0000886136false00008861362024-08-082024-08-08

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): August 8, 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 August 8, 2024, Saga Communications, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2024. The press release, dated August 8, 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 August 8, 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 August 8, 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: August 8, 2024

By:

/s/ Samuel D. Bush

 

 

 

Samuel D. Bush

 

 

 

Senior Vice President and Chief

 

 

 

Financial Officer

 

Exhibit 99.1

Graphic

Saga Communications, Inc.

Reports 2nd Quarter 2024 Results

Contact:

Samuel D. Bush

(313) 886-7070

Grosse Pointe Farms, MI – August 8, 2024 – Saga Communications, Inc. (Nasdaq - SGA) (the “Company” or “Saga”) today reported that net revenue decreased 1.5% to $28.7 million for the quarter ended June 30, 2024 compared to $29.2 million for the same period last year.   Station operating expense increased 5.1% for the quarter to $23.5 million compared to the same period last year.  For the quarter, operating income was $2.1 million compared to $4.3 million for the same quarter last year and station operating income (a non-GAAP financial measure) decreased to $6.4 million from $8.0 million for the same period last year.  Capital expenditures were $1.5 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 $3.4 million for the second quarter last year.  Diluted earnings per share were $0.40 in the second quarter of 2024.      

On a same station basis for the quarter ended June 30, 2024, net revenue decreased 2.4% to $28.5 million,  station operating expense increased 4.0% to $23.3 million, and operating income was $2.1 million compared to $4.3 million for the same quarter last year.  

Net revenue decreased 2.0% to $53.4 million for the six-month period ended June 30, 2024 compared to $54.5 million for the same period last year.   Station operating expense increased 5.5% for the six-month period to $46.5 million compared to the same period last year.  For the six-month period, our operating loss was $0.3 million compared to operating income of $5.2 million and station operating income (a non-GAAP financial measure) decreased to $9.2 million from $12.8 million for the same period last year.  Capital expenditures for the six-months were flat at $2.6 million compared with the same period last year.  Net income was $0.9 million for the six-month period compared to $4.3 million for the same period last year.  Diluted earnings per share were $0.15 in the first six-months of 2023.      

On a same station basis for the six months ended June 30, 2024, net revenue decreased 2.5% to $53.1 million from last year, station operating expense increased 4.9% to $46.3 million, and we had an operating loss of $0.3 million compared to operating income of $5.2 million for the same period last year.  

The Company closed on its acquisition of five radio stations and one translator in Lafayette, IN on May 31, 2024.  These stations were operated by the Company for one month during the 2nd quarter of 2024.

The Company paid a quarterly dividend of $0.25 per share on June 28, 2024.  The aggregate amount of the quarterly dividend was approximately $1.6 million.  To date, Saga has paid over $132 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 objective of 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 $24.1 million in cash and short-term investments as of June 30, 2024 and $26.2 million as of August 5, 2024.  The Company currently has $5.0 million drawn against its $50.0 million revolving credit facility.  The funds were drawn on the line as a part of the acquisition of the Lafayette, IN radio stations. The Company expects to spend approximately $5.0 – $5.5 million for capital expenditures during 2024.


Saga’s 2024 Second Quarter conference call will be held on Thursday, August 8, 2024 at 11:00 a.m.  The dial-in number for the call is (973) 528-0008.  Enter conference code 379213.  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 August 8, 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 “actual”, “same station”, and “proforma” financial information as well as the Company’s reconciliation of non-GAAP measures: GAAP operating income to station operating income, GAAP net income to trailing twelve-month consolidated EBITDA and actual operating results to same station operating results as well as other financial data.   The actual financial information reflects 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 financial information reflects only the results of operations for stations that we owned for the entire comparable period.  The proforma financial information assume all acquisitions in 2024 occurred as of January 1, 2023.  Such non-GAAP measures include same station financial information, pro forma 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 28 markets, including 82 FM, 32 AM radio stations and 79 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 Six Months Ended

June 30, 2024 and 2023

(amounts in 000’s except per share data)

(Unaudited)

Three Months Ended

 

Six Months Ended

June 30, 

 

June 30, 

    

2024

    

2023

    

2024

    

2023

Operating Results

Net operating revenue

$

28,742

    

$

29,175

  

$

53,406

$

54,479

Station operating expense

 

23,544

    

22,407

  

 

46,525

 

44,110

Corporate general and administrative

 

3,049

    

2,472

  

 

6,178

 

5,088

Other operating expense, net

6

    

977

80

Operating income (loss)

 

2,143

 

4,296

  

 

(274)

 

5,201

Interest expense

 

71

    

43

  

 

114

 

86

Interest income

 

(251)

    

(347)

  

 

(554)

 

(636)

Other income, net

(1,133)

    

(1,133)

(119)

Income before income tax expense

 

3,456

 

4,600

  

 

1,299

 

5,870

Income tax provision

Current

815

    

905

  

 

300

 

1,185

Deferred

 

140

    

345

  

 

75

 

415

955

1,250

375

1,600

Net income

$

2,501

$

3,350

  

$

924

$

4,270

  

Earnings per share:

  

Basic

$

0.40

    

$

0.55

  

$

0.15

$

0.70

Diluted

$

0.40

    

$

0.55

  

$

0.15

$

0.70

  

Weighted average common shares

 

6,072

    

6,032

  

 

6,068

 

6,030

Weighted average common and common equivalent shares

 

6,072

    

6,032

  

 

6,068

 

6,030

 

June 30, 

    

 

2024

    

2023

Balance Sheet Data

 

  

  

Working capital

$

28,920

$

40,856

Net fixed assets

$

53,251

$

53,372

Net intangible assets and other assets

$

122,321

$

120,411

Total assets

$

221,617

$

229,588

Long-term debt

$

5,000

$

Stockholders' equity

$

165,827

$

180,486


Saga Communications, Inc.

Selected Consolidated Financial Data

For the Six Months Ended

June 30, 2024 and 2023

(amounts in 000’s except per share data)

(Unaudited)

Six Months Ended

 

June 30, 

 

     

2024

     

2023

    

(Unaudited)

 

(In thousands)

Statement of Cash Flows

Cash flows from operating activities:

    

Net income

$

924

$

4,270

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

Depreciation and amortization

2,456

2,475

Deferred income tax expense

75

415

Amortization of deferred costs

18

18

Compensation expense related to restricted stock awards

973

493

Loss on sale of assets, net

977

80

Other (gain), net

(1,133)

(119)

Barter (revenue) expense, net

(32)

(1)

Deferred and other compensation

(82)

(242)

Changes in assets and liabilities:

Decrease in receivables and prepaid expenses

(453)

(1,643)

Increase in accounts payable, accrued expenses, and other liabilities

1,324

292

Total adjustments

4,123

1,768

Net cash provided by operating activities

5,047

6,038

Cash flows from investing activities:

Purchase of short-term investments

(10,817)

(10,241)

Redemption of short-term investments

12,928

10,237

Acquisition of property and equipment (Capital Expenditures)

 

(2,574)

 

(2,637)

Acquisition of broadcast properties

 

(5,705)

 

Proceeds from sale and disposal of assets

175

616

Proceeds from other gains and losses

 

1,143

Other investing activities

 

4

 

117

Net cash used in investing activities

 

(4,846)

 

(1,908)

Cash flows from financing activities:

Proceeds from long-term debt

5,000

Cash dividends paid

 

(19,391)

 

(16,816)

Net cash used in financing activities

 

(14,391)

 

(16,816)

Net decrease in cash and cash equivalents

 

(14,190)

 

(12,686)

Cash and cash equivalents, beginning of period

 

29,582

 

36,802

Cash and cash equivalents, end of period

$

15,392

$

24,116


Saga Communications, Inc.

Selected Supplemental Financial Data

For the Three Months Ended

June 30, 2024 and 2023

(amounts in 000’s)

(Unaudited)

Actual

Same Station (1)

Pro Forma (2)

Three Months Ended

Three Months Ended

Three Months Ended

June 30, 

June 30, 

June 30, 

2024

2023

2024

2023

2024

2023

Operating Results

Net operating revenue

$

28,742

    

$

29,175

  

$

28,480

$

29,175

$

29,282

$

29,976

Station operating expense

 

23,544

    

22,407

  

 

23,311

 

22,407

 

24,023

23,095

Corporate general and administrative

 

3,049

    

2,472

  

 

3,049

 

2,472

 

3,049

2,472

Other operating expense, net

6

    

6

6

Operating income

 

2,143

 

4,296

  

$

2,114

$

4,296

 

2,204

 

4,409

Interest expense

 

71

    

43

  

 

123

122

Interest income

 

(251)

    

(347)

  

 

(251)

(347)

Other income, net

(1,133)

    

(1,133)

Income before income tax expense

 

3,456

 

4,600

  

 

3,465

 

4,634

Income tax provision

Current

815

    

905

  

817

905

Deferred

 

140

    

345

  

 

149

353

955

1,250

966

1,258

Net income

$

2,501

$

3,350

  

$

2,499

$

3,376

  

Earnings per share:

  

Basic

$

0.40

    

$

0.55

  

$

0.40

$

0.55

Diluted

$

0.40

    

$

0.55

  

$

0.40

$

0.55

  

Weighted average common shares

 

6,072

    

6,032

  

 

6,072

6,032

Weighted average common and common equivalent shares

 

6,072

    

6,032

  

 

6,072

6,032

Actual

Same Station (1)

Pro Forma (2)

Three Months Ended

Three Months Ended

Three Months Ended

June 30, 

June 30, 

June 30, 

2024

2023

2024

2023

2024

2023

Depreciation and amortization by segment

Radio Stations

$

1,213

$

1,198

$

1,164

$

1,198

$

1,305

$

1,336

Corporate

45

40

45

40

45

40

$

1,258

$

1,238

$

1,209

$

1,238

$

1,350

$

1,376


(1)Same station includes only the results of stations we owned and operated for the entire comparable period.
(2)Pro Forma results assume all acquisitions in 2024 occurred as of January 1, 2023.


Saga Communications, Inc.

Selected Supplemental Financial Data

For the Six Months Ended

June 30, 2024 and 2023

(amounts in 000’s)

(Unaudited)

Actual

Same Station (1)

Pro Forma (2)

Six Months Ended

Six Months Ended

Six Months Ended

June 30, 

June 30, 

June 30, 

2024

2023

2024

2023

2024

2023

Operating Results

Net operating revenue

$

53,406

    

$

54,479

  

$

53,144

$

54,479

$

54,574

$

55,987

Station operating expense

 

46,525

    

44,110

  

 

46,292

 

44,110

 

47,669

45,482

Corporate general and administrative

 

6,178

    

5,088

  

 

6,178

 

5,088

 

6,178

5,088

Other operating expense, net

977

    

80

977

80

977

80

Operating (loss) income

 

(274)

 

5,201

  

$

(303)

$

5,201

 

(250)

 

5,337

Interest expense

 

114

    

86

  

 

245

244

Interest income

 

(554)

    

(636)

  

 

(554)

(636)

Other income, net

(1,133)

    

(119)

(1,133)

(119)

Income before income tax expense

 

1,299

 

5,870

  

 

1,192

 

5,848

Income tax provision

Current

300

    

1,185

  

276

1,185

Deferred

 

75

    

415

  

 

71

410

375

1,600

347

1,595

Net income

$

924

$

4,270

  

$

845

$

4,253

  

Earnings per share:

  

Basic

$

0.15

    

$

0.70

  

$

0.13

$

0.69

Diluted

$

0.15

    

$

0.70

  

$

0.13

$

0.69

  

Weighted average common shares

 

6,068

    

6,030

  

 

6,068

6,030

Weighted average common and common equivalent shares

 

6,068

    

6,030

  

 

6,068

6,030

Actual

Same Station (1)

Pro Forma (2)

Six Months Ended

Six Months Ended

Six Months Ended

June 30, 

June 30, 

June 30, 

2024

2023

2024

2023

2024

2023

Depreciation and amortization by segment

Radio Stations

$

2,365

$

2,395

$

2,317

$

2,395

$

2,594

$

2,670

Corporate

91

80

91

80

91

80

$

2,456

$

2,475

$

2,408

$

2,475

$

2,685

$

2,750


(1)Same station includes only the results of stations we owned and operated for the entire comparable period.
(2)Pro Forma results assume all acquisitions in 2024 occurred as of January 1, 2023.


Saga Communications, Inc.

Selected Supplemental Financial Data

For the Three and Six Months Ended

June 30, 2024 and 2023

(amounts in 000’s)

(Unaudited)

Three Months Ended

 

Six Months Ended

June 30, 

 

June 30, 

    

2024

    

2023

    

2024

    

2023

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

Operating income (loss)

$

2,143

    

$

4,296

  

$

(274)

$

5,201

Plus:

 

 

  

 

 

Corporate general and administrative

 

3,049

 

2,472

  

 

6,178

 

5,088

Other operating expense, net

6

977

80

Station depreciation and amortization

1,213

1,198

2,365

2,395

Station operating income

$

6,411

$

7,966

  

$

9,246

$

12,764

Other financial data

Depreciation and amortization:

Radio Stations

$

1,213

$

1,198

$

2,365

$

2,395

Corporate

$

45

$

40

$

91

$

80

Compensation expense related to restricted stock awards

$

520

$

248

$

973

(1)

$

493

(1)

Other operating expense, net (2)

$

6

$

-

$

977

$

80

Other income, net (2)

$

(1,133)

$

-

$

(1,133)

$

(119)

Deferred income tax expense (2)

$

140

$

345

$

75

$

415

Acquisition of property and equipment (Capital Expenditures)

$

1,524

$

1,275

$

2,574

(1)

$

2,637

(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

June 30, 2024

(amounts in 000's)

(Unaudited)

    

    

Less:

    

Plus:

    

Trailing

 

12 Months Ended

6 Months Ended

6 Months Ended

Add:

12 Months Ended

 

December 31, 

June 30, 

June 30, 

Pro Forma

June 30, 

 

2023

2023

2024

Acquisitions (2)

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

$

9,500

$

4,270

$

924

$

95

$

6,249

Exclusions:

 

  

 

  

 

  

 

  

Gain (loss) on sale of assets, net

 

(120)

 

(80)

 

(977)

 

(1,017)

Other income, net

 

1,510

 

756

 

1,719

 

2,473

Total exclusions

 

1,390

 

676

 

742

 

1,456

Consolidated adjusted net income (1)

 

8,110

 

3,594

 

182

95

 

4,793

Plus:

Interest expense

 

173

 

86

 

114

288

 

489

Income tax provision

 

3,375

 

1,600

 

375

7

 

2,157

Depreciation & amortization expense

 

5,055

 

2,475

 

2,456

426

 

5,462

Non-cash compensation

 

1,116

 

493

 

973

 

1,596

Trailing twelve month consolidated EBITDA (1)

$

17,829

$

8,248

$

4,100

$

816

$

14,497

Total long-term debt, including current maturities

 

  

 

  

$

5,000

Divided by trailing twelve month consolidated EBITDA (1)

 

  

 

  

 

14,497

Leverage ratio

 

  

 

  

 

0.34


(1)As defined in the Company's credit facility.
(2)Trailing Twelve Month Adjustment.


Saga Communications, Inc.

Selected Supplemental Financial Data

For the Three and Six Months Ended

June 30, 2024 and 2023

(amounts in 000’s)

(Unaudited)

Reconciliation of Actual Information to Same Station Operating Income

Adjustments

Adjustments

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

June 30, 

Entire Comparable

June 30, 

June 30, 

Entire Comparable

June 30, 

2024

Period

2024

2023

Period

2023

Net operating revenue

$

28,742

    

$

(262)

  

$

28,480

$

29,175

$

-

$

29,175

Station operating expense

 

23,544

    

(233)

  

 

23,311

 

22,407

 

-

22,407

Corporate general and administrative

 

3,049

    

-

  

 

3,049

 

2,472

 

-

2,472

Other operating expense, net

6

    

-

6

-

-

-

Operating income

$

2,143

$

(29)

  

$

2,114

$

4,296

$

-

$

4,296

Adjustments

Adjustments

Actual

For Acquisitions

Same Station

Actual

For Acquisitions

Same Station

Six Months

and Dispositions

Six Months

Six Months

and Dispositions

Six Months

Ended

Not Included in

Ended

Ended

Not Included in

Ended

June 30, 

Entire Comparable

June 30, 

June 30, 

Entire Comparable

June 30, 

2024

Period

2024

2023

Period

2023

Net operating revenue

$

53,406

    

$

(262)

  

$

53,144

$

54,479

$

-

$

54,479

Station operating expense

 

46,525

    

(233)

  

 

46,292

 

44,110

 

-

44,110

Corporate general and administrative

 

6,178

    

-

  

 

6,178

 

5,088

 

-

5,088

Other operating expense, net

977

    

-

977

80

-

80

Operating (loss) income

$

(274)

$

(29)

  

$

(303)

$

5,201

$

-

$

5,201