Gate City Withdraws Saga Board Nominees; Critical of Company’s Direction
In a filing with the Securities and Exchange Commission, Gate City Capital Management LLC revealed it is withdrawing its nominees to the board of Saga Communications as Saga requested. Founder and portfolio manager Michael Melby states, “The continued pursuit of our Nominees would not be in the best interest of Gate City or the Company’s shareholders at this time. Gate City appreciated the opportunity to
communicate directly with the Company’s management and directors regarding our views and concerns.” Gate City owns an almost 14% stake in Saga. Melby expresses Gate City’s concerns about Saga, saying, “Gate City’s decision to nominate directors was based on our belief that Saga was determined to pursue its Digital Transformation regardless of the negative impact the transformation could have on Saga’s profitability, cash flow, and share price. Our determination was made following careful analysis and nearly nine months of conversations with the Company’s senior leadership and Board. We repeatedly expressed our concerns
that Saga lacked the expertise, and the competitive advantages required to succeed in the low-margin and highly competitive digital advertising space. The pursuit of the Digital Transformation would also divert time, attention, and resources away from the Saga’s core broadcast business, where Saga has competitive advantages and earns high incremental margins. Saga also failed to provide investors with any meaningful financial targets or metrics associated with the Digital Transformation including expectations for incremental revenues, costs, margins, and return on investment. Our recommendation that Saga partner with a digitally-savvy company with the capability and experience to execute Saga’s digital strategy without the added costs and risks associated with the transformation was also dismissed.” Melby’s criticism of Saga Communications’ business strategy continues, “In 2024, the Company’s station operating income fell 23.1% year-over-year to $21.1 million, the Company’s operating income fell 79% year-over-year to $2.4 million, and the Company’s operating profit margin fell to 2.1% in 2024 from 10.2% in 2023, a decline of over 800 bps. To make matters worse, this deterioration in financial results occurred during a presidential election year, when Saga should benefit from elevated levels of political spending. Our concern that the pursuit of the Digital Transformation strategy could detract from the Company’s highly profitable broadcast business also appears prescient. On Saga’s Q4 2024 earnings call, the Company noted that it generated $3.3 million in political revenue in 2024. Saga’s 2024 political advertising revenue declined 52% from the $6.9 million generated in 2020 (the last presidential election year) and also fell from the $3.6 million generated in the 2022 midterm election year. The Company’s two largest stations by revenue are located in the battleground states of Ohio and Wisconsin, calling into question the Company’s explanation that Saga’s stations were not in the correct markets. In addition to posting poor financial results, on March 18, 2025, Saga issued a financial filing stating that the Company would be unable to file its 10-K annual report in a timely fashion. This filing further highlights the potential challenges faced by the Company in executing the Digital Transformation.” You can find the full text of Gate City’s filing with the SEC here.

to the same period last year. Saga reports net income of $1.3 million for the quarter compared to net income of $2.5 million for the fourth quarter last year. For the full year of 2024, net revenue was $110.3 million, a decrease of 2.2% from the full year 2023. Net income was $3.5 million for the full year of 2024 compared to $9.5 million for the full year of 2023.
acquisition of five radio stations and one translator in Lafayette, Indiana on May 31, 2024, and that the stations were operated by Saga for one month during the second quarter of 2024. Saga paid a quarterly dividend of $0.25 per share on June 28, 2024. The aggregate amount of the quarterly dividend was approximately $1.6 million. To date, Saga has paid over $132 million in dividends to shareholders since the first special dividend was paid in 2012. Saga’s balance sheet reflects $24.1 million in cash and short-term investments as of June 30, 2024, and $26.2 million as of August 5, 2024.
passion to continue SRG’s long tradition into the future. The person for this position will need to live in Spencer, Iowa (or surrounding area). We need someone who understands small-market, local radio and is willing to be involved in the community. Knowledge of radio automation software, adobe audition, word press, and general computer experience is preferred. We value creativity and the desire to win! Duties for this position include (but not limited to): 1) Gathering, writing and reading local news stories; 2) Covering some meetings/events; 3) Conducting on-air interviews; 4) Anchoring LIVE, local, severe weather coverage; 5) Compiling/recording local weather data for National Weather Service; 6) Read LIVE market updates on air; 7) Posting local content on our websites/social media platforms. Send your resume and demo to operations manager Kevin Tlam at
discussions and analysis of local issues.” Charlottesville Radio Group operations manager and WINA program director Paul McDaniel says, “We are thrilled to extend ‘The Schilling Show’ by an hour each weekday. Rob’s ability to connect with the audience and provide insightful commentary has made the show a cornerstone of our programming. This expansion is a testament to his unparalleled work and the loyalty of his listeners.” Schilling comments, “I’m grateful for the opportunity to spend more time daily with my loyal listening audience as we further explore and examine pressing issues of the day. This additional hour will allow for more compelling guests, more in-depth analysis, and most importantly, more time for WINA listeners to engage with their community.”
million. At the time the deal was announced in February, Saga Communications president and CEO Chris Forgy stated, “We regretted missing the opportunity to acquire these stations a number of years ago when the Neuhoff family acquired them. These stations are a great fit for Saga. We see a lot of opportunity with these stations and this market and are pleased that the family has decided to entrust Saga with continuing these station’s long-standing heritage of serving the Greater Lafayette region. Saga intends to continue building its business in radio by identifying and acquiring middle market stations in dynamic communities.” KALIL & CO., INC was the exclusive broker.
first quarter compared to the net income of $920,000 it reported in Q1 of 2023. Saga adds that its balance sheet reflects $28.8 million in cash and short-term investments as of March 31, 2024 and $23.7 million as of May 6, 2024. The company expects to spend approximately $5.0 – $5.5 million for capital expenditures during 2024.
They seek someone who understands small-market, local radio and is willing to be involved in the community. Knowledge of radio automation software, Adobe audition, WordPress, and general computer experience is preferred. SRG offers paid vacation and great benefits including – health, vision, dental and 401K. Send your resume and demo! No phone calls. No voicetrack inquiries. Saga Communications of Iowa, LLC is an EOE. Kevin Tlam, Operations Manager, Spencer Radio Group, P.O. Box 260, Spencer, Iowa 51301
comment as part of his Q4 2023 earnings call yesterday (3/7). The company is already operating ClarksvilleNow.com in the Clarksville, Tennessee market and had forecast to have more markets up and running by the end of this year. He says, “As of today, I’m pleased to announce that we have already generated over $1 million in prebooked revenue for 2024, and the year-end timeline has been accelerated to have not 16 but 18 markets online by the end of – not the end of the year – but by the end of quarter two.”
. Saga Communications president and CEO Chris Forgy comments, “We regretted missing the opportunity to acquire these stations a number of years ago when the Neuhoff family acquired them. These stations are a great fit for Saga. We see a lot of opportunity with these stations and this market and are pleased that the family has decided to entrust Saga with continuing these station’s long-standing heritage of serving the Greater Lafayette region. Saga intends to continue building its business in radio by identifying and acquiring middle market stations in dynamic communities.” KALIL & CO., INC was the exclusive broker.
February 20, 2024. The aggregate amount of the payment to be made in connection with the quarterly dividend will be approximately $1.6 million. The quarterly dividend will be funded by cash on the company’s balance sheet. Including this dividend, the company will have paid approximately $127 million in dividends to shareholders since the first special dividend was paid in 2012.
compared to $1.1 million for the same quarter last year and station operating income (a non-GAAP financial measure) decreased 14.7% to $7.6 million. Saga reports a net income of $2.7 million for Q3 2023 compared to the net loss of $104,000 it reported a year ago. The company’s balance sheet reflects $41.7 million in cash and short-term investments as of September 30, 2023. Saga also announces that it is paying a quarterly dividend of $0.25 per share on November 3, 2023 to shareholders of record as of October 11, 2023. The aggregate amount of the quarterly dividend will be approximately $1.5 million.
personalities, programmers and operators who contributed with greatness to the radio industry and have since passed away. The 2023 class includes: talk radio personality Bob Grant, Saga Communications chief Ed Christian, and talk personality Long John Nebel. Radio Hall of Fame co-chair Kraig T. Kitchin comments, “It’s heartfelt recognition to see these individuals and their career contributions to the radio industry recognized with this induction. They’ve made a forever impact on the audiences and businesses they interacted with and for that, we’re grateful.”
worked at Saga Communications’ Bellingham, Washington stations for decades hosting his program “The Zone” on both news/talk KGMI-AM and sports talk KPUG-AM. Saga says, “He was a skilled broadcaster of sports at all levels, but was especially known for his knowledge of and dedication to Whatcom County high school teams, their athletes and coaches. His family thanks the community for their outpouring of support, and says they’ll announce plans for a memorial in coming days.”
compared to net income of $3.8 million for the second quarter last year – a decline of 12.3% – although it should be noted that Saga is the only radio company thus far to report net income – as opposed to a net loss – during the second quarter. Saga Communications stock pays dividends and during Q2 of 2023 it paid a quarterly dividend of $0.25 per share on June 16, 2023. The aggregate amount of the quarterly dividend was approximately $1.5 million. To date Saga has paid over $109 million in dividends to shareholders since the first special dividend was paid in 2012. Saga’s balance sheet reflects $34.4 million in cash and short-term investments as of June 30, 2023. The company carries no long-term debt.
quarter to $21.7 million compared to the same period last year. A significant part of the increase in station operating expense for the quarter was due to a $272 thousand increase in our self-insured health care costs and a $446 thousand increase in employee compensation, including payroll taxes at the station level. After a number of years of holding the company’s compensation expenses flat, we decided that adjustments in our employee compensation were warranted in consideration of the economic times and inflationary environment.”
$108.3 million for the full year of 2021. Although net income rose almost 16% to $4.27 million in Q4 of 2022, Saga’s net income dipped 17.5% to $9.2 million for the full year of 2022. The company adds, “Despite strong underlying performance the results were impacted by one-time payments during the 3rd quarter related to the passing in August of our founder Ed Christian. As a result of Ed Christian’s passing, the company was required to make several payments to his estate as outlined in his employment agreement. Without these expenses operating income would have increased 12.3% to $16.9 million, free cash flow would have been approximately flat with last year at $13.6 million and net income would have increased 16.8% to $13 million.”
since the first special dividend was paid in 2012. The board also adopts a new variable dividend policy for the allocation of cash flows aligned with the company’s goals of maintaining a strong balance sheet, increasing cash returns to shareholders, and continuing to grow the company through strategic acquisitions. Under the new policy, in addition to any quarterly and special dividends paid, the company will declare an additional dividend in the second quarter of each year of 70% of the preceding year’s annual Free
Cash Flow, as reported in the company’s fourth quarter earnings release, net of acquisitions, special and quarterly dividends, debt paydowns and debt issuance costs, and stock buybacks. Saga president and CEO Christopher Forgy states, “We are very pleased that our strong capital position and operating performance allowed us to declare another regular quarterly cash dividend and a special cash dividend. We are excited to continue our commitment to provide a meaningful cash return to our shareholders through the declarations of these dividends. In addition, we have made tremendous progress during what has been a period of transition for our board of directors and executive management team. Our sustained financial strength has put us in a position to meet operational goals and to support efforts to return value to our shareholders. The cash dividends announced today, along with the new variable dividend policy, express the confidence of our board of directors and executive management team in Saga’s future.”