<PAGE> 1
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Quarterly Period ended March 31, 2000
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from _________ to _________
Commission file number 1-11588
Saga Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware 38-3042953
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
73 Kercheval Avenue
Grosse Pointe Farms, Michigan 48236
(Address of principal executive offices) (Zip Code)
(313) 886-7070
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
The number of shares of the registrant's Class A Common Stock, $.01 par value,
and Class B Common Stock, $.01 par value, outstanding as of April 30, 2000 was
14,590,241 and 1,888,296, respectively.
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets--March 31, 2000 and December 31,
1999 3
Condensed consolidated statements of operations and
comprehensive income -- Three months ended March 31,
2000 and 1999 5
Condensed consolidated statements of cash flows--Three months ended
March 31, 2000 and 1999 6
Notes to unaudited condensed consolidated financial statements 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 11
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 18
Signatures 19
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Saga Communications, Inc.
Condensed Consolidated Balance Sheets
(dollars in thousands)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
---- ----
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 6,108 $ 11,342
Accounts receivable, net 16,013 18,121
Prepaid expenses 1,453 1,642
Other current assets 1,570 2,035
--------------------------------
Total current assets 25,144 33,140
Property and equipment 90,844 88,991
Less accumulated depreciation (45,523) (44,536)
--------------------------------
Net property and equipment 45,321 44,455
Other assets:
Excess of cost over fair value of assets
acquired, net 20,335 20,508
Broadcast licenses, net 57,903 53,360
Other intangibles, deferred costs and
investments, net 14,697 11,033
--------------------------------
Total other assets 92,935 84,901
================================
$163,400 $162,496
================================
</TABLE>
See notes to unaudited condensed consolidated financial statements.
3
<PAGE> 4
Saga Communications, Inc.
Condensed Consolidated Balance Sheets
(dollars in thousands)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
---- ----
(UNAUDITED)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 1,040 $ 1,417
Other current liabilities 9,106 8,572
Current portion of long-term debt 2,378 395
------------------------------
Total current liabilities 12,524 10,384
Deferred income taxes 6,903 6,811
Long-term debt 83,270 85,379
Broadcast program rights 551 602
Other 269 218
STOCKHOLDERS' EQUITY:
Common stock 165 165
Additional paid-in capital 42,273 42,273
Note receivable from principal stockholder (496) (486)
Retained earnings 17,986 17,268
Accumulated other comprehensive income 33 33
Treasury stock (78) (151)
------------------------------
Total stockholders' equity 59,883 59,102
------------------------------
$163,400 $162,496
==============================
</TABLE>
Note: The balance sheet at December 31, 1999 has been derived from the audited
financial statements at that date but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements.
See notes to unaudited condensed consolidated financial statements.
4
<PAGE> 5
Saga Communications, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Income
(dollars in thousands except per share data)
Unaudited
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
2000 1999
---- ----
<S> <C> <C>
Net operating revenue $22,042 $18,267
Station operating expense:
Programming and technical 5,598 4,671
Selling 5,741 4,978
Station general and administrative 3,980 3,085
-----------------------------
Total station operating expense 15,319 12,734
-----------------------------
Station operating income before corporate general and administrative,
depreciation and amortization 6,723 5,533
Corporate general and administrative 1,211 1,167
Depreciation and amortization 2,198 1,803
-----------------------------
Operating profit 3,314 2,563
Other expenses:
Interest expense 1,570 1,377
Other 425 214
-----------------------------
Income before income tax 1,319 972
Income tax provision 599 416
-----------------------------
Net income and comprehensive income $ 720 $ 556
=============================
Earnings per share (basic and diluted) $.04 $.03
=============================
Weighted average common shares 16,479 16,080
=============================
Weighted average common and common equivalent shares
16,861 16,429
=============================
</TABLE>
See notes to unaudited condensed consolidated financial statements.
5
<PAGE> 6
Saga Communications, Inc.
Condensed Consolidated Statements of Cash Flows
(dollars in thousands)
Unaudited
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash provided by operating activities $ 5,683 $ 2,572
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment (1,151) (1,576)
Proceeds from sale of assets 259 -
Increase in intangibles and other assets (3,755) (216)
Acquisition of stations (6,144) (6,045)
----------------------------
Net cash used in investing activities (10,791) (7,837)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt - 10,250
Payments on long-term debt (126) (20)
Net proceeds from exercise of stock options - 850
----------------------------
Net cash provided by (used in) financing activities (126) 11,080
Net increase (decrease) in cash and cash equivalents (5,234) 5,815
Cash and cash equivalents, beginning of period 11,342 6,664
----------------------------
Cash and cash equivalents, end of period $ 6,108 $ 12,479
============================
</TABLE>
See notes to unaudited condensed consolidated financial statements.
6
<PAGE> 7
Saga Communications, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for annual
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three months ended March 31, 2000 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2000. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Saga Communications,
Inc. Annual Report (Form 10-K) for the year ended December 31, 1999.
2. INCOME TAXES
The Company's effective tax rate is higher than the statutory rate as a result
of certain non-deductible depreciation and amortization expenses and the
inclusion of state taxes in the income tax amount.
3. ACQUISITIONS
On January 1, 2000, the Company acquired two FM and one AM radio station
(KICD-AM/FM and KLLT-FM) serving the Spencer, Iowa market for approximately
$6,400,000. The acquisition was accounted for as a purchase and, accordingly,
the total costs were allocated to the acquired assets and assumed liabilities
based on their estimated fair values as of the acquisition date. The excess of
consideration paid over the estimated fair value of the net assets acquired has
been recorded as broadcast licenses.
The following unaudited pro forma results of operations of the Company for the
three months ended March 31, 2000 and 1999 assume the 1999 and 2000 acquisitions
occurred as of January 1, 1999. The pro forma results give effect to certain
adjustments, including depreciation, amortization of intangible assets,
increased interest expense on acquisition debt and related income tax effects.
The pro forma results have been prepared for comparative purposes only and do
not purport to indicate the results of operations which would actually have
occurred had the combinations been in effect on the dates indicated, or which
may occur in the future.
7
<PAGE> 8
Saga Communications, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
Unaudited
3. ACQUISITIONS (CONTINUED)
Pro Forma Results of Operations for Acquisitions:
(In thousands except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
2000 1999
---- ----
<S> <C> <C>
Net operating revenue $22,042 $20,143
Net income $720 $487
Earnings per share (basic and diluted) $.04 $.03
</TABLE>
4. SEGMENT INFORMATION
The Company's operations are aligned into two business segments: Radio and
Television. These business segments are consistent with the Company's management
of these businesses and its financial reporting structure.
The Radio segment includes all 41 of the Company's radio stations and three
radio information networks. The Television segment consists of 6 television
stations. The Radio and Television segments derive their revenue from the sale
of commercial broadcast inventory.
The category "Corporate and Other" represents the income and expense not
allocated to reportable segments.
The Company evaluates performance of its operating entities based on station
operating income before corporate general and administrative, depreciation and
amortization "station operating income". Management believes that station
operating income is useful because it provides a meaningful comparison of
operating performance between companies in the broadcasting industry and serves
as an indicator of the market value of a group of stations. Station operating
income is generally recognized by the broadcasting industry as a measure of
performance and is used by analysts who report on the performance of
broadcasting groups. Station operating income is not necessarily indicative of
amounts that may be available to the Company for debt service requirements,
other commitments, reinvestment in the Company or other discretionary uses.
Station operating income is not a measure of liquidity or of performance in
accordance with generally accepted accounting principles, and should be viewed
as a supplement to and not a substitute for the results of operations presented
on the basis of generally accepted accounting principles.
8
<PAGE> 9
Saga Communications, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
Unaudited
4. SEGMENT INFORMATION (CONTINUED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, CORPORATE AND
2000: RADIO TELEVISION OTHER CONSOLIDATED
----- ---------- ----- ------------
<S> <C> <C> <C> <C>
Net operating revenue $ 19,244 $ 2,798 - $ 22,042
Station operating expense 13,128 2,191 - 15,319
-----------------------------------------------------------------
Station operating income 6,116 607 - 6,723
Corporate general and
administrative - - $ 1,211 1,211
Depreciation and amortization 1,612 493 93 2,198
-----------------------------------------------------------------
Operating profit (loss) $ 4,504 $ 114 $(1,304) $ 3,314
=================================================================
Total assets $119,606 $27,266 $16,528 $163,400
=================================================================
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, CORPORATE AND
1999: RADIO TELEVISION OTHER CONSOLIDATED
----- ---------- ----- ------------
<S> <C> <C> <C> <C>
Net operating revenue $ 16,980 $ 1,287 - $ 18,267
Station operating expense 11,810 924 - 12,734
-----------------------------------------------------------------
Station operating income 5,170 363 - 5,533
Corporate general and
administrative - - $ 1,167 1,167
Depreciation and amortization 1,475 217 111 1,803
-----------------------------------------------------------------
Operating profit (loss) $ 3,695 $ 146 $(1,278) $ 2,563
=================================================================
Total assets $113,615 $ 8,983 $19,940 $142,538
=================================================================
</TABLE>
9
<PAGE> 10
Saga Communications, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
Unaudited
5. COMMITMENTS
In March 2000, the Company entered into an agreement to acquire an AM and FM
radio station (WHMP-AM/FM) serving the Northhampton, Massachusetts market for
approximately $12,000,000. The acquisition is subject to FCC approval and is
expected to close during the third quarter of 2000.
In March 2000, the Company also entered into an agreement to acquire an FM radio
station (WKIO-FM) serving the Champaign-Urbana, Illinois market for
approximately $7,000,000. The acquisition is subject to FCC approval and is
expected to close during the third quarter of 2000.
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the unaudited
condensed consolidated financial statements and notes thereto of Saga
Communications, Inc. and its subsidiaries contained elsewhere herein.
GENERAL
The Company's financial results are dependent on a number of factors, the
most significant of which is the ability to generate advertising revenue through
rates charged to advertisers. The rates a station is able to charge are, in
large part, based on a station's ability to attract audiences in the demographic
groups targeted by its advertisers, as measured principally by periodic reports
by independent national rating services. Various factors affect the rate a
station can charge, including the general strength of the local and national
economies, population growth, ability to provide popular programming, local
market competition, relative efficiency of radio and/or broadcasting compared to
other advertising media, signal strength and government regulation and policies.
The primary operating expenses involved in owning and operating radio stations
are employee salaries, depreciation and amortization, programming expenses,
solicitation of advertising, and promotion expenses. In addition to these
expenses, owning and operating television stations involves the cost of
acquiring certain syndicated programming.
During the years ended December 31, 1999 and 1998, and the three month
periods ended March 31, 2000 and 1999, none of the Company's operating locations
represented more than 15% of the Company's station operating income (i.e., net
operating revenue less station operating expense), other than the Columbus, Ohio
and Milwaukee, Wisconsin stations. For the years ended December 31, 1999 and
1998, Columbus accounted for an aggregate of 15% and 22%, respectively, and
Milwaukee accounted for an aggregate of 22% and 24%, respectively of the
Company's station operating income. For the three months ended March 31, 2000
and 1999, Columbus accounted for an aggregate of 15% and 16%, respectively, and
Milwaukee accounted for an aggregate of 24% and 21%, respectively, of the
Company's station operating income. While radio revenues in each of the Columbus
and Milwaukee markets have remained relatively stable historically, an adverse
change in these radio markets or these location's relative market position could
have a significant impact on the Company's operating results as a whole.
11
<PAGE> 12
Because audience ratings in the local market are crucial to a station's
financial success, the Company endeavors to develop strong listener/viewer
loyalty. The Company believes that the diversification of formats on its radio
stations helps the Company to insulate itself from the effects of changes in
musical tastes of the public on any particular format.
The number of advertisements that can be broadcast without jeopardizing
listening/viewing levels (and the resulting ratings) is limited in part by the
format of a particular radio station and, in the case of television stations, by
restrictions imposed by the terms of certain network affiliation and syndication
agreements. The Company's stations strive to maximize revenue by constantly
managing the number of commercials available for sale and adjusting prices based
upon local market conditions. In the broadcasting industry, stations often
utilize trade (or barter) agreements to generate advertising time sales in
exchange for goods or services used or useful in the operation of the stations,
instead of for cash. The Company minimizes its use of trade agreements and
historically has sold over 95% of its advertising time for cash.
Most advertising contracts are short-term, and generally run only for a
few weeks. Most of the Company's revenue is generated from local advertising,
which is sold primarily by each station's sales staff. For the three months
ended March 31, 2000 and 1999, approximately 81% and 82%, respectively, of the
Company's gross revenue was from local advertising. To generate national
advertising sales, the Company engages independent advertising sales
representatives that specialize in national sales for each of its stations.
The Company's revenue varies throughout the year. Advertising
expenditures, the Company's primary source of revenue, generally have been
lowest during the winter months, which comprise the first quarter.
As of March 31, 1999 the Company owned and operated forty-one radio
stations, one TV station, and three radio information networks. As a result of
acquisitions, as of March 31, 2000 the Company owned and/or operated forty-five
radio stations, six TV stations, and three radio information networks.
12
<PAGE> 13
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999
For the three months ended March 31, 2000, the Company's net operating
revenue was $22,042,000 compared with $18,267,000 for the three months ended
March 31, 1999, an increase of $3,775,000 or 21%. Approximately $2,070,000 or
55% of the increase was attributable to revenue generated by stations which were
not owned or operated by the Company for the comparable period in 1999. The
balance of the increase in net operating revenue represented a 9% increase in
revenue generated by stations owned and operated by the Company for the entire
comparable period. This increase was primarily the result of increased
advertising rates at the majority of such stations.
Station operating expense (i.e., programming, technical, selling and
station general and administrative expenses) increased by $2,585,000 or 20% to
$15,319,000 for the three months ended March 31, 2000, compared with $12,734,000
for the three months ended March 31, 1999. Of the total increase, approximately
$1,585,000 or 61% was the result of the impact of the operation of stations
which were not owned or operated by the Company for the comparable period in
1999. The remaining balance of the increase in station operating expense of
$1,000,000 represents a total increase of 8% in station operating expense
generated by stations owned and operated by the Company for the comparable
period in 1999.
Operating profit increased by $751,000 or 29% to $3,314,000 for the three
months ended March 31, 2000, compared with $2,563,000 for the three months ended
March 31, 1999. The improvement was primarily the result of the $3,775,000
increase in net operating revenue, offset by the $2,585,000 increase in station
operating expense, a $395,000 or 22% increase in depreciation and amortization
that was principally the result of the recent acquisitions, and a $44,000 or 4%
increase in corporate general and administrative charges.
The Company generated net income in the amount of approximately $720,000
($0.04 per share on a diluted basis) during the three months ended March 31,
2000, compared with net income of $556,000 ($0.03 per share on a diluted basis)
for the three months ended March 31, 1999, an increase of approximately
$164,000. The increase in net income was principally the result of the $751,000
improvement in operating profit offset by a $193,000 increase in interest
expense, a $211,000 increase in other expense, and a $183,000 increase in income
taxes directly associated with the improved operating performance of the
Company. The increase in interest expense was principally the result of the
Company's additional borrowings to finance acquisitions. The increase in other
expense was principally the result of a $125,000 loss on the sale of a building
in one of the Company's markets and an $80,000 increase in the loss related to
the Company's equity in the operating results of an investment in Reykjavik,
Iceland.
13
<PAGE> 14
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2000, the Company had $85,648,000 of long-term debt
(including the current portion thereof) outstanding and approximately
$65,500,000 of unused borrowing capacity under the Credit Agreement (as
described below).
The Company's credit agreement (the "Credit Agreement") has three
facilities (the "Facilities"): a $70,000,000 senior secured term loan (the "Term
Loan"), a $60,000,000 senior secured acquisition loan facility (the "Acquisition
Facility"), and a $20,000,000 senior secured revolving credit facility (the
"Revolving Facility"). The Facilities mature June 30, 2006. The Company's
indebtedness under the Facilities is secured by a first priority lien on
substantially all the assets of the Company and its subsidiaries, by a pledge of
its subsidiaries' stock and by a guarantee of its subsidiaries.
The Acquisition Facility may be used for permitted acquisitions. The
Revolving Facility may be used for general corporate purposes, including working
capital, capital expenditures, permitted acquisitions (to the extent that the
Acquisition Facility has been fully utilized and limited to $10,000,000) and
permitted stock buybacks. On December 30, 2000, the Acquisition Facility will
convert to a five and a half year term loan. The outstanding amounts of the Term
Loan and the Acquisition Facility are required to be reduced quarterly in
amounts ranging from 2.5% to 7.5% of the initial commitment commencing on March
31, 2001. Any outstanding amount under the Revolving Facility will be due on the
maturity date of June 30, 2006. In addition, the Facilities may be further
reduced by specified percentages of Excess Cash Flow (as defined in the Credit
Agreement) based on leverage ratios.
Interest rates under the Facilities are payable, at the Company's option,
at alternatives equal to Eurodollar plus 1.0% to 1.75% or the Agent bank's base
rate plus 0% to .75%. The spread over Eurodollar and the prime rate vary from
time to time, depending upon the Company's financial leverage. The Company also
pays quarterly commitment fees equal to 0.375% to 0.5% per annum on the
aggregate unused portion of the Acquisition and Revolving Facilities.
The Credit Agreement contains a number of financial covenants which, among
other things, require the Company to maintain specified financial ratios and
impose certain limitations on the Company with respect to investments,
additional indebtedness, dividends, distributions, guarantees, liens and
encumbrances.
14
<PAGE> 15
At March 31, 2000, the Company has two interest rate swap agreements with
a total notional amount of $24,500,000. Coincident with these agreements, the
Company also has sold two interest rate caps under the same terms with a fixed
price of 6.0%. The swap agreements are used to convert the variable Eurodollar
interest rate of a portion of its bank borrowings to a fixed interest rate. In
accordance with the terms of the swap agreements, the Company pays 5.685%
calculated on a $24,500,000 notional amount. The Company receives LIBOR (6.28%
at March 31, 2000) calculated on a notional amount of $24,500,000. The interest
rate cap agreements requires that if on any reset date LIBOR is greater than
6.00% the Company will pay the difference between 6.00% and the LIBOR rate at
the reset date calculated on the notional amount of $24,500,000. As a result of
this combination, the Company will pay a rate of 5.685% with benefits up to 6%.
Should LIBOR increase above 6.00%, the Company will pay LIBOR less a 31.5 basis
point benefit. Net receipts or payments under the agreements are recognized as
an adjustment to interest expense. These agreements expire in September 2001.
Approximately $11,000 in additional interest expense was recognized as a result
of the interest rate swap and cap agreements for the year ended December 31,
1999. A decrease of approximately $20,000 in interest expense was recognized as
a result of the interest rate swap agreement for the three months ended March
31, 2000 and an aggregate decrease in interest expense of $9,000 has been
recognized since the inception of the agreement.
During the three months ended March 31, 2000 and 1999, the Company had net
cash flows from operating activities of $5,683,000 and $2,572,000, respectively.
The Company believes that cash flow from operations will be sufficient to meet
quarterly debt service requirements for interest and scheduled payments of
principal under the Credit Agreement. If such cash flow is not sufficient to
meet such debt service requirements, the Company may be required to sell
additional equity securities, refinance its obligations or dispose of one or
more of its properties in order to make such scheduled payments. There can be no
assurance that the Company would be able to effect any such transactions on
favorable terms.
On January 1, 2000, the Company acquired two FM and one AM radio station
(KICD-AM/FM and KLLT-FM) serving the Spencer, Iowa market for approximately
$6,400,000. The acquisition was financed through funds generated from
operations.
In March 2000, the Company entered into an agreement to acquire an AM and
FM radio station (WHMP-AM/FM) serving the Northhampton, Massachusetts market for
approximately $12,000,000. The acquisition is subject to FCC approval and is
expected to close during the third quarter of 2000.
In March 2000, the Company also entered into an agreement to acquire an FM
radio station (WKIO-FM) serving the Champaign-Urbana, Illinois market for
approximately $7,000,000. The acquisition is subject to FCC approval and is
expected to close during the third quarter of 2000.
15
<PAGE> 16
The Company anticipates that the above and any future acquisitions of
radio and television stations will be financed through funds generated from
operations, borrowings under the Credit Agreement, additional debt or equity
financing, or a combination thereof. However, there can be no assurances that
any such financing will be available.
The Company's capital expenditures for the three months ended March 31,
2000 were approximately $1,151,000 ($1,576,000 in the comparable period in
1999). The Company anticipates capital expenditures in 2000 to be approximately
$4,500,000, which it expects to finance through funds generated from operations.
In March 2000, the Company modified its Stock Buy-Back Program pursuant to
which the Company may purchase up to $4,000,000 of its Class A Common Stock.
IMPACT OF THE YEAR 2000
The Company is not aware of any material problems resulting from Year 2000
issues, either with its internal systems, or the products and services of third
parties.
INFLATION
The impact of inflation on the Company's operations has not been
significant to date. There can be no assurance that a high rate of inflation in
the future would not have an adverse effect on the Company's operations.
16
<PAGE> 17
FORWARD-LOOKING STATEMENTS
Statements contained in this Form 10-Q that are not historical facts are
forward-looking statements that are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. In addition, when used
in this Form 10-Q words such as "believes," "anticipates," "expects," and
similar expressions are intended to identify forward looking statements. The
Company cautions that a number of important factors could cause the Company's
actual results for 2000 and beyond to differ materially from those expressed in
any forward looking statements made by or on behalf of the Company. Forward
looking statements involve a number of risks and uncertainties including, but
not limited to, the Company's financial leverage and debt service requirements,
dependence on key personnel, dependence on key stations, U.S. and local economic
conditions, the successful integration of acquired stations, and regulatory
matters. The Company cannot assure that it will be able to anticipate or respond
timely to changes in any of the factors listed above, which could adversely
affect the operating results in one or more fiscal quarters. Results of
operations in any past period should not be considered, in and of itself,
indicative of the results to be expected for future periods. Fluctuations in
operating results may also result in fluctuations in the price of the Company's
stock. For a more complete description of the prominent risks and uncertainties
inherent in the Company's business, see "Business - Forward Looking Statements;
Risk Factors" in the Company's Form 10-K for the year ended December 31, 1999.
17
<PAGE> 18
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>
(a) Exhibits
<S> <C>
10(a) Second Amendment to Employment Agreement of Edward K. Christian dated January 1, 2000
10(e) Chief Executive Officer Annual Incentive Plan of Saga Communications, Inc.
27 Financial Data Schedule
(b) Reports on Form 8-K
None
</TABLE>
18
<PAGE> 19
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 thereunto duly authorized.
SAGA COMMUNICATIONS, INC.
Date: May 13, 2000 /s/ Samuel D. Bush
----------------------------------------------
Samuel D. Bush
Vice President, Chief Financial
Officer, and Treasurer
(Principal Financial Officer)
Date: May 13, 2000 /s/ Catherine A. Bobinski
----------------------------------------------
Catherine A. Bobinski
Vice President, Corporate Controller and Chief
Accounting Officer
(Principal Accounting Officer)
19
<PAGE> 1
Exhibit 10(a)
SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
THIS SECOND AMENDMENT is made as of the 1st day of January, 2000,
between SAGA COMMUNICATIONS, INC., a Delaware corporation with its principal
office at 73 Kercheval Avenue, Grosse Pointe Farms, Michigan 48236 (the
"Corporation"), and Edward K. Christian of Grosse Pointe Farms, Michigan 48236
("Christian").
WITNESSETH THAT:
WHEREAS, the Corporation and Christian entered into an Employment
Agreement dated as of April 8, 1997, amended as of December 8, 1998 (the
"Agreement"); and
WHEREAS, the Corporation and Christian desire to amend paragraph 6 of
the Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto agree as follows:
1. The Agreement is hereby amended by replacing the existing paragraph
6 in its entirety with the following:
"6. In addition to the salary specified in paragraph 4 and the cost of
living adjustment specified in paragraph 5, Christian shall be eligible for (a)
stock options in such amounts as shall be approved by the Board of Directors of
the Corporation from time to time and (b) bonuses in such amounts as shall be
determined pursuant to the terms of the Chief Executive Officer Annual Incentive
Plan of SAGA Communications, Inc., effective as of January 1, 2000, or as
otherwise determined by the Board of Directors of the Corporation, it being
agreed that Christian's aggregate compensation in any year under paragraphs 4, 5
and 6 hereof shall not be less than his average aggregate annual compensation
for 1994, 1995 and 1996 unless Christian's or the Corporation's performance
shall have declined substantially."
2. Except as modified and amended hereby, the Agreement shall remain in
full force and effect and is hereby ratified and affirmed.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year above written.
SAGA COMMUNICATIONS, INC.
By /S/ Samuel D. Bush
-------------------------------------
Samuel D. Bush, Vice President
By /S/ Edward K. Christian
-------------------------------------
Edward K. Christian
2
<PAGE> 1
EXHIBIT 10(e)
CHIEF EXECUTIVE OFFICER
ANNUAL INCENTIVE PLAN
OF
SAGA COMMUNICATIONS, INC.
ARTICLE I
PURPOSE
1.1 ESTABLISHMENT AND PURPOSE. SAGA Communications, Inc. (the "Company")
hereby establishes the Chief Executive Officer Annual Incentive Plan of
SAGA Communications (the "Plan"), effective as of January 1, 2000. The
purpose of the Plan is to further the interests of the Company's
shareholders by establishing and providing performance-based incentives
to the Chief Executive Officer of the Company.
1.2 APPLICABILITY OF PLAN. The provisions of this Plan are applicable only
to the Chief Executive Officer of the Company.
ARTICLE II
DEFINITIONS
2.1 DEFINITIONS. Wherever used in the Plan, the following words and phrases
shall have the meaning set forth below, unless the context plainly
requires a different meaning:
a) "Administrator" means the Compensation Committee.
b) "Beneficiary" means the person or persons designated by the
Chief Executive Officer in accordance with Section 6.7.
c) "Board" means the Board of Directors of the Company.
d) "Cause" means "for cause" as defined in paragraph 11 of the
employment agreement entered into by the Chief Executive
Officer and the Company; provided, however, that "Cause" shall
not exist unless the notice and potential redress process
described in such employment agreement have been completed.
e) "Code" means the Internal Revenue Code of 1986, as amended
from time to time.
f) "Committee" means the Compensation Committee, and with respect
to the administration of the Plan, whose members shall satisfy
the definition of "outside directors" as identified in Code
Section 162(m)(4)(C) and as defined in Treasury Regulation
Section 162-27(e)(3).
g) "Company" means SAGA Communications, Inc.
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h) "Disability" means "disability" as that term is described in
paragraph 10 of the employment agreement entered into by the
Chief Executive Officer and the Company.
i) "Effective Date" means January 1, 2000.
j) "Fiscal Year" means the 12-month period beginning January 1
and ending on the following December 31st.
k) "Incentive Award" means the amount payable pursuant to the
Plan with respect to a Fiscal Year, based on the level of
achievement of the Performance Goals established for the
Performance Measures selected by the Committee for such Fiscal
Year.
l) "Performance Goal" means, with respect to a specific
Performance Measure, the level at which credit will be given
to the Chief Executive Officer for purposes of determining a
payment from the Plan for a Fiscal Year.
m) "Performance Measure" means each measure identified in Section
4.1.
n) "Plan" means the Chief Executive Officer Annual Incentive Plan
of Saga Communications, Inc., and any amendment thereto.
o) "Retirement" means "retirement" as such or similar term is
defined in the qualified defined contribution plan sponsored
by the Company.
ARTICLE III
ADMINISTRATION
3.1 GENERAL. The Administrator shall be the Committee, or such other person
or persons designated by the Board. Except as otherwise specifically
provided in the Plan, the Administrator shall be responsible for the
administration of the Plan.
3.2 ADMINISTRATIVE RULES. The Administrator may adopt such rules of
procedure as it deems desirable for the conduct of its affairs, except
to the extent that such rules conflict with the provisions of the Plan.
3.3 DUTIES. The Administrator shall have the following rights, powers and
duties:
(a) The decision of the Administrator in matters within its
jurisdiction shall be final, binding and conclusive upon the
Chief Executive Officer and upon any other person affected by
such decision, subject to the claims procedure hereinafter set
forth.
(b) The Administrator shall have the duty and authority to
interpret and construe the provisions of the Plan, to decide
any question which may arise regarding the rights of the Chief
Executive Officer and his beneficiary(ies), and the amounts of
their respective interests, to adopt such rules and to
exercise such powers as the Administrator may deem necessary
for the administration of the Plan, and to exercise any other
rights, powers or privileges granted to the Administrator by
the terms of the Plan.
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<PAGE> 3
(c) The Administrator shall have the authority to appoint
individuals, including employees of the Company, to provide
appropriate support and day-to-day administration and advice
to the Administrator in the fulfillment of the duties of the
Administrator.
(d) The Administrator shall maintain full and complete records of
its decisions. Its records shall contain all relevant data
pertaining to the Chief Executive Officer and his rights and
duties under the Plan. The Administrator shall have the duty
to maintain Account records of the participant in the Plan.
(e) The Administrator shall periodically report to the Board with
respect to the status of the Plan.
3.4 FEES. No fee or compensation shall be paid to any person for services
as the Administrator. No individual who is an employee of the Company
and is appointed by the Administrator pursuant to Section 3.3(c) shall
receive additional compensation in fulfilling the duties assigned to
that individual. Any non-employee of the Company who provides services
to the Administrator pursuant to Section 3.3(c) shall receive fees for
such services as negotiated by and between the Company and such
non-employee.
ARTICLE IV
PERFORMANCE MEASURES AND GOALS
4.1 PERFORMANCE MEASURES. The Committee shall select, for each Fiscal Year
for which the Committee determines that the Chief Executive Officer
shall have the opportunity to achieve an Incentive Award, the
Performance Measure or Measures by which such Incentive Award shall be
determined. The Performance Measures from which the Committee may
select are as follows:
<TABLE>
<CAPTION>
<S> <C>
Earnings Per Share Net Revenue Growth
Broadcast Cash Flow Free Cash Flow
After-tax Cash Flow Annual Net Revenue
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4.2 PERFORMANCE GOALS. The Committee shall assign, for each Fiscal Year for
which the Committee determines that the Chief Executive Officer shall
have the opportunity to achieve an Incentive Award, the specific goal
that must be achieved for each Performance Measure.
4.3 COMBINATION OF PERFORMANCE MEASURES AND PERFORMANCE GOALS. The
Committee shall determine in writing the combination of Performance
Measures, their respective Performance Goals, and the weighting to be
assigned to each Performance Measure, in determining the level of
performance that must be achieved for the Chief Executive Officer to
receive an Incentive Award for a specific Fiscal Year. The Committee
shall make reasonable efforts to satisfy the requirements of this
Section 4.3 within ninety (90) days after the beginning of the Fiscal
Year to which the Performance Measures and Goals relate; provided,
however, that if the Committee satisfies the requirement of this
Section 4.3 after such ninety (90) day period, the provisions of this
Plan shall continue to apply with respect to the determination of the
Incentive Award for such Fiscal Year.
3
<PAGE> 4
4.4 ESTABLISHMENT OF A CORPORATE PERFORMANCE TRIGGER. The Committee in
satisfying the provisions of this Article IV with respect to any Fiscal
Year shall establish a Performance Measure and related Goal (or
combination of Measures and related Goals) that must be satisfied prior
to determining whether any Incentive Award is to be payable for such
Fiscal Year, which shall be set forth in writing in the manner
described in Section 4.3.
ARTICLE V
INCENTIVE AWARDS
5.1 ESTABLISHING POTENTIAL INCENTIVE AWARD OPPORTUNITIES. The Committee
shall establish, at the same time as the Performance Measures and Goals
are established as described in Article IV with respect to a specific
Fiscal Year, the following items:
a) The amount of Incentive Award which will be paid if the
applicable Performance Goal (or combination of Goals) is
achieved;
b) The minimum level of Performance Goal (or combination of
Performance Goals) achievement which must occur for any
Incentive Award to be paid, and the amount that would be paid
for such level of achievement; and
c) The maximum amount of any Incentive Award which will be paid
with respect to achieving a Performance Goal (or combination
of Performance Goals), and the amount that would be paid such
level of achievement;
provided, however, that the maximum Incentive Award for any Fiscal Year
cannot exceed five hundred percent (500%) of annual base salary payable
for such year.
These items shall be set forth in writing consistent with the
provisions of Section 4.3.
5.2 DETERMINING ACTUAL INCENTIVE AWARD. The Committee shall determine
whether any Incentive Award is payable for a Fiscal Year, based on a
determination of the actual results relating to the Performance Goals
and Measures selected for that Fiscal Year. The Committee may rely on
any such information, including but not limited to the financial
statements developed with respect to such Fiscal Year, in making such
determination. For purposes of making the determination under this
Section 5.2, the Committee shall use its best judgment in applying any
actual corporate result that is not equal to the specific Goal (or
combination of Goals) established for a Performance Measure, but which
otherwise would result in an Incentive Award being payable.
The Committee shall have the authority, once such determination is
made, to decrease any Incentive Award otherwise payable for a Fiscal
Year, but in no event shall the Committee have the authority to
increase any such Incentive Award. In making this determination, the
Committee may take into account events, including but not limited to
changes in corporate structure or accounting procedures, that occur
during a Fiscal Year which, in the judgment of the Committee, makes
comparison of actual corporate performance with a Performance Goal (or
Goals) impossible or inconsistent with the objectives of the Company
and the Plan.
4
<PAGE> 5
The Committee shall set forth in writing the determination required
under this Section 5.2.
5.3 AUTHORIZING PAYMENT OF INCENTIVE AWARD. The Committee shall authorize
payment of any Incentive Award for a Fiscal Year after or commensurate
with the determination under Section 5.2. Notwithstanding the
foregoing, if the Chief Executive Officer separates from employment
with the Company on account of death or Disability, or as a result of
Retirement, during a Fiscal Year for which the Committee had previously
determined that an Incentive Award could be earned by the Chief
Executive Officer, the Committee shall authorize payment of any
Incentive Award that is determined to be payable, reduced by a
fraction, the numerator of which is the number of whole months
(rounding to the nearest whole month based on the number of days
actually employed in the month the separation occurs) in which the
separation from employment occurs, and the denominator of which is
twelve (12).
5.4 FORM OF PAYMENT OF INCENTIVE AWARD. Unless otherwise determined by the
Committee, the Chief Executive Officer shall receive the Incentive
Award for a Fiscal Year in one or more lump sum cash payments within a
reasonable period of time after the determination described in Sections
5.2 and 5.3 with respect to such Incentive Award.
ARTICLE VI
MISCELLANEOUS PROVISIONS
6.1 TERM OF PLAN. The Plan shall be effective as of the Effective Date, and
shall continue in effect until terminated pursuant to Section 6.3.
6.2 AMENDMENT. The Company reserves the right to amend the Plan in any
manner that it deems advisable by a resolution of the Committee;
provided, however, that (a) any such amendment, to the extent
determined necessary by the Committee, shall be subject to approval by
Company shareholders consistent with the requirements of Code Section
162(m) and the regulations thereunder, and (b) no amendment may
adversely affect outstanding awards without the consent of the Chief
Executive Officer.
6.3 TERMINATION. The Company reserves the right to terminate the Plan at
any time; provided, however, that no termination may adversely affect
outstanding awards without the consent of the Chief Executive Officer.
6.4 NO ASSIGNMENT. The Chief Executive Officer shall not have the power to
pledge, transfer, assign, anticipate, mortgage or otherwise encumber or
dispose of in advance any interest in amounts payable hereunder or any
of the payments provided for herein, nor shall any interest in amounts
payable hereunder or in any payments be subject to seizure for payments
of any debts, judgments, alimony or separate maintenance, or be reached
or transferred by operation of law in the event of bankruptcy,
insolvency or otherwise.
6.5 NO IMPLIED RIGHTS. Neither the Chief Executive Officer nor any other
individual shall have any rights and privileges with respect to any
amounts that may become payable pursuant to the Plan.
5
<PAGE> 6
6.6 CONTINUED EMPLOYMENT NOT PRESUMED. Nothing in the Plan or any document
describing it shall give any individual the right to continue in
employment with the Company or affect the right of the Company to
terminate the employment of any such individual.
6.7 DESIGNATION OF BENEFICIARY. The Chief Executive Officer, by filing the
prescribed form with the Committee, may designate one or more
beneficiaries and successor beneficiaries who shall receive any
Incentive Award determined payable, but not paid, in accordance with
the terms of the Plan in the event of the Chief Executive Officer's
death. In the event the Chief Executive Officer does not file a form
designating one or more beneficiaries, or no designated beneficiary
survives the Chief Executive Officer, the amounts shall be paid to or
for the benefit of the Chief Executive Officer's estate.
6.8 INCAPACITY. If any person to whom a benefit is payable under the Plan
is an infant or if the Committee determines that any person to whom
such benefit is payable is incompetent by reason of physical or mental
disability, the Committee may cause the payments becoming due to such
person to be made to another for his benefit. Payments made pursuant to
this Section shall, as to such payment, operate as a complete discharge
of the Plan, the Company, the Board and the Committee.
6.9 SUCCESSORS AND ASSIGNS. The provisions of the Plan are binding upon and
inure to the benefit of the Company, its respective successors and
assigns, and the Chief Executive Officer, his beneficiaries, heirs,
legal representatives and assigns.
6.10 GOVERNING LAW. The Plan shall be subject to and construed in accordance
with the laws of the State of Michigan, unless otherwise pre-empted by
federal law.
6.11 SEVERABILITY. If any provision of the Plan shall be held illegal or
invalid for any reason, such illegality or invalidity shall not affect
the remaining provisions of the Plan, but the Plan shall be construed
and enforced as if such illegal or invalid provision had never been
included herein.
6.12 NOTIFICATION OF ADDRESSES. The Chief Executive Officer and each
beneficiary shall file with the Committee, from time to time, in
writing, the post office address of the Chief Executive Officer, the
post office address of each beneficiary, and each change of post office
address. Any communication, statement or notice addressed to the last
post office address filed with the Committee (or if no such address was
filed with the Committee, then to the last post office address of the
Chief Executive Officer or beneficiary as shown on the Company's
records) shall be binding on the Chief Executive Officer and each
beneficiary for all purposes of the Plan and neither the Committee nor
the Company shall be obligated to search for or ascertain the
whereabouts of any Chief Executive Officer or beneficiary.
6.13 BONDING. The Committee and all agents and advisors employed by it shall
not be required to be bonded.
IN WITNESS WHEREOF, the Committee has caused this Plan to be adopted effective
as of January 1, 2000.
6
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