0001144204-15-027461.txt : 20150505 0001144204-15-027461.hdr.sgml : 20150505 20150505090112 ACCESSION NUMBER: 0001144204-15-027461 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150505 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150505 DATE AS OF CHANGE: 20150505 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: 15830639 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 v409349_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 5, 2015

 

 

SAGA COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   1-11588   38-3042953
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer 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))

 

 
 

 

Item 2.02. Results of Operations and Financial Condition.

  

On May 5, 2015, Saga Communications, Inc. issued a press release announcing its financial results for the three months ended March 31, 2015. The press release, dated May 5, 2015, 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 5, 2015.

 

 

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 5, 2015 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 5, 2015.

  

 

 

 

EX-99.1 2 v409349_ex99-1.htm EXHIBIT 99.1

Saga Communications, Inc. Reports 1st Quarter 2015 Results



Free Cash Flow Increased 5.2%

GROSSE POINTE FARMS, Mich., May 5, 2015 /PRNewswire/ -- Saga Communications, Inc. (NYSE MKT: SGA) today reported free cash flow increased 5.2% to $3.6 million for the quarter ended March 31, 2015 compared to $3.4 million for the same period last year. Net Revenue decreased 1.2% to $29.1 million compared to $29.4 million for the same period last year. Station operating expense decreased 0.8% to $22.8 million (station operating expense includes depreciation and amortization attributable to the stations) compared to $23.0 million for the same period last year. Operating income was $3.8 million. Net income for the period was $2.1 million ($0.36 per fully diluted share).

Capital expenditures were $1.0 million in the 1st quarter compared to $1.5 million for the same period last year. The Company currently expects to spend approximately $4.5 million to $5.0 million for capital expenditures during 2015.

Saga's 2015 1st Quarter conference call will be on Tuesday, May 5, 2015 at 11:00 a.m. EDT. The dial-in number for the call is (612) 332-0342. 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 10:00 a.m. EDT on May 5, 2015 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" and "same station" information by segment 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.

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 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 25 markets, including 62 FM and 30 AM radio stations, 1 state radio network, 4 television stations and 5 low-power television stations. 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, 2015 and 2014


(amounts in 000's except per share data)


(Unaudited)











 Three Months Ended  





 March 31, 





2015

2014


Operating Results





Net operating revenue


$         29,061

$        29,423


Station operating expense


22,765

22,947


Corporate general and administrative


2,482

2,153


Operating income


3,814

4,323


Interest expense


241

272


Other (income) expense, net


(8)

(15)


Income tax expense


1,450

1,627


Net income


$           2,131

$          2,439


Earnings per share






Basic


$             0.37

$           0.43



Diluted


$             0.36

$           0.42


Weighted average common shares


5,710

5,690


Weighted average common and common 






equivalent shares


5,762

5,757








Free Cash Flow





Net income 


$           2,131

$          2,439


Plus:  Depreciation and amortization:






        Station


1,521

1,575



        Corporate


68

70


          Deferred tax provision


360

610


          Non-cash compensation


462

188


          Other (income), net


(8)

(15)


Less: Capital expenditures


(950)

(1,459)


Free cash flow


$           3,584

$          3,408











 March 31, 





2015

2014


Balance Sheet Data






Working capital


$         33,262

$        32,398



Net fixed assets


$         54,557

$        56,594



Net intangible assets and other assets


$         93,477

$        94,960



Total assets


$       195,548

$      197,156



Long-term debt


$         36,078

$        46,078



Stockholders' equity


$       116,897

$      112,815








Saga Communications, Inc.

Selected Supplemental Financial Data

For the Three Months Ended

March 31, 2015 and 2014

(amounts in 000's except per share data)

(Unaudited)










Actual


Same Station



Three Months Ended


Three Months Ended



March 31,


March 31,



2015

2014


2015

2014

Consolidated






Net operating revenue

$      29,061

$      29,423


$      29,061

$      28,868

Station operating expense

22,765

22,947


22,765

22,321

Corporate general and administrative

2,482

2,153


2,482

2,153

Operating income

$        3,814

$        4,323


$        3,814

$       4,394

Interest expense

241

272




Other (income) expense, net

(8)

(15)




Income tax expense

1,450

1,627




Net income

$        2,131

$        2,439




Earnings per share:






  Basic

$          0.37

$          0.43




  Diluted

$          0.36

$          0.42













Actual


Same Station



Three Months Ended


Three Months Ended



March 31,


March 31,



2015

2014


2015

2014

Radio Segment






Net operating revenue

$      24,276

$      24,925


$      24,276

$      24,370

Station operating expense

19,422

19,739


19,422

19,113

Operating income

$        4,854

$        5,186


$        4,854

$        5,257

















Actual


Same Station



Three Months Ended


Three Months Ended



March 31,


March 31,



2015

2014


2015

2014

Television Segment






Net operating revenue

$        4,785

$        4,498


$        4,785

$        4,498

Station operating expense

3,343

3,208


3,343

3,208

Operating income 

$        1,442

$        1,290


$        1,442

$        1,290

















Actual


Same Station



Three Months Ended


Three Months Ended



March 31,


March 31,



2015

2014


2015

2014

Depreciation and amortization

     by segment






Radio Segment

$        1,174

$        1,230


$        1,174

$        1,198

Television Segment

347

345


347

345

Corporate and Other

68

70


68

70



$        1,589

$        1,645


$        1,589

$        1,613








Saga Communications, Inc.

Selected Supplemental Financial Data

March 31, 2015

(amounts in 000's except ratios)

(Unaudited)
































Less:


Plus:


Trailing



12 Mos Ended


3 Mos Ended


3 Mos Ended


12 Mos Ended



December 31,


March 31,


March 31,


March 31,



2014


2014


2015


2015

Trailing 12 Month Consolidated Earnings Before Interest








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








Net income

$                  14,904


$                  2,439


$                  2,131


$                  14,596

Exclusions:









Gain on sale of assets

1,281


15


8


1,274


Impairment of intangible assets

(1,936)


-


-


(1,936)


Other

213


34


21


200









0

Total exclusions

(442)


49


29


(462)










Consolidated adjusted net income (1)

15,346


2,390


2,102


15,058

Plus:  Interest expense

1,064


272


241


1,033


Income tax expense

10,050


1,627


1,450


9,873


Depreciation & amortization expense

6,702


1,645


1,589


6,646


Amortization of television syndicated programming contracts

637


155


162


644


Non-cash stock based compensation expense

826


188


462


1,100

Less: Cash television programming payments

(627)


(155)


(159)


(631)










Trailing twelve month consolidated EBITDA (1)

$                  33,998


$                  6,122


$                  5,847


$                  33,723










Total long-term debt, including current maturities







$                  36,078

Divided by trailing twelve month consolidated EBITDA (1)







33,723

Leverage ratio







1.1




























(1)

As defined in the Company's credit facility.


















Saga Communications, Inc.


Selected Financial Data Non-GAAP Disclosures


For the Three Months Ended


March 31, 2015 and 2014


(amounts in 000's)


(Unaudited)



























Reconciliation of Actual (historical) information to Same Station Operating Income 





























Actual


Adjustment


Same Station


Actual


Adjustment


Same Station



Three Months


For Dispositions


Three Months


Three Months


For Dispositions


Three Months



Ended


Not Included in 


Ended


Ended


Not Included in 


Ended



March 31,


Entire Comparable


March 31,


March 31,


Entire Comparable


March 31,



2015


Period


2015


2014


Period


2014

Consolidated












Net operating revenue

$           29,061


$                     -


$            29,061


$            29,423


$                 (555)


$            28,868

Station operating expense

22,765


-


22,765


22,947


(626)


22,321

Corporate general and administrative

2,482


-


2,482


2,153


-


2,153

Operating income

$             3,814


$                     -


$              3,814


$              4,323


$                    71


$              4,394










































Actual


Adjustment


Same Station


Actual


Adjustment


Same Station



Three Months


For Dispositions


Three Months


Three Months


For Dispositions


Three Months



Ended


Not Included in 


Ended


Ended


Not Included in 


Ended



March 31,


Entire Comparable


March 31,


March 31,


Entire Comparable


March 31,



2015


Period


2015


2014


Period


2014

Radio Segment












Net operating revenue

$           24,276


$                     -


$            24,276


$            24,925


$                 (555)


$            24,370

Station operating expense

19,422


-


19,422


19,739


(626)


19,113

Operating income

$             4,854


$                     -


$              4,854


$              5,186


$                    71


$              5,257










































Actual


Adjustment


Same Station


Actual


Adjustment


Same Station



Three Months


For Dispositions


Three Months


Three Months


For Dispositions


Three Months



Ended


Not Included in 


Ended


Ended


Not Included in 


Ended



March 31,


Entire Comparable


March 31,


March 31,


Entire Comparable


March 31,



2015


Period


2015


2014


Period


2014

Television Segment












Net operating revenue

$             4,785


$                     -


$              4,785


$              4,498


$                     -


$              4,498

Station operating expense

3,343


-


3,343


3,208


-


3,208

Operating income 

$             1,442


$                     -


$              1,442


$              1,290


$                     -


$              1,290
















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