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): March 7, 2024
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 March 7, 2024, Saga Communications, Inc. issued a press release announcing its financial results for the three and twelve months ended December 31, 2023. The press release, dated March 7, 2024, 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 8.01 Other Events
On March 7, 2024, Saga Communications, Inc. issued a press release announcing that the Company’s Board of Directors has declared a variable dividend of $0.60 per share on its Class A Common Stock to be paid on April 5, 2024 to shareholders of record on March 18, 2024, as set forth in the press release attached hereto as Exhibit 99.1.
Item 9.01.Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|
| 99.1 | Press Release dated March 7, 2024. |
|---|---|
| 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 March 7, 2024. |
| 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: March 7, 2024 | By: | /s/ Samuel D. Bush |
| Samuel D. Bush | ||
| Senior Vice President and Chief | ||
| Financial Officer |
Exhibit 99.1
Saga Communications, Inc.
Announces Variable Dividend Declaration and Reports 4th Quarter and Year End 2023 Results
Contact:
Samuel D. Bush
(313) 886-7070
Grosse Pointe Farms, MI – March 7, 2024 – Saga Communications, Inc. (Nasdaq - SGA) (the “Company,” “we,” “us,” “our” or “Saga”) announced today that its Board of Directors (“Board”) declared a variable dividend of $0.60 per share in conjunction with the Company’s variable dividend policy. The dividend will be paid on April 5, 2024 with a record date of March 18, 2024. The aggregate amount of the payment will be approximately $3.8 million and the variable dividend will be funded by cash on the Company’s balance sheet.
The Company also reported that net revenue decreased 3.3% to $29.1 million for the quarter ended December 31, 2023 compared to $30.1 million for the same period last year. Political impacted the quarter’s performance as for the quarter the Company had $407 thousand in gross political revenue this year compared to $1.9 million for the same period last year. Without political revenue the Company’s gross revenue for the quarter would have increased approximately 1% compared to last year. Station operating expense increased 1.9% for the quarter to $23.3 million compared to the same period last year. For the quarter, operating income was $2.8 million compared to $4.9 million for the same quarter last year and station operating income (a non-GAAP financial measure) decreased 17.2% to $7.1 million. Capital expenditures were $1.0 million for the quarter compared to $1.3 million for the same period last year. We had net income of $2.5 million for the quarter compared to net income of $4.3 million for the fourth quarter last year. Diluted earnings per share were $0.37 for the fourth quarter of 2023.
Net revenue decreased 1.8% to $112.8 million for the twelve-month period ended December 31, 2023 compared to $114.9 million for the same period last year. Political impacted the year’s performance as for the year the Company had $944 thousand in gross political revenue this year compared to $3.6 million for the same period last year. Without political revenue the Company’s gross revenue for the year would have been approximately flat compared to last year. Station operating expense increased 3.0% for the twelve-month period to $90.2 million compared to the same period last year. For the twelve-month period, operating income was $11.5 million compared to $13.1 million for the same period last year and station operating income (a non-GAAP financial measure) decreased 15.0% to $27.4 million. Capital expenditures for the twelve months were $4.4 million compared to $6.0 million for the same period last year. Net income was $9.5 million for the twelve-month period compared to $9.2 million for the same period last year. Diluted earnings per share were $1.52 for the twelve months of 2023.
The Company will pay a regular quarterly cash dividend of $0.25 per share on March 8, 2024. The aggregate amount of the quarterly dividend will be approximately $1.6 million. The Company paid a special cash dividend of $2.00 per share on January 12, 2024 and a regular quarterly cash dividend of $0.25 per share on December 15, 2023. Including the variable dividend declared in this press release the Company will have paid over $130 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 our strategic objectives of both maintaining a strong balance sheet and returning value to our shareholders, the Board of Directors will also continue to consider declaring special cash dividends, variable dividends and stock buybacks in the future.
The Company’s balance sheet reflects $40.2 million in cash and short-term investments as of December 31, 2023 and $30.4 million as of March 4, 2024. The Company expects to spend approximately $5.0 to $5.5 million for capital expenditures during 2024. As previously announced the Company has entered into an agreement to purchase stations serving the Lafayette, IN radio market for $5.3 million. This acquisition is expected to close during the second quarter of 2024.
Saga’s 2023 Fourth Quarter and Year-End conference call will be held on Thursday, March 7, 2024 at 11:00 a.m. The dial-in number for the call is (973) 528-0008. Enter conference code 960736. 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 that have a question that they would like to submit to the Company please email the inquiry by 10:00 a.m. on March 7, 2024 to SagaIR@sagacom.com. The Company will discuss, during the limited period of the conference call, those 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 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 measures include same station financial information, station operating income, trailing 12-month consolidated EBITDA, and leverage ratio. These non-GAAP 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 measures are used by analysts who report on the industry and by investors to provide meaningful comparisons between broadcasting groups, as well as, 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,” “intends,” “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 media company whose business is devoted to acquiring, developing and operating broadcast properties with a growing focus on opportunities complimentary to our core radio business including digital, e-commerce and non-traditional revenue initiatives. Saga owns or operates broadcast properties in 27 markets, including 79 FM, 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 Twelve Months Ended
December 31, 2023 and 2022
(amounts in 000’s except per share data)
(Unaudited)
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | Twelve Months Ended | |||||||||
| | | December 31, | December 31, | |||||||||
| | **** | 2023 | 2022 | 2023 | 2022 | |||||||
| Operating Results | | | | | | | | | | | | |
| Net operating revenue | | $ | 29,145 | $ | 30,125 | $ | 112,773 | | $ | 114,893 | ||
| Station operating expense | | **** | 23,329 | | 22,888 | **** | 90,199 | | 87,537 | |||
| Corporate general and administrative | | **** | 3,026 | | 2,330 | **** | 10,966 | | 14,300 | |||
| Other operating (income) expense, net | | | (5) | | (17) | | | 120 | | | (14) | |
| Operating income | | **** | 2,795 | | 4,924 | **** | 11,488 | | 13,070 | |||
| Interest expense | | **** | 43 | | 34 | **** | 173 | | 130 | |||
| Interest income | | **** | (414) | | (223) | **** | (1,441) | | (410) | |||
| Other income, net | | | — | | (616) | | | (119) | | | (652) | |
| Income before income tax expense | | **** | 3,166 | | 5,729 | **** | 12,875 | | 14,002 | |||
| Income tax provision (benefit) | | | | | | | | | | | | |
| Current | | | 970 | | 1,475 | **** | 2,990 | | 3,865 | |||
| Deferred (benefit) | | **** | (305) | | (25) | **** | 385 | | 935 | |||
| | | | 665 | | | 1,450 | | | 3,375 | | | 4,800 |
| Net income | | $ | 2,501 | | $ | 4,279 | $ | 9,500 | | $ | 9,202 | |
| | | | | | | | | **** | | | | |
| Earnings per share: | | | | | | | | **** | | | | |
| Basic | | $ | 0.37 | $ | 0.70 | $ | 1.52 | | $ | 1.52 | ||
| Diluted | | $ | 0.37 | $ | 0.70 | $ | 1.52 | | $ | 1.52 | ||
| | | | | | | | | **** | | | | |
| Weighted average common shares | | **** | 6,030 | | 6,013 | **** | 6,045 | | 5,973 | |||
| Weighted average common and common equivalent shares | | **** | 6,030 | | 6,013 | **** | 6,045 | | 5,973 | |||
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | December 31, | |||||
| | **** | | | | | | **** | 2023 | **** | 2022 | ||
| Balance Sheet Data | | | | | | | | | | |||
| Working capital | | | | | | | | $ | 32,615 | | $ | 38,482 |
| Net fixed assets | | | | | | | | $ | 51,405 | | $ | 53,198 |
| Net intangible assets and other assets | | | | | | | | $ | 120,164 | | $ | 119,696 |
| Total assets | | | | | | | | $ | 232,213 | | $ | 240,753 |
| Long-term debt | | | | | | | | $ | — | | $ | — |
| Stockholders' equity | | | | | | | | $ | 170,549 | | $ | 178,529 |
Saga Communications, Inc.
Selected Consolidated Financial Data
For the Twelve Months Ended
December 31, 2023 and 2022
(amounts in 000’s except per share data)
(Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | **** | | | | | |
| | **** | Years Ended December 31, | ||||
| | 2023 | 2022 | ||||
| | **** | | (In thousands) | |||
| | | | | | | |
| Statement of Cash Flows | | | | | | |
| Cash flows from operating activities: | | | | | | |
| Net income | | $ | 9,500 | | $ | 9,202 |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | |
| Depreciation and amortization | | | 5,055 | | | 5,171 |
| Deferred income tax expense | | | 385 | | | 935 |
| Amortization of deferred costs | | | 36 | | | 10 |
| Compensation expense related to restricted stock awards | | | 1,116 | | | 1,858 |
| Loss on sale of assets, net | | | 120 | | | (14) |
| (Gain) on insurance claims | | | — | | | (534) |
| Other (gain), net | | | (119) | | | (118) |
| Barter (revenue) expense, net | | | 50 | | | 46 |
| Deferred and other compensation | | | (100) | | | 1,425 |
| Changes in assets and liabilities: | | | | | | |
| (Increase) decrease in receivables and prepaid expenses | | | (1,303) | | | (1,135) |
| Increase (decrease) in accounts payable, accrued expenses, and other liabilities | | | 639 | | | 279 |
| Total adjustments | | | 5,879 | | | 7,923 |
| Net cash provided by operating activities | | | 15,379 | | | 17,125 |
| Cash flows from investing activities: | | | | | | |
| Purchase of short-term investments | | | (20,728) | | | (18,000) |
| Redemption of short-term investments | | | 20,723 | | | 8,000 |
| Acquisition of property and equipment (Capital Expenditures) | | | (4,356) | | (5,994) | |
| Acquisition of broadcast properties | | | — | | (57) | |
| Proceeds from sale and disposal of assets | | | 1,747 | | | 411 |
| Proceeds from insurance claims | | | — | | | 534 |
| Other investing activities | | | 117 | | 116 | |
| Net cash used in investing activities | | | (2,497) | | (14,990) | |
| Cash flows from financing activities: | | | | | | |
| Cash dividends paid | | | (19,875) | | (19,785) | |
| Payments for debt issuance costs | | | — | | (161) | |
| Purchase of treasury shares | | | (227) | | (147) | |
| Net cash used in financing activities | | | (20,102) | | (20,093) | |
| Net decrease in cash and cash equivalents | | | (7,220) | | (17,958) | |
| Cash and cash equivalents, beginning of period | | | 36,802 | | 54,760 | |
| Cash and cash equivalents, end of period | | $ | 29,582 | | $ | 36,802 |
Saga Communications, Inc.
Selected Supplemental Financial Data
For the Three and Twelve Months Ended
December 31, 2023 and 2022
(amounts in 000’s)
(Unaudited)
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Three Months Ended | Twelve Months Ended | | |||||||||
| | | December 31, | December 31, | | |||||||||
| | **** | 2023 | 2022 | 2023 | 2022 | | |||||||
| Reconciliation of GAAP operating income to station operating income (a non-GAAP financial measure) | | | | | | | | | | | | | |
| Operating income | | $ | 2,795 | $ | 4,924 | $ | 11,488 | | $ | 13,070 | | ||
| Plus: | | **** | | | | **** | | | | | |||
| Corporate general and administrative | | **** | 3,026 | | 2,330 | **** | 10,966 | | 14,300 | | |||
| Other operating (income) expense, net | | | (5) | | | (17) | | | 120 | | | (14) | |
| Station depreciation and amortization | | | 1,255 | | | 1,303 | | | 4,854 | | | 4,925 | |
| Station operating income | | $ | 7,071 | | $ | 8,540 | $ | 27,428 | | $ | 32,281 | | |
| | | | | | | | | | | | | | |
| Other financial data | | | | | | | | | | | | | |
| Depreciation and amortization: | | | | | | | | | | | | | |
| Radio Stations | | $ | 1,255 | | $ | 1,303 | | $ | 4,854 | | $ | 4,925 | |
| Corporate | | $ | 63 | | $ | 34 | | $ | 201 | | $ | 246 | |
| Compensation expense related to restricted stock awards | | $ | 373 | | $ | 132 | | $ | 1,116 | ^(1)^ | $ | 1,858 | ^(1)^ |
| Other operating (income) expense, net ^(2)^ | | $ | (5) | | $ | (17) | | $ | 120 | | $ | (14) | |
| Other income, net ^(2)^ | | $ | - | | $ | (616) | | $ | (119) | | $ | (652) | |
| Deferred income tax expense (benefit) ^(2)^ | | $ | (305) | | $ | (25) | | $ | 385 | | $ | 935 | |
| Acquisition of property and equipment (Capital Expenditures) | | $ | 959 | | $ | 1,263 | | $ | 4,356 | ^(1)^ | $ | 5,994 | ^(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
December 31, 2023 and 2022
(amounts in 000's)
(Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | **** | | | | | |
| | | 12 Months Ended | ||||
| | | December 31, | ||||
| | | 2023 | | | 2022 | |
| 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 | | $ | 9,500 | | $ | 9,202 |
| Exclusions: | | | | | ||
| Gain (loss) on sale of assets, net | | (120) | | | 14 | |
| Gain on insurance proceeds | | — | | | 534 | |
| Other income, net | | 1,510 | | | 482 | |
| Total exclusions | | 1,390 | | | 1,030 | |
| Consolidated adjusted net income ^(1)^ | | 8,110 | | | 8,172 | |
| Plus: | | | | | | |
| Interest expense | | 173 | | | 130 | |
| Income tax provision (benefit) | | 3,375 | | | 4,800 | |
| Depreciation & amortization expense | | 5,055 | | | 5,171 | |
| Non-cash compensation | | 1,116 | | | 1,858 | |
| Trailing twelve month consolidated EBITDA ^(1)^ | | $ | 17,829 | | $ | 20,131 |
| | | | | | | |
| (1) | As defined in the Company's credit facility. |
|---|