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): August 6, 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 August 6, 2003. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. Pursuant to Item 12 of Form 8-K, Disclosure of Results of Operations and Financial Condition, Saga Communications, Inc., hereby furnishes a press release, issued on August 6, 2003, disclosing material non-public information regarding its results of operations for the quarter ended June 30, 2003. The press release is also available on the Company's website, which is www.sagacommunications.com. 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: August 6, 2003 By: /s/ SAMUEL D. BUSH ------------------------------- Samuel D. Bush Senior Vice President, Chief Financial Officer and Treasurer 2
EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated August 6, 2003
EXHIBIT 99.1 Saga Communications, Inc. Reports 2nd Quarter Net Revenue increase of 6.8% and Net Income increase of 15.4% CONTACT: Samuel D. Bush 313/886-7070 Grosse Pointe Farms, MI -- August 6, 2003 -- Saga Communications, Inc. (AMEX-SGA) today announced its second quarter operating results. For the quarter ended June 30, 2003, net revenue increased 6.8% over the comparable period in 2002 to approximately $31.8 million. Net income for the quarter increased 15.4% to approximately $4.2 million ($.20 per share on a fully diluted basis). Net income for the quarter includes a gain of $357 thousand primarily due to the sale of WVKO-AM in conjunction with the acquisition of WODB-FM in Columbus, OH. Without this gain net income for the quarter increased 5.7%. Station operating income (net operating revenue less station operating expense) increased 3.6% to approximately $11.3 million for the quarter. Free cash flow (defined as net income plus depreciation, amortization and deferred taxes less capital expenditures) for the quarter increased 4.1% to approximately $5.2 million. On a same station basis for the quarter, net revenue increased .3% to approximately $29.3 million and station operating income (net operating revenue less station operating expense) increased 2.1% to approximately $11.0 million for the quarter. For the six months ended June 30, 2003, net revenue increased 7.9% (1.0% on a same station basis) over the comparable period in 2002 to approximately $57.9 million. Net income for the six-month period increased 7.6% to approximately $5.9 million ($.28 per share on a fully diluted basis). Station operating income increased 2.4% (1.2% on a same station basis) to approximately $18.6 million. Free cash flow (defined as net income plus depreciation, amortization and deferred taxes less capital expenditures) for the six month period increased .5% to approximately $6.6 million. Capital expenditures were approximately $1.7 million in the second quarter with approximately $815 thousand being spent as a result of acquisitions. For the first quarter total capital expenditures were approximately $2.5 million with approximately $1 million being acquisition oriented.
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 measures of liquidity or of performance in accordance with generally accepted accounting principles (GAAP), and should be viewed as a supplement to and not as 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 2003 and 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 August 6, 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 September 30, 2003, the Company expects net revenues of approximately $31.0 - $32.0 million and station operating income of approximately $11.5 - $12.5 million. For the year ending 2003, the Company expects both net revenue and station operating income on a pro forma basis to be flat to up 2%. On July 29, 2003 the Company completed a new senior secured credit facility with The Bank of New York, as Administrative Agent, Union Bank of California, N.A., as Syndication Agent, and Fleet National Bank, as Documentation Agent. The new facility is structured as a $200 million reducing revolver with an initial borrowing of $109,100,000 used to pay indebtedness under the previous credit facility. The maturity date of the Agreement is July 29, 2010 with the initial interest rate of 1.50% over 6 month LIBOR. The Company expects to incur a write-off of unamortized debt issuance costs of approximately $1.3 million due to this refinancing during the third quarter of 2003. 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 25 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 second quarter results conference call will be on Thursday, August 7 at 9AM. The dial in number for domestic calls is 888/273-9887. For international callers the number is 612/332-0632. The call can be replayed for 7 days by calling domestically 800/475-6701 or internationally 320/365-3844 and referring to access code 690722. 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 here.
SAGA COMMUNICATIONS, INC. SELECTED CONSOLIDATED FINANCIAL DATA FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2003 AND 2002 (AMOUNTS IN 000'S EXCEPT PER SHARE DATA) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 2003 2002 2003 2002 ----------------------------------------------------------------- OPERATING RESULTS Net revenue $ 31,790 $ 29,763 $ 57,931 $ 53,691 Station operating expense (excluding depreciation, amortization, corporate general and administrative) 20,497 18,864 39,310 35,497 ----------------------------------------------------------------- Station operating income (*) 11,293 10,899 18,621 18,194 Corporate general and administrative 1,896 1,542 3,141 2,834 Depreciation 1,671 1,534 3,390 2,975 Amortization 120 125 210 250 ----------------------------------------------------------------- Operating profit 7,606 7,698 11,880 12,135 Interest expense 1,157 1,367 2,692 2,708 Other (income) expense (357) 10 (365) 3 ----------------------------------------------------------------- Income before income tax 6,806 6,321 9,553 9,424 Income tax provision 2,577 2,656 3,675 3,959 ----------------------------------------------------------------- Net income $ 4,229 $ 3,665 $ 5,878 $ 5,465 ================================================================= Earnings per share: Basic $ .20 $ .18 $ .28 $ .27 ================================================================= Diluted $ .20 $ .17 $ .28 $ .26 ================================================================= Weighted average common shares 20,815 20,585 20,810 20,550 Weighted average common shares and common equivalents 21,354 21,250 21,309 21,152 FREE CASH FLOW Net Income $ 4,229 $ 3,665 $ 5,878 $ 5,465 Plus: Depreciation and amortization 1,791 1,659 3,600 3,225 Deferred tax provision 896 876 1,335 1,306 Less: Capital expenditures (1,682) (1,174) (4,203) (3,417) ----------------------------------------------------------------- Free cash flow $ 5,234 $ 5,026 $ 6,610 $ 6,579 ================================================================= BALANCE SHEET DATA Working capital $ 19,455 $ 18,089 Net fixed assets 60,709 57,263 Net intangible and other assets 145,896 119,788 Total assets 237,814 211,033 Long term debt (including current portion of $98 and $4,552, respectively) 109,489 105,276 Stockholders' equity 99,482 81,948 (*) Excluding depreciation, amortization, and corporate general and administrative
SAGA COMMUNICATIONS, INC. SELECTED SUPPLEMENTAL FINANCIAL DATA FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002 (AMOUNTS IN 000'S EXCEPT PER SHARE DATA) (UNAUDITED) AS-REPORTED SAME STATION PRO FORMA(1) CONSOLIDATED SIX MONTHS ENDED SIX MONTHS ENDED SIX MONTHS ENDED (In thousands of dollars) JUNE 30, JUNE 30, JUNE 30, 2003 2002 2003 2002 2003 2002 ------------------------ -------------------------- ----------------------- Net operating revenue $57,931 $53,691 $53,528 $53,016 $57,931 $56,478 Station operating expense 39,310 35,497 35,338 35,040 39,310 37,712 ------------------------ -------------------------- ----------------------- Station operating income 18,621 18,194 18,190 17,976 18,621 18,766 Corporate general and administrative 3,141 2,834 3,141 2,834 3,141 2,932 Depreciation 3,390 2,975 3,196 2,963 3,390 3,118 Amortization 210 250 180 250 210 250 ------------------------ -------------------------- ----------------------- Operating profit 11,880 12,135 $11,673 $11,929 11,880 12,466 Interest expense 2,692 2,708 2,692 2,804 Other (income) expense (365) 3 (365) 3 Income tax provision 3,675 3,959 3,675 4,058 ------------------------ ----------------------- Net income $ 5,878 $ 5,465 $ 5,878 $ 5,601 ======================== ======================= Earnings per share: Basic $ 0.28 $ 0.27 $ 0.28 $ 0.27 ======================== ======================= Diluted $ 0.28 $ 0.26 $ 0.28 $ 0.26 ======================== ======================= AS-REPORTED SAME STATION PRO FORMA(1) RADIO SEGMENT SIX MONTHS ENDED SIX MONTHS ENDED SIX MONTHS ENDED (In thousands of dollars) JUNE 30, JUNE 30, JUNE 30, 2003 2002 2003 2002 2003 2002 ------------------------ -------------------------- ----------------------- Net operating revenue $52,200 $47,931 $47,797 $47,256 $52,200 $50,718 Station operating expense 34,606 30,931 30,634 30,474 34,606 33,146 ------------------------ -------------------------- ----------------------- Station operating income 17,594 17,000 17,163 16,782 17,594 17,572 Depreciation 2,515 2,168 2,321 2,156 2,515 2,311 Amortization 203 238 173 238 203 238 ------------------------ -------------------------- ----------------------- Operating profit $14,876 $14,594 $14,669 $14,388 $14,876 $15,023 AS-REPORTED SAME STATION PRO FORMA(1) TELEVISION SEGMENT SIX MONTHS ENDED SIX MONTHS ENDED SIX MONTHS ENDED (In thousands of dollars) JUNE 30, JUNE 30, JUNE 30, 2003 2002 2003 2002 2003 2002 ------------------------ -------------------------- --------------------- Net operating revenue $ 5,731 $ 5,760 $ 5,731 $ 5,760 $ 5,731 $ 5,760 Station operating expense 4,704 4,566 4,704 4,566 4,704 4,566 ------------------------ -------------------------- --------------------- Station operating income 1,027 1,194 1,027 1,194 1,027 1,194 Depreciation 776 708 776 708 776 708 Amortization 7 12 7 12 7 12 ------------------------ -------------------------- --------------------- Operating profit (loss) $ 244 $ 474 $ 244 $ 474 $ 244 $ 474 (1) Pro Forma results assume all acquisitions occurred as of January 1, 2002.
SAGA COMMUNICATIONS, INC. SELECTED SUPPLEMENTAL FINANCIAL DATA FOR THE THREE MONTHS ENDED JUNE 30, 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) JUNE 30, JUNE 30, JUNE 30, 2003 2002 2003 2002 2003 2002 -------------------------- -------------------------- -------------------------- Net operating revenue $31,790 $29,763 $29,280 $29,204 $31,790 $31,096 Station operating expense 20,497 18,864 18,328 18,480 20,497 19,971 -------------------------- -------------------------- -------------------------- Station operating income 11,293 10,899 10,952 10,724 11,293 11,125 Corporate general and administrative 1,896 1,542 1,896 1,542 1,896 1,615 Depreciation 1,671 1,534 1,577 1,522 1,671 1,594 Amortization 120 125 90 125 120 125 -------------------------- -------------------------- -------------------------- Operating profit 7,606 7,698 $7,389 $7,535 7,606 7,791 Interest expense 1,157 1,367 1,157 1,439 Other (income) expense (357) 10 (357) 10 Income tax provision 2,577 2,656 2,577 2,665 -------------------------- -------------------------- Net income $4,229 $3,665 $4,229 $3,677 ========================== ========================== Earnings per share: Basic $0.20 $0.18 $0.20 $0.18 ========================== ========================== Diluted $0.20 $0.17 $0.20 $0.17 ========================== ========================== AS-REPORTED SAME STATION PRO FORMA (1) RADIO SEGMENT THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED (In thousands of dollars) JUNE 30, JUNE 30, JUNE 30, 2003 2002 2003 2002 2003 2002 -------------------------- -------------------------- -------------------------- Net operating revenue $28,675 $26,758 $26,165 $26,199 $28,675 $28,091 Station operating expense 18,077 16,454 15,908 16,070 18,077 17,561 -------------------------- -------------------------- -------------------------- Station operating income 10,598 10,304 10,257 10,129 10,598 10,530 Depreciation 1,234 1,130 1,140 1,118 1,234 1,190 Amortization 117 119 87 119 117 119 -------------------------- -------------------------- -------------------------- Operating profit $9,247 $9,055 $9,030 $8,892 $9,247 $9,221 AS-REPORTED SAME STATION PRO FORMA (1) THREE MONTHS ENDED THREE MONTHS ENDED THREE MONTHS ENDED TELEVISION SEGMENT JUNE 30, JUNE 30, JUNE 30, (In thousands of dollars) 2003 2002 2003 2002 2003 2002 -------------------------- -------------------------- -------------------------- Net operating revenue $3,115 $3,005 $3,115 $3,005 $3,115 $3,005 Station operating expense 2,420 2,410 2,420 2,410 2,420 2,410 -------------------------- -------------------------- -------------------------- Station operating income 695 595 695 595 695 595 Depreciation 388 354 388 354 388 354 Amortization 3 6 3 6 3 6 -------------------------- -------------------------- -------------------------- Operating profit (loss) $304 $235 $304 $235 $304 $235 (1) Pro Forma results assume all acquisitions occurred as of January 1, 2002.
SAGA COMMUNICATIONS, INC. SELECTED SUPPLEMENTAL FINANCIAL DATA FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002 (AMOUNTS IN 000'S EXCEPT PER SHARE DATA) (UNAUDITED) PRO FORMA (1) PRO FORMA (1) PRO FORMA (1) PRO FORMA (1) THREE MONTHS THREE MONTHS CONSOLIDATED THREE MONTHS ENDED THREE MONTHS ENDED ENDED ENDED (In thousands of dollars) MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, 2003 2002 2003 2002 2002 2002 -------------------------- -------------------------- ----------------- --------------- Net operating revenue $26,141 $25,382 $31,790 $31,096 $30,790 $31,756 Station operating expense 18,813 17,741 20,497 19,971 18,644 20,389 -------------------------- -------------------------- ----------------- --------------- Broadcast cash flow 7,328 7,641 11,293 11,125 12,146 11,367 Corporate general and administrative 1,245 1,317 1,896 1,615 1,584 1,702 Depreciation 1,719 1,524 1,671 1,594 1,598 1,518 Amortization 90 125 120 125 125 124 -------------------------- -------------------------- ----------------- --------------- Operating profit 4,274 4,675 7,606 7,791 8,839 8,023 Interest expense 1,535 1,365 1,157 1,439 1,416 1,459 Other (income) expense (8) (7) (357) 10 (150) 306 Income tax provision 1,098 1,393 2,577 2,665 3,181 2,147 -------------------------- -------------------------- ----------------- --------------- Net income $1,649 $1,924 $4,229 $3,677 $4,392 $4,111 ========================== ========================== ================= =============== Earnings per share: Basic $0.08 $0.09 $0.20 $0.18 $0.21 $0.20 ========================== ========================== ================= =============== Diluted $0.08 $0.09 $0.20 $0.17 $0.21 $0.19 ========================== ========================== ================= =============== PRO FORMA (1) PRO FORMA (1) PRO FORMA (1) PRO FORMA (1) THREE MONTHS THREE MONTHS RADIO SEGMENT THREE MONTHS ENDED THREE MONTHS ENDED ENDED ENDED (In thousands of dollars) MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, 2003 2002 2003 2002 2002 2002 -------------------------- -------------------------- ----------------- --------------- Net operating revenue $23,525 $22,627 $28,675 $28,091 $27,650 $28,246 Station operating expense 16,529 15,585 18,077 17,561 16,360 18,023 -------------------------- -------------------------- ----------------- --------------- Broadcast cash flow 6,996 7,042 10,598 10,530 11,290 10,223 Depreciation 1,281 1,121 1,234 1,190 1,195 1,099 Amortization 86 119 117 119 119 118 -------------------------- -------------------------- ----------------- --------------- Operating profit $5,629 $5,802 $9,247 $9,221 $9,976 $9,006 PRO FORMA (1) PRO FORMA (1) PRO FORMA (1) PRO FORMA (1) THREE MONTHS THREE MONTHS TELEVISION SEGMENT THREE MONTHS ENDED THREE MONTHS ENDED ENDED ENDED (In thousands of dollars) MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, 2003 2002 2003 2002 2002 2002 -------------------------- -------------------------- ----------------- --------------- Net operating revenue $2,616 $2,755 $3,115 $3,005 $3,140 $3,510 Station operating expense 2,284 2,156 2,420 2,410 2,284 2,366 -------------------------- -------------------------- ----------------- --------------- Broadcast cash flow 332 599 695 595 856 1,144 Depreciation 388 354 388 354 354 370 Amortization 4 6 3 6 6 6 -------------------------- -------------------------- ----------------- --------------- Operating profit ($60) $239 $304 $235 $496 $768 (1) Pro Forma results assume all acquisitions occurred as of January 1, 2002.