SAGA COMMUNICATIONS, INC.
Table of Contents

United States
Securities and Exchange Commission

Washington, D.C. 20549


FORM 11-K

(Mark One)

[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year ended December 31, 2003

or

[  ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the transition period from                     to                    

Commission file number 333-63321

Saga Communications, Inc. Employees’ 401(K) Savings and Investment Plan


(Full title of plan)

Saga Communications, Inc.

73 Kercheval Avenue
Grosse Pointe Farms, Michigan 48236

(Name of Issuer of Securities Held Pursuant to Plan and Address of its Principal Executive Office)

 


Saga Communications, Inc.
Employees’ 401(k) Savings and Investment Plan

Table of Contents

Financial Statements and Supplemental Schedules

Years ended December 31, 2003 and 2002

         
    Page
    3  
Financial Statements:
       
    4  
    5  
    6  
Supplemental Schedules:
       
    11  
    13  
Other Information:
       
    14  
    15  
       

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Table of Contents

Report of Registered Public Accounting Firm

Plan Administrator
Saga Communications, Inc.
Employees’ 401(k) Savings and Investment Plan

We have audited the accompanying statements of assets available for benefits of Saga Communications, Inc. Employees’ 401(k) Savings and Investment Plan as of December 31, 2003 and 2002 and the related statements of changes in assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the assets available for benefits of the Plan at December 31, 2003 and 2002 and the changes in its assets available for benefits for the years then ended, in conformity with United States generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2003 and reportable transactions for the year then ended, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. These supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.

     
  /S/ Ernst & Young LLP
May 27, 2004
   

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Table of Contents

Saga Communications, Inc.
Employees’ 401(k) Savings and Investment Plan

Statements of Assets Available for Benefits

                 
    December 31
    2003
  2002
Assets
               
Investments, at fair value:
               
Mutual funds
  $ 7,931,357     $ 5,688,928  
Guaranteed Investment Fund
    1,895,974       1,690,384  
Saga Common Stock Fund
    2,370,803       2,145,148  
Participant loans
    194,769       163,128  
 
   
 
     
 
 
 
    12,392,903       9,687,588  
Employer contributions receivable
    217,281       209,740  
 
   
 
     
 
 
Assets available for benefits
  $ 12,610,184     $ 9,897,328  
 
   
 
     
 
 

See accompanying notes.

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Table of Contents

Saga Communications, Inc.
Employees’ 401(k) Savings and Investment Plan

Statements of Changes in Assets Available for Benefits

                 
    Years ended December 31
    2003
  2002
Additions
               
Participant contributions
  $ 1,604,711     $ 1,433,826  
Employer contributions
    217,281       209,740  
Investment income:
               
Interest and dividends
    75,779       89,483  
Net realized and unrealized appreciation (depreciation) in fair value of investments:
               
Mutual funds
    1,615,394       (1,127,823 )
Saga Common Stock Fund
    (48,543 )     275,597  
 
   
 
     
 
 
Total additions
    3,464,622       880,823  
Deductions
               
Benefit payments
    751,766       516,044  
 
   
 
     
 
 
Net increase
    2,712,856       364,779  
Assets available for benefits:
               
Beginning of year
    9,897,328       9,532,549  
 
   
 
     
 
 
End of year
  $ 12,610,184     $ 9,897,328  
 
   
 
     
 
 

See accompanying notes.

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Table of Contents

Saga Communications, Inc.
Employees’ 401(k) Savings and Investment Plan

Notes to Financial Statements
Years ended December 31, 2003 and 2002

1. Description of Plan

The following description of Saga Communications, Inc. (the Company) Employees’ 401(k) Savings and Investment Plan (the Plan) provides only general information. Participants should refer to the summary plan description for more complete information.

General

The Plan is a defined contribution plan which includes, as participants, all employees who have completed one year of employment and reached the age of twenty-one. The Plan is administered by the Company and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

Contributions

Contributions to employees’ accounts are effected through voluntary reductions in their compensation. Annual contributions for each participant are subject to the participation and discrimination standards of Internal Revenue Code Section 401(k). The Company may make a discretionary match; for 2003 and 2002 the discretionary employer match was $217,281 and $209,740, respectively.

Upon enrollment, a participant may direct their contributions to any of the Plan’s fund options. Employer contributions are invested in Saga Communications, Inc. common stock.

Participant Accounts

Each participant’s account is credited with the participant’s contributions and allocations of the Company’s contributions and Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

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Table of Contents

Saga Communications, Inc.
Employees’ 401(k) Savings and Investment Plan
Notes to Financial Statements (continued)

1. Description of Plan (continued)

Vesting

Participants are immediately vested in their contributions and the employer discretionary match plus actual earnings thereon.

Participant Loans

Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lessor of $50,000 or 50% of their vested account balance. Loan terms range from 1–5 years or up to 15 years for purchase of primary residence. The loans are secured by the balance in the participant’s account and bear interest at a rate as determined by the Plan Administrator which approximates the prime interest rate in effect on the first business day of the calendar quarter plus 1%. Principal and interest are paid ratably through payroll deductions.

Distributions

Participants or their beneficiaries may receive distributions of their account balances upon the earlier of reaching age 59-1/2, disability, death or termination of service, as defined in the Plan. Further, the Plan Administrator may permit a participant who experiences a qualified financial hardship, as defined, to receive a distribution or a portion of the participant’s account balance. Such distributions are generally made in a lump sum.

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.

Administrative Expenses

Administrative expenses of the Plan are paid by the Company.

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Table of Contents

Saga Communications, Inc.
Employees’ 401(k) Savings and Investment Plan
Notes to Financial Statements (continued)

2. Significant Accounting Policies

Basis of Accounting

The financial statements have been prepared on the accrual basis of accounting.

Investment Valuation and Income Recognition

Except for guaranteed investment contracts, the Plan’s investments are stated at fair value which equals the quoted market price on the last business day of the plan year. The shares of mutual funds are valued at quoted market prices which represent the net asset values of shares held by the Plan at year-end. The participant loans are valued at their outstanding balances, which approximate fair value.

Guaranteed investment contracts are recorded at their contract values, which represent contributions and reinvested income, less any withdrawals plus accrued interest, because these investments have fully benefit-responsive features. For example, participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. There are no reserves against contract values for credit risk of contract issues or otherwise. The average yield was approximately 3.5% and 4.7% for 2003 and 2002, respectively. The crediting interest rate for these investment contracts is reset semiannually by the issuer but cannot be less than zero and was 3.7% and 4.8% at December 31, 2003 and 2002, respectively.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

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Saga Communications, Inc.
Employees’ 401(k) Savings and Investment Plan
Notes to Financial Statements (continued)

3. Investments

Investments that represent 5% or more of fair value of the Plan’s net assets are as follows:

                 
    December 31
    2003
  2002
Guaranteed Investment Fund*
  $ 1,895,974     $ 1,690,384  
Saga Common Stock Fund**
    2,370,803       2,145,148  
Vanguard Wellington Fund*
          697,860  
Vanguard Wellington—Admiral Fund*
    990,076        
American Century Ultra Investors Fund*
    1,101,563       832,316  
Fidelity Contrafund Account*
    1,928,801       1,524,774  
S&P 500 Index Fund*
    842,648       555,576  
Fidelity Growth & Income Account*
    674,492       499,233  

*   Fund is sponsored by Plan Trustee
 
**   Non-participant directed

4. Nonparticipant-Directed Investments

Information about the significant components of changes in net assets related to the nonparticipant-directed investment is as follows:

                 
    Years ended December 31
    2003
  2002
Saga Common Stock Fund:
               
Contributions
  $ 383,816     $ 345,501  
Net (depreciation) appreciation in fair value
    (48,543 )     275,597  
Benefit payments
    (114,821 )     (99,098 )
Transfers in (out)
    5,203       (118,106 )
 
   
 
     
 
 
Net increase
    225,655       403,894  
Net assets available for benefits at beginning of year
    2,145,148       1,741,254  
 
   
 
     
 
 
Net assets available for benefits at end of year
  $ 2,370,803     $ 2,145,148  
 
   
 
     
 
 

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Saga Communications, Inc.
Employees’ 401(k) Savings and Investment Plan
Notes to Financial Statements (continued)

5. Income Tax Status

The underlying non-standardized prototype plan has received an opinion letter from the Internal Revenue Service (IRS) dated February 6, 2002, stating that the form of the plan is qualified under Section 401 of the Internal Revenue Code, and therefore, the related trust is tax exempt. In accordance with Revenue Procedure 2002-6 and Announcement 2001-77, the Plan Sponsor has determined that it is eligible to and has chosen to rely on the current IRS prototype plan opinion letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.

6. Risks and Uncertainties

The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of assets available for benefits.

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Table of Contents

Saga Communications, Inc.
Employees’ 401(k) Savings and Investment Plan

Employer ID # 38-2683519 Plan #001

Schedule H, line 4i—Schedule of Assets (Held at End of Year)

December 31, 2003

                     
Identity   Description of Investment Including            
of Issue, Borrower,   Maturity Date, Rate of Interest,           Current
Lessor or Similar Party
  Collateral, Par or Maturity Value
  Cost
  Value
*Connecticut General Life Insurance Company
  Guaranteed Investment Fund           $ 1,895,974  
*Connecticut General Life Insurance Company
  S&P 500 Index Fund             842,648  
*Connecticut General Life Insurance Company
  Artisan Partners Growth Fund             131,544  
*Connecticut General Life Insurance Company
  Timesquare Investment Grade Coprorate Bond Fund             11,154  
*Connecticut General Life Insurance Company
  Fidelity Contrafund Account             1,928,801  
*Connecticut General Life Insurance Company
  Fidelity Growth and Income Account             674,492  
*Connecticut General Life Insurance Company
  Balanced I/ Wellington Management Fund             619,324  
*Connecticut General Life Insurance Company
  American Century Ultra Investors Fund             1,101,563  
*Connecticut General Life Insurance Company
  Vanguard Wellington - Admiral             990,076  
*Connecticut General Life Insurance Company
  Credit Suisse Emerging Growth Fund             373,286  
*Connecticut General Life Insurance Company
  Credit Suisse International Equity Fund             106,344  
*Connecticut General Life Insurance Company
  Goldman Sachs Large Cap Growth Fund             148,830  
*Connecticut General Life Insurance Company
  Janus Fund             409,114  
*Connecticut General Life Insurance Company
  Janus Worldwide Fund             285,816  
*Connecticut General Life Insurance Company
  TCW Small Cap Value Fund             147,089  
*Connecticut General Life Insurance Company
  High Yield Bond/Caywood-Scholl Fund             95,234  
*Connecticut General Life Insurance Company
  Large Cap Value/Barrow Hanley             14,295  
*Connecticut General Life Insurance Company
  American Century Equity Income Fund             7,078  

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Saga Communications, Inc.
Employees’ 401(k) Savings and Investment Plan

Employer ID # 38-2683519 Plan #001

Schedule H, line 4i—Schedule of Assets (Held at End of Year) (continued)

                     
    Description of Investment            
Identity   Including            
of Issue, Borrower,   Maturity Date, Rate of Interest,           Current
Lessor or Similar Party
  Collateral, Par or Maturity Value
  Cost
  Value
*Connecticut General Life Insurance Company
  Templeton Growth Fund             19,876  
*Connecticut General Life Insurance Company
  Oakmark Equity and Income Class I             6,594  
*Connecticut General Life Insurance Company
  Cigna Lifetime40             480  
*Connecticut General Life Insurance Company
  Cigna Lifetime50             17,521  
*Connecticut General Life Insurance Company
  Cigna Lifetime60             198  
**Saga Communications, Inc.
  Saga Common Stock Fund   $ 1,787,568       2,370,803  
*Participant loans receivable
  Interest rates 5.00% to 10.50%           194,769  
 
               
 
 
Total investments
              $ 2,610,241  
 
               
 
 

*   Party-in-interest
 
**   Party-in-interest, nonparticipant directed fund

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Table of Contents

Saga Communications, Inc.
Employees’ 401(k) Savings and Investment Plan

Employer ID #: 38-2683519 Plan Number # 001

Schedule H, line 4j—Schedule of Reportable Transactions

Year ended December 31, 2003

                                                             
                                                Current    
    Description of Asset                           Expense           Value of    
    (Including Interest Rate                           Incurred           Asset on    
    and Maturity in   Purchase   Selling   Lease   with   Cost of   Transaction   Net Gain
Identity of Party Involved
  Case of a Loan)
  Price
  Price
  Rental
  Transaction
  Asset
  Date
  (Loss)
Category (iii)—A series of transactions involving securities of the same issue, which when aggregated, involve an amount in excess of 5% of the current value of plan assets                                                        
Saga Common Stock Fund
  Common Stock:                                                        
 
    Purchases   $ 531,015                             $ 531,015     $ 531,015          

There were no category (i), (ii) or (iv) reportable transactions.

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EXHIBIT INDEX

     
Exhibits    
 
23.1
  Consent of Ernst & Young LLP
 
   

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the administrator of the Plan has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

     
  SAGA COMMUNICATIONS, INC. EMPLOYEES’ 401(K) SAVINGS AND INVESTMENT PLAN
 
   
Date: June 28, 2004
  /S/ Marcia K. Lobaito
 
 
  Marcia K. Lobaito
  Plan Administrator
 
   
Date: June 28, 2004
  /S/ Catherine Bobinski
 
 
  Catherine Bobinski
Vice President, Corporate Controller and
Chief Accounting Officer

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EX-23.1 CONSENT OF ERNST & YOUNG LLP
 

Exhibit 23.1 - Consent of Independent Auditors

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-63321) pertaining to the Saga Communications, Inc. Employees’ 401(k) Savings and Investment Plan, of our report dated May 27, 2004, with respect to the financial statements and schedule of the Saga Communications, Inc. Employees’ 401(k) Savings and Investment Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2003.

     
  /S/ Ernst & Young LLP
Detroit, Michigan
   
June 24, 2004
   

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