UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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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 May 5, 2022, Saga Communications, Inc. issued a press release announcing its financial results for the three months ended March 31, 2022. The press release, dated May 5, 2022, 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 May 5, 2022. |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
INDEX OF EXHIBITS
Exhibit No. | Description |
99.1 | |
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.
| SAGA COMMUNICATIONS, INC. |
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Dated: May 5, 2022 | By: | /s/ Samuel D. Bush |
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| Samuel D. Bush |
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| Senior Vice President and Chief |
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| Financial Officer |
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Exhibit 99.1
Saga Communications, Inc.
Reports 1st Quarter 2022 Results
Contact:
Samuel D. Bush
(313) 886-7070
Grosse Pointe Farms, MI – May 5, 2022 – Saga Communications, Inc. (Nasdaq - SGA) reported today that net revenue increased 12.0% to $25.0 million for the quarter ended March 31, 2022 compared to $22.3 million for the same period last year. Station operating expense increased 8.7% for the quarter to $20.6 million compared to the same period last year. For the quarter station operating income increased 17.8% to $5.6 million and operating income was $1.7 million compared to $883 thousand for the quarter last year. Free cash flow was $1.9 million for the quarter compared to $1.8 million for the same period last year. Net income was $1.2 million for the quarter compared to $758 thousand for the first quarter last year. Diluted earnings per share were $0.20 in the first quarter of 2022.
The Company paid a quarterly dividend of $0.16 per share on April 8, 2022. The aggregate amount of the quarterly dividend was approximately $970 thousand. Additionally, the Company paid a quarterly dividend of $0.16 per share and a special dividend of $0.50 per share on January 14, 2022. The aggregate amount of the January 14, 2022 quarterly and special dividend was approximately $4 million. To date Saga has paid over $78 million in dividends to shareholders since the first special dividend was paid in 2012.
The Company’s balance sheet reflects $55.2 million in cash on hand as of March 31, 2022 and $52.1 million as of May 2, 2022.
Capital expenditures in the first quarter of 2022 were $923 thousand compared to $534 thousand for the quarter ended March 31, 2021. The Company expects to spend approximately $5.5 – 6.0 million for capital expenditures during 2022.
Saga’s 2022 First Quarter conference call will be on Thursday May 5, 2022 at 1:00 p.m. The dial-in number for the call is (973) 528-0008. Enter conference code 554719. 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 11:00 a.m. on May 5, 2022 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.
The attached Selected Supplemental Financial Data tables disclose the Company’s trailing twelve-month consolidated EBITDA and a reconciliation of operating income to station operating income.
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, 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 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 Consolidated Financial Data and 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, and the ongoing economic impact of the COVID-19 pandemic 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, 35 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 Months Ended
March 31, 2022 and 2021
(amounts in 000’s except per share data)
(Unaudited)
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| | March 31, |
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| 2021 |
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Operating Results | | | | | | | |
Net operating revenue | | $ | 24,967 |
| $ | 22,301 |
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Station operating expense | |
| 20,568 |
| | 18,923 |
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Corporate general and administrative | |
| 2,694 |
| | 2,438 |
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Other operating expense (income), net | | | (5) |
| | 57 | |
Operating income | |
| 1,710 | |
| 883 |
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Interest expense | |
| 32 |
| | 73 |
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Interest income | |
| (4) |
| | (6) |
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Other income, net | | | (2) |
| | (272) | |
Income before income tax expense | |
| 1,684 | |
| 1,088 |
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Income tax expense | |
| 480 |
| | 330 |
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Net income | | $ | 1,204 | | $ | 758 |
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Earnings per share: | | | | | | |
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Basic | | $ | 0.20 | | $ | 0.13 |
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Diluted | | $ | 0.20 | | $ | 0.13 |
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Weighted average common shares | |
| 5,948 | |
| 5,913 |
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Weighted average common and common equivalent shares | |
| 5,948 | |
| 5,913 |
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Free Cash Flow | | | | | | | |
Net income | | $ | 1,204 | | $ | 758 | |
Plus: Depreciation and amortization: | | | | | | | |
Radio Stations | |
| 1,169 | |
| 1,349 | |
Corporate | |
| 62 | |
| 69 | |
Deferred tax (benefit) provision | |
| 80 | |
| 30 | |
Non-cash compensation | |
| 339 | |
| 343 | |
Other operating (income) expense, net | |
| (5) | |
| 57 | |
Other income, net | |
| (2) | |
| (272) | |
Less: Capital expenditures | |
| (923) | |
| (534) | |
Free cash flow | | $ | 1,924 | | $ | 1,800 | |
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| 2021 | ||
Balance Sheet Data | | | | | | |
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Working capital | | | | | | | | $ | 56,405 | | $ | 59,029 |
Net fixed assets | | | | | | | | $ | 53,042 | | $ | 54,022 |
Net intangible assets and other assets | | | | | | | | $ | 119,799 | | $ | 120,500 |
Total assets | | | | | | | | $ | 245,075 | | $ | 247,407 |
Long-term debt | | | | | | | | $ | — | | $ | 10,000 |
Stockholders' equity | | | | | | | | $ | 197,742 | | $ | 191,864 |
Saga Communications, Inc.
Selected Supplemental Financial Data
March 31, 2022
(amounts in 000's)
(Unaudited)
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| | 12 Months Ended | | 3 Months Ended | | 3 Months Ended | | 12 Months Ended |
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| | 2021 | | 2021 | | 2022 | | 2022 |
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Trailing 12 Month Consolidated Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") (1) |
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Net income | | $ | 11,157 | | $ | 758 | | $ | 1,204 | | $ | 11,603 | |
Exclusions: | |
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Gain (loss) on sale of assets, net | |
| (7) | |
| (57) | |
| 5 | |
| 55 | |
Gain on insurance proceeds | |
| 589 | |
| 272 | |
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| 317 | |
Other income (expense), net | |
| 63 | |
| 58 | |
| 15 | |
| 20 | |
Total exclusions | |
| 645 | |
| 273 | |
| 20 | |
| 392 | |
Consolidated adjusted net income (1) | |
| 10,512 | |
| 485 | |
| 1,184 | |
| 11,211 | |
Plus: | | | | | | | | | | | | | |
Interest expense | |
| 284 | |
| 73 | |
| 32 | |
| 243 | |
Income tax expense | |
| 4,260 | |
| 330 | |
| 480 | |
| 4,410 | |
Depreciation & amortization expense | |
| 5,749 | |
| 1,418 | |
| 1,231 | |
| 5,562 | |
Non-cash compensation | |
| 1,335 | |
| 343 | |
| 339 | |
| 1,331 | |
Trailing twelve month consolidated EBITDA (1) | | $ | 22,140 | | $ | 2,649 | | $ | 3,266 | | $ | 22,757 | |
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| (1) | As defined in the Company's credit facility. |
Saga Communications, Inc.
Selected Supplemental Financial Data
For the Three Months Ended
March 31, 2022 and 2021
(amounts in 000’s)
(Unaudited)
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Operating income to station operating income reconciliation: | | | | | | | |
Operating income | | $ | 1,710 |
| $ | 883 |
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Plus: | |
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Corporate general and administrative | |
| 2,694 | |
| 2,438 |
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Other operating expense (income), net | | | (5) | | | 57 | |
Station depreciation and amortization | | | 1,169 | | | 1,349 | |
Station operating income | | $ | 5,568 | | $ | 4,727 |
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