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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2021

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02.Results of Operations and Financial Condition.

On May 6, 2021, Saga Communications, Inc. issued a press release announcing its financial results for the three months ended March 31, 2021. The press release, dated May 6, 2021, 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 May 6, 2021.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

INDEX OF EXHIBITS

Exhibit No.

Description

99.1

Press Release dated May 6, 2021.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ugust

 

SAGA COMMUNICATIONS, INC.

 

 

 

 

 

 

 

 

 

Dated: May 6, 2021

By:

/s/ Samuel D. Bush

 

 

 

Samuel D. Bush

 

 

 

Senior Vice President and Chief

 

 

 

Financial Officer

 

Exhibit 99.1

Graphic

Saga Communications, Inc.

Reports 1st Quarter 2021 Results

Contact:

Samuel D. Bush

313/886-7070

Grosse Pointe Farms, MI – May 6, 2021 – Saga Communications, Inc. (Nasdaq - SGA) reported today that first quarter 2021 revenue and the related net income continue to be impacted by the ongoing uncertainties in the marketplace. Net revenue was $22.3 million for the quarter ended March 31, 2021 compared to $26.1 million for the same period last year. Station operating expense decreased $3.3 million to $18.9 million for the quarter compared to the same period last year. Station operating income was $4.7 million for the quarter compared to $5.5 million for the first quarter last year. Free cash flow increased 21.4% to $1.8 million for the quarter. Operating income was $883 thousand for the quarter compared to $2.2 million for the same period last year. Operating income in the first quarter of 2020 included $1.3 million in other operating income which was primarily due to the sale of land and a building that were no longer necessary for our operations. Without this sale, operating income would have been $837 thousand in the first quarter of 2020 compared to the $883 thousand reported for the quarter ending March 31, 2021. Net income was $758 thousand for the quarter. Diluted earnings per share were $0.13 in the first quarter of 2021.

The Company’s balance sheet reflects $56.3 million in cash on hand as of March 31, 2021 and $57.4 million as of May 3, 2021. The Company’s total bank debt remained at $10 million as of the end of the first quarter 2021.

Capital expenditures in the first quarter were $534 thousand compared to $1.0 million for the same period last year. The Company expects to spend approximately $4.5 – 5.5 million for capital expenditures during 2021.

Saga’s 2021 1st Quarter conference call will be on Thursday May 6, 2021 at 11:00 a.m. EDT. The dial-in number for the call is 973/528-0008. Enter conference code 969222. 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 May 6, 2021 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 the Company’s trailing twelve-month consolidated EBITDA and a reconciliation of operating income to station operating income.

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, 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 Consolidated Financial Data and Selected 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, changes in the radio broadcast industry in general, and the effects of the ongoing COVID-19 pandemic, 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, 35 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 Months Ended

March 31, 2021 and 2020

(amounts in 000’s except per share data)

(Unaudited)

Three Months Ended

 

March 31, 

 

    

2021

    

2020

    

Operating Results

Net operating revenue

$

22,301

    

$

26,051

  

Station operating expenses

 

18,923

 

22,199

  

Corporate general and administrative

 

2,438

 

3,015

  

Other operating expense (income), net

57

(1,330)

Operating income

 

883

 

2,167

  

Interest expense

 

73

 

108

  

Interest income

 

(6)

 

(108)

  

Other income, net

(272)

 

(213)

Income before income tax expense

 

1,088

 

2,380

  

Income tax expense

 

330

 

700

  

Net income

$

758

$

1,680

  

  

Earnings per share:

  

Basic

$

0.13

$

0.28

  

Diluted

$

0.13

$

0.28

  

  

Weighted average common shares

 

5,913

 

5,866

  

Weighted average common and common equivalent shares

 

5,913

 

5,866

  

Free Cash Flow

Net income

$

758

$

1,680

Plus: Depreciation and amortization:

Radio Stations

 

1,349

 

1,608

Corporate

 

69

 

75

Deferred tax provision

 

30

 

115

Non-cash compensation

 

343

 

569

Other operating expense (income), net

 

57

 

(1,330)

Other income, net

 

(272)

 

(213)

Less: Capital expenditures

 

(534)

 

(1,021)

Free cash flow

$

1,800

$

1,483

 

March 31, 

    

 

2021

    

2020

Balance Sheet Data

 

  

  

Working capital

$

59,029

$

50,762

Net fixed assets

$

54,022

$

57,976

Net intangible assets and other assets

$

120,500

$

126,703

Total assets

$

247,407

$

251,520

Long-term debt

$

10,000

$

10,000

Stockholders' equity

$

191,864

$

192,913


Saga Communications, Inc.

Selected Supplemental Financial Data

March 31, 2021

(amounts in 000's except ratios)

(Unaudited)

    

    

Less:

    

Plus:

    

Trailing

 

12 Months Ended

Three Months Ended

Three Months Ended

12 Months Ended

 

December 31, 

March 31, 

March 31, 

March 31, 

 

2020

2020

2021

2021

 

Trailing 12 Month Consolidated Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") (1) and Leverage Ratio

 

  

 

  

 

  

 

  

Net income (loss)

$

(1,913)

$

1,680

$

758

$

(2,835)

Exclusions:

 

  

 

  

 

  

 

  

Gain (loss) on sale of assets

 

1,247

 

1,330

 

(57)

 

(140)

Gain on insurance proceeds

 

233

 

213

 

272

 

292

Interest income

 

148

 

108

 

6

 

46

Impairment of intangible assets

(5,149)

(5,149)

Other

 

133

 

24

 

52

 

161

Total exclusions

 

(3,388)

 

1,675

 

273

 

(4,790)

Consolidated adjusted net income (1)

 

1,475

 

5

 

485

 

1,955

Plus:

Interest expense

 

340

 

108

 

73

 

305

Income tax expense

 

705

 

700

 

330

 

335

Depreciation & amortization expense

 

6,524

 

1,683

 

1,418

 

6,259

Non-cash stock based compensation expense

 

2,221

 

569

 

343

 

1,995

Trailing twelve month consolidated EBITDA (1)

$

11,265

$

3,065

$

2,649

$

10,849

Total long-term debt, including current maturities

 

  

 

  

$

10,000

Divided by trailing twelve month consolidated EBITDA (1)

 

  

 

  

 

10,849

Leverage ratio

 

  

 

  

 

0.92


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


Saga Communications, Inc.

Selected Supplemental Financial Data

For the Three Months Ended

March 31, 2021 and 2020

(amounts in 000’s except per share data)

(Unaudited)

Three Months Ended

 

March 31, 

 

    

2021

    

2020

    

Operating income to station operating income reconciliation:

Operating income

$

883

    

$

2,167

  

Plus:

 

 

  

Corporate general and administrative

 

2,438

 

3,015

  

Other operating expense (income), net

57

(1,330)

Station depreciation and amortization

1,349

1,608

Station operating income

$

4,727

$

5,460