UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark one) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period for to Commission file number 1-11588 SAGA COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Delaware 38-3042953 (State or other jurisdiction ...

Saga Communications, Inc (NASDAQ:SGA) Q4 2019 Earnings Conference Call March 12, 2020 11:00 AM ET Company Participants Ed Christian - President and Chief Executive Officer Sam Bush - Chief Financial Officer Operator Good morning, ladies and gentlemen and welcome to the Saga Communications Fourth Quarter and Year End Earning Release Conference Call. At this time, all participants have been placed on a listen-only mode. It is now my pleasure to turn the floor over to your host, Ed Christian, President and CEO ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended September 30, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-11588 Saga Communications, Inc. (Exact name of registrant as specified in its charter) Delaware 38-3042953 (State or other jur ...

Financial Data and Key Metrics Changes - Net revenue for Q3 2019 was $31.3 million, a slight decrease from $31.7 million in the same quarter last year [6] - Free cash flow decreased to $4.5 million from $5.2 million year-over-year, impacted by a reduction in deferred tax provision [8] - Deferred tax provision was $400,000 compared to $785,000 last year [9] - Total debt outstanding at the end of the quarter was $10 million, with cash on hand at $41.1 million [12] Business Line Data and Key Metrics Changes - Political revenue for the quarter was $96,000, down from $486,000 last year, indicating a significant decline [6] - CapEx for the first nine months was approximately $4.7 million, slightly above the previous year [11] - The company expects CapEx for the year to be between $5.5 million and $6 million [11] Market Data and Key Metrics Changes - The company is experiencing downward pressure on advertising rates, particularly from national advertisers [17][19] - There is a noted decline in spending from local agencies, attributed to economic uncertainty and consumer debt levels [23][25] Company Strategy and Development Direction - The company aims to focus on local direct business and enhance training for sales staff to improve performance [36][40] - A commitment to innovative approaches in radio advertising is emphasized, including the exploration of new technologies like DRM for AM radio [35] - The company plans to continue paying regular dividends and considers special dividends as declared by the Board [13] Management's Comments on Operating Environment and Future Outlook - Management expressed dissatisfaction with the quarter's performance, citing external economic pressures and internal challenges [16] - There is a belief that radio advertising remains effective, but the application and pricing strategies need to be reevaluated [17][21] - Management acknowledges the need for a cultural shift within the company to adapt to changing market conditions [46][47] Other Important Information - The company repurchased 9,584 shares for $276,000 during the quarter, totaling 20,691 shares for $603,000 year-to-date [14] - The company produced 3,227 creative spots for clients, generating $1.4 million in additional revenue [41][44] Q&A Session Summary Question: What are the expectations for political revenue in the upcoming quarter? - Management indicated that political revenue has been disappointing and is expected to remain soft due to last year's high spending levels [10] Question: How is the company addressing the challenges in advertising rates? - Management emphasized a focus on training and direct client relationships rather than competing on price [36][40] Question: What is the company's strategy for future growth? - The strategy includes enhancing local direct business, exploring new advertising technologies, and maintaining a strong commitment to dividends [36][39][46]

Saga Communications, Inc. (NASDAQ:SGA) Q2 2019 Results Earnings Conference Call August 6, 2019 11:00 AM ET Company Participants Edward Christian - President, CEO and Chairman Samuel Bush - Senior VP, Treasurer and CFO Conference Call Participants Operator Ladies and gentlemen, thank you for standing by. Welcome to the Second Quarter Earnings Conference Call. At this time, all participants are in a listen-only mode. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended June 30, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-11588 Saga Communications, Inc. (Exact name of registrant as specified in its charter) Delaware 38-3042953 (State or other jurisdic ...

Saga Communications, Inc. (NASDAQ:SGA) Q1 2019 Earnings Conference Call May 10, 2019 11:00 AM ET Company Participants Edward Christian - President, CEO & Chairman Samuel Bush - Senior VP, Treasurer & CFO Conference Call Participants Operator Ladies and gentlemen, thank you for standing by. And welcome to the Saga Communications First Quarter Earnings Conference Call. At this time, all participants are in a listen-only mode today. [Operator Instructions] I would now like to turn the conference over to your h ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period ended March 31, 2019 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-11588 Saga Communications, Inc. (Exact name of registrant as specified in its charter) Delaware 38-3042953 (State or other jurisdi ...

[Part I](index=5&type=section&id=PART%20I) [Business](index=5&type=section&id=Item%201.%20Business) Saga Communications operates 79 FM and 34 AM radio stations across 27 mid-sized markets, primarily generating revenue from local advertising and subject to FCC regulation - As of February 28, 2019, the company owned **79 FM and 34 AM radio stations** across 27 markets, with its television segment sold in 2017 now reported as discontinued operations[17](index=17&type=chunk) - The company's strategy focuses on operating top-billing radio stations in mid-sized markets (ranked 20 to 200)[23](index=23&type=chunk) Revenue Source Breakdown (2016-2018) | Revenue Source | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | **Local Advertising** | 87% | 87% | 85% | | **National Advertising** | 13% | 13% | 15% | [Strategy, Operations, and Competition](index=5&type=section&id=Item%201.%20Business_Strategy%20and%20Operations) The company employs decentralized local management and diverse programming to achieve top ratings, with revenue from short-term advertising contracts in a highly competitive and seasonal market - The company utilizes diverse programming formats like Classic Hits and News/Talk, supported by extensive market research[25](index=25&type=chunk) - Competition extends beyond other radio stations to include cable television, newspapers, direct mail, the Internet, and new technologies like satellite and streaming radio[33](index=33&type=chunk)[34](index=34&type=chunk)[35](index=35&type=chunk) - As of December 31, 2018, the company employed approximately **687 full-time and 344 part-time individuals**, none unionized[38](index=38&type=chunk) [Federal Regulation of Radio Broadcasting](index=11&type=section&id=Item%201.%20Business_Federal%20Regulation) FCC heavily regulates the company's operations, covering license renewals, ownership limits, foreign ownership, EEO rules, and music royalties, with potential new burdens from the Music Modernization Act - Radio broadcasting licenses are granted for maximum terms of **eight years** and require FCC renewal[43](index=43&type=chunk) - The Communications Act restricts foreign ownership, generally prohibiting more than **25% alien control** of broadcast licenses without an FCC waiver[50](index=50&type=chunk) - The 2018 Music Modernization Act, improving songwriter compensation and digital radio royalties, may impose additional financial burdens on the company[77](index=77&type=chunk) [Executive Officers](index=22&type=section&id=Item%201.%20Business_Executive%20Officers) The company's executive team includes President and CEO Edward K Christian, along with key leaders in finance, corporate affairs, and operations Executive Officers | Name | Age | Position | | :--- | :--- | :--- | | Edward K. Christian | 74 | President, Chief Executive Officer and Chairman; Director | | Samuel D. Bush | 61 | Senior Vice President, Treasurer and Chief Financial Officer | | Marcia K. Lobaito | 70 | Senior Vice President, Corporate Secretary, and Director of Business Affairs | | Catherine A. Bobinski | 59 | Senior Vice President/Finance, Chief Accounting Officer and Corporate Controller | | Christopher S. Forgy | 58 | Senior Vice President of Operations | [Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) Key risks include cyclical advertising revenue, substantial debt, dependence on CEO Edward K Christian, intense competition, potential FCC license impairment, and cybersecurity threats - Advertising revenues are cyclical and sensitive to economic conditions; a downturn could decrease expenditures and adversely affect business[87](index=87&type=chunk) - As of December 31, 2018, the company had approximately **$20 million in long-term debt** with restrictive financial covenants[89](index=89&type=chunk)[90](index=90&type=chunk) - The business is dependent on key personnel, particularly CEO Edward K. Christian, who controlled approximately **65% of the combined voting power** as of March 2, 2019[92](index=92&type=chunk)[106](index=106&type=chunk) - FCC broadcasting licenses, representing **38.3% of total assets** as of December 31, 2018, are subject to annual impairment testing[99](index=99&type=chunk) - The company is vulnerable to IT failures, cybersecurity attacks, and data breaches that could disrupt operations and damage reputation[108](index=108&type=chunk)[109](index=109&type=chunk) [Unresolved Staff Comments](index=28&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) No unresolved staff comments were reported [Properties](index=28&type=section&id=Item%202.%20Properties) The company owns facilities for 25 of its 28 operating locations, with the remainder and transmitter sites leased, and no single property is material - As of December 31, 2018, the company owned studios and offices for **25 of its 28 operating locations**, with remaining facilities leased[113](index=113&type=chunk) [Legal Proceedings](index=28&type=section&id=Item%203.%20Legal%20Proceedings) The company faces ordinary course legal claims, but management anticipates no material impact on financial statements [Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This disclosure item is not applicable to the company's operations [Part II](index=29&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=29&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A Common Stock trades on NASDAQ, with 2018 dividends of $1.45 per share and $20.4 million remaining for share repurchases Class A Common Stock Price (2018) | Quarter | High | Low | | :--- | :--- | :--- | | First Quarter | $42.60 | $36.10 | | Second Quarter | $40.10 | $36.50 | | Third Quarter | $39.00 | $35.00 | | Fourth Quarter | $37.89 | $30.05 | - The company declared total cash dividends of **$1.45 per share in 2018**, $2.00 in 2017, and $1.30 in 2016[121](index=121&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk) - As of December 31, 2018, approximately **$20.4 million** remained available for share repurchases under the Stock Buy-Back Program[129](index=129&type=chunk) [Selected Financial Data](index=33&type=section&id=Item%206.%20Selected%20Financial%20Data) This section provides a five-year financial overview, highlighting 2018 net operating revenue of **$124.8 million** and net income of **$13.7 million** from continuing operations Selected Financial Data (Continuing Operations) | (In thousands) | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | **Net Operating Revenue** | $124,829 | $118,149 | $118,955 | | **Operating Income** | $19,682 | $17,229 | $22,527 | | **Net Income from Continuing Operations** | $13,690 | $22,246 | $12,910 | | **Total Assets** | $248,477 | $248,769 | $219,998 | | **Long-term Debt** | $20,000 | $25,000 | $35,287 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=35&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) MD&A covers the radio segment, noting 2018 revenue growth driven by acquisitions, a decline in net income due to a prior-year tax benefit, strong liquidity, and critical accounting estimates for broadcast licenses and goodwill [Results of Operations](index=39&type=section&id=Item%207_Results%20of%20Operations) Consolidated net operating revenue increased by **5.7%** in 2018, while net income from continuing operations decreased by **38.5%** due to a prior-year tax benefit and discontinued operations gain Consolidated Results of Operations (2018 vs. 2017) | (In thousands) | 2018 | 2017 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | **Net operating revenue** | $124,829 | $118,149 | $6,680 | 5.7% | | **Station operating expense** | $93,727 | $87,759 | $5,968 | 6.8% | | **Operating income from continuing operations** | $19,682 | $17,229 | $2,453 | 14.2% | | **Income from continuing operations, net of tax** | $13,690 | $22,246 | ($8,556) | (38.5)% | | **Income from discontinued operations, net of tax** | $0 | $32,471 | ($32,471) | N/M | | **Net income** | $13,690 | $54,717 | ($41,027) | N/M | - The 2018 decrease in net income from continuing operations was primarily due to a **$11.5 million one-time income tax benefit** recorded in 2017 from the Tax Cuts and Jobs Act[177](index=177&type=chunk) [Liquidity and Capital Resources](index=43&type=section&id=Item%207_Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity with an **$80 million** unused credit facility capacity and **$25.6 million** in net cash from operations in 2018, funding capital expenditures, dividends, and acquisitions - The company has a **$100 million revolving credit facility** maturing in June 2023, with **$80 million of unused borrowing capacity** as of December 31, 2018[186](index=186&type=chunk)[190](index=190&type=chunk) - Net cash provided by continuing operating activities totaled **$25.6 million** for the year ended December 31, 2018[194](index=194&type=chunk) - In 2018, the company incurred **$5.9 million in capital expenditures**, paid **$8.6 million in dividends**, and repurchased **$1.3 million of its stock**[195](index=195&type=chunk)[196](index=196&type=chunk)[121](index=121&type=chunk) Contractual Cash Obligations as of Dec 31, 2018 | (In thousands) | Total | Less Than 1 Year | 1 to 3 Years | 4 to 5 Years | More Than 5 Years | | :--- | :--- | :--- | :--- | :--- | :--- | | **Long-Term Debt Obligations** | $20,000 | $5,000 | $0 | $15,000 | $0 | | **Operating Leases** | $7,963 | $1,562 | $2,604 | $1,774 | $2,023 | | **Purchase Obligations** | $29,535 | $14,597 | $9,886 | $3,555 | $1,497 | | **Total** | **$60,730** | **$21,888** | **$13,927** | **$21,395** | **$3,520** | [Critical Accounting Policies and Estimates](index=47&type=section&id=Item%207_Critical%20Accounting%20Policies%20and%20Estimates) Critical accounting policies include the valuation and impairment testing of broadcast licenses and goodwill, which comprised **45.9% of total assets** in 2018, with a **$1.4 million impairment** recorded in 2017 - Broadcast licenses and goodwill, representing approximately **45.9% of total assets** as of December 31, 2018, are subject to annual impairment testing[216](index=216&type=chunk) - A **$1,449,000 impairment charge** for broadcast licenses was recognized in Q4 2017 due to market declines in Springfield, Illinois, with no impairment in 2018[217](index=217&type=chunk)[218](index=218&type=chunk) - A hypothetical **10% decrease** in broadcast license fair value as of December 31, 2018, would have resulted in an additional **$1.3 million impairment charge**[221](index=221&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=49&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's primary market risk is interest rate exposure on variable-rate debt; a hypothetical **1% rate increase** would decrease pre-tax income by **$234,000** - A hypothetical **1% increase** in average market interest rates in 2018 would have decreased pre-tax income by **$234,000**[225](index=225&type=chunk) [Financial Statements and Supplementary Data](index=49&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the consolidated financial statements and supplementary data included in the annual report [Consolidated Financial Statements](index=53&type=section&id=Financial%20Statements) Audited consolidated financial statements show **$248.5 million in total assets** and **$13.7 million in net income** for 2018, with an unqualified opinion from UHY LLP Consolidated Balance Sheet Highlights (As of Dec 31, 2018) | (In thousands) | Amount | | :--- | :--- | | Cash and cash equivalents | $44,729 | | Total current assets | $68,595 | | Net property and equipment | $59,103 | | Broadcast licenses, net | $95,250 | | Goodwill | $18,839 | | **Total Assets** | **$248,477** | | Total current liabilities | $23,165 | | Long-term debt | $15,000 | | **Total Liabilities** | **$63,478** | | **Total Stockholders' Equity** | **$184,999** | Consolidated Income Statement Highlights (Year Ended Dec 31, 2018) | (In thousands, except per share data) | Amount | | :--- | :--- | | Net operating revenue | $124,829 | | Operating income from continuing operations | $19,682 | | **Net income** | **$13,690** | | **Diluted earnings per share** | **$2.30** | [Notes to Consolidated Financial Statements](index=58&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail accounting policies, the 2017 television segment sale, debt, acquisitions, related party transactions, broadcast license impairment, and revenue disaggregation - The company adopted ASC 606 in 2018 with no material impact, disaggregating revenue into **$114.9 million Broadcast Advertising**, **$3.9 million Digital Advertising**, and **$6.0 million Other**[326](index=326&type=chunk)[327](index=327&type=chunk) - The 2017 sale of television stations for **$66.6 million** generated **$69.5 million in net proceeds** and a **$50.8 million pretax gain**, reported as discontinued operations[354](index=354&type=chunk) - The company acquired radio stations in Ocala, FL for **$9.3 million in 2018** and in South Carolina for **$23 million in 2017**[406](index=406&type=chunk)[409](index=409&type=chunk) - The company operates with a dual-class stock structure, where Class A shares have one vote and Class B shares (held by CEO Edward K. Christian) have **ten votes**[434](index=434&type=chunk)[388](index=388&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=49&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) No changes in or disagreements with accountants on accounting and financial disclosure were reported [Controls and Procedures](index=49&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal controls over financial reporting were effective as of December 31, 2018, with an unqualified audit opinion from UHY LLP - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the reporting period end[231](index=231&type=chunk) - Management concluded internal control over financial reporting was effective as of December 31, 2018, with UHY LLP issuing an unqualified opinion[235](index=235&type=chunk)[238](index=238&type=chunk) [Other Information](index=51&type=section&id=Item%209B.%20Other%20Information) No other information was reported [Part III](index=51&type=section&id=PART%20III) [Directors, Executive Officers, Corporate Governance, Executive Compensation, Security Ownership, and Principal Accountant Fees](index=51&type=section&id=Items%2010-14) Information for Items 10-14, covering directors, executive compensation, security ownership, and accountant fees, is incorporated by reference from the 2019 Proxy Statement - Information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the 2019 Proxy Statement[247](index=247&type=chunk)[248](index=248&type=chunk)[249](index=249&type=chunk) [Part IV](index=52&type=section&id=PART%20IV) [Exhibits and Financial Statement Schedules](index=52&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section includes consolidated financial statements, notes, the independent auditor's report, and a list of all exhibits filed with the 10-K report [Consolidated Financial Statements](index=53&type=section&id=Financial%20Statements) Audited consolidated financial statements show **$248.5 million in total assets** and **$13.7 million in net income** for 2018, with an unqualified opinion from UHY LLP Consolidated Balance Sheet Highlights (As of Dec 31, 2018) | (In thousands) | Amount | | :--- | :--- | | Cash and cash equivalents | $44,729 | | Total current assets | $68,595 | | Net property and equipment | $59,103 | | Broadcast licenses, net | $95,250 | | Goodwill | $18,839 | | **Total Assets** | **$248,477** | | Total current liabilities | $23,165 | | Long-term debt | $15,000 | | **Total Liabilities** | **$63,478** | | **Total Stockholders' Equity** | **$184,999** | Consolidated Income Statement Highlights (Year Ended Dec 31, 2018) | (In thousands, except per share data) | Amount | | :--- | :--- | | Net operating revenue | $124,829 | | Operating income from continuing operations | $19,682 | | **Net income** | **$13,690** | | **Diluted earnings per share** | **$2.30** | [Notes to Consolidated Financial Statements](index=58&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail accounting policies, the 2017 television segment sale, debt, acquisitions, related party transactions, broadcast license impairment, and revenue disaggregation - The company adopted ASC 606 in 2018 with no material impact, disaggregating revenue into **$114.9 million Broadcast Advertising**, **$3.9 million Digital Advertising**, and **$6.0 million Other**[326](index=326&type=chunk)[327](index=327&type=chunk) - The 2017 sale of television stations for **$66.6 million** generated **$69.5 million in net proceeds** and a **$50.8 million pretax gain**, reported as discontinued operations[354](index=354&type=chunk) - The company acquired radio stations in Ocala, FL for **$9.3 million in 2018** and in South Carolina for **$23 million in 2017**[406](index=406&type=chunk)[409](index=409&type=chunk) - The company operates with a dual-class stock structure, where Class A shares have one vote and Class B shares (held by CEO Edward K. Christian) have **ten votes**[434](index=434&type=chunk)[388](index=388&type=chunk)

Saga Communications, Inc. (NASDAQ:SGA) Q4 2018 Results Conference Call March 12, 2019 11:00 AM ET Company Participants Ed Christian - Chairman, President and CEO Samuel Bush - SVP, Treasurer and CFO Conference Call Participants Operator Ladies and gentlemen, thank you for standing by. Welcome to the Fourth Quarter and Year-End Earnings Conference Call. At this time, all participants are in a listen-only mode. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn ...