8-K
SAGA COMMUNICATIONS INC (SGA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2023
SAGA COMMUNICATIONS, INC .
(Exact Name of Registrant as Specified in its Charter)
| Florida | 1-11588 | 38-3042953 |
|---|---|---|
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification No.) |
| 73 Kercheval Avenue | |
|---|---|
| Grosse Pointe Farms , MI | 48236 |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: ( 313 ) 886-7070
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Securities registered pursuant to Section 12(b) of the Act: | ||
|---|---|---|
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, par value $0.01 per share | SGA | NASDAQ Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02.Results of Operations and Financial Condition.
On November 2, 2023, Saga Communications, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2023. The press release, dated November 2, 2023, is attached as Exhibit 99.1 to this Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|
| 99.1 | Press Release dated November 2, 2023. |
|---|---|
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
| --- | --- |
INDEX OF EXHIBITS
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated November 2, 2023. |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ugust | ||
|---|---|---|
| SAGA COMMUNICATIONS, INC. | ||
| Dated: November 2, 2023 | By: | /s/ Samuel D. Bush |
| Samuel D. Bush | ||
| Senior Vice President and Chief | ||
| Financial Officer |
Exhibit 99.1
Saga Communications, Inc.
Reports 3rd Quarter 2023 Results
Contact:
Samuel D. Bush
(313) 886-7070
Grosse Pointe Farms, MI – November 2, 2023 – Saga Communications, Inc. (Nasdaq - SGA) (the “Company” or “Saga”) today reported that net revenue decreased 2.8% to $29.2 million for the quarter ended September 30, 2023 compared to $30.0 million for the same period last year. Station operating expense increased 2.1% for the quarter to $22.8 million compared to the same period last year. For the quarter, operating income was $3.5 million compared to $1.1 million for the same quarter last year and station operating income (a non-GAAP financial measure) decreased 14.7% to $7.6 million. Capital expenditures were $760 thousand for the quarter compared to $1.2 million for the same period last year. We had net income of $2.7 million for the quarter compared to a net loss of $104 thousand for the third quarter last year. Diluted earnings per share were $0.45 in the third quarter of 2023.
Net revenue decreased 1.3% to $83.6 million for the nine-month period ended September 30, 2023 compared to $84.8 million for the same period last year. Station operating expense increased 3.4% for the nine-month period to $66.9 million compared to the same period last year. For the nine-month period, operating income was $8.7 million compared to $8.2 million for the same period last year and station operating income (a non-GAAP financial measure) decreased 14.3% to $20.4 million. Capital expenditures for the nine months were $3.4 million compared to $4.7 million for the same period last year. Net income was $7.0 million for the nine-month period compared to $4.9 million for the same period last year. Diluted earnings per share were $1.15 in the first nine months of 2023.
Our results for the quarter and nine months ended September 30, 2022 were impacted by one-time expenses of $3.8 million related to the passing of our founder.
The Company will pay a quarterly dividend of $0.25 per share on November 3, 2023 to shareholders of record as of October 11, 2023. The aggregate amount of the quarterly dividend will be approximately $1.5 million. With this payment Saga will have paid over $111 million in dividends to shareholders since the first special dividend was paid in 2012. The Company intends to pay regular quarterly cash dividends in the future. Consistent with its strategic objectives of maintaining a strong balance sheet and with returning value to our shareholders, the Board of Directors of Saga will also continue to consider declaring special cash dividends, variable dividends and stock buybacks in the future.
The Company’s balance sheet reflects $41.7 million in cash and short-term investments as of September 30, 2023 and $41.9 million as of October 30, 2023. The Company expects to spend approximately $4.5 – $5.0 million for capital expenditures during 2023.
Saga’s 2023 Third Quarter conference call will be held on Thursday, November 2, 2023 at 11:00 a.m. The dial-in number for the call is (973) 528-0008. Enter conference code 713759. A recording and transcript of the call will be posted to the Company’s website as soon as it is available after the call. The Company requests that all parties who would like to submit questions to the Company please email those inquiries by 10:00 a.m. on November 2, 2023 to SagaIR@sagacom.com. The Company will discuss, during the limited period of the conference call, the inquiries it deems of general relevance and interest. Only inquiries made in compliance with the foregoing directions will be discussed during the call.
Saga utilizes certain financial measures that are not calculated in accordance with generally accepted accounting principles (GAAP) to assess its financial performance. The attached Selected Supplemental Financial Data tables disclose the Company’s reconciliation of non-GAAP financial measures: GAAP operating income to station operating income, and GAAP net income to trailing twelve-month consolidated EBITDA as well as other financial data. Such non-GAAP financial measures include same station financial information, station operating income, trailing 12-month consolidated EBITDA, and leverage ratio. These non-GAAP financial measures are generally recognized by the broadcasting industry as measures of performance and are used by Saga to assess its financial performance including, but not limited to, evaluating individual station and market-level performance, evaluating overall operations, as a primary measure for incentive-based compensation of executives and other members of management and as a measure of financial position. Saga’s management believes these non-GAAP financial measures are used by analysts who report on the industry and by investors to provide meaningful comparisons between broadcasting groups, as well as an indicator of their market value. These measures are not measures of liquidity or of performance in accordance with GAAP and should be viewed as a supplement to and not as a substitute for the results of operations presented on a GAAP basis including net operating revenue, operating income, and net income. Reconciliations for all the non-GAAP financial measures to the most directly comparable GAAP measure are attached in the Selected Supplemental Financial Data tables.
This press release contains certain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that are based upon current expectations and involve certain risks and uncertainties. Words such as “will,” “may,” “believes,” “expects,” “anticipates,” “guidance,” and similar expressions are intended to identify forward-looking statements. The material risks facing our business are described in the reports Saga periodically files with the U.S. Securities and Exchange Commission, including in particular Item 1A of our Annual Report on Form 10-K. Readers should note that forward-looking statements may be impacted by several factors, including global, national and local economic changes and changes in the radio broadcast industry in general as well as Saga’s actual performance. Actual results may vary materially from those described herein and Saga undertakes no obligation to update any information contained herein that constitutes a forward-looking statement.
Saga is a broadcasting company whose business is devoted to acquiring, developing and operating broadcast properties. Saga owns or operates broadcast properties in 27 markets, including 79 FM radio stations, 33 AM radio stations and 80 metro signals. For additional information, contact us at (313) 886-7070 or visit our website at www.sagacom.com.
Saga Communications, Inc.
Selected Consolidated Financial Data
For the Three and Nine Months Ended
September 30, 2023 and 2022
(amounts in 000’s except per share data)
(Unaudited)
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | Nine Months Ended | |||||||||
| | | September 30, | September 30, | |||||||||
| | **** | 2023 | 2022 | 2023 | 2022 | |||||||
| Operating Results | | | | | | | | | | | | |
| Net operating revenue | | $ | 29,149 | $ | 29,980 | $ | 83,628 | | $ | 84,768 | ||
| Station operating expense | | **** | 22,760 | | 22,295 | **** | 66,870 | | 64,649 | |||
| Corporate general and administrative | | **** | 2,852 | | 6,667 | **** | 7,940 | | 11,970 | |||
| Other operating expense (income), net | | | 45 | | (37) | | | 125 | | | 3 | |
| Operating income | | **** | 3,492 | | 1,055 | **** | 8,693 | | 8,146 | |||
| Interest expense | | **** | 44 | | 32 | **** | 130 | | 96 | |||
| Interest income | | **** | (391) | | (134) | **** | (1,027) | | (187) | |||
| Other income, net | | | — | | (34) | | | (119) | | | (36) | |
| Income before income tax expense | | **** | 3,839 | | 1,191 | **** | 9,709 | | 8,273 | |||
| Income tax provision | | | | | | | | | | | | |
| Current | | | 835 | | 730 | **** | 2,020 | | 2,390 | |||
| Deferred | | **** | 275 | | 565 | **** | 690 | | 960 | |||
| | | | 1,110 | | | 1,295 | | | 2,710 | | | 3,350 |
| Net income (loss) | | $ | 2,729 | | $ | (104) | $ | 6,999 | | $ | 4,923 | |
| | | | | | | | | **** | | | | |
| Earnings (loss) per share: | | | | | | | | **** | | | | |
| Basic | | $ | 0.45 | $ | (0.01) | $ | 1.15 | | $ | 0.82 | ||
| Diluted | | $ | 0.45 | $ | (0.01) | $ | 1.15 | | $ | 0.82 | ||
| | | | | | | | | **** | | | | |
| Weighted average common shares | | **** | 6,032 | | 5,961 | **** | 6,031 | | 5,977 | |||
| Weighted average common and common equivalent shares | | **** | 6,032 | | 5,961 | **** | 6,031 | | 5,977 | |||
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | September 30, | |||||
| | **** | | | | | | **** | 2023 | **** | 2022 | ||
| Balance Sheet Data | | | | | | | | | | |||
| Working capital | | | | | | | | $ | 43,087 | | $ | 47,135 |
| Net fixed assets | | | | | | | | $ | 52,855 | | $ | 54,205 |
| Net intangible assets and other assets | | | | | | | | $ | 120,268 | | $ | 118,031 |
| Total assets | | | | | | | | $ | 234,367 | | $ | 251,425 |
| Long-term debt | | | | | | | | $ | — | | $ | — |
| Stockholders' equity | | | | | | | | $ | 181,935 | | $ | 188,013 |
Saga Communications, Inc.
Selected Consolidated Financial Data
For the Nine Months Ended
September 30, 2023 and 2022
(amounts in 000’s except per share data)
(Unaudited)
| | | | | | | | |
|---|---|---|---|---|---|---|---|
| | | Nine Months Ended | **** | ||||
| | | September 30, | **** | ||||
| | **** | 2023 | **** | 2022 | |||
| | | (Unaudited) | **** | ||||
| | | (In thousands) | | ||||
| Statement of Cash Flows | | | | | | | |
| Cash flows from operating activities: | | | | | | | |
| Net income | | $ | 6,999 | | $ | 4,923 | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | |
| Depreciation and amortization | | | 3,737 | | | 3,834 | |
| Deferred income tax expense | | | 690 | | | 960 | |
| Amortization of deferred costs | | | 27 | | | 9 | |
| Compensation expense related to restricted stock awards | | | 743 | | | 1,726 | |
| Loss on sale of assets, net | | | 125 | | | 3 | |
| Other (gain) loss, net | | | (119) | | | 3 | |
| Barter (revenue) expense, net | | | 44 | | | (40) | |
| Deferred and other compensation | | | (239) | | | 1,422 | |
| Changes in assets and liabilities: | | | | | | | |
| (Increase) decrease in receivables and prepaid expenses | | | (51) | | | (23) | |
| Increase (decrease) in accounts payable, accrued expenses, and other liabilities | | | 1,965 | | | 1,545 | |
| Total adjustments | | | 6,922 | | | 9,439 | |
| Net cash provided by operating activities | | | 13,921 | | | 14,362 | |
| Cash flows from investing activities: | | | | | | | |
| Purchase of short-term investments | | | (14,441) | | | (14,000) | |
| Redemption of short-term investments | | | 14,437 | | | 4,000 | |
| Acquisition of property and equipment (Capital Expenditures) | | (3,397) | | (4,731) | | ||
| Acquisition of broadcast properties | | - | | (57) | | ||
| Proceeds from sale and disposal of assets | | | 621 | | | 66 | |
| Other investing activities | | 117 | | - | | ||
| Net cash used in investing activities | | (2,663) | | (14,722) | | ||
| Cash flows from financing activities: | | | | | | | |
| Cash dividends paid | | (16,816) | | (6,167) | | ||
| Purchase of treasury shares | | - | | (7) | | ||
| Net cash used in financing activities | | (16,816) | | (6,174) | | ||
| Net increase (decrease) in cash and cash equivalents | | (5,558) | | (6,534) | | ||
| Cash and cash equivalents, beginning of period | | 36,802 | | 54,760 | | ||
| Cash and cash equivalents, end of period | | $ | 31,244 | | $ | 48,226 | |
Saga Communications, Inc.
Selected Supplemental Financial Data
For the Three and Nine Months Ended
September 30, 2023 and 2022
(amounts in 000’s)
(Unaudited)
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | Nine Months Ended | | |||||||||
| | | September 30, | September 30, | | |||||||||
| | **** | 2023 | 2022 | 2023 | 2022 | | |||||||
| Reconciliation of GAAP operating income to station operating income (a non-GAAP financial measure) | | | | | | | | | | | | | |
| Operating income | | $ | 3,492 | $ | 1,055 | $ | 8,693 | | $ | 8,146 | | ||
| Plus: | | **** | | | | **** | | | | | |||
| Corporate general and administrative | | **** | 2,852 | | 6,667 | **** | 7,940 | | 11,970 | | |||
| Other operating expense (income), net | | | 45 | | | (37) | | | 125 | | | 3 | |
| Station depreciation and amortization | | | 1,204 | | | 1,214 | | | 3,599 | | | 3,622 | |
| Station operating income | | $ | 7,593 | | $ | 8,899 | $ | 20,357 | | $ | 23,741 | | |
| | | | | | | | | | | | | | |
| Other financial data | | | | | | | | | | | | | |
| Depreciation and amortization: | | | | | | | | | | | | | |
| Radio Stations | | $ | 1,204 | | $ | 1,214 | | $ | 3,599 | | $ | 3,622 | |
| Corporate | | $ | 58 | | $ | 87 | | $ | 138 | | $ | 212 | |
| Compensation expense related to restricted stock awards | | $ | 250 | | $ | 1,049 | | $ | 743 | ^(1)^ | $ | 1,726 | ^(1)^ |
| Other operating expense (income), net ^(2)^ | | $ | 45 | | $ | (37) | | $ | 125 | | $ | 3 | |
| Other income, net ^(2)^ | | $ | - | | $ | (34) | | $ | (119) | | $ | (36) | |
| Deferred income tax expense ^(2)^ | | $ | 275 | | $ | 565 | | $ | 690 | | $ | 960 | |
| Acquisition of property and equipment (Capital Expenditures) | | $ | 760 | | $ | 1,168 | | $ | 3,397 | ^(1)^ | $ | 4,731 | ^(1)^ |
| | | | | | | | | | | | | | |
| (1) | As presented in the Statement of Cash Flows in the Selected Consolidated Financial Data tables |
|---|---|
| (2) | As presented in the Operating Results in the Selected Consolidated Financial Data tables |
| --- | --- |
Saga Communications, Inc.
Selected Supplemental Financial Data
September 30, 2023
(amounts in 000's)
(Unaudited)
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | **** | | | **** | Less: | **** | Plus: | Trailing | |||||
| | | 12 Months Ended | | 9 Months Ended | | 9 Months Ended | | 12 Months Ended | **** | ||||
| | | December 31, | | September 30, | | September 30, | | September 30, | **** | ||||
| | | 2022 | | 2022 | | 2023 | | 2023 | **** | ||||
| Reconciliation of GAAP Net Income to trailing 12 Month Consolidated Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") (a non-GAAP financial measure) (1) | | | | | | ||||||||
| Net income | | $ | 9,202 | | $ | 4,923 | | $ | 6,999 | | $ | 11,278 | |
| Exclusions: | | | | | | ||||||||
| Gain (loss) on sale of assets, net | | 14 | | (3) | | (125) | | (108) | | ||||
| Gain on insurance proceeds | | 534 | | 16 | | — | | 518 | | ||||
| Other income, net | | 482 | | 247 | | 1,102 | | 1,337 | | ||||
| Total exclusions | | 1,030 | | 260 | | 977 | | 1,747 | | ||||
| Consolidated adjusted net income ^(1)^ | | 8,172 | | 4,663 | | 6,022 | | 9,531 | | ||||
| Plus: | | | | | | | | | | | | | |
| Interest expense | | 130 | | 96 | | 130 | | 164 | | ||||
| Income tax provision | | 4,800 | | 3,350 | | 2,710 | | 4,160 | | ||||
| Depreciation & amortization expense | | 5,171 | | 3,834 | | 3,737 | | 5,074 | | ||||
| Non-cash compensation | | 1,858 | | 1,726 | | 743 | | 875 | | ||||
| Trailing twelve month consolidated EBITDA ^(1)^ | | $ | 20,131 | | $ | 13,669 | | $ | 13,342 | | $ | 19,804 | |
| | | | | | | | | | | | | | |
| (1) | As defined in the Company's credit facility. |
|---|