United States
Securities and Exchange Commission
FORM 11-K
(Mark One)
[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
or
[ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
Commission file number 333-63321
Saga Communications, Inc. Employees 401(K) Savings and Investment Plan
Saga Communications, Inc.
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
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Financial Statements: |
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Supplemental Schedules: |
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Other Information: |
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15 | ||||
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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 Plans 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 Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plans 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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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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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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Saga Communications, Inc.
Employees 401(k) Savings and Investment Plan
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 Plans fund options. Employer contributions are invested in Saga Communications, Inc. common stock.
Participant Accounts
Each participants account is credited with the participants contributions and allocations of the Companys 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 participants account.
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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 15 years or up to 15 years for purchase of primary residence. The loans are secured by the balance in the participants 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 participants 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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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 Plans 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 Plans 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 WellingtonAdmiral 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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Saga Communications, Inc.
Employees 401(k) Savings and Investment Plan
Employer ID # 38-2683519 Plan #001
Schedule H, line 4iSchedule 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 4iSchedule 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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Saga Communications, Inc.
Employees 401(k) Savings and Investment Plan
Employer ID #: 38-2683519 Plan Number # 001
Schedule H, line 4jSchedule 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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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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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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