Net assets acquired	$	200	$	210

Common Stock and Treasury Stock - Information Relating to the Number of Shares of Our Common Stock Issued (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended	12 Months Ended
	Jun. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Dec. 31, 2019
Class A Common Stock
Common Stock [Line Items]
Balance, shares	6,771	6,732	6,771	6,732
Conversion of shares				13
Issuance of restricted stock				29
Forfeiture of restricted stock (in shares)	(2)	(2)	(2)	(3)
Balance, shares	6,769	6,730	6,769	6,771
Class B Common Stock
Common Stock [Line Items]
Balance, shares	954	923	954	923
Conversion of shares				(13)
Issuance of restricted stock				44
Forfeiture of restricted stock (in shares)	0	0	0	0
Balance, shares	954	923	954	954

Dividends

9 Months Ended

Sep. 30, 2020

Dividends

Dividends

12. Dividends

On June 18, 2020, the Company’s 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, the Company’s Board of Directors declared a regular 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.

On December 11, 2019, the Company’s Board of Directors declared a quarterly cash dividend of $0.30 per share on its Classes A and B shares. This dividend totaling approximately $1.8 million was paid on January 17, 2020 to shareholders of record on December 27, 2019 and funded by cash on the Company’s balance sheet.

On September 12, 2019, the Company’s Board of Directors declared a regular cash dividend of $0.30 per share on its Classes A and B Common Stock. This dividend, totaling approximately $1.8 million was paid on October 11, 2019 to shareholders of record on September 23, 2019 and funded by cash on the Company’s balance sheet.

On May 30, 2019, the Company’s Board of Directors declared a regular cash dividend of $0.30 per share on its Classes A and B Common Stock. This dividend, totaling approximately $1.8 million, was paid on July 5, 2019 to shareholders of record on June 14, 2019 and funded by cash on the Company’s balance sheet.

On February 26, 2019, the Company’s Board of Directors declared a regular cash dividend of $0.30 per share on its Classes A and B Common Stock. This dividend, totaling approximately $1.8 million, was paid on March 29, 2019 to shareholders of record on March 12, 2019.

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2020

Stock-Based Compensation

Summary of Restricted Stock Transactions

The following summarizes the restricted stock transactions for the nine months ended September 30, 2020:


		Weighted
		Average
		Grant Date
		Fair
	Shares	Value
Outstanding at January 1, 2020	128,224	$	34.66
Vested	5,376		34.83
Forfeited	1,802		33.67
Non-vested and outstanding at September 30, 2020	121,046	$	34.67

Litigation

9 Months Ended

Sep. 30, 2020

Litigation

Litigation

11. Litigation

The Company is subject to various outstanding claims which arise in the ordinary course of business and to other legal proceedings. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company’s financial statements.

Broadcast License, Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2020

Broadcast License, Goodwill and Other Intangible Assets

Schedule of certain key estimates and assumptions used in impairment test



	Second and Third Quarter 2020	Fourth Quarter 2019	Fourth Quarter 2018
Discount Rates	12.6% - 13.0%	12.2% - 12.2%	12.0% - 12.0%
Operating profit margin ranges	17.8% - 36.4%	19.0% - 36.4%	19.0% - 36.4%
Market long-term revenue growth rates	0.2% - 2.9%	0.0% - 2.9%	0.5% - 2.9%

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Class A Common Stock	Class B Common Stock	Additional Paid-in Capital	Retained Earnings	Treasury Stock	Total
Balance at Dec. 31, 2018	$ 67	$ 9	$ 64,795	$ 156,689	$ (36,561)	$ 184,999
Balance, shares at Dec. 31, 2018	6,732	923
Net income (loss)	$ 0	$ 0	0	1,370	0	1,370
Dividends declared per common share	0	0	0	(1,784)	0	(1,784)
Compensation expense related to restricted stock awards	0	0	559	0	0	559
Purchase of shares held in treasury	0	0	0	0	(80)	(80)
401(k) plan contribution	0	0	(113)	0	375	262
Balance at Mar. 31, 2019	$ 67	$ 9	65,241	156,275	(36,266)	185,326
Balance, shares at Mar. 31, 2019	6,732	923
Balance at Dec. 31, 2018	$ 67	$ 9	64,795	156,689	(36,561)	184,999
Balance, shares at Dec. 31, 2018	6,732	923
Net income (loss)						9,438
Balance at Sep. 30, 2019	$ 67	$ 9	66,338	160,778	(36,789)	190,403
Balance, shares at Sep. 30, 2019	6,730	923
Balance at Dec. 31, 2018	$ 67	$ 9	64,795	156,689	(36,561)	184,999
Balance, shares at Dec. 31, 2018	6,732	923
Issuance of restricted stock (in shares)	29	44
Forfeiture of restricted stock (in shares)	(3)	0
Balance at Dec. 31, 2019	$ 68	$ 9	66,811	162,822	(37,358)	192,352
Balance, shares at Dec. 31, 2019	6,771	954
Balance at Mar. 31, 2019	$ 67	$ 9	65,241	156,275	(36,266)	185,326
Balance, shares at Mar. 31, 2019	6,732	923
Net income (loss)	$ 0	$ 0	0	4,734	0	4,734
Dividends declared per common share	0	0	0	(1,784)	0	(1,784)
Compensation expense related to restricted stock awards	0	0	565	0	0	565
Purchase of shares held in treasury	0	0	0	0	(247)	(247)
Balance at Jun. 30, 2019	$ 67	$ 9	65,806	159,225	(36,513)	188,594
Balance, shares at Jun. 30, 2019	6,732	923
Net income (loss)	$ 0	$ 0	0	3,334	0	3,334
Forfeiture of restricted stock	$ 0	$ 0	0	0	0	0
Forfeiture of restricted stock (in shares)	(2)	0
Dividends declared per common share	$ 0	$ 0	0	(1,781)	0	(1,781)
Compensation expense related to restricted stock awards	0	0	532	0	0	532
Purchase of shares held in treasury	0	0	0	0	(276)	(276)
Balance at Sep. 30, 2019	$ 67	$ 9	66,338	160,778	(36,789)	190,403
Balance, shares at Sep. 30, 2019	6,730	923
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	1,680	0	1,680
Dividends declared per common share	0	0	0	(1,919)	0	(1,919)
Compensation expense related to restricted stock awards	0	0	569	0	0	569
Purchase of shares held in treasury	0	0	0	0	(20)	(20)
401(k) plan contribution	0	0	(131)	0	382	251
Balance at Mar. 31, 2020	$ 68	$ 9	67,249	162,583	(36,996)	192,913
Balance, shares at Mar. 31, 2020	6,771	954
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)						(4,181)
Forfeiture of restricted stock (in shares)	(2)	0
Balance at Sep. 30, 2020	$ 68	$ 9	68,479	156,722	(37,039)	188,239
Balance, shares at Sep. 30, 2020	6,769	954
Balance at Mar. 31, 2020	$ 68	$ 9	67,249	162,583	(36,996)	192,913
Balance, shares at Mar. 31, 2020	6,771	954
Net income (loss)	$ 0	$ 0	0	(4,911)	0	(4,911)
Forfeiture of restricted stock	$ 0	$ 0	0	0	0	0
Forfeiture of restricted stock (in shares)	(2)	0
Compensation expense related to restricted stock awards	$ 0	$ 0	612	0	0	612
Purchase of shares held in treasury	0	0	0	0	(21)	(21)
Balance at Jun. 30, 2020	$ 68	$ 9	67,861	157,672	(37,017)	188,593
Balance, shares at Jun. 30, 2020	6,769	954
Net income (loss)	$ 0	$ 0	0	(950)	0	(950)
Compensation expense related to restricted stock awards	0	0	618	0	0	618
Purchase of shares held in treasury	0	0	0	0	(22)	(22)
Balance at Sep. 30, 2020	$ 68	$ 9	$ 68,479	$ 156,722	$ (37,039)	$ 188,239
Balance, shares at Sep. 30, 2020	6,769	954

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2020

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for annual financial statements.

In our opinion, the accompanying financial statements include all adjustments of a normal, recurring nature considered necessary for a fair presentation of our financial position as of September 30, 2020 and the results of operations for the three and nine months ended September 30, 2020 and 2019. Results of operations for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.

We own or operate broadcast properties in 27 markets, including 79 FM and 34 AM radio stations and 78 metro signals.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Saga Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 2019.

We have evaluated events and transactions occurring subsequent to the balance sheet date of September 30, 2020, for items that should potentially be recognized in these financial statements or discussed within the notes to the financial statements.

Earnings Per Share

Earnings Per Share Information

Earnings per share is calculated using the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security. The Company has participating securities related to restricted stock units, granted under the Company’s Second Amended and Restated 2005 Incentive Compensation Plan, that earn dividends on an equal basis with common shares. In applying the two-class method, earnings are allocated to both common shares and participating securities.

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019

	(In thousands, except per share data)
Numerator:
Net income (loss)	$	(950)	$	3,334	$	(4,181)	$	9,438
Less: Income (loss) allocated to unvested participating securities		(20)		61		(86)		173
Net income (loss) available to common stockholders	$	(930)	$	3,273	$	(4,095)	$	9,265

Denominator:
Denominator for basic earnings (loss) per share — weighted average shares		5,869		5,834		5,867		5,840
Effect of dilutive securities:
Common stock equivalents		—		—		—		—
Denominator for diluted earnings (loss) per share — adjusted weighted-average shares and assumed conversions		5,869		5,834		5,867		5,840

Earnings (loss) per share:
Basic	$	(.16)	$	.56	$	(.70)	$	1.59
Diluted	$	(.16)	$	.56	$	(.70)	$	1.59

There were no stock options outstanding that had an antidilutive effect on our earnings per share calculation for the three and nine months ended September 30, 2020 and 2019, respectively. The actual effect of these shares, if any, on the diluted earnings per share calculation will vary significantly depending on the fluctuation in the stock price.

Financial Instruments

Our financial instruments are comprised of cash and cash equivalents, accounts receivable, accounts payable and long-term debt. The carrying value of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short maturities. The carrying value of long-term debt approximates fair value as it carries interest rates that either fluctuate with the euro-dollar rate, prime rate or have been reset at the prevailing market rate at September 30, 2020.

Allowance for Doubtful Accounts

A provision for doubtful accounts is recorded based on our judgment of collectability of receivables. Amounts are written off when determined to be fully uncollectible. Delinquent accounts are based on contractual terms. We have included in our calculation of our allowance for doubtful accounts, the potential impact of the COVID-19 pandemic on our customers’ businesses and their ability to pay their accounts receivable. We maintain a specific allowance for estimated losses resulting from the inability of certain customers to make required payments. We also consider factors external to the specific customer, including current conditions and forecasts of economic conditions, including the potential impact of the COVID-19 pandemic. In the event we recover amounts previously written off, we will reduce the specific allowance for credit loss.

Income Taxes

Our effective tax rate is higher than the federal statutory rate as a result of the inclusion of state taxes in the income tax amount. We have historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period.

Segments

We serve twenty-seven radio markets (reporting units) that aggregate into one operating segment (Radio), which also qualifies as a reportable segment. We operate under one reportable business segment for which segment disclosure is consistent with the management decision-making process that determines the allocation of resources and the measuring of performance. The Chief Operating Decision Maker (“CODM”) evaluates the results of the radio operating segment and makes operating and capital investment decisions based at the Company level. Furthermore, technological enhancements and system integration decisions are reached at the Company level and applied to all markets rather than to specific or individual markets to ensure that each market has the same tools and opportunities as every other market. Managers at the market level do not report to the CODM and instead report to other senior management, who are responsible for the operational oversight of radio markets and for communication of results to the CODM. We continually review our operating segment classification to align with operational changes in our business and may make changes as necessary.

Time Brokerage Agreements/Local Marketing Agreements

We have entered into Time Brokerage Agreements (“TBAs”) or Local Marketing Agreements (“LMAs”) in certain markets. In a typical TBA/LMA, the FCC licensee of a station makes available, for a fee, blocks of air time on its station to another party that supplies programming to be broadcast during that air time and sells their own commercial advertising announcements during the time periods specified. Revenue and expenses related to TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Statements of Income. Assets and liabilities related to the TBAs/LMAs are included in the accompanying unaudited Condensed Consolidated Balance Sheets.

- Definition

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI http://asc.fasb.org/extlink&oid=116657188&loc=SL116659661-227067

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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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+ 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		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Numerator:
Net income (loss)	$ (950)	$ 3,334	$ (4,181)	$ 9,438
Less: Income (loss) allocated to unvested participating securities	(20)	61	(86)	173
Net income available to common stockholders	$ (930)	$ 3,273	$ (4,095)	$ 9,265
Denominator:
Denominator for basic earnings (loss) per share - weighted average shares	5,869	5,834	5,867	5,840
Effect of dilutive securities:
Common stock equivalents	0	0	0	0
Denominator for diluted earnings per share - adjusted weighted-average shares and assumed conversions	5,869	5,834	5,867	5,840
Basic earnings (loss) per share:
Basic	$ (0.16)	$ 0.56	$ (0.70)	$ 1.59
Diluted earnings (loss) per share
Diluted earning (loss) per share	$ (0.16)	$ 0.56	$ (0.70)	$ 1.59

Broadcast License, Goodwill and Other Intangible Assets

9 Months Ended

Sep. 30, 2020

Broadcast License, Goodwill and Other Intangible Assets

Broadcast License, Goodwill and Other Intangible Assets

4. Broadcast License, 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 is greater than the implied value of goodwill determined by completing a hypothetical purchase price allocation using estimated fair value, the carrying amount of goodwill 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.

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 and third quarter of 2020, and the significant decline in our revenue pacing information for the fourth quarter of 2020 (excluding political advertising) and beyond 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. We also reviewed our value of goodwill and other long-lived assets during the second quarter of 2020 as of June 30, 2020 and again in the third quarter of 2020 as of September 30, 2020, noting no impairment in goodwill or other long-lived assets. Our broadcast revenue has been 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 have 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 quarter and year to date were political advertising and government/public service/issue. 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 are starting to see increased revenues from our low point in Q2 2020, however, they are not at the previously expected recovery rate. Many areas of advertising and markets are slower to recover than we had expected during our Q2 2020 impairment analysis.

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. 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.

The following table reflects certain key estimates and assumptions used in the impairment test in the second and third quarter of 2020 and the fourth quarter of 2019, and 2018. The ranges for operating profit margin and market long-term revenue growth rates vary by market. In general, when comparing among 2020, 2019 and 2018: (1) the market specific operating profit margin range remained relatively consistent with some decreases to our smaller markets due to the cost of operations in a small market ; (2) the market long-term revenue growth rates were relatively consistent; (3) the discount rate increased a small percentage due to the COVID-19 pandemic; and (4) current year revenue projections were 10.4% - 21.4% lower than previously projected for 2020 and revenue projections for 2021 were 7.6% - 10.7% lower than previously projected.



	Second and Third Quarter 2020	Fourth Quarter 2019	Fourth Quarter 2018
Discount Rates	12.6% - 13.0%	12.2% - 12.2%	12.0% - 12.0%
Operating profit margin ranges	17.8% - 36.4%	19.0% - 36.4%	19.0% - 36.4%
Market long-term revenue growth rates	0.2% - 2.9%	0.0% - 2.9%	0.5% - 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.

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

Leases

9 Months Ended

Sep. 30, 2020

Leases

Leases

6. Leases

We lease certain land, buildings and equipment for use in our operations. We recognize lease expense for these leases on a straight-line basis over the lease term and combine lease and non-lease components for all leases. Right-of-use (“ROU”) assets and lease liabilities are recorded on the balance sheet for all leases with an expected term of at least one year. Some leases include one or more options to renew. The exercise of lease renewal options is generally at our discretion. The depreciable lives of ROU assets are limited to the expected lease term. Our lease agreements do not contain any residual value guarantees or material restrictive covenants. As of September 30, 2020, we do not have any non-cancellable operating lease commitments that have not yet commenced.

ROU assets are classified within other intangibles, deferred costs and investments, net on the condensed consolidated balance sheet while current lease liabilities are classified within other accrued expenses and long-term lease liabilities are classified within other liabilities. Leases with an initial term of 12 months or less are not recorded on the balance sheet. ROU assets and lease liabilities were $6.3 million and $6.6 million at September 30, 2020 and $6.9 million and $7.0 million at December 31, 2019, respectively. During the three and nine months ended September 30, 2020, we recorded an additional $168,000 and $762,000 of lease liabilities under operating leases. Payments on lease liabilities during the three and nine months ended September 30, 2020 and 2019 totaled $444,000, $1,302,000, $442,000 and $1,258,000, respectively.

Lease expense includes cost for leases with terms in excess of one year. For the three and nine months ended September 30, 2020 and 2019, our total lease expense was $444,000, $1,310,000, $420,000 and $1,272,000, 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 September 30, 2020 (in thousands):


Years Ending December 31,
2020 (a)	$	438
2021		1,710
2022		1,552
2023		1,226
2024		892
Thereafter		1,911
Total lease payments (b)		7,729
Less: Interest (c)		1,134
Present value of lease liabilities (d)	$	6,595

(a)	Remaining payments are for the three-months ending December 31, 2020

(b)	Lease payments include options to extend lease terms that are reasonably certain of being exercised. There were no legally binding minimum lease payments for leases signed but not yet commenced at September 30, 2020.

(c)	Our leases do not provide a readily determinable implicit rate. Therefore, we must estimate our discount rate for such leases to determine the present value of lease payments at the lease commencement date.

(d)	The weighted average remaining lease term and weighted average discount rate used in calculating our lease liabilities were 6.5 years and 4.5%, respectively, at September 30, 2020.

Other Income (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended	9 Months Ended
Other Income (Narrative) (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2020	Sep. 30, 2020	Sep. 30, 2019
Other Income [Line Items]
Proceeds from sale of land and buildings		$ 1,700
Gain on sale of land and buildings				$ 1,400
Cash proceeds from insurance settlement		208
Other income (expense)	$ 0		$ 11		$ 213	$ 11
Tower in Keene New Hampshire [Member]
Other Income [Line Items]
Other income (expense)		$ 208

Summary of Significant Accounting Policies (Narrative) (Details) $ / shares in Units, $ in Thousands				1 Months Ended		3 Months Ended		9 Months Ended
	Mar. 04, 2020 $ / shares	Dec. 11, 2019 $ / shares	Sep. 12, 2019 $ / shares	May 30, 2019 $ / shares	Feb. 26, 2019 $ / shares	Sep. 30, 2020 USD ($) item $ / shares shares	Sep. 30, 2019 $ / shares shares	Sep. 30, 2020 USD ($) item segment $ / shares shares	Sep. 30, 2019 $ / shares shares	Dec. 31, 2019 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Number Of FM Radio Stations \| item								79
Number Of AM Radio Stations								34
Number Of Metro Signals								78
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount \| shares						0	0	0	0
Number of Reportable Segments \| item								27
Special cash dividend declared on Classes A and B Common Stock \| $ / shares						$ 0	$ 0.30	$ 0.32	$ 0.90
Number Of Market Serving \| item						27		27
Stock Repurchase Program, Remaining Authorized Repurchase Amount						$ 19,200		$ 19,200
Stock Repurchase Program, Authorized Amount						75,800		75,800
Operating Lease, Right-of-Use Asset						6,300		6,300		$ 6,900
Operating Lease, Liability						$ 6,595		$ 6,595		$ 7,000
Number of operating segments \| segment								1
Customer relationships [Member]
Summary Of Significant Accounting Policies [Line Items]
Finite-Lived Intangible Asset, Useful Life								3 years
Class A Common Stock
Summary Of Significant Accounting Policies [Line Items]
Special cash dividend declared on Classes A and B Common Stock \| $ / shares	$ 0.32	$ 0.30	$ 0.30	$ 0.30	$ 0.30

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2020

Long-Term Debt.

Schedule of Long-Term Debt

Long-term debt consisted of the following:


	September 30,		December 31,
	2020		2019

	(In thousands)
Revolving credit facility	$	10,000	$	10,000
Amounts payable within one year		—		—
	$	10,000	$	10,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
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-Section S99
-Paragraph 1
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-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
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-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 505
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
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-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
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-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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+ Details

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2020

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Basis of Presentation

We own or operate broadcast properties in 27 markets, including 79 FM and 34 AM radio stations and 78 metro signals.

Earnings Per Share Information

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019

	(In thousands, except per share data)
Numerator:
Net income (loss)	$	(950)	$	3,334	$	(4,181)	$	9,438
Less: Income (loss) allocated to unvested participating securities		(20)		61		(86)		173
Net income (loss) available to common stockholders	$	(930)	$	3,273	$	(4,095)	$	9,265

Denominator:
Denominator for basic earnings (loss) per share — weighted average shares		5,869		5,834		5,867		5,840
Effect of dilutive securities:
Common stock equivalents		—		—		—		—
Denominator for diluted earnings (loss) per share — adjusted weighted-average shares and assumed conversions		5,869		5,834		5,867		5,840

Earnings (loss) per share:
Basic	$	(.16)	$	.56	$	(.70)	$	1.59
Diluted	$	(.16)	$	.56	$	(.70)	$	1.59

Financial Instruments

Allowance for Doubtful Accounts

Income Taxes

Segments

Time Brokerage Agreements/Local Marketing Agreements

Stock-Based Compensation - Restricted Stock Transactions (Details) - Restricted Stock [Member]	9 Months Ended
	Sep. 30, 2020 $ / shares shares
Summary of the restricted stock transactions
Shares, Non-vested and Outstanding, Beginning \| shares	128,224
Shares, Vested \| shares	5,376
Shares, Forfeited \| shares	1,802
Shares, Non-vested and Outstanding, Ending \| shares	121,046
Weighted Average Grant Date Fair Value, Outstanding Beginning \| $ / shares	$ 34.66
Weighted Average Grant Date Fair Value, Vested \| $ / shares	34.83
Weighted Average Grant Date Fair Value, Forfeited \| $ / shares	33.67
Weighted Average Grant Date Fair Value, Outstanding Ending \| $ / shares	$ 34.67

Broadcast License, Goodwill and Other Intangible Assets (Schedule of certain key estimates and assumptions used in impairment test) (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019	Dec. 31, 2018
Measurement Input, Discount Rate [Member] \| Minimum [Member]
Impairment measurement input	12.6	12.2	12.0
Measurement Input, Discount Rate [Member] \| Maximum [Member]
Impairment measurement input	13.0	12.2	12.0
Measurement Input Operating Profit Margin [Member]
Impairment measurement input	36.4
Measurement Input Operating Profit Margin [Member] \| Minimum [Member]
Impairment measurement input	17.8	19.0	19.0
Measurement Input Operating Profit Margin [Member] \| Maximum [Member]
Impairment measurement input		36.4	36.4
Measurement Input, Long-term Revenue Growth Rate [Member] \| Minimum [Member]
Impairment measurement input	0.2	0.0	0.5
Measurement Input, Long-term Revenue Growth Rate [Member] \| Maximum [Member]
Impairment measurement input	2.9	2.9	2.9

Long-Term Debt - Long-Term Debt Consisted (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Total debt
Amounts payable within one year	$ 0	$ 0
Long-term debt, noncurrent	10,000	10,000
Revolving Credit Facility [Member]
Total debt
Long-term debt, noncurrent	$ 10,000	$ 10,000

Leases - Additional Information (Details) - USD ($)	3 Months Ended		9 Months Ended
Leases - Additional Information (Details) - USD ($)	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Leases
Operating Lease, Right-of-Use Asset	$ 6,300,000		$ 6,300,000		$ 6,900,000
Operating Lease, Liability	6,595,000		6,595,000		$ 7,000,000.0
Additional lease liabilities recorded	168,000		762,000
Operating Lease, Payments	444,000	$ 442,000	1,302,000	$ 1,258,000
Lease, Cost	$ 444,000	$ 420,000	$ 1,310,000	$ 1,272,000
Option to extend			true
Operating Lease, Weighted Average Remaining Lease Term	6 years 6 months		6 years 6 months
Operating Lease, Weighted Average Discount Rate, Percent	4.50%		4.50%

Common Stock and Treasury Stock

9 Months Ended

Sep. 30, 2020

Common Stock and Treasury Stock

Common Stock and Treasury Stock

5. Common Stock and Treasury Stock

The following summarizes information relating to the number of shares of our common stock issued in connection with stock transactions through September 30, 2020:


	Common Stock Issued
	Class A	Class B

	(Shares in thousands)
Balance, January 1, 2019	6,732	923
Conversion of shares	13	(13)
Issuance of restricted stock	29	44
Forfeiture of restricted stock	(3)	—
Balance, December 31, 2019	6,771	954
Forfeiture of restricted stock	(2)	—
Balance, September 30, 2020	6,769	954

We have a Stock Buy-Back Program to allow us to purchase up to $75.8 million of our Class A Common Stock. As of September 30, 2020, we have remaining authorization of $19.2 million for future repurchases of our Class A Common Stock. On September 14, 2017, the Board of Directors authorized the repurchase of our Class A Common Stock under our trading plan adopted pursuant to Securities and Exchange Commission Rule 10b5-1. The Rule 10b5-1 repurchase plan allows us to repurchase our shares during periods when we would normally not be active in the market due to our internal trading blackout periods. Under the plan, we may repurchase our Class A Common Stock in any combination of open market, block transactions and privately negotiated transactions subject to market conditions, legal requirements including applicable SEC regulations (which include certain price, market, volume and timing constraints), specific repurchase instructions and other corporate considerations. Purchases under the plan are funded by cash on our balance sheet. The plan does not obligate us to acquire any particular amount of Class A Common Stock. Our original purchase authorization was effective until September 1, 2018 and has been extended several times, with the most recent extension being through May 28, 2020. During the three and nine months ended September 30, 2020 and 2019, approximately 1,000, 2,600, 9,600 and 20,700 shares, respectively were repurchased for $22,000, $63,000, $276,000 and $603,000 respectively, related to the Stock Buy-Back Program. Given the unprecedented uncertainty surrounding the COVID-19 virus and the resulting economic issues we have halted the directions for any additional buybacks under our plan.

Acquisitions and Dispositions - Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Assets Acquired:
Current assets	$ 0	$ 0
Property and equipment	11	25
Other assets:
Broadcast licenses	46	61
Goodwill	143	124
Other intangibles, deferred costs and investments	0	0
Total other assets	189	185
Total assets acquired	200	210
Liabilities Assumed:
Current liabilities	0	0
Total liabilities assumed	0	0
Net assets acquired	$ 200	$ 210

Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Revenue
Net Revenue	$ 24,143	$ 31,274	$ 67,060	$ 91,281
Broadcast Advertising Revenue, Net [Member]
Revenue
Net Revenue	22,124	28,562	61,119	83,245
Digital Advertising Revenue [Member]
Revenue
Net Revenue	845	879	2,412	2,769
Other Revenue [Member]
Revenue
Net Revenue	$ 1,174	$ 1,833	$ 3,529	$ 5,267

Acquisitions and Dispositions

9 Months Ended

Sep. 30, 2020

Acquisitions and Dispositions

Acquisitions and Dispositions

7. Acquisitions and Dispositions

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

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

2020 Acquisitions

On January 2, 2020, the Company 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 the Company’s existing stations. The translators are start-up stations and therefore, have no pro forma revenue and expenses.

2019 Acquisitions

On January 9, 2019, the Company closed on an agreement to purchase WPVQ-AM and W222CH from County Broadcasting Company, LLC for an aggregate purchase price of $210 thousand. Management attributes the goodwill recognized in the acquisition to the power of the existing brands in the Greenfield, Massachusetts market as well as synergies and growth opportunities expected through the combination with the Company’s existing stations. The pro forma results for this acquisition are not deemed material and therefore are not presented in the footnotes.

Condensed Consolidated Balance Sheet of 2020 and 2019 Acquisitions:

The following unaudited condensed balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2020 and 2019 acquisitions.

Saga Communications, Inc.

Condensed Consolidated Balance Sheet of 2020 and 2019 Acquisitions


	Acquisitions in
	2020		2019

	(In thousands)
Assets Acquired:
Current assets	$	—	$	—
Property and equipment		11		25
Other assets:
Broadcast licenses		46		61
Goodwill		143		124
Other intangibles, deferred costs and investments		—		—
Total other assets		189		185
Total assets acquired		200		210
Liabilities Assumed:
Current liabilities		—		—
Total liabilities assumed		—		—
Net assets acquired	$	200	$	210

Long-Term Debt - Additional Information (Details) - USD ($)				1 Months Ended	9 Months Ended
	Jun. 07, 2019	Feb. 04, 2019	Jun. 27, 2018	Aug. 18, 2015	Sep. 30, 2020	Jul. 01, 2019
Debt Instrument [Line Items]
Credit facility participation fee and fronting fee percentage					0.25%
London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Line of credit facility, interest rate at period end					0.1875%
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity				$ 100,000,000
Debt Instrument, Maturity Date			Jun. 27, 2023	Aug. 18, 2020
Line of Credit Facility, Remaining Borrowing Capacity					$ 60,000,000
Amortization of debt issuance costs					$ 266,000
Repayments of lines of credit	$ 5,000,000	$ 5,000,000
Debt instrument, term					5 years
Debt instrument term post extension					5 years
Minimum [Member] \| Base Rate [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate					0.00%
Minimum [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate					1.00%
Minimum [Member] \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Commitment Fee Percentage					0.20%
Maximum [Member] \| Base Rate [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate					1.00%
Maximum [Member] \| London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate					2.00%
Maximum [Member] \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Commitment Fee Percentage					0.30%
Second Amendment [Member] \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Amortization of debt issuance costs					$ 120,000
Revolving Credit Facility [Member] \| Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity						$ 70,000,000