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, 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:

 

¨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))

 

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, 2019, Saga Communications, Inc. issued a press release announcing its financial results for the three and twelve months ended December 31, 2018. The press release, dated March 12, 2019, is attached as Exhibit 99.1 to this Form 8-K.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

99.1Press Release dated March 12, 2019.

 

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, 2019 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 March 12, 2019.

 

 

 

Saga Communications, Inc. Reports 4th Quarter and Year End 2018 Results; Net Operating Revenue increased 4.7% for the Quarter and 5.7% for the Year

GROSSE POINTE FARMS, Mich., March 12, 2019 /PRNewswire/ -- Saga Communications, Inc. (Nasdaq: SGA) today reported net revenue increased 4.7% to $32.9 million for the quarter ended December 31, 2018. Income from continuing operations before tax increased $2.3 million to $6.0 million compared to $3.7 million last year. Operating income increased $2.1 million to $6.0 million and station operating expense increased $523 thousand to $23.8 million for the quarter. Diluted earnings per share from continuing operations was $0.72/share in the fourth quarter of 2018 compared to $2.52/share during the same period in 2017. During the 4th quarter of 2017 the Company recognized an income tax benefit of $11.2 million compared to an income tax expense of $1.7 million for the same period in 2018. The income tax benefit in 2017 was primarily due to an $11.5 million reduction in our deferred tax liability as a result of the Tax Cuts and Jobs Act. Free cash flow from continuing operations was $5.9 million for the quarter ended December 31, 2018 compared to $6.6 million for the same period in 2017.

Net revenue increased 5.7% to $124.8 million for the twelve months ended December 31, 2018. Income from continuing operations before tax increased $3.1 million to $19.4 million compared to $16.3 million last year. Operating income increased $2.5 million to $19.7 million and station operating expense increased $6.0 million to $93.7 million for the twelve month period. Diluted earnings per share from continuing operations was $2.30/share for the twelve month period in 2018 compared to $3.77/share during the same period in 2017. Free cash flow from continuing operations was $19.5 million for the twelve months ended December 31, 2018 compared to $17.4 million for the same period in 2017.

On a same station basis for the twelve months ended December 31, 2018 net revenue increased 1.1% to $116.5 million. Operating income increased $2.6 million to $19.4 million and station operating expense increased $642 thousand to $86.0 million.

The Company had $44.7 million in cash on hand as of December 31, 2018 and $40.7 million as of March 11, 2019. The Company's total bank debt was $20 million as of December 31, 2018 and $15 million as of March 11, 2019. Including the recently announced $0.30 per share dividend which will be paid on March 29, 2019, the Company will have paid over $64 million in dividends since December 3, 2012.

The results for the twelve month period ended December 31, 2017 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 fourth quarter of 2018 which was flat with the same period in 2017. For the total year capital expenditures from continuing operations were $5.9 million in 2018 compared to $6.3 million in 2017. The Company expects to spend approximately $5.0 to 5.5 million for capital expenditures during 2019.

The Company closed on its purchase of the assets of radio stations WOGK(FM), WNDT(FM), WNDD(FM) and WNDN(FM), from Ocala Broadcasting Corporation, LLC on December 31, 2018. All the stations serve the Gainesville-Ocala, Florida radio market.

Saga's 2018 4th Quarter and Year End conference call will be on Tuesday, March 12, 2019 at 11:00 a.m. EDT. The dial-in number for the call is 612/288-0329. 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, 2019 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 27 markets, including 79 FM radio stations, 34 AM radio stations and 76 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, 2018 and 2017

(amounts in 000's except per share data)

(Unaudited)











 Three Months Ended  

 Twelve Months Ended  




 December 31, 

 December 31, 




2018

2017

2018

2017

Operating Results






Net operating revenue


$         32,938

$        31,464

$       124,829

$        118,149

Station operating expense


23,761

23,238

93,727

87,759

Corporate general and administrative


3,154

2,782

11,359

11,657

Other operating expense 


14

124

61

55

Impairment of intangible assets


-

1,449

-

1,449

Operating income


6,009

3,871

19,682

17,229

Interest expense


229

212

946

903

Interest income


(187)

-

(631)

-

Other expense (income), net


2

-

(23)

-

Income from continuing operations, before tax


5,965

3,659

19,390

16,326

Income tax expense (benefit)


1,670

(11,200)

5,700

(5,920)

Income from continuing operations, net of tax


4,295

14,859

13,690

22,246

Income (loss) from discontinued operations, net of tax


-

(30)

-

32,471

Net income


$           4,295

$        14,829

$         13,690

$         54,717








Basic Earnings (loss) per share:







From continuing operations


$             0.72

$           2.52

$             2.30

$             3.77


From discontinued operations


-

(0.01)

-

5.50


Basic earnings per share


$             0.72

$           2.51

$             2.30

$             9.27








Diluted Earnings (loss) per share:







From continuing operations


$             0.72

$           2.52

$             2.30

$             3.77


From discontinued operations


-

(0.01)

-

5.50


Diluted earnings per share


$             0.72

$           2.51

$             2.30

$             9.27








Weighted average common shares


5,820

5,815

5,829

5,803

Weighted average common and common 







equivalent shares


5,820

5,815

5,829

5,807








Free Cash Flow






Net income 


$           4,295

$        14,829

$         13,690

$         54,717

Plus: Depreciation and amortization:







        Station


1,718

1,749

6,507

5,962


        Corporate


70

75

279

289


        Discontinued operations


-

-

-

445

         Deferred tax provision (benefit)


780

(10,690)

2,660

(8,670)

         Non-cash compensation


526

518

2,201

2,279

         Other operating expense from continuing operations


14

124

61

55

         Other operating expensefrom discontinued operations


-

-

-

31

         Gain on the disposal of discontinued operations, net of tax

-

-

-

(29,902)

         Impairment of intangible assets


-

1,449

-

1,449

         Other expense (income), net


2

-

(23)

-

Less: Capital expenditures from continuing operations


(1,472)

(1,521)

(5,922)

(6,246)


    Capital expenditures from discontinued operations


-

(210)

-

(335)

Free cash flow


$           5,933

$          6,323

$         19,453

$         20,074













 December 31, 






2018

2017

Balance Sheet Data







Working capital




$         45,430

$         55,269


Net fixed assets




$         59,103

$         56,235


Net intangible assets and other assets




$       120,779

$        116,360


Total assets




$       248,477

$        248,769


Long-term debt (including current portion 







of $5,000 and $0, respectively)




$         20,000

$         25,000


Stockholders' equity




$       184,999

$        179,465


Saga Communications, Inc.


Selected Supplemental Financial Data


For The Three and Twelve Months Ended


December 31, 2018 and 2017


(amounts in 000's except per share data)


(Unaudited)















 Three Months Ended  

 Twelve Months Ended  




 December 31,  

 December 31,  




2018 (1)

2017(1)

2018 (1)

2017(1)

Results of Discontinued Operations






Net operating revenue


$          -

$            -

$           -

$     14,238

Station operating expense 


-

30

-

9,757

Other operating expense


-

-

-

31

Operating income (loss)


-

(30)

-

4,450

Interest expense 


-

-

-

21

Income (loss) before income taxes


-

(30)

-

4,429

Gain on the disposal of discontinued operations, before tax


-

-

-

50,842

Income (loss) from discontinued operations, before tax


-

(30)

-

55,271

Income tax expense 


-

-

-

22,800

Income (loss) from discontinued operations, net of tax


$          -

$          (30)

$           -

$     32,471








Free Cash Flow from Discontinued Operations






Income (loss) from discontinued operations, net of tax


$         -

$          (30)

$           -

$     32,471

Plus: Depreciation and amortization


-

-

-

445

         Other operating expense (income) from discontinued operations

-

-

-

31

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


-

-

-

(29,902)

         Capital expenditures from discontinued operations


-

(210)

-

(335)

Free cash flow from discontinued operations


$         -

$         (240)

$           -

$       2,710

(1)

Results of operations for the Television stations are reflected through August 31, 2017.  The effective date of the sale was September 1, 2017.  The three months ended December 31, 2017 activity was a result of additional expenses incurred after the sale of the television stations was completed.

Saga Communications, Inc.

Selected Supplemental Financial Data

For the Three Months Ended

December 31, 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



December 31,


December 31,


December 31,



2018

2017


2018

2017


2018

2017

Consolidated









Net operating revenue

$      32,938

$    31,464


$      32,938

$      31,464


$      34,008

$      32,447

Station operating expense

23,761

23,238


23,761

23,238


24,697

24,106

Corporate general and administrative

3,154

2,782


3,154

2,782


3,154

2,782

Other operating expense 

14

124


14

124


14

124

Impairment of intangible assets

-

1,449


-

1,449


-

1,449

Operating income

6,009

3,871


$        6,009

$        3,871


6,143

3,986

Interest expense

229

212





229

212

Interest income

(187)

-





(187)

-

Other expense (income), net

2

-





2

-

Income from continuing operations, before tax

5,965

3,659





6,099

3,774

Income tax expense (benefit)

1,670

(11,200)





1,711

(11,153)

Income from continuing operations, net of tax

4,295

14,859





4,388

14,927

Income (loss) from discontinued operations, net of tax

-

(30)





-

(30)

Net income 

$        4,295

$    14,829





$        4,388

$      14,897











Basic Earnings (loss) per share:










From continuing operations

$          0.72

$        2.52





$          0.74

$          2.52


From discontinued operations

-

(0.01)





-

(0.01)


Basic earnings per share

$          0.72

$        2.51





$          0.74

$          2.51











Diluted Earnings (loss) per share:










From continuing operations

$          0.72

$        2.52





$          0.74

$          2.52


From discontinued operations

-

(0.01)





-

(0.01)


Diluted earnings per share

$          0.72

$        2.51





$          0.74

$          2.51













Actual


Same Station (1)


Pro Forma (2)



Three Months Ended


Three Months Ended


Three Months Ended



December 31,


December 31,


December 31,



2018

2017


2018

2017


2018

2017

Depreciation and amortization










by segment









Radio Stations

$        1,718

$      1,749


$        1,718

$        1,749


$        1,851

$        1,882

Corporate and Other

70

75


70

75


70

75



$        1,788

$      1,824


$        1,788

$        1,824


$        1,921

$        1,957











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





Saga Communications, Inc.

Selected Supplemental Financial Data

For the Twelve Months Ended

December 31, 2018 and 2017

(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,



2018

2017


2018

2017


2018

2017

Consolidated









Net operating revenue

$    124,829

$    118,149


$    116,504

$    115,264


$    129,228

$    128,180

Station operating expense

93,727

87,759


85,959

85,317


97,314

96,218

Corporate general and administrative

11,359

11,657


11,359

11,657


11,359

11,657

Other operating expense (income), net

61

55


(191)

53


61

55

Impairment of intangible assets

-

1,449


-

1,449


-

1,449

Operating income

19,682

17,229


$      19,377

$      16,788


20,494

18,801

Interest expense

946

903





946

903

Interest income

(631)

-





(631)

-

Other expense (income), net

(23)

-





(23)

-

Income from continuing operations, before tax

19,390

16,326





20,202

17,898

Income tax expense (benefit)

5,700

(5,920)





5,944

(5,276)

Income from continuing operations, net of tax

13,690

22,246





14,258

23,174

Income from discontinued operations, net of tax

-

32,471





-

32,471

Net income 

$      13,690

$      54,717





$      14,258

$      55,645











Basic Earnings (loss) per share:










From continuing operations

$          2.30

$          3.77





$          2.40

$          3.93


From discontinued operations

-

5.50





-

5.50


Basic earnings per share

$          2.30

$          9.27





$          2.40

$          9.43











Diluted Earnings (loss) per share:










From continuing operations

$          2.30

$          3.77





$          2.40

$          3.93


From discontinued operations

-

5.50





-

5.50


Diluted earnings per share

$          2.30

$          9.27





$          2.40

$          9.43













Actual


Same Station (1)


Pro Forma (2)



Twelve Months Ended


Twelve Months Ended


Twelve Months Ended



December 31,


December 31,


December 31,



2018

2017


2018

2017


2018

2017

Depreciation and amortization









by segment










Radio Stations

$        6,507

$        5,962


$        5,475

$        5,629


$        7,039

$        7,148

Discontinued Operations


-

445


-

-


-

445

Corporate and Other

279

289


279

289


279

289



$        6,786

$        6,696


$        5,754

$        5,918


$        7,318

$        7,882











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





Saga Communications, Inc.

Selected Supplemental Financial Data

December 31, 2018

(amounts in 000's except ratios)

(Unaudited)































12 Months Ended


Add:


12 Months Ended



December 31,


Proforma


December 31,



2018


Acquisitions


2018

Trailing 12 Month Consolidated Earnings Before Interest,






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






Net income

$                  13,690


$                     568


$                  14,258

Exclusions:







Gain (loss) on sale of assets from continuing operations

(61)


-


(61)


Gain on insurance proceeds

23


-


23


Interest or other non-operating income

631


-


631


Other

(107)


-


(107)

Total exclusions

486


-


486

Consolidated adjusted net income (1)

13,204


568


13,772

Plus:  Interest expense

946


-


946


Income tax expense

5,700


244


5,944


Depreciation & amortization expense

6,786


532


7,318


Non-cash stock based compensation expense

2,201


-


2,201

Trailing twelve month consolidated EBITDA (1)

$                  28,837


$                  1,344


$                  30,181








Total long-term debt, including current maturities





$                  20,000

Divided by trailing twelve month consolidated EBITDA (1)





30,181

Leverage ratio





0.66






















(1)

As defined in the Company's credit facility.






Saga Communications, Inc.

Selected Financial Data Non-GAAP Disclosures

For the Three and Twelve Months Ended

December 31, 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




December 31,


Entire Comparable


December 31,


December 31,


Entire Comparable


December 31,




2018


Period


2018


2017


Period


2017


Consolidated













Net operating revenue

$              32,938


$                     -


$              32,938


$              31,464


$                     -


$              31,464


Station operating expense

23,761


-


23,761


23,238


-


23,238


Corporate general and administrative

3,154


-


3,154


2,782


-


2,782


Other operating expense 

14


-


14


124


-


124


Impairment of intangible assets

-


-


-


1,449


-


1,449


Operating income

$                6,009


$                     -


$                6,009


$                3,871


$                     -


$                3,871
















Depreciation and amortization

$                1,788


$                     -


$                1,788


$                1,824


$                     -


$                1,824


































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 31,


Entire Comparable


December 31,


December 31,


Entire Comparable


December 31,




2018


Period


2018


2017


Period


2017


Consolidated













Net operating revenue

$            124,829


$              (8,325)


$            116,504


$            118,149


$              (2,885)


$            115,264


Station operating expense

93,727


(7,768)


85,959


87,759


(2,442)


85,317


Corporate general and administrative

11,359


-


11,359


11,657


-


11,657


Other operating (income) expense

61


(252)


(191)


55


(2)


53


Impairment of intangible assets

-


-


-


1,449


-


1,449


Operating income

$              19,682


$                 (305)


$              19,377


$              17,229


$                 (441)


$              16,788
















Depreciation and amortization

$                6,786


$              (1,032)


$                5,754


$                6,696


$                 (778)


$                5,918




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