Saga Communications, Inc. Form 11-K
Table of Contents

 
 

United States
Securities and Exchange Commission

Washington, D.C. 20549

 

FORM 11-K

(Mark One)

þ Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year ended December 31, 2004

or

o 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 Schedule

Years ended December 31, 2004 and 2003

         
    Page
    3  
Financial Statements:
       
    4  
    5  
    6  
Supplemental Schedule:
       
    11  
Other Information:
       
    13  
Exhibit 23.1 – Consent of Independent Registered Public Accounting Firm
    14  
 Ex-23.1 Consent of Ernst & Young LLP

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Table of Contents

Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying statements of net assets available for benefits of Saga Communications, Inc. Employees’ 401(k) Savings and Investment Plan as of December 31, 2004 and 2003, and the related statements of changes in net 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 (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and 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 net assets available for benefits of the Plan at December 31, 2004 and 2003, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. 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 schedule of assets (held at end of year) as of December 31, 2004, is presented for the purpose of additional analysis and is not a required part of the financial statements but is 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. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

     
June 15, 2005
  /S/ Ernst & Young LLP

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Table of Contents

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

Statements of Net Assets Available for Benefits

                 
    December 31,  
    2004     2003  
Assets
               
Investments, at fair value:
               
Mutual funds
  $ 9,670,233     $ 7,931,357  
Guaranteed Investment Fund
    1,931,202       1,895,974  
Saga Common Stock Fund
    2,491,078       2,370,803  
Participant loans
    291,992       194,769  
     
 
    14,384,505       12,392,903  
 
               
Employer contributions receivable
    247,742       217,281  
Net assets available for benefits
  $ 14,632,247     $ 12,610,184  
     

See accompanying notes.

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Table of Contents

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

Statements of Changes in Net Assets Available for Benefits

                 
    Years ended December 31,  
    2004     2003  
Additions
               
Participant contributions
  $ 1,793,612     $ 1,604,711  
Employer contributions
    247,742       217,281  
Investment income:
               
Interest and dividends
    76,694       75,779  
Net realized and unrealized appreciation (depreciation) in fair value of investments:
               
Mutual funds
    927,793       1,615,394  
Saga common stock fund
    (253,170 )     (48,543 )
     
Total additions
    2,792,671       3,464,622  
 
               
Deductions
               
Benefit payments
    770,608       751,766  
     
Net increase
    2,022,063       2,712,856  
Net assets available for benefits:
               
Beginning of year
    12,610,184       9,897,328  
     
End of year
  $ 14,632,247     $ 12,610,184  
     

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, 2004 and 2003

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). In accordance with Plan provisions, the Company may make a discretionary match; for 2004 and 2003 the discretionary employer match was $247,742 and $217,281, 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. class A 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 3.3% and 3.5% for 2004 and 2003, respectively. The crediting interest rate for these investment contracts is reset semiannually by the issuer but cannot be less than zero and was 3.6% and 3.7% at December 31, 2004 and 2003, 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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Table of Contents

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,  
    2004     2003  
Guaranteed Investment Fund*
  $ 1,931,202     $ 1,895,974  
Saga Common Stock Fund**
    2,491,078       2,370,803  
Vanguard Wellington – Admiral Fund*
    1,166,821       990,076  
American Century Ultra Investors Fund*
    1,167,127       1,101,563  
Fidelity Contrafund Account*
    2,164,247       1,928,801  
S&P 500 Index Fund*
    1,025,353       842,648  
Fidelity Growth & Income Account*
    827,354       674,492  
 
*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:

                 
    Year ended  
    December 31,  
    2004     2003  
Saga Common Stock Fund:
               
 
               
Contributions
  $ 420,335     $ 383,816  
Net depreciation in fair value
    (253,170 )     (48,543 )
Benefit payments
    (176,200 )     (114,821 )
Transfers in
    129,310       5,203  
     
Net increase
    120,275       225,655  
Net assets available for benefits at beginning of year
    2,370,803       2,145,148  
     
Net assets available for benefits at end of year
  $ 2,491,078     $ 2,370,803  
     

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Table of Contents

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

5. Income Tax Status

The underlying volume submitter plan has received a determination letter from the Internal Revenue Service (IRS) dated September 4, 2001, 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 volume submitter plan determination 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, 2004

             
Identity   Description of Investment Including      
of Issue, Borrower,   Maturity Date, Rate of Interest,   Current  
Lessor or Similar Party   Collateral, Par or Maturity Value   Value  
 
*Prudential Retirement Insurance Company
  Guaranteed Investment Fund   $ 1,931,202  
*Prudential Retirement Insurance Company
  S&P 500 Index Fund     1,025,353  
*Prudential Retirement Insurance Company
  Artisan Partners Growth Fund     234,883  
*Prudential Retirement Insurance Company
  Timesquare Investment Grade Corporate Bond Fund     13,471  
*Prudential Retirement Insurance Company
  Fidelity Contrafund Account     2,164,247  
*Prudential Retirement Insurance Company
  Fidelity Growth and Income Account     827,354  
*Prudential Retirement Insurance Company
  Balanced I/ Wellington Management Fund     651,725  
*Prudential Retirement Insurance Company
  American Century Ultra Investors Fund     1,167,127  
*Prudential Retirement Insurance Company
  Vanguard Wellington - Admiral Fund     1,166,821  
*Prudential Retirement Insurance Company
  Credit Suisse Emerging Growth Fund     484,471  
*Prudential Retirement Insurance Company
  Goldman Sachs Large Cap Growth Fund     177,221  
*Prudential Retirement Insurance Company
  Janus Fund     437,537  
*Prudential Retirement Insurance Company
  TCW Small Cap Value Fund     239,327  
*Prudential Retirement Insurance Company
  High Yield Bond/Caywood-Scholl Fund     164,473  
*Prudential Retirement Insurance Company
  Large Cap Value/Barrow Hanley     78,856  
*Prudential Retirement Insurance Company
  American Century Equity Income Fund     41,487  
*Prudential Retirement Insurance Company
  Templeton Growth Fund     92,302  
*Prudential Retirement Insurance Company
  Oakmark Equity and Income Class I     125,402  
*Prudential Retirement Insurance Company
  Lifetime20     61,122  
*Prudential Retirement Insurance Company
  Lifetime30     4,273  
*Prudential Retirement Insurance Company
  Lifetime40     20,947  
*Prudential Retirement Insurance Company
  Lifetime50     32,376  
*Prudential Retirement Insurance Company
  Lifetime60     1,564  
*Prudential Retirement Insurance Company
  Oppenheimer Global Class A     331,696  
*Prudential Retirement Insurance Company
  International Equity Julius Baer     126,198  
 
**Saga Communications, Inc.
  Saga Common Stock Fund     2,491,078  
*Participant loans receivable
  Interest rates 5.00% to 10.50%     291,992  
 
         
Total investments
      $ 14,384,505  
 
         
 
*Party-in-interest
 
**Party-in-interest, nonparticipant directed fund

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Table of Contents

EXHIBIT INDEX

Exhibits

23.1   Consent of Ernst & Young LLP

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Table of Contents

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 22, 2005
  /S/ Marcia K. Lobaito
 
   
 
  Marcia K. Lobaito
 
  Plan Administrator
 
   
Date: June 22, 2005
  /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 Registered Public Accounting Firm

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 June 15, 2005, 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, 2004.

     
 
  /S/ Ernst & Young LLP
 
   
Detroit, Michigan
   
June 17, 2005
   

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