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Form 8-K SAGA COMMUNICATIONS INC For: Nov 07

November 7, 2014 9:01 AM EST

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): November 7, 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:

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 November 7, 2014, Saga Communications, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2014. The press release, dated November 7, 2014, is attached as Exhibit 99.1 to this Form 8-K.

Item�9.01.Financial Statements and Exhibits.

(d)Exhibits.

99.1Press Release dated November 7, 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: November 7, 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 November 7, 2014.

Saga Communications, Inc. Reports 3rd Quarter Results



Net Operating Revenue Increased 4.4%

GROSSE POINTE FARMS, Mich., Nov. 7, 2014 /PRNewswire/ -- Saga Communications, Inc. (NYSE MKT: SGA) today reported net operating revenue increased 4.4% to $34.4 million for the quarter ended September 30, 2014 compared to $32.9 million for the same period last year. Station operating expense was $26.4 million (station operating expense includes depreciation and amortization attributable to the stations) compared to $23.6 million for the same period last year. The $2.8 million increase was primarily due to an accrual attributable to the Company's expectations of entering into license agreements in the fourth quarter of 2014 which are currently under negotiation. Operating income from continuing operations was $5.7 million. Net income for the period was $3.3 million ($0.56 per fully diluted share) and free cash flow was $4.9 million.

Net operating revenue for the period ended September 30, 2014 increased 2.0% to $97.6 million compared to $95.7 million for the same period last year. Operating income from continuing operations was $18.2 million. Net income for the period was $10.5 million ($1.80 per fully diluted share) and free cash flow was $14.3 million. Station operating expense was $72.8 million (station operating expense includes depreciation and amortization attributable to the stations).

Capital expenditures in the 3rd quarter of 2014 were $0.9 million compared to $1.0 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 3rd Quarter 2014 conference call will be on Friday, November 7, 2014 at 11:00 a.m. EST. The dial-in number for all calls is (612) 332-0107. 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. EST on November 7, 2014 to [email protected]. 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.

Selected Consolidated Financial Data

For The Three and Nine Months Ended

September 30, 2014 and 2013

(amounts in 000's except per share data)

(Unaudited)











�Three Months Ended��

�Nine Months Ended��




�September 30,�

�September 30,�




2014

2013

2014

2013

Operating Results






Net operating revenue


$34,373

$32,929

$97,627

$95,718

Station operating expense


26,366

23,598

72,812

69,179

Corporate general and administrative


2,307

2,051

6,580

5,981

Operating income from continuing operations


5,700

7,280

18,235

20,558

Interest expense


268

308

812

1,023

Other (income) expense, net


7

(144)

(38)

(53)

Income from continuing operations before income tax


5,425

7,116

17,461

19,588

Income tax expense


2,180

2,820

7,000

7,762

Income from continuing operations, net of income taxes


3,245

4,296

10,461

11,826

Income from discontinued operations, net of income taxes


-

-

-

223

Net income


$3,245

$4,296

$10,461

$12,049

Basic earnings per share:







From continuing operations


$0.56

$0.76

$1.82

$2.08


From discontinued operations


-

-

-

0.04


Earnings per share


$0.56

$0.76

$1.82

$2.12

Diluted earnings per share:







From continuing operations


$0.56

$0.75

$1.80

$2.06


From discontinued operations


-

-

-

0.04


Earnings per share


$0.56

$0.75

$1.80

$2.10

Weighted average common shares


5,699

5,686

5,696

5,679

Weighted average common and common�







equivalent shares


5,742

5,754

5,751

5,744








Free Cash Flow






Net income�


$3,245

$4,296

$10,461

$12,049

Plus:� Depreciation and amortization:







������� Station


1,595

1,632

4,752

4,815


������� Corporate


77

57

205

170

��������� Deferred tax provision


710

1,065

2,130

2,665

��������� Non-cash compensation


193

-

572

16

��������� Gain on disposal of television station


-

-

-

(223)

��������� Other (income) expense, net


7

(144)

(38)

(53)

Less: Capital expenditures


(887)

(1,007)

(3,801)

(3,472)

Free cash flow


$4,940

$5,899

$14,281

$15,967








Balance Sheet Data







Working capital




$35,872

$37,671


Net fixed assets




$55,568

$56,406


Net intangible assets and other assets




$95,211

$96,767


Total assets




$204,515

$204,770


Long-term debt (including current�




$41,078

$51,078


�� portion of $0 and $1,078, respectively)







Stockholders' equity




$118,921

$116,651

Saga Communications, Inc.

Selected Supplemental Financial Data

For the Three and Nine Months Ended

September 30, 2014 and 2013

(amounts in 000's)

(Unaudited)
















Corporate





Radio


Television


and Other


Consolidated

Three Months Ended September 30, 2014:








Net operating revenue

$29,400


$4,973


$ � � � � � � � �-


$34,373

Station operating expense

23,082


3,284


-


26,366

Corporate G&A

-


-


2,307


2,307

Operating income (loss) from continuing operations

$6,318


$1,689


($2,307)


$5,700

Depreciation and amortization

$1,245


$350


$77


$1,672
















Corporate





Radio


Television


and Other


Consolidated

Three Months Ended September 30, 2013:








Net operating revenue

$28,104


$4,825


$ � � � � � � � �-


$32,929

Station operating expense

20,339


3,259


-


23,598

Corporate G&A

-


-


2,051


2,051

Operating income (loss) from continuing operations

$7,765


$1,566


$(2,051)


$7,280

Depreciation and amortization

$1,270


$362


$57


$1,689
















Corporate





Radio


Television


and Other


Consolidated

Nine Months Ended September 30, 2014:








Net operating revenue

$83,176


$14,451


$ � � � � � � � �-


$97,627

Station operating expense

63,021


9,791


-


72,812

Corporate G&A

-


-


6,580


6,580

Operating income (loss) from continuing operations

$20,155


$4,660


($6,580)


$18,235

Depreciation and amortization

$3,711


$1,041


$205


$4,957
















Corporate





Radio


Television


and Other


Consolidated

Nine Months Ended September 30, 2013:








Net operating revenue

$81,240


$14,478


$ � � � � � � � �-


$95,718

Station operating expense

59,561


9,618


-


69,179

Corporate G&A

-


-


5,981


5,981

Operating income (loss) from continuing operations

$21,679


$4,860


$(5,981)


$20,558

Depreciation and amortization

$3,761


$1,054


$170


$4,985

Saga Communications, Inc.

Selected Supplemental Financial Data

September 30, 2014

(amounts in 000's except ratios)

(Unaudited)
































Less:


Plus:


Trailing



12 Mos Ended


9 Mos Ended


9 Mos Ended


12 Mos Ended



December 31,


September 30,


September 30,


September 30,



2013


2013


2014


2014

Trailing 12 Month Consolidated Earnings Before Interest








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








Net income

$15,273


$12,049


$10,461


$13,685

Exclusions:









(Loss) gain on sale of assets

126


127


38


37


Impairment of intangible assets

(2,033)


-


-


(2,033)


Gain on sale of television station

223


223


-


-


Other

(39)


(6)


299


$266

Total exclusions

(1,723)


344


337


(1,730)










Consolidated adjusted net income (1)

16,996


11,705


10,124


15,415

Plus:

Interest expense

1,305


1,023


812


1,094


Income tax expense

9,992


7,762


7,000


9,230


Depreciation & amortization expense

6,768


4,985


4,957


6,740


Amortization of television syndicated programming contracts

637


476


472


633


Non-cash stock based compensation expense

135


16


572


691

Less: Cash television programming payments

(628)


(470)


(464)


(622)

Trailing twelve month consolidated EBITDA (1)

$35,205


$25,497


$23,473


$33,181










Total long-term debt, including current maturities







$41,078

Divided by trailing twelve month consolidated EBITDA (1)







33,181

Leverage ratio







1.2



















(1)

As defined in the Company's credit facility.










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



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