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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): May 9, 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 May 9, 2024, Saga Communications, Inc. issued a press release announcing its financial results for the three months ended March 31, 2024. The press release, dated May 9, 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 9.01.Financial Statements and Exhibits.

(d)

Exhibits.

99.1

Press Release dated May 9, 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 May 9, 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: May 9, 2024

By:

/s/ Samuel D. Bush

 

 

 

Samuel D. Bush

 

 

 

Senior Vice President and Chief

 

 

 

Financial Officer

 

Exhibit 99.1

Graphic

Saga Communications, Inc.

Reports 1st Quarter 2024 Results

Contact:

Samuel D. Bush

(313) 886-7070

Grosse Pointe Farms, MI – May 9, 2024 – Saga Communications, Inc. (Nasdaq - SGA) (the “Company” or “Saga”) today reported that net revenue decreased 2.5% to $24.7 million for the quarter ended March 31, 2024 compared to $25.3 million for the same period last year.   Station operating expense increased 5.9% for the quarter to $23.0 million compared to the same period last year.  For the quarter, the operating loss was $2.4 million compared to operating income of $905 thousand for the same period last year and station operating income (a non-GAAP financial measure) decreased 40.9% to $2.8 million.  The operating loss for the quarter included a $971 thousand other operating expense which was a non-cash write-off on the sale and abandonment of non-productive broadcast assets/licenses during the quarter.   Capital expenditures were $1.1 million for the quarter compared to $1.4 million for the same period last year.  We had a net loss of $1.6 million for the quarter compared to net income of $920 thousand for the first quarter last year.  Diluted loss per share was $0.25 in the first quarter of 2024.      

The Company paid a quarterly dividend of $0.25 per share on March 8, 2024.  The aggregate amount of the quarterly dividend was approximately $1.6 million.  The Company also paid a variable dividend of $0.60 per share on April 5, 2024.  The aggregate amount of the variable dividend was approximately $3.8 million.  To date Saga has paid over $130 million in total 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 objective of both maintaining a strong balance sheet and with 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 $28.8 million in cash and short-term investments as of March 31, 2024 and $23.7 million as of May 6, 2024.  The Company expects to spend approximately $5.0 – $5.5 million for capital expenditures during 2024.

Saga’s 2024 First Quarter conference call will be held on Thursday, May 9, 2024 at 11:00 a.m.  The dial-in number for the call is (973) 528-0008.  Enter conference code 690103.  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 May 9, 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 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, 31 AM radio stations and 78 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, 2024 and 2023

(amounts in 000’s except per share data)

(Unaudited)

Three Months Ended

 

March 31, 

 

    

2024

    

2023

    

Operating Results

Net operating revenue

$

24,664

    

$

25,304

  

Station operating expense

 

22,981

    

21,703

  

Corporate general and administrative

 

3,129

    

2,616

  

Other operating expense, net

971

    

80

Operating (loss) income

 

(2,417)

 

905

  

Interest expense

 

43

    

43

  

Interest income

 

(303)

    

(289)

  

Other income, net

    

(119)

Income (loss) before income tax expense

 

(2,157)

 

1,270

  

Income tax provision (benefit)

Current

(515)

    

280

  

Deferred (benefit)

 

(65)

    

70

  

(580)

350

Net (loss) income

$

(1,577)

$

920

  

  

Earnings (loss) per share:

  

Basic

$

(0.25)

    

$

0.15

  

Diluted

$

(0.25)

    

$

0.15

  

  

Weighted average common shares

 

6,063

    

6,028

  

Weighted average common and common equivalent shares

 

6,063

    

6,028

  

 

March 31, 

    

 

2024

    

2023

Balance Sheet Data

 

  

  

Working capital

$

27,216

$

38,334

Net fixed assets

$

51,230

$

53,313

Net intangible assets and other assets

$

119,243

$

119,435

Total assets

$

218,046

$

228,539

Long-term debt

$

$

Stockholders' equity

$

164,372

$

178,419


Saga Communications, Inc.

Selected Consolidated Financial Data

For the Three Months Ended

March 31, 2024 and 2023

(amounts in 000’s except per share data)

(Unaudited)

Three Months Ended

 

March 31, 

 

     

2024

     

2023

    

(Unaudited)

 

(In thousands)

Statement of Cash Flows

Cash flows from operating activities:

    

Net income

$

(1,577)

$

920

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

1,198

1,237

Deferred income tax expense (benefit)

(65)

70

Amortization of deferred costs

9

9

Compensation expense related to restricted stock awards

453

245

Loss on sale of assets, net

971

80

Other (gain), net

-

(119)

Barter (revenue) expense, net

13

(48)

Deferred and other compensation

(24)

(245)

Changes in assets and liabilities:

Decrease in receivables and prepaid expenses

2,135

2,367

Increase in accounts payable, accrued expenses, and other liabilities

690

319

Total adjustments

5,380

3,915

Net cash provided by operating activities

3,803

4,835

Cash flows from investing activities:

Purchase of short-term investments

(4,297)

(2,067)

Redemption of short-term investments

6,432

2,067

Acquisition of property and equipment (Capital Expenditures)

 

(1,050)

 

(1,362)

Proceeds from sale and disposal of assets

21

616

Other investing activities

 

(246)

 

117

Net cash provided by (used in) investing activities

 

860

 

(629)

Cash flows from financing activities:

Cash dividends paid

 

(14,068)

 

(13,754)

Net cash used in financing activities

 

(14,068)

 

(13,754)

Net decrease in cash and cash equivalents

 

(9,405)

 

(9,548)

Cash and cash equivalents, beginning of period

 

29,582

 

36,802

Cash and cash equivalents, end of period

$

20,177

$

27,254


Saga Communications, Inc.

Selected Supplemental Financial Data

For the Three Months Ended

March 31, 2024 and 2023

(amounts in 000’s)

(Unaudited)

Three Months Ended

 

March 31, 

 

    

2024

    

2023

    

Reconciliation of GAAP operating income to station operating income (a non-GAAP financial measure)

Operating (loss) income

$

(2,417)

    

$

905

  

Plus:

 

 

  

Corporate general and administrative

 

3,129

 

2,616

  

Other operating expense, net

971

80

Station depreciation and amortization

1,152

1,197

Station operating income

$

2,835

$

4,798

  

Other financial data

Depreciation and amortization:

Radio Stations

$

1,152

$

1,197

Corporate

$

46

$

40

Compensation expense related to restricted stock awards

$

453

(1)

$

245

(1)

Other operating expense, net (2)

$

971

$

80

Other income, net (2)

$

-

$

(119)

Deferred income tax expense (benefit) (2)

$

(65)

$

70

Acquisition of property and equipment (Capital Expenditures)

$

1,050

(1)

$

1,362

(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

March 31, 2024

(amounts in 000's)

(Unaudited)

    

    

Less:

    

Plus:

    

Trailing

 

12 Months Ended

3 Months Ended

3 Months Ended

12 Months Ended

 

December 31, 

March 31, 

March 31, 

March 31, 

 

2023

2023

2024

2024

 

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 (loss)

$

9,500

$

920

$

(1,577)

$

7,003

Exclusions:

 

  

 

  

 

  

 

  

Gain (loss) on sale of assets, net

 

(120)

 

(80)

 

(971)

 

(1,011)

Other income, net

 

1,510

 

456

 

290

 

1,344

Total exclusions

 

1,390

 

376

 

(681)

 

333

Consolidated adjusted net income (1)

 

8,110

 

544

 

(896)

 

6,670

Plus:

Interest expense

 

173

 

43

 

43

 

173

Income tax provision (benefit)

 

3,375

 

350

 

(580)

 

2,445

Depreciation & amortization expense

 

5,055

 

1,237

 

1,198

 

5,016

Non-cash compensation

 

1,116

 

245

 

453

 

1,324

Trailing twelve month consolidated EBITDA (1)

$

17,829

$

2,419

$

218

$

15,628


(1)As defined in the Company's credit facility.