Seeking Alpha • Aug 29
Saga Communications: An Acquisition Target?
Summary
After the CEO's passing, current super-voting shares at Saga Communications have reverted to normal Class A shares.
Saga owns a significant portion of their infrastructure and generates attractive levels of free cash flow from these assets.
At a high level, I expect a sale of the business could generate $31-$51 per share.
Saga Communications (SGA) is a closely held, small-market radio broadcaster. The stock has long been viewed as "cheap" when you consider their real estate assets, free cash flow generation, and high cash balance. Despite this, historic stock performance has left much to be desired:
Seeking Alpha
However, due to the recent passing of their CEO, Ed Christian, the business appears positioned for a value-unlocking event. The pioneering CEO held voting control over the company and as a result of his passing, the following has changed per the recent 8-K:
As of the date of his passing on August 19, 2022, Edward K. Christian held approximately 65% of the combined voting power of the Company’s Common Stock based on Class B Common Stock generally being entitled to ten votes per share. As a result, Mr. Christian was generally able to control the vote on most matters submitted to the vote of stockholders and, therefore, was able to direct our management and policies, except with respect to (i) the election of the two Class A directors, (ii) those matters where the shares of our Class B Common Stock are only entitled to one vote per share, and (iii) other matters requiring a class vote under the provisions of our certificate of incorporation, bylaws or applicable law.
Mr. Christian’s passing and the resultant transfer of his Class B shares into an estate planning trust results in an automatic conversion of each Class B Share he held into one fully paid and non-assessable Class A Share. Upon the settling of Mr. Christian’s estate, the Edward K. Christian Trust u/a/d/ December 29, 1998, will be the owner of 965,149 shares of Class A Common Stock, which represents approximately 15.95% of the Company’s outstanding Common Stock when accounting for the conversion of Class B shares to Class A Shares. Michael Dallaire, Esquire (Mr. Christian’s nephew) and Judith A. Christian (Mr. Christian’s spouse) are co-trustees of the trust.
As outlined, the voting dynamic at SGA will drastically change. The super-voting Class B shares convert to Class A shares, leaving a single class of 6.0m total shares. Major shareholders have a new voice in the operations of the company:
TowerView –19.4% of pro-forma Class A (and ~15% of Daniel Tisch’s holdings)
T. Rowe Price, Dimensional, & FMR – 26.6% of pro-forma Class A
Gate City – 5.2% of pro-forma Class A
This is particularly unique as peer public radio businesses are closely held with voting rights not evenly distributed - including Townsquare Media (TSQ) and Audacy (AUD). This wrinkle seems to discourage investment in the space and depress valuations. With Saga now open for activist involvement, I suspect a move will be made to unlock value.
In this vein, TowerView has already filed an updated form 13, with cryptic commentary not present in their prior form 13:
TowerView may in the future have conversations with members of the Board of Directors, senior management of the Company or others regarding the future direction of the Company.
Valuation Build
Saga has earned $22.2m of EBITDA in the trailing twelve months (I include “non-cash” compensation vs the $23.5m figure reported by SGA). They grew EBITDA about 15% in the first six months of FY22 vs FY21 as well, a great sign that the business isn’t too much of a melting ice cube.
Adjusting for $2m of cash taxes and $5m of maintenance CapEx, Saga is about a $15m FCF business in its current form. There is about $10m of SG&A also running through the income statement, of which $3.2m alone in FY21 related to the CEO’s compensation (clearly excessive with CFO and Ops President both earning ~$500k by comparison). We assume most of this corporate expense could be a synergy in a transaction.
Also, real estate. Per the 10-K:
As of December 31, 2021, the studios and offices of 25 of our 28 operating locations, including our corporate headquarters in Michigan, are located in facilities we own. The remaining studios and offices are located in leased facilities with lease terms that expire in 0.7 years to 2.9 years. We own or lease our transmitter and antenna sites, with lease terms that expire in 1 year to 69 years.”
Owned PP&E were carried on the balance sheet at $54.3m as of Jun-22, net of depreciation, and the gross carrying value of the land, buildings, and towers exceeds $75m. There has only been one recent sale of real estate:
“During the first quarter of 2020, we sold land and a building on one of our tower sites in our Bellingham, Washington market for approximately $1,700,000 to Talbot Real Estate, LLC resulting in a $1,400,000 gain on the sale of assets."
This is noteworthy as tower sites are rather valuable, and SGA still owns some. I don’t believe all of SGA’s properties could be sold for a 400% gain on book value, but I’m comfortable assuming they are worth at least the stated book value, and could be worth over $100m.