-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BdVNrSeQjb0ylaEVwW2/LQYejVIbc1FCRYK14psqcxxt+REztA1zdDMhunwSt+gE brT6gEzhO3OvW1sUD1kCvw== 0000950135-03-003573.txt : 20030620 0000950135-03-003573.hdr.sgml : 20030620 20030620160812 ACCESSION NUMBER: 0000950135-03-003573 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAGA COMMUNICATIONS INC CENTRAL INDEX KEY: 0000886136 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 383042953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11588 FILM NUMBER: 03751968 BUSINESS ADDRESS: STREET 1: 73 KERCHEVAL AVE CITY: GROSSE POINTE FARMS STATE: MI ZIP: 48236 BUSINESS PHONE: 3138867070 MAIL ADDRESS: STREET 1: 73 KERCHEVAL AVE CITY: GROSSE POINTE FARMS STATE: MI ZIP: 48236 11-K 1 b46977sce11vk.txt SAGA COMMUNICATIONS, INC. 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, 2002 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 Schedule December 31, 2002 and 2001 Page Report of Independent Auditors 3 Financial Statements: Statements of Assets Available for Benefits - December 31, 2002 and 2001 4 Statements of Changes in Assets Available for Benefits - Years ended December 31, 2002 and 2001 5 Notes to Financial Statements 6 Supplemental Schedule: Schedule H line 4(i) - Schedule of Assets (Held At End of Year) 11 Other Information: Signatures 13 Exhibit 23.1 - Consent of Independent Auditors 14 Exhibit 99.1 - Certification of Officers Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 15 2 Report of Independent Auditors 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, 2002 and 2001 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 auditing standards generally accepted in the 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. 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, 2002 and 2001 and the changes in its assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. 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, 2002 is presented for purposes 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. /S/ Ernst & Young LLP ----------------------------- Detroit, Michigan May 30, 2003 3 Saga Communications, Inc. Employees' 401(k) Savings and Investment Plan Statements of Assets Available For Benefits
DECEMBER 31 2002 2001 ------------------------------ ASSETS Investments, at fair value: Mutual funds $ 5,688,928 $ 6,137,039 Guaranteed Investment Fund 1,690,384 1,269,419 Saga Common Stock Fund 2,145,148 1,741,254 Participant loans 163,128 188,146 ------------------------------ 9,687,588 9,335,858 Employer contributions receivable 209,740 196,691 ------------------------------ Assets available for benefits $ 9,897,328 $ 9,532,549 ==============================
See accompanying notes. 4 Saga Communications, Inc. Employees' 401(k) Savings and Investment Plan Statements of Changes in Assets Available For Benefits
YEAR ENDED DECEMBER 31 2002 2001 ------------------------------ ADDITIONS Participant contributions $ 1,433,826 $ 1,474,076 Employer contributions 209,740 196,691 Investment income: Interest and dividends 89,483 97,696 Net appreciation/(depreciation) in fair value of investments: Mutual funds (1,127,823) (825,980) Saga Common Stock Fund 275,597 487,056 ------------------------------ Total additions 880,823 1,429,539 DEDUCTIONS Benefit payments 516,044 743,407 ------------------------------ Net increase 364,779 686,132 Assets available for benefits: Beginning of year 9,532,549 8,846,417 ------------------------------ End of year $ 9,897,328 $ 9,532,549 ==============================
See accompanying notes. 5 Saga Communications, Inc. Employees' 401(k) Savings and Investment Plan Notes to Financial Statements Years ended December 31, 2002 and 2001 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 2002 and 2001 the discretionary employer match was $209,740 and $196,691, 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. 6 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 provision of ERISA. ADMINISTRATIVE EXPENSES Administrative expenses of the Plan are paid by the Company. 7 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 4.7% and 6% for 2002 and 2001, respectively. The crediting interest rate for these investment contracts is reset semiannually by the issuer but cannot be less than zero and was 4.8% and 5.95% at December 31, 2002 and 2001, 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 accounting principles generally accepted in the United States 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. 8 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 2002 2001 ---------- ---------- Guaranteed Investment Fund* $1,690,384 $1,269,419 Saga Common Stock Fund** 2,145,148 1,741,254 Vanguard Wellington Fund* 697,860 662,023 American Century Ultra Investors Fund* 832,316 1,052,158 Fidelity Contrafund Account* 1,524,774 1,606,545 S&P 500 Index Fund* 555,576 708,984 Fidelity Growth & Income Account* 499,233 512,318
* 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 SAGA COMMON STOCK FUND: 2002 2001 ----------- ----------- Contributions $ 345,501 $ 329,788 Net appreciation in fair value 275,597 487,056 Benefit payments (99,098) (123,323) Transfers out (118,106) (28,342) ----------- ----------- Net increase 403,894 665,179 Net assets available for benefits at beginning of year 1,741,254 1,076,075 ----------- ----------- Net assets available for benefits at end of year $ 2,145,148 $ 1,741,254 =========== ===========
9 Saga Communications, Inc. Employees' 401(k) Savings and Investment Plan Notes to Financial Statements (continued) 5. INCOME TAX STATUS The Plan has received a determination letter from the Internal Revenue Service dated April 4, 1994, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. However, the Plan has been restated in its entirety subsequent to the issuance of the determination. 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. 10 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, 2002
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 $ 1,690,384 * Connecticut General Life Insurance Company S&P 500 Index Fund 555,576 * Connecticut General Life Insurance Company Artisan Partners Growth Fund 22,135 * Connecticut General Life Insurance Company Timesquare High Yield 54,392 * Connecticut General Life Insurance Company Fidelity Contrafund Account 1,524,774 * Connecticut General Life Insurance Company Fidelity Growth and Income Account 499,233 * Connecticut General Life Insurance Company Balanced I/ Wellington Management Fund 451,468 * Connecticut General Life Insurance Company American Century Ultra Investors Fund 832,316 * Connecticut General Life Insurance Company Vanguard Wellington Fund 697,860 * Connecticut General Life Insurance Company Credit Suisse Emerging Growth Fund 246,560 * Connecticut General Life Insurance Company Credit Suisse International Equity Fund 64,900 * Connecticut General Life Insurance Company Goldman Sachs Large Cap Growth Fund 94,907 * Connecticut General Life Insurance Company Janus Fund 278,673 * Connecticut General Life Insurance Company Janus Worldwide Fund 199,783 * Connecticut General Life Insurance Company TCW Small Cap Value Fund 30,607 Baron Mutual Funds Baron Asset Fund 135,744 ** Saga Communications, Inc. Saga Common Stock Fund $ 1,434,059 2,145,148 * Participant loans receivable Interest rates 5.75% to 10.50% 163,128 ----------- Total investments $ 9,687,588 ===========
* Party-in-interest. ** Party-in-interest, Nonparticipant directed fund 11 EXHIBIT INDEX Exhibits 23.1 Consent of Ernst & Young LLP 99.1 Certification of Officers Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 12 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 20, 2003 /S/ Marcia K. Lobaito ------------------------------------- Marcia K. Lobaito Plan Administrator Date: June 20, 2003 /S/ Catherine Bobinski ------------------------------------- Catherine Bobinski Vice President, Corporate Controller and Chief Accounting Officer 13 EX-23.1 3 b46977scexv23w1.txt 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 30, 2003, 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, 2002. /S/ Ernst & Young LLP Detroit, Michigan June 20, 2003 14 EX-99.1 4 b46977scexv99w1.txt CERTIFICATION PURSUANT TO SECTION 906 Exhibit 99.1 - Certification of Officers Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 Certification Each of the undersigned hereby certifies, for the purposes of section 1350 of chapter 63 of title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in his or her capacity as an officer of Saga Communications, Inc. ("Saga"), that, to his or her knowledge, the Annual Report for the Saga Communications, Inc. 401(k) Savings Plan on Form 11-K for the period ended December 31, 2002, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects the net assets available for benefits and changes in net assets available for benefits of the Plan. This written statement is being furnished to the Securities and Exchange Commission as an exhibit to such Form 11-K. A signed original of this statement has been provided to Saga and will be retained by Saga and furnished to the Securities and Exchange Commission or its staff upon request. Dated: June 20, 2003 /S/ Edward K. Christian ---------------------------------- Edward K. Christian Chief Executive Officer Dated: June 20, 2003 /S/ Samuel D. Bush ---------------------------------- Samuel D. Bush Chief Financial Officer 15 -----END PRIVACY-ENHANCED MESSAGE-----