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): February 27, 2003 SAGA COMMUNICATIONS, INC. ------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-11588 38-3042953 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation) 73 Kercheval Avenue, Grosse Pointe Farms, Michigan 48236 - -------------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 313-886-7070
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On February 26, 2003, Saga Communications, Inc. (the "Company") issued a press release reporting its financial results for the quarter and year ended December 31, 2002. This press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. Exhibit No. Title - ----------- ------------------------------------------------------------------ 99.1 Press Release, dated February 26, 2003, announcing fourth quarter and full year 2002 earnings 2
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 thereunto duly authorized. SAGA COMMUNICATIONS, INC. DATED: February 27, 2003 By: /s/ Samuel D. Bush ----------------------- Samuel D. Bush Senior Vice President, Chief Financial Officer and Treasurer 3
EXHIBIT 99.1 SAGA COMMUNICATIONS ANNOUNCES 4TH QUARTER AND YEAR END 2002 RESULTS CONTACT: SAMUEL D. BUSH 313/886-7070 Grosse Pointe Farms, Michigan - February 26, 2003 - Saga Communications, Inc. (AMEX-SGA) today reported net income of $14.0 million ($.66 per fully diluted share) for the year ended December 31, 2002 compared to $8.6 million ($.41 per fully diluted share) for 2001. Proforma net income reflecting the adoption of FAS 142 (the non-amortization of broadcast licenses and goodwill) for the year ended December 31, 2001 was $10.6 million ($.51 per fully diluted share). Net income growth was 62.9% on a historical basis and 31.9% when adjusted for the implementation of FAS 142. Free cash flow for the same period was $16.7 million, an increase of 33.2% over the $12.5 million reported for the same period in 2001. The Company's reported net revenue increased 10.4% in 2002 to $114.8 million and broadcast cash flow increased 11.0% to $41.4 million for 2002. Net revenue and broadcast cash flow increased by 5.3% and 7.6%, respectively, on a same station basis. For the three-month period ended December 31, 2002, net revenue and broadcast cash flow increased by 16.4% and 17.2% to $31.3 million and $11.3 million, respectively, over the comparable period in 2001. Free cash flow for the quarter was $5.5 million. On a same station basis, net revenue and broadcast cash flow increased by 9.9% and 14.0%, respectively. 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 2001 and 2002 acquisitions occurred as of January 1, 2001 and exclude amortization of goodwill and broadcast licenses (FAS 142) for 2001. Additionally, the Company is releasing its financial expectations for the first quarter and full year 2003. The guidance being provided is based on the economic and market conditions as of February 26, 2003. The Company can give no assurances 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.
Saga expects net revenue and broadcast cash flow for the first quarter 2003 of approximately $26.0 - $27.0 million and $7.5 - $8.0 million, respectively. For the year, Saga expects a 3% to 5% increase in net revenue and a 4% to 6% increase in broadcast cash flow. Saga Communications, Inc. is a broadcasting company whose business is devoted to acquiring, developing and operating broadcast properties. As of December 31, 2002 the Company owned or operated broadcast properties in 23 markets, including 44 FM and 26 AM radio stations, 2 state radio networks, 1 farm radio network, 4 television stations and 3 low power television stations. As previously announced, Saga has entered into an agreement to purchase the assets of WODB-FM, Delaware, OH serving the Columbus, OH radio market. Additionally, Saga has entered into an agreement to sell the assets of WLLM-AM to Cornerstone Community Radio for $275,000. Saga's fourth quarter and 2002 annual results conference call will be on Thursday, February 27 at 10AM. The call will be a listen only call for the public. The dial in number for domestic calls is 800/450-0785. For international callers the number is 612/332-0820. The call can be replayed for 7 days by calling domestically 800/475-6701 or internationally 320/365-3844 and referring to access code 669463. 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. The guidance for 2003 should be considered a forward looking statement. 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 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 AND TWELVE MONTH PERIODS ENDED DECEMBER 31, 2002 AND 2001 (AMOUNTS IN 000'S EXCEPT PER SHARE DATA) THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, 2002 2001 2002 2001 -------- -------- ------- ------- OPERATING RESULTS Net revenue $31,308 $26,898 $114,782 $103,956 Station operating expense (excluding depreciation, amortization, corporate general and administrative) 19,985 17,235 73,350 66,640 -------- -------- ------- ------- Broadcast cash flow 11,323 9,663 41,432 37,316 Corporate general and administrative 1,677 1,335 6,022 5,421 Depreciation 1,536 1,508 6,034 5,763 Amortization 124 1,134 499 4,347 -------- -------- ------- ------- Operating profit 7,986 5,686 28,877 21,785 Interest expense 1,435 1,396 5,487 7,037 Other (income) expense 306 (12) 159 (17) -------- -------- ------- ------- Income before income tax 6,245 4,302 23,231 14,765 Income tax provision: Current 726 486 5,506 3,858 Deferred 1,415 1,350 3,770 2,342 -------- -------- ------- ------- 2,141 1,836 9,276 6,200 -------- -------- ------- ------- Net income $ 4,104 $ 2,466 $ 13,955 $ 8,565 ======== ======== ======= ======= Earnings per share: Basic $.20 $.12 $.68 $.42 ======== ======== ======= ======= Diluted $.19 $.12 $.66 $.41 ======== ======== ======= ======= Weighted average common shares 20,753 20,488 20,631 20,473 Weighted average common shares and common equivalents 21,270 20,941 21,209 20,888 Free cash flow * $ 5,525 $ 3,109 $16,699 $12,538 CAPITAL EXPENDITURES $ 1,654 $ 3,349 $ 7,559 $ 8,479 BALANCE SHEET DATA Working capital $ 5,517 $ 24,083 Net property and equipment 60,161 55,169 Net intangible and other assets 134,713 112,033 Total assets 226,322 202,721 Long term debt (including current portion) 105,228 105,501 Stockholders' equity 93,059 75,062 * Defined as net income plus depreciation, amortization, and deferred taxes less capital expenditures.
SAGA COMMUNICATIONS, INC. SELECTED SUPPLEMENTAL FINANCIAL DATA FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2002 AND 2001 (AMOUNTS IN 000'S EXCEPT PER SHARE DATA) (UNAUDITED) AS-REPORTED SAME STATION PRO FORMA (2) CONSOLIDATED TWELVE MONTHS ENDED TWELVE MONTHS ENDED TWELVE MONTHS ENDED (In thousands of dollars) DECEMBER 31, DECEMBER 31, DECEMBER 31, 2002(1) 2001 2002(1) 2001 2002(1) 2001(1) -------- -------- -------- -------- -------- -------- Net operating revenue $114,782 $103,956 $105,381 $100,044 $118,697 $110,301 Station operating expense 73,350 66,640 65,303 62,803 76,236 71,307 -------- -------- -------- -------- -------- -------- Broadcast cash flow 41,432 37,316 40,078 37,241 42,461 38,994 Corporate general and administrative 6,022 5,421 6,022 5,421 6,218 5,421 Depreciation 6,034 5,763 5,181 5,329 6,229 6,171 Amortization 499 4,347 454 3,988 499 846 -------- -------- -------- -------- -------- -------- Operating profit 28,877 21,785 $28,421 $22,503 29,515 26,556 Interest expense 5,487 7,037 5,679 7,091 Other (income) expense 159 (17) 159 (17) Income tax provision 9,276 6,200 9,466 8,204 ------- ------ ------- ------- Net income $13,955 $8,565 $14,211 $11,278 ======= ====== ======= ======= Earnings per share: Basic $0.68 $0.42 $0.69 $0.55 ======= ====== ======= ======= Diluted $0.66 $0.41 $0.67 $0.54 ======= ====== ======= ======= AS-REPORTED SAME STATION PRO FORMA (2) RADIO SEGMENT TWELVE MONTHS ENDED TWELVE MONTHS ENDED TWELVE MONTHS ENDED (In thousands of dollars) DECEMBER 31, DECEMBER 31, DECEMBER 31, 2002(1) 2001 2002(1) 2001 2002(1) 2001(1) -------- ------- ------- ------- -------- ------- Net operating revenue $102,372 $93,094 $92,971 $89,182 $106,287 $99,439 Station operating expense 64,134 58,317 56,087 54,480 67,020 62,984 -------- ------- ------- ------- -------- ------- Broadcast cash flow 38,238 34,777 36,884 34,702 39,267 36,455 Depreciation 4,401 3,961 3,548 3,527 4,596 4,369 Amortization 475 3,580 430 3,221 475 437 -------- ------- ------- ------- -------- ------- Operating profit $33,362 $27,236 $32,906 $27,954 $34,196 $31,649 AS-REPORTED SAME STATION PRO FORMA (2) TELEVISION SEGMENT TWELVE MONTHS ENDED TWELVE MONTHS ENDED TWELVE MONTHS ENDED (In thousands of dollars) DECEMBER 31, DECEMBER 31, DECEMBER 31, 2002(1) 2001 2002(1) 2001 2002(1) 2001(1) ------- ------- ------- ------- ------- ------- Net operating revenue $12,410 $10,862 $12,410 $10,862 $12,410 $10,862 Station operating expense 9,216 8,323 9,216 8,323 9,216 8,323 ------- ------- ------- ------- ------- ------- Broadcast cash flow 3,194 2,539 3,194 2,539 3,194 2,539 Depreciation 1,432 1,630 1,432 1,630 1,432 1,630 Amortization 24 391 24 391 24 33 ------- ------- ------- ------- ------- ------- Operating profit $1,738 $518 $1,738 $518 $1,738 $876 (1) Results exclude amortization of goodwill and broadcast licenses. (2) Pro Forma results assume all acquisitions occurred as of January 1, 2001.
SAGA COMMUNICATIONS, INC. SELECTED SUPPLEMENTAL FINANCIAL DATA FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001 (AMOUNTS IN 000'S EXCEPT PER SHARE DATA) (UNAUDITED) AS-REPORTED SAME STATION PRO FORMA (2) CONSOLIDATED THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED (In thousands of dollars) DECEMBER 31, DECEMBER 31, DECEMBER 31, 2002(1) 2001 2002(1) 2001 2002(1) 2001(1) ------- ------- ------- ------- ------- ------- Net operating revenue $31,308 $26,898 $29,559 $26,898 $31,678 $28,139 Station operating expense 19,985 17,235 18,541 17,235 20,266 18,157 ------- ------- ------- ------- ------- ------- Broadcast cash flow 11,323 9,663 11,018 9,663 1,412 9,982 Corporate general and administrative 1,677 1,335 1,677 1,335 1,702 1,335 Depreciation 1,536 1,508 1,469 1,508 1,517 1,588 Amortization 124 1,134 124 1,134 124 211 ------- ------- ------- ------- ------- ------- Operating profit 7,986 5,686 $7,748 $5,686 8,069 6,848 Interest expense 1,435 1,396 1,459 1,396 Other (income) expense 306 (12) 306 (12) Income tax provision 2,141 1,836 2,167 2,356 ------ ------ ------ ------ Net income $4,104 $2,466 $4,137 $3,108 ====== ====== ====== ====== Earnings per share: Basic $0.20 $0.12 $0.20 $0.15 ====== ====== ====== ====== Diluted $0.19 $0.12 $0.19 $0.15 ====== ====== ====== ====== AS-REPORTED SAME STATION PRO FORMA (2) RADIO SEGMENT THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED (In thousands of dollars) DECEMBER 31, DECEMBER 31, DECEMBER 31, 2002(1) 2001 2002(1) 2001 2002(1) 2001(1) ------- ------- ------- ------- ------- ------- Net operating revenue $27,798 $23,777 $26,049 $23,777 $28,168 $25,018 Station operating expense 17,619 15,031 16,175 15,031 17,900 15,953 ------- ------- ------- ------- ------- ------- Broadcast cash flow 10,179 8,746 9,874 8,746 10,268 9,065 Depreciation 1,114 1,048 1,047 1,048 1,095 1,128 Amortization 118 903 118 903 118 69 ------- ------- ------- ------- ------- ------- Operating profit $8,947 $6,795 $8,709 $6,795 $9,055 $7,868 AS-REPORTED SAME STATION PRO FORMA (2) TELEVISION SEGMENT THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED (In thousands of dollars) DECEMBER 31, DECEMBER 31, DECEMBER 31, 2002(1) 2001 2002(1) 2001 2002(1) 2001(1) ------- ------- ------- ------- ------- ------- Net operating revenue $3,510 $3,121 $3,510 $3,121 $3,510 $3,121 Station operating expense 2,366 2,204 2,366 2,204 2,366 2,204 ------- ------- ------- ------- ------- ------- Broadcast cash flow 1,144 917 1,144 917 1,144 917 Depreciation 370 420 370 420 370 420 Amortization 6 98 6 98 6 9 ------- ------- ------- ------- ------- ------- Operating profit $768 $399 $768 $399 $768 $488 (1) Results exclude amortization of goodwill and broadcast licenses. (2) Pro Forma results assume all acquisitions occurred as of January 1, 2001.
SAGA COMMUNICATIONS, INC. SELECTED SUPPLEMENTAL FINANCIAL DATA FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2002 AND 2001 (AMOUNTS IN 000'S EXCEPT PER SHARE DATA) (UNAUDITED) PRO FORMA (2) PRO FORMA (2) PRO FORMA (2) PRO FORMA (2) THREE MONTHS THREE MONTHS THREE MONTHS THREE MONTHS CONSOLIDATED ENDED ENDED ENDED ENDED (In thousands of dollars) MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, 2002(1) 2001(1) 2002(1) 2001(1) 2002(1) 2001(1) 2002(1) 2001(1) ------- ------- ------- ------- ------- ------- ------- ------- Net operating revenue $25,301 $24,708 $31,012 $29,691 $30,706 $27,763 $31,678 $28,139 Station operating expense 17,583 17,534 19,868 18,363 18,519 17,253 20,266 18,157 ------- ------- ------- ------- ------- ------- ------- ------- Broadcast cash flow 7,718 7,174 11,144 11,328 12,187 10,510 11,412 9,982 Corporate general and administrative 1,317 1,356 1,615 1,539 1,584 1,191 1,702 1,335 Depreciation 1,522 1,525 1,593 1,529 1,597 1,529 1,517 1,588 Amortization 125 178 125 246 125 211 124 211 ------- ------- ------- ------- ------- ------- ------- ------- Operating profit 4,754 4,115 7,811 8,014 8,881 7,579 8,069 6,848 Interest expense 1,365 1,857 1,439 1,942 1,416 1,896 1,459 1,396 Other (income) expense (7) 358 10 (48) (150) (315) 306 (12) Income tax provision 1,427 841 2,673 2,561 3,199 2,446 2,167 2,356 ------- ------- ------- ------- ------- ------- ------- ------- Net income $1,969 $1,059 $3,689 $3,559 $4,416 $3,552 $4,137 $3,108 ======= ======= ======= ======= ======= ======= ======= ======= Earnings per share: Basic $0.10 $0.05 $0.18 $0.17 $0.21 $0.17 $0.20 $0.15 ======= ======= ======= ======= ======= ======= ======= ======= Diluted $0.09 $0.05 $0.17 $0.17 $0.21 $0.17 $0.19 $0.15 ======= ======= ======= ======= ======= ======= ======= ======= PRO FORMA (2) PRO FORMA (2) PRO FORMA (2) PRO FORMA (2) THREE MONTHS THREE MONTHS THREE MONTHS THREE MONTHS RADIO SEGMENT ENDED ENDED ENDED ENDED (In thousands of dollars) MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, 2002(1) 2001(1) 2002(1) 2001(1) 2002(1) 2001(1) 2002(1) 2001(1) ------- ------- ------- ------- ------- ------- ------- ------- Net operating revenue $22,546 $22,238 $28,007 $26,993 $27,566 $25,190 $28,168 $25,018 Station operating expense 15,427 15,469 17,458 16,387 16,235 15,175 17,900 15,953 ------- ------- ------- ------- ------- ------- ------- ------- Broadcast cash flow 7,119 6,769 10,549 10,606 11,331 10,015 10,268 9,065 Depreciation 1,119 1,080 1,189 1,080 1,193 1,081 1,095 1,128 Amortization 119 123 119 147 119 98 118 69 ------- ------- ------- ------- ------- ------- ------- ------- Operating profit $5,881 $5,566 $9,241 $9,379 $10,019 $8,836 $9,055 $7,868 PRO FORMA (2) PRO FORMA (2) PRO FORMA (2) PRO FORMA (2) THREE MONTHS THREE MONTHS THREE MONTHS THREE MONTHS TELEVISION SEGMENT ENDED ENDED ENDED ENDED (In thousands of dollars) MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, 2002(1) 2001(1) 2002(1) 2001(1) 2002(1) 2001(1) 2002(1) 2001(1) ------- ------- ------- ------- ------- ------- ------- ------- Net operating revenue $2,755 $2,470 $3,005 $2,698 $3,140 $2,573 $3,510 $3,121 Station operating expense 2,156 2,065 2,410 1,976 2,284 2,078 2,366 2,204 ------- ------- ------- ------- ------- ------- ------- ------- Broadcast cash flow 599 405 595 722 856 495 1,144 917 Depreciation 354 403 354 404 354 403 370 420 Amortization 6 8 6 8 6 8 6 9 ------- ------- ------- ------- ------- ------- ------- ------- Operating profit $239 ($6) $235 $310 $496 $84 $768 $488 (1) Results exclude amortization of goodwill and broadcast licenses. (2) Pro Forma results assume all acquisitions occurred as of January 1, 2001.