0001144204-14-027799.txt : 20140506 0001144204-14-027799.hdr.sgml : 20140506 20140506125710 ACCESSION NUMBER: 0001144204-14-027799 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140506 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140506 DATE AS OF CHANGE: 20140506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAGA COMMUNICATIONS INC CENTRAL INDEX KEY: 0000886136 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 383042953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11588 FILM NUMBER: 14816196 BUSINESS ADDRESS: STREET 1: 73 KERCHEVAL AVE CITY: GROSSE POINTE FARMS STATE: MI ZIP: 48236 BUSINESS PHONE: 3138867070 MAIL ADDRESS: STREET 1: 73 KERCHEVAL AVE CITY: GROSSE POINTE FARMS STATE: MI ZIP: 48236 8-K 1 v377409_8k.htm FORM 8-K

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, 2014

 

 

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 May 6, 2014, Saga Communications, Inc. issued a press release announcing its financial results for the three months ended March 31,2014. The press release, dated May 6, 2014, 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, 2014.

 

 

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: May 6, 2014 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 May 6, 2014.

 

 

 

 

EX-99.1 2 v377409_ex99-1.htm EXHIBIT 99.1

Saga Communications, Inc. Reports 1st Quarter Results



Net Revenue Increased 1.6% for the Quarter

GROSSE POINTE FARMS, Mich., May 6, 2014 /PRNewswire/ -- Saga Communications, Inc. (NYSE-MKT: SGA) today reported net operating revenue for the quarter ended March 31, 2014 of $29.4 million compared to $29.0 million for the same period last year. Operating income from continuing operations was $4.3 million. Net income for the period was $2.4 million ($0.42 per fully diluted share) and free cash flow was $3.4 million. Station operating expense increased $0.9 million (3.9%) to $23.0 million (station operating expense includes depreciation and amortization attributable to the stations). Over half the increase in station operating expense was due to a $0.5 million increase in health insurance costs.

Capital expenditures in the 1st quarter of 2014 were $1.5 million compared to $1.2 million for the same period last year. The Company currently expects to spend approximately $5.5 million for capital expenditures during 2014.

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 62 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.sagacom.com.

Saga's 1st Quarter and Year End 2014 conference call will be on Tuesday, May 6, 2014 at 2:00 p.m. EDT. The dial-in number for all calls is (612) 234-9959. 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 May 6, 2014 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 Months Ended

March 31, 2014 and 2013

(amounts in 000's except per share data)

(Unaudited)









 Three Months Ended  




 March 31, 




2014

2013

Operating Results




Net operating revenue


$29,423

$28,957

Station operating expense


22,947

22,088

Corporate general and administrative


2,153

1,948

Operating income from continuing operations


4,323

4,921

Interest expense


272

358

Other (income) expense, net


(15)

25

Income from continuing operations before income tax


4,066

4,538

Income tax expense


1,627

1,812

Income from continuing operations, net of income taxes


2,439

2,726

Income from discontinued operations, net of income taxes


-

223

Net income


$2,439

$2,949

Basic earnings per share:





From continuing operations


$0.43

$0.48


From discontinued operations


-

0.04


Earnings per share


$0.43

$0.52

Diluted earnings per share:





From continuing operations


$0.42

$0.47


From discontinued operations


-

0.04


Earnings per share


$0.42

$0.51

Weighted average common shares


5,690

5,673

Weighted average common and common 





equivalent shares


5,757

5,738






Free Cash Flow




Net income 


$2,439

$2,949

Plus: Depreciation and amortization:





        Station


1,575

1,584


        Corporate


70

57

         Deferred tax provision


610

615

         Non-cash compensation


188

16

         Gain on disposal of television station


-

(223)

         Other (income) expense, net


(15)

25

Less: Capital expenditures


(1,459)

(1,177)

Free cash flow


$3,408

$3,846






Balance Sheet Data





Working capital


$32,398

$33,873


Net fixed assets


$56,594

$57,981


Net intangible assets and other assets


$94,960

$95,715


Total assets


$197,156

$200,570


Long-term debt


$46,078

$58,828


Stockholders' equity


$112,815

$107,409

Saga Communications, Inc.

Selected Supplemental Financial Data

March 31, 2014

(amounts in 000's except ratios)

(Unaudited)
















Corporate





Radio


Television


and Other


Consolidated

Three Months Ended March 31, 2014:








Net operating revenue

$24,925


$4,498


$       -


$29,423

Station operating expense

19,739


3,208


-


22,947

Corporate G&A

-


-


2,153


2,153

Operating income (loss) from continuing operations

$5,186


$1,290


$(2,153)


$4,323

Depreciation and amortization

$1,230


$345


$70


$1,645
















Corporate





Radio


Television


and Other


Consolidated

Three Months Ended March 31, 2013








Net operating revenue

$24,462


$4,495


$       -


$28,957

Station operating expense

19,007


3,081


-


22,088

Corporate G&A

-


-


1,948


1,948

Operating income (loss) from continuing operations

$5,455


$1,414


$(1,948)


$4,921

Depreciation and amortization

$1,242


$342


$57


$1,641
































Less:


Plus:


Trailing



12 Mos Ended


3 Mos Ended


3 Mos Ended


12 Mos Ended



December 31,


March 31,


March 31,


March 31,



2013


2013


2014


2014

Trailing 12 Month Consolidated Earnings Before Interest








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








Net income

$15,273


$2,949


$2,439


$14,763

Exclusions:









(Loss) gain on sale of assets

126


(25)


15


166


Gain on sale of television station

223


223


-


0


Impairment of intangible assets

(2,033)


-


-


(2,033)


Other

(39)


(12)


34


7









0

Total exclusions

(1,723)


186


49


(1,860)










Consolidated adjusted net income (1)

16,996


2,763


2,390


16,623

Plus:  Interest expense

1,305


358


272


1,219


Income tax expense

9,992


1,812


1,627


9,807


Depreciation & amortization expense

6,768


1,641


1,645


6,772


Amortization of television syndicated programming contracts

637


161


155


631


Non-cash stock based compensation expense

135


16


188


307

Less: Cash television programming payments

(628)


(160)


(155)


(623)

Trailing twelve month consolidated EBITDA (1)

$35,205


$6,591


$6,122


$34,736










Total long-term debt, including current maturities







$46,078

Divided by trailing twelve month consolidated EBITDA (1)







34,736

Leverage ratio







1.3



















(1)

As defined in the Company's credit facility.










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