8-K

SAGA COMMUNICATIONS INC (SGA)

8-K 2020-03-12 For: 2019-12-31
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Added on April 06, 2026

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): December 31, 2019

SAGA COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware 1-11588 38-3042953
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
73 Kercheval Avenue
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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:

o Written communications pursuant to Rule 425 under the<br>Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the<br>Exchange Act (17 CFR 240.14a-12)
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o Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b))
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o Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class Trading symbol(s) Name of each exchange on whichregistered
Class A Common Stock,<br><br> <br>par value $0.01 per share SGA NASDAQ

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 12, 2020, Saga Communications, Inc. issued a press release announcing its financial results for the three and twelve months ended December 31, 2019. The press release, dated March 12, 2020, is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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99.1 Press Release dated March 12, 2020.
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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.

SAGA COMMUNICATIONS,INC.
Dated: March 12, 2020 By: /s/ Samuel D. Bush
Samuel D. Bush<br>Senior Vice President<br>and Chief
Financial Officer

INDEX OF EXHIBITS

Exhibit No. Description
99.1 Press Release dated March 12, 2020.
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Exhibit 99.1


Saga Communications, Inc.

Reports 4th Quarter and Year End 2019 Results

Contact:

Samuel D. Bush

313/886-7070

Grosse Pointe Farms, MI – March 12, 2020 – Saga Communications, Inc. (Nasdaq - SGA) today reported net revenue of $31.8 million for the quarter compared to $32.9 million for the same quarter last year. Gross revenue was approximately flat with last year for the quarter at $33.7 million net of political revenue of $535 thousand this quarter and $1.6 million for the same period last year. Station operating expense decreased $711 thousand to $23.1 million and operating income decreased $575 thousand to $5.4 million. Net Income decreased $454 thousand to $3.8 million for the quarter. Diluted earnings per share were $0.64/share in the fourth quarter of 2019 compared to $0.72/share during the same period in 2018. Primarily due to a $460 thousand reduction in the Company’s deferred tax provision free cash flow was $5.4 million for the quarter ended December 31, 2019 compared to $5.9 million for the same period last year.

Gross Revenue was flat with last year for the twelve-month period at $131.5 million net of political revenue of $887 thousand this year and $2.9 million for the same period last year. Net revenue decreased $1.8 million to $123.1 million. Station operating expense decreased $1.0 million to $92.7 million and operating income decreased $874 thousand to $18.8 million. Net income for the twelve-month period ended December 31, 2019 was $13.3 million compared to $13.7 million for the same period last year. Diluted earnings per share were $2.23/share for the twelve-month period in 2019 compared to $2.30/share during the same period in 2018. Primarily due to a $1.2 million reduction in the Company’s deferred tax provision free cash flow was $18.1 million compared to $19.5 million for the twelve-month period ended December 31, 2019.

The Company had $44.0 million in cash on hand as of December 31, 2019 and $47.0 million as of March 9, 2020. The Company’s total bank debt was $10 million as of the end of the year. Including the recently announced $0.32 per share dividend which will be paid on April 10, 2020, the Company will have paid over $71 million in dividends since December 3, 2012.

Capital expenditures in the fourth quarter were $1.1 million compared to $1.5 million for the same period last year. For the twelve-month period capital expenditures were $5.7 million compared to $5.9 million last year. The Company expects to spend approximately $5.0 – 5.5 million for capital expenditures during 2020.

Saga’s 2019 4th Quarter conference call will be on Thursday, March 12, 2020 at 11:00 a.m. EDT. The dial-in number for the call is 973/528-0008. Enter conference code 648752. A 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 to please email the inquiry by 10:00 a.m. EDT on March 12, 2020 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 will be discussed during the call.

The attached Selected Supplemental Financial Data tables disclose “actual”, “same station”, and “proforma” information as well as the Company’s trailing twelve-month consolidated EBITDA. The “actual” amounts reflect our historical financial results and include the results of operations for stations that we did not own for the entire comparable period. The “same station” amounts reflect only the results of operations for stations that we owned for the entire comparable period. The “proforma” amounts assume all acquisitions in 2018 and 2019 occurred as of January 1, 2018.

Saga utilizes certain financial measures that are not calculated in accordance with generally accepted accounting principles (GAAP) to assess its financial performance. Such non-GAAP measures include same station financial information, free cash flow, trailing 12-month consolidated EBITDA, and consolidated net 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 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 of the non-GAAP financial measures to the most directly comparable GAAP measure are attached in the Selected Consolidated and Supplemental Financial Data tables.

This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “believes,” “expects,” “anticipates,” “guidance” and similar expressions are intended to identify forward-looking statements. Key risks, including risks associated with Saga’s ability to effectively integrate the stations it acquires and the impact of federal regulation on Saga’s business, are described in the reports Saga periodically files with the U.S. Securities and Exchange Commission, including Item 1A of our Annual Report on Form 10-K. Readers should note that these statements may be impacted by several factors, including national and local economic changes and changes in the radio broadcast industry in general, as well as Saga’s actual performance. Results may vary from those stated herein and Saga undertakes no obligation to update the information contained here.

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, 34 AM radio stations and 77 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, 2019 and 2018
(amounts in 000’s except per share data)
(Unaudited)
Three Months Ended Twelve Months Ended
--- --- --- --- --- --- --- --- --- --- --- --- ---
December 31, December 31,
2019 2018 2019 2018
Operating Results
Net operating revenue $ 31,791 $ 32,938 $ 123,072 $ 124,829
Station operating expense 23,050 23,761 92,692 93,727
Corporate general and administrative 3,281 3,154 11,460 11,359
Other operating expense 26 14 112 61
Operating income 5,434 6,009 18,808 19,682
Interest expense 163 229 735 946
Interest income (125 ) (187 ) (610 ) (631 )
Other (income) expense, net (5 ) 2 (16 ) (23 )
Income before income tax expense 5,401 5,965 18,699 19,390
Income tax expense 1,560 1,670 5,420 5,700
Net income $ 3,841 $ 4,295 $ 13,279 $ 13,690
Basic earnings per share $ 0.64 $ 0.72 $ 2.23 $ 2.30
Diluted earnings per share $ 0.64 $ 0.72 2.23 2.30
Weighted average common shares 5,817 5,820 5,834 5,829
Weighted average common and common
equivalent shares 5,817 5,820 5,834 5,829
Free Cash Flow
Net income $ 3,841 $ 4,295 $ 13,279 $ 13,690
Plus: Depreciation and amortization:
Station 1,747 1,718 6,641 6,507
Corporate 90 70 304 279
Deferred tax provision 320 780 1,420 2,660
Non-cash compensation 473 526 2,129 2,201
Other operating expense, net 26 14 112 61
Other (income) expense , net (5 ) 2 (16 ) (23 )
Less: Capital expenditures (1,065 ) (1,472 ) (5,732 ) (5,922 )
Free cash flow $ 5,427 $ 5,933 $ 18,137 $ 19,453
December 31,
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2019 2018
Balance Sheet Data
Working capital $ 49,219 $ 45,430
Net fixed assets $ 58,711 $ 59,103
Net intangible assets and other assets $ 126,963 $ 120,779
Total assets $ 252,394 $ 248,477
Long-term debt (including current portion
of $0 and $5,000, respectively) $ 10,000 $ 20,000
Stockholders' equity $ 192,352 $ 184,999
Saga Communications, Inc.
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Selected Supplemental Financial Data
For the Three Months Ended
December 31, 2019 and 2018
(amounts in 000's except per share data)
(Unaudited)
Actual Same Station ^(1)^ Pro Forma ^(2)^
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Three Months Ended Three Months Ended Three Months Ended
December 31, December 31, December 31,
2019 2018 2019 2018 2019 2018
Consolidated
Net operating revenue $ 31,791 $ 32,938 $ 30,705 $ 32,938 $ 31,791 $ 34,008
Station operating expense 23,050 23,761 22,101 23,761 23,050 24,697
Corporate general and administrative 3,281 3,154 3,281 3,154 3,281 3,154
Other operating expense 26 14 26 14 26 14
Operating income 5,434 6,009 $ 5,297 $ 6,009 5,434 6,143
Interest expense 163 229 163 229
Interest income (125 ) (187 ) (125 ) (187 )
Other (income) expense, net (5 ) 2 (5 ) 2
Income before income tax expense 5,401 5,965 5,401 6,099
Income tax expense 1,560 1,670 1,560 1,711
Net income $ 3,841 $ 4,295 $ 3,841 $ 4,388
Basic earnings per share $ 0.64 $ 0.72 $ 0.64 $ 0.74
Diluted earnings per share $ 0.64 $ 0.72 $ 0.64 $ 0.74
Actual Same Station ^(1)^ Pro Forma ^(2)^
--- --- --- --- --- --- --- --- --- --- --- --- ---
Three Months Ended Three Months Ended Three Months Ended
December 31, December 31, December 31,
2019 2018 2019 2018 2019 2018
Depreciation and amortization
by segment
Radio Stations $ 1,747 $ 1,718 $ 1,599 $ 1,718 $ 1,747 $ 1,855
Corporate 90 70 90 70 90 70
$ 1,837 $ 1,788 $ 1,689 $ 1,788 $ 1,837 $ 1,925
^(1)^ Same station includes only the results of stations we<br>owned and operated for the entire comparable period.
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^(2)^ Pro Forma results assume all acquisitions in 2018 and<br>2019 occurred as of January 1, 2018.
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Saga Communications, Inc.
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Selected Supplemental Financial Data
For the Twelve Months Ended
December 31, 2019 and 2018
(amounts in 000's except per share data)
(Unaudited)
Actual Same Station ^(1)^ Pro Forma ^(2)^
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Twelve Months Ended Twelve Months Ended Twelve Months Ended
December 31, December 31, December 31,
2019 2018 2019 2018 2019 2018
Consolidated
Net operating revenue $ 123,072 $ 124,829 $ 118,862 $ 124,829 $ 123,072 $ 129,228
Station operating expense 92,692 93,727 89,039 93,727 92,692 97,314
Corporate general and administrative 11,460 11,359 11,460 11,359 11,460 11,359
Other operating expense 112 61 112 61 112 61
Operating income 18,808 19,682 $ 18,251 $ 19,682 18,808 20,494
Interest expense 735 946 735 946
Interest income (610 ) (631 ) (610 ) (631 )
Other (income) expense, net (16 ) (23 ) (16 ) (23 )
Income before income tax expense 18,699 19,390 18,699 20,202
Income tax expense 5,420 5,700 5,420 5,944
Net income $ 13,279 $ 13,690 $ 13,279 $ 14,258
Basic earnings per share $ 2.23 $ 2.30 $ 2.23 $ 2.40
Diluted earnings per share $ 2.23 $ 2.30 $ 2.23 $ 2.40
Actual Same Station ^(1)^ Pro Forma ^(2)^
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Twelve Months Ended Twelve Months Ended Twelve Months Ended
December 31, December 31, December 31,
2019 2018 2019 2018 2019 2018
Depreciation and amortization
by segment
Radio Stations $ 6,641 $ 6,507 $ 6,085 $ 6,507 $ 6,641 $ 7,039
Corporate 304 279 304 279 304 279
$ 6,945 $ 6,786 $ 6,389 $ 6,786 $ 6,945 $ 7,318
^(1)^ Same station includes only the results of stations we<br>owned and operated for the entire comparable period.
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^(2)^ Pro Forma results assume all acquisitions in 2018 and<br>2019 occurred as of January 1, 2018.
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Saga Communications, Inc.
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Selected Supplemental Financial Data
December 31, 2019 and 2018
(amounts in 000's except ratios)
(Unaudited)
12 Months Ended
--- --- --- --- --- --- ---
December 31,
2019 2018 ^(2)^
(Proforma)
Trailing 12 Month Consolidated Earnings Before Interest,
Taxes, Depreciation and Amortization ("EBITDA") ^(1)^
Net income $ 13,279 $ 14,258
Exclusions:
Gain (loss) on sale of assets (112 ) (61 )
Other gains and (losses) 16 23
Interest income 610 631
Other 190 (107 )
Total exclusions 704 486
Consolidated adjusted net income ^(1)^ 12,575 13,772
Plus:  Interest expense 735 946
Income tax expense 5,420 5,944
Depreciation & amortization expense 6,945 7,318
Non-cash stock based compensation expense 2,129 2,201
Trailing twelve month consolidated EBITDA ^(1)^ $ 27,804 $ 30,181
Total long-term debt, including current maturities $ 10,000 $ 20,000
Divided by trailing twelve month consolidated EBITDA ^(1)^ 27,804 30,181
Leverage ratio 0.36 0.66
^(1)^ As defined in the Company's credit facility.
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^(2)^ 2018 includes proforma acquisitions.
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Saga Communications, Inc.
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Selected Financial Data Non-GAAP Disclosures
For the Three and Twelve Months Ended
December 31, 2019 and 2018
(amounts in 000's)
(Unaudited)

Reconciliation of Actual Information to Same Station Operating Income

Adjustment Adjustment
Actual For Acquisitions Same Station Actual For Acquisitions Same Station
Three Months and Dispositions Three Months Three Months and Dispositions Three Months
Ended Not Included in Ended Ended Not Included in Ended
December<br> 31, Entire Comparable December<br> 31, December<br> 31, Entire Comparable December<br> 31,
2019 Period 2019 2018 Period 2018
Consolidated
Net operating revenue $ 31,791 $ (1,086 ) $ 30,705 $ 32,938 $ - $ 32,938
Station operating expense 23,050 (949 ) 22,101 23,761 - 23,761
Corporate general and administrative 3,281 - 3,281 3,154 - 3,154
Other operating expense 26 - 26 14 - 14
Operating income $ 5,434 $ (137 ) $ 5,297 $ 6,009 $ - $ 6,009
Depreciation<br> and amortization $ 1,837 $ (148 ) $ 1,689 $ 1,788 $ - $ 1,788
Adjustment Adjustment
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Actual For Acquisitions Same Station Actual For Acquisitions Same Station
Twelve Months and Dispositions Twelve Months Twelve Months and Dispositions Twelve Months
Ended Not Included in Ended Ended Not Included in Ended
December<br> 31, Entire Comparable December<br> 31, December<br> 31, Entire Comparable December<br> 31,
2019 Period 2019 2018 Period 2018
Consolidated
Net operating revenue $ 123,072 $ (4,210 ) $ 118,862 $ 124,829 $ - $ 124,829
Station operating expense 92,692 (3,653 ) 89,039 93,727 - 93,727
Corporate general and administrative 11,460 - 11,460 11,359 - 11,359
Other operating expense 112 - 112 61 - 61
Operating income $ 18,808 $ (557 ) $ 18,251 $ 19,682 $ - $ 19,682
Depreciation<br> and amortization $ 6,945 $ (556 ) $ 6,389 $ 6,786 $ - $ 6,786