Good day, ladies and gentlemen, and welcome to the Saga Communications Third Quarter Earnings Conference Call. [Operator Instructions] It is now my pleasure to turn the floor over to your host, Warren Lada, interim President and CEO at Saga Communications. Sir, the floor is yours. .

Thank you, Holly, and welcome, everybody, to our third quarter 2022 earnings call. Joining me today is Sam Bush, our Chief Financial Officer extraordinaire, who's been with us for a million years, somewhere thereabouts; and also Chris Forgy, Senior VP, Operations. .

And you have not heard my voice for over 4 years. I used to do these calls when I was the Chief Operating Officer for Saga. And due to the very sad, unfortunate circumstances that we are in today relative to our Founder, Chairman, CEO passing in August, I am back on again on an interim basis.

And I'll have a little bit more to say about that a little bit further down the line. .

You've heard Ed talk about the word saga, which is loosely translated in Icelandic as a never-ending journey. And one person's journey is now over, and that's Ed. And we do deeply miss him. It feels very different not having him around. And the loss is palpable.

That said, I will tell you, and you'll hear more about this, that our company is extraordinarily solid, stable, in good shape, doing the right things the right way. And all of us continue to do those sorts of things that we did from the day that Ed passed to today. .

So the news is good. And the news is positive moving forward. You'll hear more about this. But let me turn it over to Sam, and he can tell you more detail about the actual quarter and then we'll come back to you afterwards.

Sam?.

Thank you, Warren. This call will contain forward-looking statements about our future performance and results of operations that involve risks and uncertainties that are described in the Risk Factors section of our most recent Form 10-K. This call will also contain a discussion of certain non-GAAP financial measures.

Reconciliation for all the non-GAAP financial measures to the most directly comparable GAAP measure are attached in the selected financial data tables. .

First, I want to take a minute, as Warren did, to recognize the loss of Ed Christian, Saga's Founder, Chairman, President, CEO and inspirational leader since Saga was founded in 1986. It's not only a loss for Saga but for the entire radio industry.

This earnings call actually is my 100th call that I will have participated in since joining Saga as CFO in 1997. It will only be the second one that I have done without Ed. And that -- and all this week, that's been amazing me that 98 of 100 calls were the 2 of us together. .

As all of you have heard and know from past calls, Ed never liked reporting adjusted numbers. However, it is important that we do so, and we did so in the press release for this quarter as the purely reported numbers do not reflect Saga's strong operational performance as well as our extremely strong financial strength. .

With that in mind, for the quarter ended September 30, 2022, net revenue increased 3.9% to $30 million compared to $28.8 million last year. Gross political revenue during the quarter was $858,000 compared to $256,000 for the same period last year. Without political, gross revenue increased 2.3%.

Station operating expense increased 2.8% to $22.3 million for the 3-month period. Station operating income increased 4.1% to $8.9 million. Operating income was $1.1 million and free cash flow was $1.6 million for the quarter. We had a net loss for the third quarter of $104,000. .

As a result of Ed's passing, Saga was required to make several payments to his estate as outlined in his employment agreement. These expenses were accrued during the third quarter, increasing the reported corporate general and administrative line item by $3.8 million for both the quarter and the 9-month period.

Without these expenses, operating income would have increased 5.8% to $4.9 million compared to $4.6 million for the same period last year. .

Free cash flow would have increased 36.5% to $5.4 million compared to $4 million last year and net income would have increased 7.9% to $3.7 million. This compares to $3.5 million for the third quarter of 2021.

With the adjustment, diluted earnings per share would have been $0.62 per share this quarter as compared to $0.58 per share for the same quarter last year. .

For the 9-month period ended September 30, 2022, net revenue increased 7% to $84.8 million compared to $79.2 million for the same period last year. Gross political revenue during the 9-month period was $1.8 million compared to $894,000 for the same period last year. Without political, gross revenue increased 6.1%.

So we had a very strong quarter and have had a very strong year even without the political revenue, although the political revenue is always a nice stimulus to have. Station operating expense increased 4.9% to $64.6 million for the 9-month period. Station operating income increased 9.6% to $23.7 million, while operating income was $8.1 million. .

Free cash flow was $6.7 million for the period. Net income for the first 9 months was $4.9 million. Adjusted for the $3.8 million in increased corporate general and administrative expenses, as previously discussed, operating income would have increased 18.4% to $12 million compared to $10.1 million for the same period last year.

Free cash flow would have increased 5.9% to $10.5 million compared to $9.9 million last year. And net income would have increased 17.3% to $8.8 million. This compares to $7.5 million for the third quarter of 2021. Diluted earnings per share would have been $1.45 for the 9-month period as compared to $1.25 for the same period last year. .

Capital expenditures for the quarter were $1.2 million, which is basically flat with the same period last year and $4.7 million for the 9-month period compared to $2.7 million for the same period last year. The increase in our CapEx of approximately $2 million for the 9-month period is primarily due to two projects. .

As discussed in our second quarter earnings call, capital expenditure includes $1.1 million for the purchase of a building in Norfolk that we will be converting to office and studio facilities, allowing us to exit the current leased space we have. This will be a sizable cost savings for our Norfolk operations over the upcoming years.

We also completed work on our new studio building in the Gainesville-Ocala market with approximately $800,000 being spent this year. We still expect to spend approximately $5.5 million to $6 million for capital expenditures in 2022. .

Fourth quarter '22 is currently pacing ahead of the same period last year by approximately 3.5% to 4%, although we continue to watch the current interest rate environment, the potential recession on the horizon and the ongoing global turmoil.

As I stated in the second quarter, in reality, everything is still week-by-week, month-by-month and sometimes even day-by-day as we watch out the economic turbulence factors in. .

We paid a quarterly dividend of $0.25 per share and a special dividend of $2 per share to our shareholders on October 21, 2022. The aggregate amount of the quarterly and special dividend was approximately $13.6 million. Saga paid its first special dividend on December 3, 2012, and has now paid out over $93 million in dividends over the past 10 years. .

The company continues to pay -- intends to continue to pay regular quarterly cash dividends in the future.

And consistent with our strategic objective of maintaining a strong balance sheet and, at the same time, returning value to our shareholders, the Board of Directors will also continue to consider declaring special cash dividends, establishing a variable dividend policy and as well as stock buybacks in the future. .

Our balance sheet shows $58.3 million in cash and short-term investments as of September 30, 2022. As of October 31, we have $45.3 million of cash and short-term investments on hand.

The reduction in cash is primarily due to the $13.6 million dividend paid on October 21 and the $2 million paid to Ed's estate as part of the $3.8 million accrual previously discussed. .

We currently expect that our station operating expense will increase by approximately 5% to 7% for the year as compared to 2021. This includes additional sales commissions and music license fees based on our revenue growth as well as increases in our cost of sales surveys and overall expenses as a result of inflation.

Our tax rate is expected to be 28% to 30% with a deferral tax of approximately 5% to 7%, resulting in an annualized tax rate of approximately 34% to 36%. The tax rate in quarter 3 was a direct result of the $3.8 million nondeductible expenses we accrued as a result of Ed's passing. .

With that, I'll turn the call back over to Warren and Chris. .

Thank you, Sam. Let me just go on with a little story, which is how I felt when I was asked to come back and fulfill the interim President and CEO position. And the first thing I would tell you is that it truly, truly has and is an honor to do this. I've been with Saga for 32 years now. They've been fantastic 32 years.

When I retired, I was appointed a Board member and have been an active Board member for the past 4.5 years. .

On the day I walked into Ed's office, I sat on the sofa with the lights off because it was just filled with so many good memories about conversations I had with him, decisions that we made together, the growth of the company and so on and so forth. But I kind of was, honestly, a little bit of a basket case that first day. I walked out of the office.

I wandered around the halls, talked to everybody in the office. On day 2, I finally turned the lights on, and I sat on my desk. And by about noon, I began to feel like the Maytag repairman. .

If you remember that ad campaign for some time ago, the Maytag repairman was the guy who because Maytag manufactured, according to them at least, such a fantastic washer and dryer, he really didn't have too much to do. So he sat around waiting for somebody to call to fix the washer and dryer.

It's kind of an exaggeration, but I kind of felt a little bit like the Maytag repairman on the second day that I was here, which is really a testament to the strength of our operation and to the way it has been managed and run for its entire history. .

In addition to that, on Ed's door, on the bottom of the door, there is a large tortoise. Because we'd frequently talk about the fable of the race between the tortoise and the hare.

And the tortoise would always end up crossing the finish line first because the hare right out of the chute would run, was overconfident, would zig, would zag, would do a lot of different things. And the tortoise just kind of kept a low profile and kept his nose to the ground and kept on plodding forward at 2 miles an hour.

But when it came time to the finish line, the tortoise always beats the hare. .

And I take a look at Saga, and when I walked in here, we had a substantial amount of cash in the bank. We really do not have and have not had any significant operational problems. And we are able to return to our shareholders a pretty healthy dividend. And as Sam mentioned, we continue to revisit that. And the saga continues. We've always been stable.

We are stable now. We've always had extraordinary people. We have not had at all an exodus of people with Ed leaving. .

In fact, if there's anything, there is a heightened passion for continuing on with this journey, to continuing doing what we've done as a company, which is be exemplary broadcasters, good stewards of the licenses, finding ways to touch audiences through on air, whether it's on air, on stream, and touch our audiences now over the past several years through digital interaction with them.

None of this happened by accident. There's been a system to everything that we've done. And we do run the company with a fair amount of discipline, a very high expectation level set. .

And the people that we have working for us expect them. And we have people working for us now that have been working for us for a very, very long period of time. I normally wouldn't do this because it might be at the risk of embarrassing some people, but I'm going to do it because of the circumstances here.

And I'll start right in Grosse Pointe Farms, where our corporate office is, where our senior management is, our vice presidents, our accounting department, internal audit, IT, engineering, programming, digital, facilities management, HR, operations. Most of the people here have been here for a very long period of time. .

Some could say, "Well, that's maybe not good because you stagnate. Maybe that's not good because you lose the energy." And what I can tell you, and the results of this quarter and the results of this year and the results of our history kind of bears it out, none of us have lost any energy, none of us have taken for granted the roles that we play.

And we're quite aware of the responsibility we have. And I would say that the numbers that Sam just reported reflect kind of the culture of the company, which has contributed towards our ability quarter-after-quarter to do reasonably well. .

And in a sector and an industry that you hear stories about not great things happening financially, really not the case whatsoever with Saga. And again, that all comes because -- that all happens because of our people showing up to work every day and wanting to do a good job in doing it. I will -- we have -- everyone who works here is extraordinary.

Everyone who works here is extraordinary. .

There is one person, Cathy Bobinski, who I kind of call the secret sauce of Saga. And I call her the secret sauce because she sits in her office and she surrounds herself all day long with numbers. And Sam and Chris and I and others sort of go into her office almost every day and sit down and talk to her.

And she is the person who kind of has her eye on things financially in ways that we might not because we're too close to the forest to see the trees, and Cathy shows us the trees. So special thanks to her, and also a special thanks to everybody who is in the Grosse Pointe Farms office. And without them, we could not be doing what we're doing. .

Same goes -- the same holds true with our stations. We have stations in a number of different markets. We have on-air personalities, programming people, salespeople, digital people, IT, our business admin, HR, promotion, engineering. As in the corporate office, I started thinking about it.

And I would -- it's probably not the majority, but an overwhelming number of people have been with us for a long time, not because we're necessarily the easiest place to work. In fact, we're not the easiest place to work.

But what we provide are the tools, the environment to do extraordinary broadcasting through new and innovative digital pathways to touch our audience as well. And it has been consistent year after year after year. .

And again, just looking at this quarter, which I am proud of and we are proud of, it all comes because of the people that are behind it. There's a woman named Lisa Norton in Portland, Maine, who's one of our salespeople who I met for the first time, I think, about 25 years ago.

She wrote me a note the other day just saying she wanted me to know that she continues, after 25 years as a salesperson, to be extraordinarily energized. I talked to her general manager in Portland, Phil Zachary.

And he said, "Yes, Lisa is doing just great." And she is one of many, and she's emblematic of the one of many that we have not only in Portland but in many of our markets as well. .

There's a gentleman by the name of Gerry Perrett, who's a production director. A production director is the person who is in charge basically with all things that go on air, whether it's advertising, promo spots, you name it, he does it. Gerry was with Saga before I was with Saga and is retiring this year.

And he sits pretty much 8 to 9 hours a day in a production room and makes magic come out of the speakers or come out of the cell phones or come out of however people are listening to us. And while he is leaving, he will then be supplanted by other people in our company who have been with us also for 20, 30 years. .

A manager in Milwaukee, Bob Bellini, who's our general manager there. Bob started with us as a program director. A number of years ago, he became our general manager. I don't know how many years he's been with us, but it's been a long time. And it's people like Bob and Gerry and Lisa that help propel us to the position that we are in today.

And while we're on our first call, as Sam mentioned, without Ed on it, I can assure everybody that this company is as solid as it ever has been. And we continue to focus on local programming. We continue to find new ways to engage our audience, whether it's on air or through a digital manifestation of that. And we will continue to do that. .

I also just want to thank our shareholders, many of them long-term holders as well, one in particular has been with us since the inception of Saga. And they've put their trust in us to run this operation the way that they would want to see it run.

And because of the way that they invest with us, which are really as investors, it just helps us quite a bit in remaining stable and not having to deal with other things that can happen when the investment community is not necessarily happy with you. .

I want to also thank Katz Media. Katz is our national rep. They've been with us from day 1. Mark Gray, President of Katz Media; Chad Brown, President of Katz Radio, these gentlemen and that organization are partners of ours, and they are a significant reason why we continue to do as well as we have.

And just anecdotally, Sam always reminds me, "Never say numbers that you can't back up." But they're doing a pretty good job for us. I really do appreciate their work. .

They reached out to us right after Ed passed away to assure us that they will continue to focus on our company the way they always have, and they've done that. And we have two gentlemen who work for us, Bruce Werner and Tom Howe, who are our liaisons with Katz. They also have been with us for an extremely long period of time.

And because of that national component to our revenue stream, we continue to be able to report good earnings for you. .

So the saga is going to continue. We will announce soon my replacement, and we will appoint a permanent President and CEO. I have undergone, along with support with the Board in a process that we established, a comprehensive search. It's been an interesting one.

We've looked at external candidates, a lot of whom are what I would call names in the industry, both for private and for public companies. And I've had an interesting and positive time in dialoguing.

A lot of people who work for companies that are larger than Saga in terms of revenue or numbers of stations seem to be quite interested in talking to us about Saga because we are somewhat unique in our industry. So I've had some very good dialogue and very good candidates to consider. .

And we also have a very strong bench internally and have spent quite a bit of time internally taking a look at what would work best if we were to promote somebody from within to that position and what would that individual bring to the table as compared to somebody coming in from outside. So the results of that will soon be announced.

Please stay tuned. I appreciate everyone being patient. But it will not be too long before you hear about that. .

So we continue to perform well. We have already started to establish our strategy and direction for next year. I'd be remiss because it seems like if you don't mention how you're going to grow and include digital with that, we're not doing the job. And I actually kind of agree with that.

I think digital will continue to -- is already a growing segment of our company, will be an even bigger segment of our company over the next few years. Chris is going to talk a little bit more about that in a minute. .

We were just brainstorming one idea recently about establishing, because of the dearth of good local newspapers with Gannett closing up in nine of our markets, their operations will basically be a one reporter-type operation and where we have the ability, where we have relationships in the community, not necessarily stations that have news departments, but we can establish that.

We are looking around at ways to digitally deliver news in markets. We have a couple of beta markets that are already fairly well-established, and we have a model for that. We're going to take a look at that for next year and the remainder of this year as one of growth opportunity, and there will be more. .

So the news is not good news relative to our Founder, Chairman, President and CEO passing away. I deeply miss him. But I am also very energized as is all of Saga to continue to do the kind of work that we've been doing. .

With that, I'll turn it over to Chris Forgy. .

Thank you, Warren. As Sam has pointed out a couple of different times, I'm serving as the color commentary to you, as a play-by-play guy, Warren. So I'll give a little color to some of the things we've talked about. And I'll keep my remarks brief.

However, I would be remiss if I didn't address Ed's passing and the impact that it's had in the context of our operations. .

When a beloved forever leader like Ed Christian is lost, the members of that leadership team sometimes find themselves lost as well, "Where do we turn? Who do we go to? Oh, my gosh, what are we going to do now?" Not in Saga.

We have the strongest, most capable leadership, not I think, I know, I've ever been around in my 24 years in Saga without question.

Our culture is so established and ingrained in the hearts and minds of our people that they're all moving ahead in a north compass, I would call it, with a renewed sense of purpose and resolve to finish what we started and what Ed was not able to finish with us. .

This type of resolve and behavior is a tribute to our ongoing Saga culture. And it's strong, as Warren pointed out, and it's a credit to the leadership of our team in our markets. We have a picture that hangs in all of our general managers' markets that we sent out to all of them.

And the picture hanging on the wall simply says, "We cannot direct the wind, but we can adjust the sails." And so we deal a lot in the things that we can control. We call them the controllables. .

And there are really three revenue silos that we look at from that perspective. And one is local direct business, business that is not affected by an advertising agency; number two, NTR, nontraditional radio, typically they're event-type business; and finally, our digital platform. And I wanted to give you a little bit of color on that.

But before I do that, we've also found another emerging revenue silo, and Warren referenced it in his early remarks. And that's in the area of our national. We mentioned Tom Howe and Bruce Werner. And I'd also like to mention Christine Travaglini, who is also a big part of that team. .

But from a national perspective, you would say, "Well, we don't really have a lot of control over that." Well, I tend to disagree because I think it's not so much what you do, it's how you do it.

And when you look at the team that's created with Tom Howe and Bruce Werner and Mark Gray and Chad Brown and Christine and the way they work together with the customers, with the buyers in the market, it becomes more of a controllable because of the way that they impact the business and the way that they build relationships inside of the buildings and the businesses that they're working with.

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And that, too, has become a little more of a controllable for us and will get more and more attention as we move forward. And just to give you an idea, nonpolitical, Saga's national performance is very strong right now in a climate where most broadcast companies are down significantly in national business. And that's in nonpolitical. .

So getting back to the controllables themselves for the quarter. Local direct, to give you a little reference there, we do almost $5 million more in local direct business during the quarter than we did in local agency business. In NTR for the quarter, nontraditional revenue, we were up $350,000 or 21%.

And in digital revenue, our most emerging category, we're up over $350,000 and up 14%. .

So those are our controllable categories. And just to give you a little idea of how we impact those, on this call last year at the end of 2021 or beginning of '22, I reported that we had produced in 2021, 21,000 spec spots that year.

Spec spot is a commercial that is done on a speculative basis to play for a customer to let them hear what it might sound like if they were to communicate their message on our radio stations in our markets to the local community. We produced 21,000 of those last year. And we're on track to surpass that number in 2022.

In fact, in Q3, we produced and presented nearly 6,400 spec spots with a closing ratio well north of 30%. That's impressive. .

In fact, one example of that and then I'll close is that we had a brand-new seller, a very talented seller. And we spend a lot of time on the front end of the onboarding process of our sales talent in evaluating talent.

And we determine if they're talented enough to be there, then it's on us to be sure that we provide the environment to make sure they're successful. And we hired a brand-new seller in Charlottesville, Virginia. Her name is Whitney Tedford. Never sold anything, never earned $1 selling on a commission basis.

She went through our training with our general manager, Garrett Klingel, there. And she identified a prospect, researched the prospect, produced a spec spot, made a cold call. .

Cold call is a call that you've never met the individual before in your life, and you walk in cold and do a cold call with that client. She was well-prepared, like I said, did research, played the spec spot [indiscernible], closed a long-term schedule on her very first call. So the day before yesterday, she celebrated her first sale with Saga.

And our next question was, "When are you going to go get another one?" And so she is excited and as all of our team members are for the challenges ahead and what we can do in the spirit of what Ed would want us to do. .

That's all I had, Warren. .

Thank you, Chris.

Sam, do you have any questions or -- from the people on this call?.

Yes, we did get some questions sent in ahead of time, questions about local versus national, political revenue, digital revenue, fourth quarter pacing. All of these, I think, we've already answered or addressed in your comments, my comments, Chris' comments. We did get a couple of questions, which I'll address now.

One was about acquisitions and what the market for acquisitions are and what we're seeing in the market. .

And I would tell you as Ed did in the second quarter as well, something very similar, that the market for acquisitions is not currently very active, mostly due to the turbulent economic conditions that exist throughout the economy. It's very difficult to establish a sale or a purchase price, given that market turbulence.

That said, we will always look at acquisitions anytime that they make sense and would be accretive to the company. .

Ed ingrained in all of us, and all of us here have been here quite a while, Ed has ingrained in all of us how to look at acquisitions, not just as where you're going to be when you make the acquisition relative to it being accretive, but where you're going to be in 6 months, 12 months, 5 years, 10 years relative to that acquisition.

And that philosophy and that ingrained thought process has not changed and will not change going forward if the market does open up and present appropriate acquisition opportunities. .

We also got a question that we had not addressed so far about dividends and stock buybacks and how we consider them. And we've got several questions on that, as you can imagine. .

But we have done both dividends and stock buybacks in the past. And our Board will continue to consider both these methods of returning value to shareholders in the future.

Both of these avenues are considered regularly at Board meetings, between Board meetings and conversations here with thought given to what our stock price is, what the stock float is, what the trading patterns have been, what our cash balances are, what acquisition opportunities are there and a lot of other things that go into that consideration. .

And I believe if you stay tuned as shareholders for the near future, you'll continue to see and hear more on these subjects as you have recently with the special dividend we just did of $2 million that was paid on October 21, along with the $2 million -- sorry, $2 per share that was paid on October 21, along with our regular quarterly dividend of $0.25 a share.

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And with that, I think we're in good shape to wrap up. And Holly, we'll turn it back over to you to let you wrap up the call. .

Thank you, ladies and gentlemen. This does conclude today's conference call. You may disconnect your phone lines at this time, and have a wonderful day. Thank you for your participation. .

Thank you, Holly..