UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): APRIL 29, 2003 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
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99.1 Press Release dated April 29, 2003. ITEM 9. REGULATION FD DISCLOSURE. On April 29, 2003, Saga Communications, Inc. issued a press release announcing its financial results for the three months ended March 31, 2003. The press release, dated April 29, 2003, is attached as Exhibit 99.1 to this Form 8-K. The information furnished in this Item 9 (which is furnished under Item 12) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. See Item 9. 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. Date: April 29, 2003 By: /s/ Samuel D. Bush ----------------------------------------- Samuel D. Bush Senior Vice President, Chief Financial Officer and Treasurer
INDEX OF EXHIBITS EXHIBIT NO. DESCRIPTION ----------- ------------------------------------ 99.1 Press Release dated April 29, 2003.
EXHIBIT 99.1 [SAGA COMMUNICATIONS, INC. LOGO] 73 KERCHEVAL SUITE 201 GROSSE POINTS FARMS, MI 48236 (313)886.7070 FAX (313) 886.7150 SAGA COMMUNICATIONS, INC. REPORTS 1ST QUARTER RESULTS AND CONFIRMS 2003 GUIDANCE CONTACT: Samuel D. Bush 313/886-7070 Grosse Pointe Farms, MI -- April 29, 2003 -- Saga Communications, Inc. (AMEX-SGA) today announced its first quarter operating results. For the quarter ended March 31, 2003, net revenue increased 9.3% over the comparable period in 2002 to approximately $26.1 million. Station Operating Income (station operating income before depreciation and amortization) increased .5% to approximately $7.3 million for the quarter. Net Income decreased to $1.7 million from $1.8 million ($.08 per share on a fully diluted basis for the quarter ended March 31, 2003 compared to $.09 for the quarter ended March 31, 2002). Free cash flow (defined as net income plus depreciation, amortization and deferred taxes less capital expenditures) for the quarter was $1.4 million. On a same station basis, net revenue increased $438 thousand to approximately $24.3 million and station operating income decreased $38 thousand to $7.2 million compared to the same period last year. Operating performance for the quarter reflects anomalies in radio and television advertising spending patterns, primarily during the month of March. Station operating income and free cash flow are generally recognized by the broadcasting industry as measures of performance and are used by analysts who report on the industry to provide meaningful comparisons between broadcasting groups, as well as an indicator of their market value. Station operating income and free cash flow are not a measure of liquidity or of performance in accordance with generally accepted accounting principles (GAAP), and should be viewed as a supplement to and not a substitute for the results of operations presented on a GAAP basis. The attached Selected Supplemental Financial Data table discloses as reported, same station and pro forma information by segment. The as reported amounts reflect our historical financial results and include the results of operations for stations that we did not own for the entire comparable period. The same station amounts reflect only the results of operations for stations that we owned for the entire comparable period. The pro forma amounts assume the 2002 acquisitions occurred as of January 1, 2002.
Additionally, Saga is releasing its financial expectations for the year 2003. With the adoption of Regulation FD by the Securities and Exchange Commission, the Company is providing guidance in order to widely disseminate the Company's outlook for the remainder of 2003. This guidance is based on the economic and market conditions as of April 29, 2003. The Company can give no assurance as to whether these conditions will continue, or if they change, how such changes may affect the Company's current expectations. While Saga may from time to time issue updated guidance, it assumes no obligation to do so. For the quarter ending June 30, 2003, the Company expects net revenues of approximately $31.0 - $32.0 million and station operating income of approximately $11.0 -- $11.5 million. For the year ending 2003, the Company expects a 3%-- 5% increase in net revenue and a 4% - 6% increase in station operating income. Saga Communications, Inc. is a broadcasting company whose business is devoted to acquiring, developing and operating broadcast properties. The Company owns or operates broadcast properties in 23 markets, including 46 FM and 26 AM radio stations, 2 state radio networks, 1 farm radio network, 4 television stations and 3 low power television stations. For additional information contact us at 313/886-7070 or on our website at www.sagacommunications.com. Saga's first quarter results and 2003 guidance conference call will be on Tuesday, April 29 at 10:00AM EDT. The call will be a listen only call for the public. The dial in number for domestic calls is 888/273-9890. For international callers the number is 612/332-0345. The call can be replayed for 7 days by calling domestically 800/475-6701 or internationally 320/365-3844 and referring to access code 681448. 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 are described in the reports Saga Communications, Inc. periodically files with the U.S. Securities and Exchange Commission. 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 herein.
SAGA COMMUNICATIONS, INC. SELECTED CONSOLIDATED FINANCIAL DATA FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2003 AND 2002 (AMOUNTS IN 000'S EXCEPT PER SHARE DATA) (Unaudited) THREE MONTHS ENDED MARCH 31, ---------------------------- 2003 2002 ---------------------------- OPERATING RESULTS Net revenue $ 26,141 $ 23,928 Station operating expense (excluding depreciation, amortization, corporate general and administrative) 18,813 16,633 ---------------------------- Station operating income (*) 7,328 7,295 Corporate general and administrative 1,245 1,292 Depreciation 1,719 1,441 Amortization 90 125 ---------------------------- Operating profit 4,274 4,437 Interest expense 1,535 1,341 Other (income) expense (8) (7) ---------------------------- Income before income tax 2,747 3,103 Income tax provision 1,098 1,303 Net income $ 1,649 $ 1,800 ============================ Earnings per share - basic and diluted $ .08 $ .09 ============================ Weighted average common shares 20,805 20,516 Weighted average common shares and common equivalents 21,264 21,044 FREE CASH FLOW Net Income $ 1,649 $ 1,800 Plus: Depreciation and amortization 1,809 1,566 Deferred tax provision 439 430 Less: Capital expenditures (2,521) (2,243) ---------------------------- Free cash flow $ 1,376 $ 1,553 ============================ BALANCE SHEET DATA Working capital $ 1,290 $ 26,795 Net fixed assets 60,919 55,965 Net intangible and other assets 144,910 112,140 Total assets 238,467 206,236 Long term debt (including current portion of $17,840 and $275, respectively) 114,123 105,399 Stockholders' equity 94,930 77,955 (*) Excluding depreciation, amortization, and corporate general and administrative
SAGA COMMUNICATIONS, INC. SELECTED SUPPLEMENTAL FINANCIAL DATA FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (AMOUNTS IN 000'S EXCEPT PER SHARE DATA) (UNAUDITED) AS-REPORTED SAME STATION PRO FORMA (1) CONSOLIDATED THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED (In thousands of dollars) MARCH 31, MARCH 31, MARCH 31 2003 2002 2003 2002 2003 2002 ------------------------ ------------------------- ---------------------- Net operating revenue $26,141 $23,928 $24,258 $23,820 $26,141 $25,382 Station operating expense 18,813 16,633 17,040 16,564 18,813 17,741 ------------------------ ------------------------- ---------------------- Station operating income 7,328 7,295 7,218 7,256 7,328 7,641 Corporate general and administrative 1,245 1,292 1,245 1,292 1,245 1,317 Depreciation 1,719 1,441 1,599 1,441 1,719 1,524 Amortization 90 125 90 125 90 125 ------------------------ ------------------------- ---------------------- Operating profit 4,274 4,437 $4,284 $4,398 4,274 4,675 Interest expense 1,535 1,341 1,535 1,365 Other (income) expense (8) (7) (8) (7) Income tax provision 1,098 1,303 1,098 1,393 ------------------------ ---------------------- Net income $1,649 $1,800 $1,649 $1,924 ======================== ====================== Earnings per share: Basic $0.08 $0.09 $0.08 $0.09 ======================== ====================== Diluted $0.08 $0.09 $0.08 $0.09 ======================== ====================== AS-REPORTED SAME STATION PRO FORMA (1) RADIO SEGMENT THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED (In thousands of dollars) MARCH 31, MARCH 31, MARCH 31 2003 2002 2003 2002 2003 2002 ------------------------ ------------------------- ---------------------- Net operating revenue $23,525 $21,173 $21,642 $21,065 $23,525 $22,627 Station operating expense 16,529 14,477 14,756 14,408 16,529 15,585 ------------------------ ------------------------- ---------------------- Station operating income 6,996 6,696 6,886 6,657 6,996 7,042 Depreciation 1,281 1,038 1,161 1,038 1,281 1,121 Amortization 86 119 86 119 86 119 ------------------------ ------------------------- ---------------------- Operating profit $5,629 $5,539 $5,639 $5,500 $5,629 $5,802 AS-REPORTED SAME STATION PRO FORMA (1) TELEVISION SEGMENT THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED (In thousands of dollars) MARCH 31, MARCH 31, MARCH 31 2003 2002 2003 2002 2003 2002 ------------------------ ------------------------- ---------------------- Net operating revenue $ 2,616 $2,755 $2,616 $2,755 $2,616 $2,755 Station operating expense 2,284 2,156 2,284 2,156 2,284 2,156 ------------------------ ------------------------- ---------------------- Station operating income 332 599 332 599 332 599 Depreciation 388 354 388 354 388 354 Amortization 4 6 4 6 4 6 ------------------------ ------------------------- ---------------------- Operating profit (loss) ($60) $239 ($60) $239 ($60) $239 (1) Pro Forma results assume all acquisitions occurred as of January 1, 2002.