Toggle SGML Header (+)


Section 1: 8-K/A (FORM 8-K/A)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 30, 2018

 

 

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:

 

¨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))

 

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. ¨

 

 

 

 

Explanatory Note

 

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Saga Communications, Inc. (the “Company”), a Delaware corporation, on August 7, 2018 (the “Report”) solely to correct an omission error contained in the Report’s Exhibit 99.1.  The “Selected Supplemental Financial Data For the Six Months Ended June 30, 2018 and 2017” financial table was omitted from the press release and incorrectly transmitted.  The corrected Press Release is attached to the Current Report as Exhibit 99.1.

 

Except for correction described above, this Form 8-K/A does not update, modify, or amend any disclosures set forth in the original Form 8-K.

 

Item 2.02.Results of Operations and Financial Condition.

 

On August 7, 2018, Saga Communications, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2018. The press release, dated August 7, 2018, is attached as Exhibit 99.1 to this Form 8-K/A.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

99.1Press Release dated August 7, 2018.

 

 

 

 

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 7, 2018 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 7, 2018.

 

 

(Back To Top)

Section 2: EX-99.1 (EXHIBIT 99.1)

/C O R R E C T I O N -- Saga Communications, Inc./

In the news release, Saga Communications, Inc. Reports 2nd Quarter Results, issued 07-Aug-2018 by Saga Communications, Inc. over PR Newswire, the "Selected Supplemental Financial Data For the Six Months Ended June 30, 2018 and 2017" financial table was omitted from the press release and incorrectly transmitted by PR Newswire. The complete, corrected release follows:



Saga Communications, Inc. Reports 2nd Quarter Results



Net Revenue increased $2.0 million for the Quarter

GROSSE POINTE FARMS, Mich., Aug. 7, 2018 /PRNewswire/ -- Saga Communications, Inc. (NYSE American: SGA) today reported net revenue increased 6.5% to $32.2 million for the quarter ended June 30, 2018. Operating income increased 2.7% to $6.0 million and station operating expense increased 8.0% to $23.1 million for the quarter. Income from continuing operations (net of tax) increased $800 thousand to $4.2 million compared to $3.4 million last year. Diluted earnings per share from continuing operations was $0.70/share in the second quarter of 2018 compared to $0.57/share during the same period in 2017. Including discontinued operations diluted earnings per share for the quarter were $0.70/share compared to $0.77/share last year. Free cash flow from continuing operations was $6.0 million for the quarter ended June 30, 2018 compared to $4.8 million for the same period last year.

On a same station basis for the quarter ended June 30, 2018 net revenue decreased 0.6% to $30.1 million, Operating income increased 1.5% to $6.0 million and station operating expense decreased 1.0% to $21.2 million.

Net revenue increased 6.8% to $60.2 million for the six months ended June 30, 2018. Operating income increased 6.4% to $8.4 million and station operating expense increased 8.8% to $46.5 million for the six-month period. Income from continuing operations (net of tax) increased $1.3 million to $5.7 million compared to $4.4 million last year. Diluted earnings per share from continuing operations was $0.96/share for the six-month period in 2018 compared to $0.75/share during the same period in 2017. Including discontinued operations diluted earnings per share for the six-month period were $0.96/share compared to $1.10/share last year. Free cash flow from continuing operations was $8.3 million for the six months ended June 30, 2018 compared to $6.9 million for the same period last year.

On a same station basis for the six months ended June 30, 2018 net revenue was flat at $56.1 million, Operating income from continuing operations increased 7.3% to $8.4 million and station operating expense was flat at $42.6 million.

The Company had $52.9 million in cash on hand as of June 30, 2018 and $53.3 million as of August 6, 2018. The Company's total long-term debt was $25 million as of June 30, 2018. Including the recently announced $0.30 per share dividend which was paid on June 22, 2018, the Company has paid over $57 million in dividends since December 3, 2012.

The results for the quarter and six-month period were affected by the sale of the Company's television stations and purchase of radio stations in Charleston and Hilton Head, SC on September 1, 2017.

Capital expenditures from continuing operations were $1.4 million in the second quarter compared to $2.0 million for the same period last year. The Company expects to spend approximately $5.0 million to $6.0 million for capital expenditures during 2018.

Saga's 2018 2nd Quarter conference call will be on Tuesday, August 7, 2018 at 11:00 a.m. EDT. The dial-in number for the call is (612) 288-0329. 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 August 7, 2018 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", "same station", "proforma", and discontinued operations information 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. The "proforma" amounts assume all acquisitions in 2017 and 2018 occurred as of January 1, 2017.

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 consolidated net 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 26 markets, including 75 FM and 33 AM radio stations and 75 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 and Six Months Ended

June 30, 2018 and 2017

(amounts in 000's except per share data)

(Unaudited)











 Three Months Ended  

 Six Months Ended  




 June 30, 

 June 30, 




2018

2017

2018

2017

Operating Results






Net operating revenue


$         32,234

$        30,261

$         60,243

$         56,416

Station operating expense


23,140

21,426

46,537

42,766

Corporate general and administrative


2,848

2,880

5,392

5,743

Other operating expense (income), net


213

79

(38)

58

Operating income


6,033

5,876

8,352

7,849

Interest expense


255

229

474

437

Other income


(188)

-

(277)

-

Income from continuing operations, before tax


5,966

5,647

8,155

7,412

Income tax expense


1,795

2,272

2,455

2,990

Income from continuing operations, net of tax


4,171

3,375

5,700

4,422

Income from discontinued operations, net of tax


-

1,159

-

2,050

Net income


$           4,171

$          4,534

$           5,700

$           6,472








Basic Earnings per share:







From continuing operations


$             0.70

$           0.57

$             0.96

$             0.75


From discontinued operations


-

0.20

-

0.35


Basic earnings per share


$             0.70

$           0.77

$             0.96

$             1.10








Diluted Earnings per share:







From continuing operations


$             0.70

$           0.57

$              0.96

$             0.75


From discontinued operations


-

0.20

-

0.35


Diluted earnings per share


$             0.70

$           0.77

$             0.96

$             1.10








Weighted average common shares


5,834

5,803

5,838

5,796

Weighted average common and common 







equivalent shares


5,834

5,806

5,838

5,804








Free Cash Flow






Net income 


$           4,171

$          4,534

$           5,700

$           6,472

Plus: Depreciation and amortization:







        Station


1,606

1,372

3,186

2,730


        Corporate


72

72

138

143


        Discontinued operations


-

129

-

445

         Deferred tax provision


785

1,255

1,095

1,680

         Non-cash compensation


554

574

1,105

1,132

         Other operating expense from continuing operations


213

79

(38)

58

         Other operating expense from discontinued operations


-

-

-

31

Less: Capital expenditures from continuing operations


(1,408)

(1,973)

(2,906)

(3,315)


    Capital expenditures from discontinued operations


-

(13)

-

(110)

Free cash flow


$           5,993

$          6,029

$           8,280

$           9,266













 June 30, 






2018

2017

Balance Sheet Data







Working capital




$         60,196

$         56,574


Net fixed assets




$         56,101

$         49,865


Net intangible assets and other assets




$       114,950

$        102,658


Total assets




$       246,171

$        226,878


Long-term debt including $0 and $1,078 of current liabilities






classified as discontinued operations, respectively




$         25,000

$         36,365


Stockholders' equity




$       182,414

$        139,319

Saga Communications, Inc.

Selected Supplemental Financial Data

For The Three and Six Months Ended

June 30, 2018 and 2017

(amounts in 000's except per share data)

(Unaudited)












 Three Months Ended  

 Six Months Ended  



 June 30, 

 June 30, 



2018

2017(1)

2018

2017 (1)

Results of Discontinued Operations






Net operating revenue


$          -

$     5,688

$           -

$  10,942

Station operating expense 


-

3,643

-

7,355

Other operating expense


-

-

-

31

Operating income


-

2,045

-

3,556

Interest expense 


-

8

-

16

Income before income taxes


-

2,037

-

3,540

Income tax expense 


-

878

-

1,490

Income from discontinued operations, net of tax


$          -

$     1,159

$           -

$    2,050







Free Cash Flow from Discontinued Operations






Income from discontinued operations, net of tax


$         -

$     1,159

$           -

$    2,050

Plus: Depreciation and amortization:


-

129

-

445

         Other operating expense from discontinued operations


-

-

-

31

Less: Capital expenditures from discontinued operations


-

(13)

-

(110)

Free cash flow from discontinued operations


$         -

$     1,275

$           -

$    2,416













(1) Results of operations for the Television stations are reflected through June 30, 2017.  The effective date of the sale was September 1, 2017.  

Saga Communications, Inc.

Selected Supplemental Financial Data

For the Three Months Ended

June 30, 2018 and 2017

(amounts in 000's except per share data)

(Unaudited)













Actual


Same Station (1)


Pro Forma (2)



Three Months Ended


Three Months Ended


Three Months Ended



June 30,


June 30,


June 30,



2018

2017


2018

2017


2018

2017

Consolidated









Net operating revenue

$      32,234

$    30,261


$      30,078

$      30,261


$      32,234

$      32,509

Station operating expense

23,140

21,426


21,216

21,426


23,140

23,255

Corporate general and administrative

2,848

2,880


2,848

2,880


2,848

2,880

Other operating expense 

213

79


52

79


213

79

Operating income

6,033

5,876


5,962

5,876


6,033

6,295

Interest expense

255

229





255

229

Other income

(188)

-





(188)

-

Income from continuing operations, before tax

5,966

5,647





5,966

6,066

Income tax expense

1,795

2,272





1,795

2,444

Income from continuing operations, net of tax

4,171

3,375





4,171

3,622

Income from discontinued operations, net of tax

-

1,159





-

1,159

Net income 

$        4,171

$      4,534





$        4,171

$        4,781











Basic Earnings per share:










From continuing operations

$          0.70

$        0.57





$          0.70

$          0.61


From discontinued operations

-

0.20





-

0.20


Basic earnings per share

$          0.70

$        0.77





$          0.70

$          0.81











Diluted Earnings per share:










From continuing operations

$          0.70

$        0.57





$          0.70

$          0.61


From discontinued operations

-

0.20





-

0.20


Diluted earnings per share

$          0.70

$        0.77





$          0.70

$          0.81













Actual


Same Station (1)


Pro Forma (2)



Three Months Ended


Three Months Ended


Three Months Ended



June 30,


June 30,


June 30,



2018

2017


2018

2017


2018

2017

Depreciation and amortization










by segment









Radio Stations

$        1,606

$      1,372


$        1,345

$        1,372


$        1,606

$        1,617

Discontinued Operations

-

129


-

-


-

129

Corporate and Other

72

72


72

72


72

72



$        1,678

$      1,573


$        1,417

$        1,444


$        1,678

$        1,818











(1)

Same station includes only the results of stations we owned and operated for the entire comparable period.


(2)

Pro Forma results assume all acquisitions in 2018 and 2017 occurred as of January 1, 2017.




Saga Communications, Inc.

Selected Supplemental Financial Data

For the Six Months Ended

June 30, 2018 and 2017

(amounts in 000's except per share data)

(Unaudited)













Actual


Same Station (1)


Pro Forma (2)



Six Months Ended


Six Months Ended


Six Months Ended



June 30,


June 30,


June 30,



2018

2017


2018

2017


2018

2017

Consolidated









Net operating revenue

$      60,243

$      56,416


$      56,141

$      56,261


$      60,243

$      60,641

Station operating expense

46,537

42,766


42,572

42,654


46,537

46,325

Corporate general and administrative

5,392

5,743


5,392

5,743


5,392

5,743

Other operating (income) expense, net 

(38)

58


(198)

58


(38)

58

Operating income

8,352

7,849


8,375

7,806


8,352

8,515

Interest expense

474

437





474

437

Other income

(277)

-





(277)

-

Income from continuing operations, before tax

8,155

7,412





8,155

8,078

Income tax expense

2,455

2,990





2,455

3,263

Income from continuing operations, net of tax

5,700

4,422





5,700

4,815

Income from discontinued operations, net of tax

-

2,050





-

2,050

Net income 

$        5,700

$        6,472





$        5,700

$        6,865











Basic Earnings per share:










From continuing operations

$          0.96

$          0.75





$          0.96

$          0.81


From discontinued operations

-

0.35





-

0.35


Basic earnings per share

$          0.96

$          1.10





$          0.96

$          1.16











Diluted Earnings per share:










From continuing operations

$          0.96

$          0.75





$          0.96

$          0.81


From discontinued operations

-

0.35





-

0.35


Diluted earnings per share

$          0.96

$          1.10





$          0.96

$          1.16























Actual


Same Station (1)


Pro Forma (2)



Six Months Ended


Six Months Ended


Six Months Ended



June 30,


June 30,


June 30,



2018

2017


2018

2017


2018

2017

Depreciation and amortization










by segment









Radio Stations

$        3,186

$        2,730


$        2,670

$        2,728


$        3,186

$        3,220

Discontinued Operations

-

445


-

-


-

445

Corporate and Other

138

143


138

143


138

143



$        3,324

$        3,318


$        2,808

$        2,871


$        3,324

$        3,808











(1)

Same station includes only the results of stations we owned and operated for the entire comparable period.


(2)

Pro Forma results assume all acquisitions in 2018 and 2017 occurred as of January 1, 2017.




Saga Communications, Inc.

Selected Supplemental Financial Data

June 30, 2018

(amounts in 000's except ratios)

(Unaudited)












































Less:


Plus:






Trailing



12 Mos Ended


6 Mos Ended


6 Mos Ended


Add:


Less:


12 Mos Ended



December 31,


June 30,


June 30,


Proforma


Discontinued


June 30,



2017


2017


2018


Acquisitions (2)


Operations (2)


2018

Trailing 12 Month Consolidated Earnings Before Interest,












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












Net income

$                  54,717


$                  6,472


$                  5,700


$                       19


$                 30,421


$                  23,543

Exclusions:













Gain (loss) on sale of assets from continuing operations

(55)


(58)


(38)


-


-


(35)


Gain (loss) on sale of assets from discontinued operations

(31)


(31)


-


-


-


-


Gain (loss) on sale of television stations

50,842


-


-


-


50,842


-


Impairment of intangibles

(1,449)


-


-


-


-


(1,449)


Other

289


279


264


-


(1)


275














Total exclusions

49,596


190


226


-


50,841


(1,209)

Consolidated adjusted net income (1)

5,121


6,282


5,474


19


(20,420)


24,752

Plus:  Interest expense

925


454


474


-


6


939


Income tax expense

16,880


4,480


2,455


13


21,310


(6,442)


Depreciation & amortization expense

6,696


3,318


3,324


164


-


6,866


Amortization of television syndicated programming contracts

418


316


-


-


102


-


Non-cash stock based compensation expense

2,279


1,132


1,105


-


-


2,252

Less: Cash television programming payments

(418)


(315)


-


-


(103)


-

Trailing twelve month consolidated EBITDA (1)

$                  31,901


$                 15,667


$                 12,832


$                     196


$                     895


$                  28,367














Total long-term debt, including current maturities











$                  25,000

Divided by trailing twelve month consolidated EBITDA (1)











28,367

Leverage ratio











0.88








































(1)

As defined in the Company's credit facility.

(2)

Trailing 12 Month Adjustment


Saga Communications, Inc.


Selected Financial Data Non-GAAP Disclosures


For the Three and Six Months Ended


June 30, 2018 and 2017


(amounts in 000's)


(Unaudited)





























Reconciliation of Actual Information to Same Station Operating Income 



















Adjustment






Adjustment






Actual


For Acquisitions


Same Station


Actual


For Acquisitions


Same Station




Three Months


and Dispositions


Three Months


Three Months


and Dispositions


Three Months




Ended


Not Included in 


Ended


Ended


Not Included in 


Ended




June 30,


Entire Comparable


June 30,


June 30,


Entire Comparable


June 30,




2018


Period


2018


2017


Period


2017


Consolidated













Net operating revenue

$              32,234


$              (2,156)


$              30,078


$              30,261


$                     -


$              30,261


Station operating expense

23,140


(1,924)


21,216


21,426


-


21,426


Corporate general and administrative

2,848


-


2,848


2,880


-


2,880


Other operating expense 

213


(161)


52


79


-


79


Operating income

$                6,033


$                   (71)


$                5,962


$                5,876


$                     -


$                5,876
















Depreciation and amortization

$                1,678


$                 (261)


$                1,417


$                1,573


$                 (129)


$                1,444


































Adjustment






Adjustment






Actual


For Acquisitions


Same Station


Actual


For Acquisitions


Same Station




Six Months


and Dispositions


Six Months


Six Months


and Dispositions


Six Months




Ended


Not Included in 


Ended


Ended


Not Included in 


Ended




June 30,


Entire Comparable


June 30,


June 30,


Entire Comparable


June 30,




2018


Period


2018


2017


Period


2017


Consolidated













Net operating revenue

$              60,243


$              (4,102)


$              56,141


$              56,416


$                 (155)


$              56,261


Station operating expense

46,537


(3,965)


42,572


42,766


(112)


42,654


Corporate general and administrative

5,392


-


5,392


5,743


-


5,743


Other operating (income) expense

(38)


(160)


(198)


58


-


58


Operating income

$                8,352


$                    23


$                8,375


$                7,849


$                   (43)


$                7,806
















Depreciation and amortization

$                3,324


$                 (516)


$                2,808


$                3,318


$                 (447)


$                2,871




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

(Back To Top)