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): March 13, 2012
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 March 13, 2012, Saga Communications, Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2011. The press release, dated March 13, 2012, 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 March 13, 2012. |
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: March 13, 2012 | 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 March 13, 2012. | |
Exhibit 99.1
Saga Communications, Inc.
Reports 4th Quarter and Year End 2011 Results
Free Cash Flow Increased 8.2%
Contact:
Samuel D. Bush
313/886-7070
Grosse Pointe Farms, MI – March 13, 2012 – Saga Communications, Inc. (NYSE Amex-SGA) today reported free cash flow increased 8.2% to $22.9 million for the year. Net operating revenue for the year ended December 31, 2011 of $127.3 million was approximately flat with the comparable period in 2010. Station operating expense increased less than 1.0% to $93.4 million (station operating expense includes depreciation and amortization attributable to the stations). Net income for the period was $12.6 million ($2.98 per fully diluted share) compared to net income of $15.1 million ($3.58 per fully diluted share) for the same period last year. Net income in 2010 was impacted by a $3.6 million gain due to a one-time payment for a frequency coordination of one of our FM stations.
For the quarter ended December 31, 2011 free cash flow increased 3.6% to $7.4 million. Net operating revenue decreased 3.6% from the comparable period in 2010 to $32.9 million. Station operating expense of $23.5 million for the quarter was approximately equal with the comparable period in 2010 (station operating expense includes depreciation and amortization attributable to the stations). Net income for the period was $4.1 million ($0.97 per fully diluted share) compared to $4.6 million ($1.08 per fully diluted share) for the same period last year.
The Company continues to maintain a solid balance sheet with $7.0 million in cash as of December 31, 2011. As of December 31, 2011, the Company’s outstanding bank debt was $69.1 million which is significantly below the $96.1 million which was outstanding on December 31, 2010. This is a trailing 12 month leverage ratio calculated as a multiple of EBITDA of 2.0 times.
Capital expenditures in the 4th quarter of 2011 were $1.4 million compared to $1.1 million for the same period last year. For the 2011 fiscal year total capital expenditures were $5.6 million compared to $4.3 million for the comparable period last year. The Company currently expects to spend approximately $5.0 million for capital expenditures during 2012.
Saga Communications 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 Supplemental Financial Data table.
Saga Communications, Inc. is a broadcasting company whose business is devoted to acquiring, developing and operating broadcast properties. The Company owns or operates broadcast properties in 26 markets, including 61 FM and 30 AM radio stations, 3 state radio networks, 2 farm radio networks, 5 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 4th Quarter and Year End 2011 conference call will be on Tuesday, March 13, 2012 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 web site.
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 March 13, 2012 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 Communications, Inc. 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 Twelve Months Ended
December 31, 2011 and 2010
(amounts in 000’s except per share data)
(Unaudited)
| Three Months Ended December 31, |
Twelve Months Ended December 31, |
|||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||
| Operating Results |
||||||||||||||||
| Net operating revenue |
$ | 32,910 | $ | 34,133 | $ | 127,295 | $ | 127,817 | ||||||||
| Station operating expense |
23,450 | 23,408 | 93,362 | 92,754 | ||||||||||||
| Corporate general and administrative |
1,736 | 1,754 | 7,590 | 7,274 | ||||||||||||
|
|
|
|||||||||||||||
| Operating income |
7,724 | 8,971 | 26,343 | 27,789 | ||||||||||||
| Interest expense |
583 | 1,260 | 3,420 | 5,622 | ||||||||||||
| Write-off revolving credit facility debt issuance costs |
— | — | 1,326 | — | ||||||||||||
| Other (income) expense, net |
536 | 29 | 536 | (3,369 | ) | |||||||||||
|
|
|
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| Income before income tax |
6,605 | 7,682 | 21,061 | 25,536 | ||||||||||||
| Income tax expense |
2,500 | 3,115 | 8,430 | 10,400 | ||||||||||||
|
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|
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| Net income |
$ | 4,105 | $ | 4,567 | $ | 12,631 | $ | 15,136 | ||||||||
|
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|
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| Earnings per share |
||||||||||||||||
| Basic |
$ | 0.97 | $ | 1.08 | $ | 2.98 | $ | 3.58 | ||||||||
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| Diluted |
$ | 0.97 | $ | 1.08 | $ | 2.98 | $ | 3.58 | ||||||||
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|
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| Weighted average common shares |
4,242 | 4,236 | 4,238 | 4,230 | ||||||||||||
| Weighted average common and common equivalent shares |
4,247 | 4,241 | 4,242 | 4,231 | ||||||||||||
| Free Cash Flow |
||||||||||||||||
| Net income |
$ | 4,105 | $ | 4,567 | $ | 12,631 | $ | 15,136 | ||||||||
| Plus: Depreciation and amortization: |
||||||||||||||||
| Station |
1,915 | 1,911 | 7,254 | 7,494 | ||||||||||||
| Corporate |
59 | 61 | 232 | 224 | ||||||||||||
| Deferred tax provision |
2,150 | 1,455 | 6,100 | 5,080 | ||||||||||||
| Non-cash compensation |
72 | 212 | 383 | 927 | ||||||||||||
| Debt issuance cost write-off |
— | — | 1,326 | — | ||||||||||||
| Other (income) expense, net |
536 | 29 | 536 | (3,369 | ) | |||||||||||
| Less: Capital expenditures |
(1,437 | ) | (1,089 | ) | (5,577 | ) | (4,348 | ) | ||||||||
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| Free cash flow |
$ | 7,400 | $ | 7,146 | $ | 22,885 | $ | 21,144 | ||||||||
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| Balance Sheet Data |
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| Working capital |
$ | 16,322 | $ | 18,130 | ||||||||||||
| Net fixed assets |
$ | 63,186 | $ | 65,561 | ||||||||||||
| Net intangible assets and other assets |
$ | 96,188 | $ | 97,683 | ||||||||||||
| Total assets |
$ | 190,334 | $ | 199,803 | ||||||||||||
| Long-term debt (including current portion of $3,000 and $6,121, respectively) |
$ | 69,078 | $ | 96,078 | ||||||||||||
| Stockholders’ equity |
$ | 92,975 | $ | 80,078 | ||||||||||||
Saga Communications, Inc.
Selected Supplemental Financial Data
For the Three and Twelve Months Ended
December 31, 2011 and 2010
(amounts in 000’s)
(Unaudited)
| Radio | Television | Corporate and Other |
Consolidated | |||||||||||||
| Three Months Ended December 31, 2011: |
||||||||||||||||
| Net operating revenue |
$ | 27,936 | $ | 4,974 | $ | — | $ | 32,910 | ||||||||
| Station operating expense |
19,819 | 3,631 | — | 23,450 | ||||||||||||
| Corporate G&A |
— | — | 1,736 | 1,736 | ||||||||||||
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| Operating income (loss) |
$ | 8,117 | $ | 1,343 | $ | (1,736 | ) | $ | 7,724 | |||||||
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| Depreciation and amortization |
$ | 1,446 | $ | 469 | $ | 59 | $ | 1,974 | ||||||||
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| Radio | Television | Corporate and Other |
Consolidated | |||||||||||||
| Three Months Ended December 31, 2010: |
||||||||||||||||
| Net operating revenue |
$ | 28,997 | $ | 5,136 | $ | — | $ | 34,133 | ||||||||
| Station operating expense |
19,828 | 3,580 | — | 23,408 | ||||||||||||
| Corporate G&A |
— | — | 1,754 | 1,754 | ||||||||||||
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| Operating income (loss) |
$ | 9,169 | $ | 1,556 | $ | (1,754 | ) | $ | 8,971 | |||||||
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| Depreciation and amortization |
$ | 1,460 | $ | 451 | $ | 61 | $ | 1,972 | ||||||||
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| Radio | Television | Corporate and Other |
Consolidated | |||||||||||||
| Twelve Months Ended December 31, 2011: |
||||||||||||||||
| Net operating revenue |
$ | 108,938 | $ | 18,357 | $ | — | $ | 127,295 | ||||||||
| Station operating expense |
79,130 | 14,232 | — | 93,362 | ||||||||||||
| Corporate G&A |
— | — | 7,590 | 7,590 | ||||||||||||
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| Operating income (loss) |
$ | 29,808 | $ | 4,125 | $ | (7,590 | ) | $ | 26,343 | |||||||
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|
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| Depreciation and amortization |
$ | 5,518 | $ | 1,736 | $ | 232 | $ | 7,486 | ||||||||
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| Radio | Television | Corporate and Other |
Consolidated | |||||||||||||
| Twelve Months Ended December 31, 2010: |
||||||||||||||||
| Net operating revenue |
$ | 109,891 | $ | 17,926 | $ | — | $ | 127,817 | ||||||||
| Station operating expense |
79,012 | 13,742 | — | 92,754 | ||||||||||||
| Corporate G&A |
— | — | 7,274 | 7,274 | ||||||||||||
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| Operating income (loss) |
$ | 30,879 | $ | 4,184 | $ | (7,274 | ) | $ | 27,789 | |||||||
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| Depreciation and amortization |
$ | 5,772 | $ | 1,722 | $ | 224 | $ | 7,718 | ||||||||
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Saga Communications, Inc.
Selected Supplemental Financial Data
December 31, 2011 and 2010
(amounts in 000’s except ratios)
(Unaudited)
| Trailing Twelve Months Ended December 31, |
||||||||
| 2011 | 2010 | |||||||
| Trailing 12 Month Consolidated EBITDA (1) |
||||||||
| Net income |
$ | 12,631 | $ | 15,136 | ||||
| Less: Loss on sale of assets |
(643 | ) | (386 | ) | ||||
| Other gains |
109 | 195 | ||||||
| Gain on license downgrade |
— | 3,561 | ||||||
| Loss on write-off of unamortized debt issuance costs |
(1,326 | ) | — | |||||
| Other |
239 | 46 | ||||||
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|||||
| Total exclusions |
(1,621 | ) | 3,416 | |||||
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|||||
| Consolidated adjusted net income (1) |
14,252 | 11,720 | ||||||
| Plus: Interest expense |
3,420 | 5,622 | ||||||
| Income tax expense |
8,430 | 10,400 | ||||||
| Depreciation & amortization expense |
7,486 | 7,718 | ||||||
| Amortization of television syndicated programming contracts |
721 | 732 | ||||||
| Non-cash stock based compensation expense |
383 | 927 | ||||||
| Less: Cash television programming payments |
(715 | ) | (744 | ) | ||||
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| Trailing twelve month consolidated EBITDA (1) |
$ | 33,977 | $ | 36,375 | ||||
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| Total long-term debt, including current maturities |
$ | 69,078 | $ | 96,078 | ||||
| Divided by trailing twelve month consolidated EBITDA (1) |
33,977 | 36,375 | ||||||
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| Leverage ratio |
2.0 | 2.6 | ||||||
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| (1) | As defined in the Company’s credit facility. |