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 6, 2013
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On August 6, 2013, Saga Communications, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2013. The press release, dated August 6, 2013, 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 August 6, 2013. |
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: August 6, 2013 | 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 August 6, 2013. |
Saga Communications, Inc. Reports 2nd Quarter Results
GROSSE POINTE FARMS, Mich., Aug. 6, 2013 /PRNewswire/ -- Saga Communications, Inc. (NYSE MKT: SGA) today reported that net operating revenue increased 2.6% for the period ending June 30, 2013. Station operating expense was $23.5 million this quarter compared to $22.0 million for the same period last year. $851 thousand of the increase was the result of the credits received for music licensing fees during the 2nd quarter of 2012 that are not recurring in 2013. Station operating expense increased 7.0% compared to the same period last year, but only 3.0% when adjusted for such credits. Operating income decreased 8.0% to $8.4 million compared to $9.1 million for the same period last year. Adjusted for the music licensing fee credits, operating income would have increased 1.5%. Net income for the quarter decreased 6.4% to $4.8 million ($0.84 per fully diluted share) compared to net income of $5.1 million ($0.91 per fully diluted share) for the same period last year.
Net operating revenue increased 0.8% for the six month period ending June 30, 2013. Station operating expense increased 2.9% to $45.6 million. Adjusted for the $851 thousand music licensing credits received in the 2nd quarter of 2012, station operating expense would have increased 0.9%. Operating income decreased 5.8% to $13.3 million compared to $14.1 million for the same period last year. Adjusted for the music licensing fee credits, operating income would have increased 0.2%. Net income for the six month period decreased 1.1% to $7.8 million ($1.35 per fully diluted share compared to $1.38 per fully diluted share for the same period last year).
Capital expenditures in the 2nd quarter of 2013 and 2012 were $1.3 million. The Company currently expects to spend approximately $5.5 million for capital expenditures during 2013.
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 free cash flow, 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 of the non-GAAP financial measures to the most directly comparable GAAP measure are attached in the Selected Consolidated and Supplemental Financial Data tables.
Saga is a broadcasting company whose business is devoted to acquiring, developing and operating broadcast properties. Saga owns or operates broadcast properties in 25 markets, including 61 FM and 30 AM radio stations, 3 state radio networks, 2 farm radio networks, 4 television stations and 4 low-power television stations. For additional information, contact us at (313) 886-7070 or visit our website at www.sagacommunications.com.
Saga's 2nd Quarter 2013 conference call will be on Tuesday, August 6, 2013 at 2:00 p.m. EDT. The dial-in number for all calls is (612) 234-9960. A transcript of the call will be posted to the Company's website.
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 1:00 p.m. EDT on August 6, 2013 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.
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 Communications, Inc. | ||||||
Selected Consolidated Financial Data | ||||||
For The Three and Six Months Ended | ||||||
June 30, 2013 and 2012 | ||||||
(amounts in 000's except per share data) | ||||||
(Unaudited) | ||||||
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| Three Months Ended | Six Months Ended | ||
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| June 30, | June 30, | ||
|
|
| 2013 | 2012 | 2013 | 2012 |
Operating Results |
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|
|
|
| |
Net operating revenue |
| $33,832 | $32,986 | $62,789 | $62,309 | |
Station operating expense |
| 23,493 | 21,959 | 45,581 | 44,319 | |
Corporate general and administrative |
| 1,982 | 1,940 | 3,930 | 3,889 | |
Operating income from continuing operations |
| 8,357 | 9,087 | 13,278 | 14,101 | |
Interest expense |
| 357 | 458 | 715 | 986 | |
Other expense (income), net |
| 66 | (8) | 91 | (10) | |
Income from continuing operations before income tax |
| 7,934 | 8,637 | 12,472 | 13,125 | |
Income tax expense |
| 3,130 | 3,438 | 4,942 | 5,223 | |
Income from continuing operations, net of income taxes |
| 4,804 | 5,199 | 7,530 | 7,902 | |
Income (loss) from discontinued operations, net of income taxes | - | (67) | 223 | (65) | ||
Net income |
| $4,804 | $5,132 | $7,753 | $7,837 | |
Basic earnings (loss) per share: |
|
|
|
|
| |
| From continuing operations |
| $0.85 | $0.92 | $1.33 | $1.40 |
| From discontinued operations |
| - | (0.01) | 0.04 | (0.01) |
| Earnings per share |
| $0.85 | $0.91 | $1.37 | $1.39 |
Diluted earnings (loss) per share: |
|
|
|
|
| |
| From continuing operations |
| $0.84 | $0.92 | $1.31 | $1.39 |
| From discontinued operations |
| - | (0.01) | 0.04 | (0.01) |
| Earnings per share |
| $0.84 | $0.91 | $1.35 | $1.38 |
Weighted average common shares |
| 5,683 | 5,661 | 5,677 | 5,658 | |
Weighted average common and common |
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| |
| equivalent shares |
| 5,745 | 5,663 | 5,740 | 5,667 |
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|
Free Cash Flow |
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| |
Net income |
| $4,804 | $5,132 | $7,753 | $7,837 | |
Plus: Depreciation and amortization: |
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| |
| Station |
| 1,599 | 1,620 | 3,183 | 3,256 |
| Corporate |
| 56 | 56 | 113 | 113 |
| Discontinued operations |
| - | 97 | - | 194 |
Deferred tax provision |
| 985 | 1,163 | 1,600 | 1,773 | |
Non-cash compensation |
| - | 25 | 16 | 82 | |
Gain on disposal of television station |
| - | - | (223) | - | |
Other expense (income), net |
| 66 | (8) | 91 | (10) | |
Less: Capital expenditures |
| (1,288) | (1,313) | (2,465) | (2,502) | |
Free cash flow |
| $6,222 | $6,772 | $10,068 | $10,743 | |
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Balance Sheet Data |
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| |
| Working capital |
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|
| $30,985 | $19,731 |
| Net fixed assets |
|
|
| $57,656 | $59,734 |
| Net intangible assets and other assets |
|
|
| $95,932 | $98,443 |
| Total assets |
|
|
| $197,983 | $191,844 |
| Long-term debt (including current |
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| portion of $1,078 and $0, respectively) |
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|
| $51,078 | $58,828 |
| Stockholders' equity |
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|
| $112,272 | $100,815 |
Saga Communications, Inc. | ||||||||
Selected Supplemental Financial Data | ||||||||
For the Three and Six Months Ended | ||||||||
June 30, 2013 and 2012 | ||||||||
(amounts in 000's) | ||||||||
(Unaudited) | ||||||||
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| Corporate |
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| Radio |
| Television |
| and Other |
| Consolidated |
Three Months Ended June 30, 2013: |
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| |
Net operating revenue | $28,674 |
| $5,158 |
| $ - |
| $33,832 | |
Station operating expense | 20,215 |
| 3,278 |
| - |
| 23,493 | |
Corporate G&A | - |
| - |
| 1,982 |
| 1,982 | |
Operating income (loss) from continuing operations | $8,459 |
| $1,880 |
| $(1,982) |
| $8,357 | |
Depreciation and amortization | $1,249 |
| $350 |
| $56 |
| $1,655 | |
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| Corporate |
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| Radio |
| Television |
| and Other |
| Consolidated |
Three Months Ended June 30, 2012: |
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| |
Net operating revenue | $28,482 |
| $4,504 |
| $ - |
| $32,986 | |
Station operating expense | 18,921 |
| 3,038 |
| - |
| 21,959 | |
Corporate G&A | - |
| - |
| 1,940 |
| 1,940 | |
Operating income (loss) from continuing operations | $9,561 |
| $1,466 |
| $(1,940) |
| $9,087 | |
Depreciation and amortization | $1,274 |
| $346 |
| $56 |
| $1,676 | |
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| Corporate |
|
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|
| Radio |
| Television |
| and Other |
| Consolidated |
Six Months Ended June 30, 2013: |
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| |
Net operating revenue | $53,136 |
| $9,653 |
| $ - |
| $62,789 | |
Station operating expense | 39,222 |
| 6,359 |
| - |
| 45,581 | |
Corporate G&A | - |
| - |
| 3,930 |
| 3,930 | |
Operating income (loss) from continuing operations | $13,914 |
| $3,294 |
| $(3,930) |
| $13,278 | |
Depreciation and amortization | $2,491 |
| $692 |
| $113 |
| $3,296 | |
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| Corporate |
|
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|
| Radio |
| Television |
| and Other |
| Consolidated |
Six Months Ended June 30, 2012: |
|
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|
|
| |
Net operating revenue | $53,682 |
| $8,627 |
| $ - |
| $62,309 | |
Station operating expense | 38,276 |
| 6,043 |
| - |
| 44,319 | |
Corporate G&A | - |
| - |
| 3,889 |
| 3,889 | |
Operating income (loss) from continuing operations | $15,406 |
| $2,584 |
| $(3,889) |
| $14,101 | |
Depreciation and amortization | $2,571 |
| $685 |
| $113 |
| $3,369 | |
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|
Saga Communications, Inc. | ||||||||
Selected Supplemental Financial Data | ||||||||
June 30, 2013 | ||||||||
(amounts in 000's except ratios) | ||||||||
(Unaudited) | ||||||||
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| Less: |
| Plus: |
| Trailing |
|
| 12 Mos Ended |
| 6 Mos Ended |
| 6 Mos Ended |
| 12 Mos Ended |
|
| December 31, |
| June 30, |
| June 30, |
| June 30, |
|
| 2012 |
| 2012 |
| 2013 |
| 2013 |
Trailing 12 Month Consolidated Earnings Before Interest |
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| |
Taxes, Depreciation and Amortization ("EBITDA") (1) |
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| |
Net income | $17,925 |
| $7,837 |
| $7,753 |
| $17,841 | |
Exclusions: |
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| |
| (Loss) gain on sale of assets | (213) |
| 15 |
| (15) |
| (243) |
| Gain on sale of television station | - |
| - |
| 223 |
| 223 |
| Other | 302 |
| 188 |
| (37) |
| 77 |
Total exclusions | 89 |
| 203 |
| 171 |
| 57 | |
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Consolidated adjusted net income (1) | 17,836 |
| 7,634 |
| 7,582 |
| 17,784 | |
Plus: | Interest expense | 1,733 |
| 986 |
| 715 |
| 1,462 |
| Income tax expense | 11,850 |
| 5,180 |
| 4,942 |
| 11,612 |
| Depreciation & amortization expense | 7,051 |
| 3,563 |
| 3,296 |
| 6,784 |
| Amortization of television syndicated programming contracts | 700 |
| 344 |
| 320 |
| 676 |
| Non-cash stock based compensation expense | 132 |
| 82 |
| 16 |
| 66 |
Less: Cash television programming payments | (712) |
| (353) |
| (317) |
| (676) | |
Trailing twelve month consolidated EBITDA (1) | $38,590 |
| $17,436 |
| $16,554 |
| $37,708 | |
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Total long-term debt, including current maturities |
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| $51,078 | |
Divided by trailing twelve month consolidated EBITDA (1) |
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|
| 37,708 | |
Leverage ratio |
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| 1.35 | |
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(1) | As defined in the Company's credit facility. |
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Saga Communications, Inc. | ||||||||
Selected Supplemental Financial Data | ||||||||
For the Three and Six Months Ended | ||||||||
June 30, 2013 and 2012 | ||||||||
(amounts in 000's) | ||||||||
(Unaudited) | ||||||||
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Reconciliation of Station Operating Expense and Operating Income |
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| $ Increase |
| % Increase |
|
| 2013 |
| 2012 |
| (Decrease) |
| (Decrease) |
Three Months Ended June 30, 2013: |
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| |
Station operating expense | $23,493 |
| $21,959 |
| $1,534 |
| 7.0% | |
| Add: Music licensing fee credits received in the quarter | - |
| 851 |
| (851) |
| -100.0% |
| Station operating expense before licensing credits | $23,493 |
| $22,810 |
| $683 |
| 3.0% |
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|
Operating income | $8,357 |
| $9,087 |
| $(730) |
| -8.0% | |
| Less: Music licensing fee credits received in the quarter | - |
| (851) |
| 851 |
| -100.0% |
| Operating income before licensing credits | $8,357 |
| $8,236 |
| $121 |
| 1.5% |
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| $ Increase |
| % Increase |
|
| 2013 |
| 2012 |
| (Decrease) |
| (Decrease) |
Six Months Ended June 30, 2013: |
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|
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| |
Station operating expense | $45,581 |
| $44,319 |
| $1,262 |
| 2.8% | |
| Add: Music licensing fee credits received for the six months | - |
| 851 |
| (851) |
| -100.0% |
| Station operating expense before licensing credits | $45,581 |
| $45,170 |
| $411 |
| 0.9% |
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Operating income | $13,278 |
| $14,101 |
| $(823) |
| -5.8% | |
| Less: Music licensing fee credits received for the six months | - |
| (851) |
| 851 |
| -100.0% |
| Operating income before licensing credits | $13,278 |
| $13,250 |
| $28 |
| 0.2% |
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CONTACT: Samuel D. Bush, 313/886-7070