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, 2019
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. ¨
| 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 |
| Item 2.02. | Results of Operations and Financial Condition. |
On November 7, 2019, Saga Communications, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2019. The press release, dated November 7, 2019, is attached as Exhibit 99.1 to this Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press Release dated November 7, 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: November 7, 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 November 7, 2019. |
Saga Communications, Inc. Reports 3rd Quarter and Year-To-Date 2019 Results Net Income for the Nine-Month Period Ended September 30, 2019 is Flat with the Same Period in 2018
GROSSE POINTE FARMS, Mich., Nov. 7, 2019 /PRNewswire/ -- Saga Communications, Inc. (Nasdaq: SGA) today reported net revenue of $31.3 million for the quarter compared to $31.7 million for the same quarter last year. Gross Revenue was flat with last year for the quarter net of $96 thousand of political revenue this quarter and $486 thousand of political revenue for the same period last year. Station operating expense increased $171 thousand to $23.6 million and operating income decreased $520 thousand to $4.8 million compared to $5.3 million for the same period last year. Net Income decreased $361 thousand to $3.3 million for the quarter. Diluted earnings per share were $0.56/share in the third quarter of 2019 compared to $0.62/share during the same period in 2018. Free cash flow decreased $697 thousand to $4.5 million for the quarter ended September 30, 2019, with $385 thousand of the decrease due to a reduction in the Company's deferred tax provision.
On a same station basis for the quarter ended September 30, 2019 net revenue decreased $1.4 million to $30.3 million. Operating expense decreased $779 thousand to $22.7 million while operating income decreased $593 thousand to $4.7 million.
Net income for the nine-month period ended September 30, 2019 was flat with the same period last year at $9.4 million. Net revenue decreased $610 thousand to $91.3 million. Gross Revenue was flat with last year for the nine-month period net of $351 thousand of political revenue this year and $1.3 million of political revenue for the same period last year. Station operating expense decreased $324 thousand to $69.6 million and operating income decreased $299 thousand to $13.4 million compared to $13.7 million for the same period last year. Diluted earnings per share were $1.59/share for the nine-month period in 2019 compared to $1.58/share during the same period in 2018. Free cash flow decreased $810 thousand to $12.7 million for the nine-month period ended September 30, 2019, with $780 thousand of the decrease due to a reduction in the Company's deferred tax provision.
On a same station basis for the nine-month period ended September 30, 2019 net revenue decreased $3.8 million to $88.1 million. Operating expense decreased $3.0 million to $66.9 million while operating income decreased $717 thousand to $13.0 million.
The Company had $41.1 million in cash on hand as of September 30, 2019 and $42.3 million as of November 4, 2019. The Company's total bank debt was $10 million as of the end of the quarter. Including the recent $0.30 per share dividend which was paid on October 11, 2019, the Company will have paid almost $68 million in dividends since December 3, 2012.
Capital expenditures in the third quarter were flat with the same period last year at $1.5 million. For the nine-month period capital expenditures were $4.7 million compared to $4.5 million last year. The Company expects to spend approximately $5.5 - 6.0 million for capital expenditures during 2019.
Saga's 2019 3rd Quarter conference call will be on Thursday, November 7, 2019 at 11:00 a.m. EST. The dial-in number for the call is 973/528-0008. Enter conference code 152645. 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 7, 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", and "proforma" information as well as the Company's trailing twelve-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 2018 and 2019 occurred as of January 1, 2018.
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 77 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, 2019 and 2018 | ||||||
(amounts in 000's except per share data) | ||||||
(Unaudited) | ||||||
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| Three Months Ended | Nine Months Ended | ||
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| September 30, | September 30, | ||
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| 2019 | 2018 | 2019 | 2018 |
Operating Results |
|
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| |
Net operating revenue |
| $ 31,274 | $ 31,648 | $ 91,281 | $ 91,891 | |
Station operating expense |
| 23,600 | 23,429 | 69,642 | 69,966 | |
Corporate general and administrative |
| 2,788 | 2,813 | 8,179 | 8,205 | |
Other operating expense, net |
| 85 | 85 | 86 | 47 | |
Operating income |
| 4,801 | 5,321 | 13,374 | 13,673 | |
Interest expense |
| 180 | 243 | 572 | 717 | |
Interest income |
| (162) | (167) | (485) | (444) | |
Other income, net |
| (11) | (25) | (11) | (25) | |
Income before income tax expense |
| 4,794 | 5,270 | 13,298 | 13,425 | |
Income tax expense |
| 1,460 | 1,575 | 3,860 | 4,030 | |
Net income |
| $ 3,334 | $ 3,695 | $ 9,438 | $ 9,395 | |
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|
|
|
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|
Basic earnings per share |
| $ 0.56 | $ 0.62 | $ 1.59 | $ 1.58 | |
Diluted earnings per share |
| $ 0.56 | $ 0.62 | $ 1.59 | $ 1.58 | |
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|
Weighted average common shares |
| 5,834 | 5,822 | 5,840 | 5,833 | |
Weighted average common and common |
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| |
|
| equivalent shares |
| 5,834 | 5,822 | 5,840 | 5,833 |
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Free Cash Flow |
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| |
Net income |
| $ 3,334 | $ 3,695 | $ 9,438 | $ 9,395 | |
Plus: Depreciation and amortization: |
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| |
|
| Radio Stations |
| 1,637 | 1,603 | 4,894 | 4,789 |
|
| Corporate |
| 71 | 71 | 214 | 209 |
Deferred tax provision |
| 400 | 785 | 1,100 | 1,880 | |
Non-cash compensation |
| 532 | 570 | 1,656 | 1,675 | |
Other operating expense, net |
| 85 | 85 | 86 | 47 | |
Other income, net |
| (11) | (25) | (11) | (25) | |
Less: Capital expenditures |
| (1,505) | (1,544) | (4,667) | (4,450) | |
Free cash flow |
| $ 4,543 | $ 5,240 | $ 12,710 | $ 13,520 | |
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| September 30, | |
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| 2019 | 2018 |
Balance Sheet Data |
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| |
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| Working capital |
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| $ 46,234 | $ 57,828 |
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| Net fixed assets |
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| 59,234 | 56,152 |
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| Net intangible assets and other assets |
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| 126,325 | 114,848 |
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| Total assets |
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|
| 248,999 | 242,561 |
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| Long-term debt |
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|
| 10,000 | 20,000 |
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| Stockholders' equity |
|
|
| 190,403 | 184,158 |
Saga Communications, Inc. | |||||||||
Selected Supplemental Financial Data | |||||||||
For the Three Months Ended | |||||||||
September 30, 2019 and 2018 | |||||||||
(amounts in 000's except per share data) | |||||||||
(Unaudited) | |||||||||
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| Actual |
| Same Station (1) |
| Pro Forma (2) | |||
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| Three Months Ended |
| Three Months Ended |
| Three Months Ended | |||
|
|
| September 30, |
| September 30, |
| September 30, | |||
|
|
| 2019 | 2018 |
| 2019 | 2018 |
| 2019 | 2018 |
Consolidated |
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| |
Net operating revenue | $ 31,274 | $ 31,648 |
| $ 30,251 | $ 31,648 |
| $ 31,274 | $ 32,772 | |
Station operating expense | 23,600 | 23,429 |
| 22,650 | 23,429 |
| 23,600 | 24,321 | |
Corporate general and administrative | 2,788 | 2,813 |
| 2,788 | 2,813 |
| 2,788 | 2,813 | |
Other operating expense, net | 85 | 85 |
| 85 | 85 |
| 85 | 85 | |
Operating income | 4,801 | 5,321 |
| $ 4,728 | $ 5,321 |
| 4,801 | 5,553 | |
Interest expense | 180 | 243 |
|
|
|
| 180 | 243 | |
Interest income | (162) | (167) |
|
|
|
| (162) | (167) | |
Other income, net | (11) | (25) |
|
|
|
| (11) | (25) | |
Income before income tax expense | 4,794 | 5,270 |
|
|
|
| 4,794 | 5,502 | |
Income tax expense | 1,460 | 1,575 |
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|
| 1,460 | 1,644 | |
Net income | $ 3,334 | $ 3,695 |
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|
| $ 3,334 | $ 3,858 | |
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|
Basic earnings per share | $ 0.56 | $ 0.62 |
|
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|
| $ 0.56 | $ 0.65 | |
Diluted earnings per share | $ 0.56 | $ 0.62 |
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|
| $ 0.56 | $ 0.65 | |
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| Actual |
| Same Station (1) |
| Pro Forma (2) | |||
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|
| Three Months Ended |
| Three Months Ended |
| Three Months Ended | |||
|
|
| September 30, |
| September 30, |
| September 30, | |||
|
|
| 2019 | 2018 |
| 2019 | 2018 |
| 2019 | 2018 |
Depreciation and amortization |
|
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| |
|
| by segment |
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|
Radio Stations | $ 1,637 | $ 1,603 |
| $ 1,488 | $ 1,603 |
| $ 1,637 | $ 1,732 | |
Corporate | 71 | 71 |
| 71 | 71 |
| 71 | 71 | |
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|
| $ 1,708 | $ 1,674 |
| $ 1,559 | $ 1,674 |
| $ 1,708 | $ 1,803 |
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(1) | Same station includes only the results of stations we owned and operated for the entire comparable period. |
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(2) | Pro Forma results assume all acquisitions in 2019 and 2018 occurred as of January 1, 2018. |
|
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| |||||
Saga Communications, Inc. | |||||||||
Selected Supplemental Financial Data | |||||||||
For the Nine Months Ended | |||||||||
September 30, 2019 and 2018 | |||||||||
(amounts in 000's except per share data) | |||||||||
(Unaudited) | |||||||||
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| Actual |
| Same Station (1) |
| Pro Forma (2) | |||
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| Nine Months Ended |
| Nine Months Ended |
| Nine Months Ended | |||
|
|
| September 30, |
| September 30, |
| September 30, | |||
|
|
| 2019 | 2018 |
| 2019 | 2018 |
| 2019 | 2018 |
Consolidated |
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| |
Net operating revenue | $ 91,281 | $ 91,891 |
| $ 88,146 | $ 91,891 |
| $ 91,281 | $ 95,220 | |
Station operating expense | 69,642 | 69,966 |
| 66,925 | 69,966 |
| 69,642 | 72,617 | |
Corporate general and administrative | 8,179 | 8,205 |
| 8,179 | 8,205 |
| 8,179 | 8,205 | |
Other operating expense, net | 86 | 47 |
| 86 | 47 |
| 86 | 47 | |
Operating income | 13,374 | 13,673 |
| $ 12,956 | $ 13,673 |
| 13,374 | 14,351 | |
Interest expense | 572 | 717 |
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|
| 572 | 717 | |
Interest income | (485) | (444) |
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| (485) | (444) | |
Other income, net | (11) | (25) |
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| (11) | (25) | |
Income before income tax expense | 13,298 | 13,425 |
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| 13,298 | 14,103 | |
Income tax expense | 3,860 | 4,030 |
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| 3,860 | 4,233 | |
Net income | $ 9,438 | $ 9,395 |
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| $ 9,438 | $ 9,870 | |
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Basic earnings per share | $ 1.59 | $ 1.58 |
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| $ 1.59 | $ 1.66 | |
Diluted earnings per share | $ 1.59 | $ 1.58 |
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| $ 1.59 | $ 1.66 | |
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| Actual |
| Same Station (1) |
| Pro Forma (2) | |||
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| Nine Months Ended |
| Nine Months Ended |
| Nine Months Ended | |||
|
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| September 30, |
| September 30, |
| September 30, | |||
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| 2019 | 2018 |
| 2019 | 2018 |
| 2019 | 2018 |
Depreciation and amortization |
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| by segment |
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Radio Stations | $ 4,894 | $ 4,789 |
| $ 4,477 | $ 4,789 |
| $ 4,894 | $ 5,184 | |
Corporate | 214 | 209 |
| 214 | 209 |
| 214 | 209 | |
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|
| $ 5,108 | $ 4,998 |
| $ 4,691 | $ 4,998 |
| $ 5,108 | $ 5,393 |
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(1) | Same station includes only the results of stations we owned and operated for the entire comparable period. |
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(2) | Pro Forma results assume all acquisitions in 2019 and 2018 occurred as of January 1, 2018. |
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Saga Communications, Inc. | ||||||||||
Selected Supplemental Financial Data | ||||||||||
September 30, 2019 | ||||||||||
(amounts in 000's except ratios) | ||||||||||
(Unaudited) | ||||||||||
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| Less: |
| Plus: |
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| Trailing |
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| 12 Mos Ended |
| 9 Mos Ended |
| 9 Mos Ended |
| Add: |
| 12 Mos Ended |
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| December 31, |
| September 30, |
| September 30, |
| Proforma |
| September 30, |
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| 2018 |
| 2018 |
| 2019 |
| Acquisitions (2) |
| 2019 |
Trailing 12 Month Consolidated Earnings Before Interest, |
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Taxes, Depreciation and Amortization ("EBITDA") (1) |
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Net income | $ 13,690 |
| $ 9,395 |
| $ 9,438 |
| $ 93 |
| $ 13,826 | |
Exclusions: |
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| |
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| Gain (loss) on sale of assets | (61) |
| (47) |
| (86) |
| - |
| (100) |
|
| Other gains and (losses) | 23 |
| 25 |
| 11 |
| - |
| 9 |
|
| Interest income | 631 |
| 444 |
| 485 |
| - |
| 672 |
|
| Other | (107) |
| 58 |
| 239 |
| - |
| 74 |
Total exclusions | 486 |
| 480 |
| 649 |
| - |
| 655 | |
Consolidated adjusted net income (1) | 13,204 |
| 8,915 |
| 8,789 |
| 93 |
| 13,171 | |
Plus: Interest expense | 946 |
| 717 |
| 572 |
| - |
| 801 | |
|
| Income tax expense | 5,700 |
| 4,030 |
| 3,860 |
| 41 |
| 5,571 |
|
| Depreciation & amortization expense | 6,786 |
| 4,998 |
| 5,108 |
| 133 |
| 7,029 |
|
| Non-cash stock based compensation expense | 2,201 |
| 1,675 |
| 1,656 |
| - |
| 2,182 |
Trailing twelve month consolidated EBITDA (1) | $ 28,837 |
| $ 20,335 |
| $ 19,985 |
| $ 267 |
| $ 28,754 | |
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Total long-term debt, including current maturities |
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| $ 10,000 | |
Divided by trailing twelve month consolidated EBITDA (1) |
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| $ 28,754 | |
Leverage ratio |
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| 0.35 | |
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(1) | As defined in the Company's credit facility. |
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(2) | Trailing 12 Month Adjustment |
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| Saga Communications, Inc. | ||||||||||||
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| Selected Financial Data Non-GAAP Disclosures | ||||||||||||
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| For the Three and Nine Months Ended | ||||||||||||
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| September 30, 2019 and 2018 | ||||||||||||
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| (amounts in 000's) | ||||||||||||
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| (Unaudited) | ||||||||||||
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Reconciliation of Actual Information to Same Station Operating Income | |||||||||||||
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| Adjustment |
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| Adjustment |
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| Actual |
| For Acquisitions |
| Same Station |
| Actual |
| For Acquisitions |
| Same Station |
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| Three Months |
| and Dispositions |
| Three Months |
| Three Months |
| and Dispositions |
| Three Months |
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| Ended |
| Not Included in |
| Ended |
| Ended |
| Not Included in |
| Ended |
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| September 30, |
| Entire Comparable |
| September 30, |
| September 30, |
| Entire Comparable |
| September 30, |
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| 2019 |
| Period |
| 2019 |
| 2018 |
| Period |
| 2018 |
|
Consolidated |
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| |
Net operating revenue | $ 31,274 |
| $ (1,023) |
| $ 30,251 |
| $ 31,648 |
| $ - |
| $ 31,648 |
| |
Station operating expense | 23,600 |
| (950) |
| 22,650 |
| 23,429 |
| - |
| 23,429 |
| |
Corporate general and administrative | 2,788 |
| - |
| 2,788 |
| 2,813 |
| - |
| 2,813 |
| |
Other operating expense, net | 85 |
| - |
| 85 |
| 85 |
| - |
| 85 |
| |
Operating income | $ 4,801 |
| $ (73) |
| $ 4,728 |
| $ 5,321 |
| $ - |
| $ 5,321 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization | $ 1,708 |
| $ (149) |
| $ 1,559 |
| $ 1,674 |
| $ - |
| $ 1,674 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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, |
|
|
|
| 2019 |
| Period |
| 2019 |
| 2018 |
| Period |
| 2018 |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
| |
Net operating revenue | $ 91,281 |
| $ (3,135) |
| $ 88,146 |
| $ 91,891 |
| $ - |
| $ 91,891 |
| |
Station operating expense | 69,642 |
| (2,717) |
| 66,925 |
| 69,966 |
| - |
| 69,966 |
| |
Corporate general and administrative | 8,179 |
| - |
| 8,179 |
| 8,205 |
| - |
| 8,205 |
| |
Other operating expense, net | 86 |
| - |
| 86 |
| 47 |
| - |
| 47 |
| |
Operating income | $ 13,374 |
| $ (418) |
| $ 12,956 |
| $ 13,673 |
| $ - |
| $ 13,673 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization | $ 5,108 |
| $ (417) |
| $ 4,691 |
| $ 4,998 |
| $ - |
| $ 4,998 |
| |
CONTACT: Samuel D. Bush, 313/886-7070