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): September 30, 2018

  

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    
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:

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 November 2, 2018, Saga Communications, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2018. The press release, dated November 2, 2018, is attached as Exhibit 99.1 to this Form 8-K.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

99.1Press Release dated November 2, 2018.

  

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: November 2, 2018 By: /s/ Samuel D. Bush  
    Samuel D. Bush  
    Senior Vice President and Chief  
    Financial Officer  

 

 

 

 

INDEX OF EXHIBITS

 

  Exhibit No.   Description
       
  99.1   Press Release dated November 2, 2018.

 

 

 

Saga Communications, Inc. Reports 3rd Quarter Results



Net Operating Revenue increased 4.6% for the Quarter

GROSSE POINTE FARMS, Mich., Nov. 2, 2018 /PRNewswire/ -- Saga Communications, Inc. (Nasdaq - SGA) today reported net revenue increased 4.6% to $31.7 million for the quarter ended September 30, 2018. Income from continuing operations (net of tax) increased $730 thousand to $3.7 million compared to $3.0 million last year. Operating income decreased 3.4% to $5.3 million and station operating expense increased 7.7% to $23.4 million for the quarter. Diluted earnings per share from continuing operations was $0.62/share in the third quarter of 2018 compared to $0.50/share during the same period in 2017. Free cash flow from continuing operations was $5.2 million for the quarter ended September 30, 2018 compared to $4.0 million for the same period last year.

On a same station basis for the quarter ended September 30, 2018 net revenue was flat with the same quarter last year at $29.6 million, Operating income decreased $200 thousand to $5.2 million and station operating expense increased 1.8% to $21.6 million.

Net revenue increased 6.0% to $91.9 million for the nine months ended September 30, 2018. Income from continuing operations (net of tax) increased $2.0 million to $9.4 million compared to $7.4 million last year. Operating income increased 2.4% to $13.7 million and station operating expense increased 8.4% to $70.0 million for the nine month period. Diluted earnings per share from continuing operations was $1.58/share for the nine month period in 2018 compared to $1.25/share during the same period in 2017. Free cash flow from continuing operations was $13.5 million for the nine months ended September 30, 2018 compared to $10.8 million for the same period last year.

On a same station basis for the nine months ended September 30, 2018 net revenue was approximately flat with the nine month period last year at $85.7 million, Operating income from continuing operations increased $385 thousand to $13.6 million and station operating expense increased 0.4% at $64.1 million.

The Company had $48.8 million in cash on hand as of September 30, 2018 and $50.5 million as of October 31, 2018. The Company's total long-term debt was $20 million as of September 30, 2018.

The results for the quarter and nine month period were affected by the sale of the Company's television stations and purchase of radio stations in Charleston and Hilton Head, SC on September 1, 2017.

Capital expenditures from continuing operations were $1.5 million in the third quarter compared to $1.4 million for the same period last year. The Company expects to spend approximately $6.0 million for capital expenditures during 2018.

The Company announced on October 30, 2018 that it has entered into an agreement to purchase the assets of WOGK(FM), WNDT(FM), WNDD(FM) and WNDN(FM), from Ocala Broadcasting Corporation, LLC. All the stations serve the Gainesville-Ocala, Florida radio market.

Saga's 2018 3rd Quarter conference call will be on Friday, November 2, 2018 at 11:00 a.m. EDT. The dial-in number for the call is 612/234-9959. 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. EST on November 2, 2018 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", "proforma", and discontinued operations information as well as the Company's trailing 12 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 2017 and 2018 occurred as of January 1, 2017.

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 and television 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 26 markets, including 75 FM and 33 AM radio stations and 75 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 Nine Months Ended

September 30, 2018 and 2017

(amounts in 000's except per share data)

(Unaudited)











 Three Months Ended  

 Nine Months Ended  




 September 30, 

 September 30, 




2018

2017

2018

2017

Operating Results






Net operating revenue


$         31,648

$        30,269

$         91,891

$         86,685

Station operating expense


23,429

21,755

69,966

64,521

Corporate general and administrative


2,813

3,132

8,205

8,875

Other operating expense (income), net


85

(127)

47

(69)

Operating income


5,321

5,509

13,673

13,358

Interest expense


243

254

717

691

Interest income


(167)

-

(444)

-

Other income


(25)

-

(25)

-

Income from continuing operations, before tax


5,270

5,255

13,425

12,667

Income tax expense


1,575

2,290

4,030

5,280

Income from continuing operations, net of tax


3,695

2,965

9,395

7,387

Income from discontinued operations, net of tax


-

30,451

-

32,501

Net income


$           3,695

$        33,416

$           9,395

$         39,888








Basic Earnings per share:







From continuing operations


$             0.62

$           0.50

$             1.58

$             1.25


From discontinued operations


-

5.16

-

5.51


Basic earnings per share


$             0.62

$           5.66

$             1.58

$             6.76








Diluted Earnings per share:







From continuing operations


$             0.62

$           0.50

$              1.58

$             1.25


From discontinued operations


-

5.16

-

5.51


Diluted earnings per share


$             0.62

$           5.66

$             1.58

$             6.76








Weighted average common shares


5,822

5,807

5,833

5,800

Weighted average common and common 







equivalent shares


5,822

5,807

5,833

5,804








Free Cash Flow






Net income 


$           3,695

$        33,416

$           9,395

$         39,888

Plus: Depreciation and amortization:







        Station


1,603

1,483

4,789

4,213


        Corporate


71

71

209

214


        Discontinued operations


-

-

-

445

         Deferred tax provision


785

340

1,880

2,020

         Non-cash compensation


570

629

1,675

1,761

         Other operating expense (income) from continuing operations

85

(127)

47

(69)

         Other operating expense from discontinued operations


-

-

-

31

         Other income from continuing operations


(25)

-

(25)

-

Less: Gain on the disposal of discontinued operations, net of tax

-

(29,902)

-

(29,902)

         Capital expenditures from continuing operations


(1,544)

(1,410)

(4,450)

(4,725)


    Capital expenditures from discontinued operations


-

(15)

-

(125)

Free cash flow


$           5,240

$          4,485

$         13,520

$         13,751













 September 30, 






2018

2017

Balance Sheet Data







Working capital




$         57,828

$         56,294


Net fixed assets




56,152

56,345


Net intangible assets and other assets




114,848

117,947


Total assets




242,561

277,954


Long-term debt including $0 and $10,287 of current liabilities, respectively


20,000

35,287


Stockholders' equity




184,158

171,555

Saga Communications, Inc.

Selected Supplemental Financial Data

For The Three and Nine Months Ended

September 30, 2018 and 2017

(amounts in 000's except per share data)

(Unaudited)












 Three Months Ended  

 Nine Months Ended  



 September 30, 

 September 30, 



2018

2017

2018

2017

Results of Discontinued Operations






Net operating revenue


$          -

$     3,296

$           -

$     14,238

Station operating expense 


-

2,372

-

9,727

Other operating expense


-

-

-

31

Operating income


-

924

-

4,480

Interest expense 


-

5

-

21

Income before income taxes


-

919

-

4,459

Pretax gain on the disposal of discontinued operations


-

50,842

-

50,842

Total pretax income from discontinued operations


-

51,761

-

55,301

Income tax expense 


-

21,310

-

22,800

Income from discontinued operations, net of tax


$          -

$   30,451

$           -

$     32,501







Free Cash Flow from Discontinued Operations






Income from discontinued operations, net of tax


$         -

$   30,451

$           -

$     32,501

Plus: Depreciation and amortization:


-

-

-

445

         Other operating expense from discontinued operations


-

-

-

31

Less: Gain on the disposal of discontinued operations, net of tax


-

(29,902)

-

(29,902)

         Capital expenditures from discontinued operations


-

(15)

-

(125)

Free cash flow from discontinued operations


$         -

$        534

$           -

$       2,950













(1) Results of operations for the Television stations are reflected through August 31, 2017.  The effective date of the sale was September 1, 2017.  

Saga Communications, Inc.

Selected Supplemental Financial Data

For the Three Months Ended

September 30, 2018 and 2017

(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



September 30,


September 30,


September 30,



2018

2017


2018

2017


2018

2017

Consolidated









Net operating revenue

$      31,648

$    30,269


$      29,627

$      29,653


$      31,648

$      31,546

Station operating expense

23,429

21,755


21,587

21,213


23,429

23,000

Corporate general and administrative

2,813

3,132


2,813

3,132


2,813

3,132

Other operating expense (income), net

85

(127)


(8)

(127)


85

(127)

Operating income

5,321

5,509


$        5,235

$        5,435


5,321

5,541

Interest expense

243

254





243

254

Interest income

(167)

-





(167)

-

Other income

(25)

-





(25)

-

Income from continuing operations, before tax

5,270

5,255





5,270

5,287

Income tax expense

1,575

2,290





1,575

2,303

Income from continuing operations, net of tax

3,695

2,965





3,695

2,984

Income from discontinued operations, net of tax

-

30,451





-

30,451

Net income 

$        3,695

$    33,416





$        3,695

$      33,435











Basic Earnings per share:










From continuing operations

$          0.62

$        0.50





$          0.62

$          0.51


From discontinued operations

-

5.16





-

5.15


Basic earnings per share

$          0.62

$        5.66





$          0.62

$          5.66











Diluted Earnings per share:










From continuing operations

$          0.62

$        0.50





$          0.62

$          0.51


From discontinued operations

-

5.16





-

5.15


Diluted earnings per share

$          0.62

$        5.66





$          0.62

$          5.66













Actual


Same Station (1)


Pro Forma (2)



Three Months Ended


Three Months Ended


Three Months Ended



September 30,


September 30,


September 30,



2018

2017


2018

2017


2018

2017

Depreciation and amortization










by segment









Radio Stations

$        1,603

$      1,483


$        1,344

$        1,399


$        1,603

$        1,647

Corporate and Other

71

71


71

71


71

71



$        1,674

$      1,554


$        1,415

$        1,470


$        1,674

$        1,718











(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 2018 and 2017 occurred as of January 1, 2017.




Saga Communications, Inc.

Selected Supplemental Financial Data

For the Nine Months Ended

September 30, 2018 and 2017

(amounts in 000's except per share data)

(Unaudited)













Actual


Same Station (1)


Pro Forma (2)



Nine Months Ended


Nine Months Ended


Nine Months Ended



September 30,


September 30,


September 30,



2018

2017


2018

2017


2018

2017

Consolidated









Net operating revenue

$      91,891

$      86,685


$      85,660

$      85,811


$      91,891

$      92,187

Station operating expense

69,966

64,521


64,096

63,825


69,966

69,325

Corporate general and administrative

8,205

8,875


8,205

8,875


8,205

8,875

Other operating (income) expense, net 

47

(69)


(206)

(69)


47

(69)

Operating income

13,673

13,358


$      13,565

$      13,180


13,673

14,056

Interest expense

717

691





717

691

Interest income

(444)

-





(444)

-

Other income

(25)

-





(25)

-

Income from continuing operations, before tax

13,425

12,667





13,425

13,365

Income tax expense

4,030

5,280





4,030

5,566

Income from continuing operations, net of tax

9,395

7,387





9,395

7,799

Income from discontinued operations, net of tax

-

32,501





-

32,501

Net income 

$        9,395

$      39,888





$        9,395

$      40,300











Basic Earnings per share:










From continuing operations

$          1.58

$          1.25





$          1.58

$          1.32


From discontinued operations

-

5.51





-

5.51


Basic earnings per share

$          1.58

$          6.76





$          1.58

$          6.83











Diluted Earnings per share:










From continuing operations

$          1.58

$          1.25





$          1.58

$          1.32


From discontinued operations

-

5.51





-

5.51


Diluted earnings per share

$          1.58

$          6.76





$          1.58

$          6.83













Actual


Same Station (1)


Pro Forma (2)



Nine Months Ended


Nine Months Ended


Nine Months Ended



September 30,


September 30,


September 30,



2018

2017


2018

2017


2018

2017

Depreciation and amortization










by segment









Radio Stations

$        4,789

$        4,213


$        4,010

$        4,125


$        4,789

$        4,867

Discontinued Operations

-

445


-

-


-

445

Corporate and Other

209

214


209

214


209

214



$        4,998

$        4,872


$        4,219

$        4,339


$        4,998

$        5,526











(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 2018 and 2017 occurred as of January 1, 2017.




Saga Communications, Inc.

Selected Supplemental Financial Data

September 30, 2018

(amounts in 000's except ratios)

(Unaudited)






































Less:


Plus:




Trailing



12 Mos Ended


9 Mos Ended


9 Mos Ended


Less:


12 Mos Ended



December 31,


September 30, 


September 30, 


Discontinued


September 30, 



2017


2017


2018


Operations (2)


2018

Trailing 12 Month Consolidated Earnings Before Interest,










  Taxes, Depreciation and Amortization ("EBITDA") (1)










Net income

$                  54,717


$                 39,888


$                  9,395


$                     (30)


$                  24,254

Exclusions:











Gain (loss) on sale of assets from continuing operations

(55)


69


(47)


-


(171)


Gain (loss) on sale of assets from discontinued operations

(31)


(31)


-


-


-


Gain (loss) on sale of television stations

50,842


50,842


-


-


-


Impairment of intangibles

(1,449)


-


-


-


(1,449)


Other

289


332


527


(36)


520

Total exclusions

49,596


51,212


480


(36)


(1,100)

Consolidated adjusted net income (1)

5,121


(11,324)


8,915


6


25,354

Plus:  Interest expense

925


712


717


-


930


Income tax expense

16,880


28,080


4,030


-


(7,170)


Depreciation & amortization expense

6,696


4,872


4,998


-


6,822


Amortization of television syndicated programming contracts

418


418


-


-


-


Non-cash stock based compensation expense

2,279


1,761


1,675


-


2,193

Less: Cash television programming payments

(418)


(418)


-


-


-

Trailing twelve month consolidated EBITDA (1)

$                  31,901


$                 24,101


$                 20,335


$                        6


$                  28,129












Total long-term debt, including current maturities









$                  20,000

Divided by trailing twelve month consolidated EBITDA (1)









28,129

Leverage ratio









0.71


































(1)

As defined in the Company's credit facility.










(2)

Trailing 12 Month Adjustment











Saga Communications, Inc.


Selected Financial Data Non-GAAP Disclosures


For the Three and Nine Months Ended


September 30, 2018 and 2017


(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




September 30,


Entire Comparable


September 30,


September 30,


Entire Comparable


September 30,




2018


Period


2018


2017


Period


2017


Consolidated













Net operating revenue

$              31,648


$              (2,021)


$              29,627


$              30,269


$                 (616)


$              29,653


Station operating expense

23,429


(1,842)


21,587


21,755


(542)


21,213


Corporate general and administrative

2,813


-


2,813


3,132


-


3,132


Other operating expense (income), net

85


(93)


(8)


(127)


-


(127)


Operating income

$                5,321


$                   (86)


$                5,235


$                5,509


$                   (74)


$                5,435
















Depreciation and amortization

$                1,674


$                 (259)


$                1,415


$                1,554


$                   (84)


$                1,470




















Adjustment






Adjustment






Actual


For Acquisitions


Same Station


Actual


For Acquisitions


Same Station




Nine Months


and Dispositions


Nine Months


Nine Months


and Dispositions


Nine Months




Ended


Not Included in 


Ended


Ended


Not Included in 


Ended




September 30,


Entire Comparable


September 30,


September 30,


Entire Comparable


September 30,




2018


Period


2018


2017


Period


2017


Consolidated













Net operating revenue

$              91,891


$              (6,231)


$              85,660


$              86,685


$                 (874)


$              85,811


Station operating expense

69,966


(5,870)


64,096


64,521


(696)


63,825


Corporate general and administrative

8,205


-


8,205


8,875


-


8,875


Other operating (income) expense

47


(253)


(206)


(69)


-


(69)


Operating income

$              13,673


$                 (108)


$              13,565


$              13,358


$                 (178)


$              13,180
















Depreciation and amortization

$                4,998


$                 (779)


$                4,219


$                4,872


$                 (533)


$                4,339




CONTACT: Samuel D. Bush, 313/886-7070