e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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| (Mark One) |
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the Quarterly Period ended September 30, 2005 |
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or |
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period
from to |
Commission file number 1-11588
Saga Communications, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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38-3042953 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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73 Kercheval Avenue |
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48236 |
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Grosse Pointe Farms, Michigan |
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(Zip Code) |
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(Address of principal executive offices)
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(313) 886-7070
(Registrants 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 þ No o.
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange
Act). Yes þ No o.
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). Yes o No þ.
The number of shares of the registrants Class A
Common Stock, $.01 par value, and Class B Common
Stock, $.01 par value, outstanding as of October 31,
2005 was 18,098,930 and 2,360,370, respectively.
INDEX
1
PART I FINANCIAL INFORMATION
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| Item 1. |
Financial Statements |
SAGA COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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September 30, | |
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December 31, | |
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2005 | |
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2004 | |
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(Unaudited) | |
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(Note) | |
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(In thousands) | |
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ASSETS |
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Current assets:
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|
|
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|
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|
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Cash and cash equivalents
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$ |
14,444 |
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$ |
9,113 |
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Accounts receivable, net
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23,389 |
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|
|
23,692 |
|
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Prepaid expenses and other current assets
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|
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5,757 |
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4,819 |
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|
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Total current assets
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|
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43,590 |
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|
|
37,624 |
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Property and equipment
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|
140,757 |
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|
|
133,493 |
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Less accumulated depreciation
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67,780 |
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|
|
67,129 |
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Net property and equipment
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72,977 |
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66,364 |
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Other assets:
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Broadcast licenses, net
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149,024 |
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|
130,110 |
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Goodwill, net
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|
49,565 |
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|
37,133 |
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Other intangibles, deferred costs and investments, net
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|
7,391 |
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|
|
8,923 |
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Total other assets
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205,980 |
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|
|
176,166 |
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$ |
322,547 |
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$ |
280,154 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities:
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Accounts payable
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$ |
1,618 |
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$ |
2,128 |
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Accrued payroll and payroll taxes
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|
6,104 |
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|
|
7,066 |
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Other accrued expenses
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|
3,669 |
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|
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4,971 |
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Barter transactions
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|
|
2,192 |
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|
|
1,681 |
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Current portion of long-term debt
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|
|
8,061 |
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|
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|
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|
|
|
|
|
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Total current liabilities
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|
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21,644 |
|
|
|
15,846 |
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|
Deferred income taxes
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|
|
26,187 |
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|
|
23,083 |
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|
Long-term debt, less current portion
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147,850 |
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|
|
121,161 |
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Other
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|
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3,096 |
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|
|
2,839 |
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Stockholders equity:
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Common stock
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212 |
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|
|
211 |
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Additional paid-in capital
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48,583 |
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|
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48,387 |
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Retained earnings
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|
86,796 |
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|
|
78,119 |
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Accumulated other comprehensive income
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|
|
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|
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|
60 |
|
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Treasury stock
|
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(11,060 |
) |
|
|
(9,552 |
) |
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Unearned compensation on restricted stock
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(761 |
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Total stockholders equity
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123,770 |
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|
|
117,225 |
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$ |
322,547 |
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$ |
280,154 |
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| Note: |
The balance sheet at December 31, 2004 has been derived
from the audited financial statements at that date but does not
include all of the information and footnotes required by
accounting principles generally accepted in the United States
for complete financial statements. |
See notes to unaudited condensed consolidated financial
statements.
2
SAGA COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
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Three Months Ended | |
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Nine Months Ended | |
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September 30, | |
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September 30, | |
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|
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2005 | |
|
2004 | |
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2005 | |
|
2004 | |
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(In thousands, except per share data) | |
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(Unaudited) | |
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Net operating revenue
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$ |
35,961 |
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$ |
34,262 |
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$ |
105,345 |
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$ |
98,562 |
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Station operating expense
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26,110 |
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|
24,006 |
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77,464 |
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69,924 |
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Corporate general and administrative
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1,934 |
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|
|
1,927 |
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|
6,060 |
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|
5,938 |
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| |
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Operating income
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|
|
7,917 |
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|
8,329 |
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|
|
21,821 |
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|
22,700 |
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Other expense, net:
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Interest expense
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2,082 |
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|
|
1,036 |
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|
5,511 |
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|
3,216 |
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Other (income) expense
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(35 |
) |
|
|
210 |
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|
|
1,503 |
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|
|
283 |
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|
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|
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Income before income tax
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|
|
5,870 |
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|
|
7,083 |
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|
|
14,807 |
|
|
|
19,201 |
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|
Income tax provision
|
|
|
2,430 |
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|
|
2,765 |
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|
|
6,130 |
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|
|
7,491 |
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|
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Net income
|
|
$ |
3,440 |
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|
$ |
4,318 |
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|
$ |
8,677 |
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|
$ |
11,710 |
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Earnings per share:
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Basic
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$ |
.17 |
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|
$ |
.21 |
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$ |
.42 |
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$ |
.56 |
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Diluted
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|
$ |
.17 |
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|
$ |
.20 |
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$ |
.42 |
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$ |
.55 |
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Weighted average common shares
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|
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20,453 |
|
|
|
20,750 |
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|
|
20,489 |
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|
|
20,792 |
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Weighted average common and common equivalent shares
|
|
|
20,631 |
|
|
|
21,116 |
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|
|
20,726 |
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|
|
21,227 |
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| |
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|
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|
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|
See notes to unaudited condensed consolidated financial
statements.
3
SAGA COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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Nine Months Ended | |
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September 30, | |
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|
2005 | |
|
2004 | |
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|
| |
|
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(In thousands) | |
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|
(Unaudited) | |
|
Cash flows from operating activities:
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|
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|
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Cash provided by operating activities
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$ |
19,012 |
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|
$ |
22,073 |
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|
Cash flows from investing activities:
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|
|
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|
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Acquisition of property and equipment
|
|
|
(9,054 |
) |
|
|
(8,249 |
) |
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Proceeds from sale of assets
|
|
|
367 |
|
|
|
741 |
|
| |
Increase in intangibles and other assets
|
|
|
(936 |
) |
|
|
(903 |
) |
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Acquisition of stations and radio networks
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|
|
(31,577 |
) |
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(13,607 |
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Net cash used in investing activities
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|
|
(41,200 |
) |
|
|
(22,018 |
) |
|
Cash flows from financing activities:
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Proceeds from long-term debt
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|
34,750 |
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|
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Payments on long-term debt
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|
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|
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|
|
(45 |
) |
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Purchase of shares held in treasury
|
|
|
(7,433 |
) |
|
|
(4,533 |
) |
| |
Net proceeds from exercise of stock options
|
|
|
202 |
|
|
|
944 |
|
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|
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|
Net cash provided by (used in) financing activities
|
|
|
27,519 |
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|
|
(3,634 |
) |
|
Net increase (decrease) in cash and cash equivalents
|
|
|
5,331 |
|
|
|
(3,579 |
) |
|
Cash and cash equivalents, beginning of period
|
|
|
9,113 |
|
|
|
11,766 |
|
| |
|
|
|
|
|
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|
Cash and cash equivalents, end of period
|
|
$ |
14,444 |
|
|
$ |
8,187 |
|
| |
|
|
|
|
|
|
See notes to unaudited condensed consolidated financial
statements.
4
SAGA COMMUNICATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
|
|
| 1. |
Summary of Significant Accounting Policies |
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with accounting
principles generally accepted in the United States 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 accounting principles generally accepted
in the United States for annual financial statements.
In our opinion, the accompanying financial statements include
all adjustments of normal, recurring nature considered necessary
for a fair presentation of our financial position as of
September 30, 2005 and the results of operations for the
three and nine months ended September 30, 2005 and 2004.
Results of operations for the nine months ended
September 30, 2005 are not necessarily indicative of the
results that may be expected for the year ending
December 31, 2005.
For further information, refer to the consolidated financial
statements and notes thereto included in the Saga
Communications, Inc. Annual Report on Form 10-K for the
year ended December 31, 2004.
Our effective tax rate is higher than the federal statutory rate
as a result of the inclusion of state taxes in the income tax
amount.
|
|
|
Time Brokerage Agreements |
We have entered into Time Brokerage Agreements
(TBAs) in certain markets. In a typical TBA, the
Federal Communications Commission (FCC) licensee of
a station makes available, for a fee, blocks of air time on its
station to another party that supplies programming to be
broadcast during that air time and sells their own commercial
advertising announcements during the time periods specified. We
account for TBAs under SFAS 13, Accounting for
Leases and related interpretations. Revenue and expenses
related to TBAs are included in the accompanying Condensed
Consolidated Statements of Income.
We follow Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees
(APB 25) and related interpretations, in
accounting for our employee and non-employee director stock
options. Under APB 25, when the exercise price of our
employee stock options equals or exceeds the market price of the
underlying stock on the date of grant, no compensation expense
is recognized.
For purposes of the required pro forma disclosures for
stock-based compensation, the estimated fair value of the
options are amortized to expense over the options vesting
period. Proforma net income and pro forma earnings per share as
if the stock-based awards had been accounted for using the
provisions of Statement of
5
SAGA COMMUNICATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Financial Accounting Standards (SFAS) No. 123,
Accounting for Stock-Based Compensation is as
follows:
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Three Months | |
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Nine Months | |
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Ended | |
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Ended | |
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September 30, | |
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September 30, | |
| |
|
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|
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|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
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|
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|
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|
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|
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|
(In thousands, except per share data) | |
|
Net income, as reported
|
|
$ |
3,440 |
|
|
$ |
4,318 |
|
|
$ |
8,677 |
|
|
$ |
11,710 |
|
|
Add back: stock based compensation cost, net of tax
|
|
|
25 |
|
|
|
12 |
|
|
|
56 |
|
|
|
38 |
|
|
Less: pro forma stock based compensation cost determined under
fair value method, net of tax
|
|
|
(463 |
) |
|
|
(495 |
) |
|
|
(1,387 |
) |
|
|
(1,512 |
) |
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Pro forma net income
|
|
$ |
3,002 |
|
|
$ |
3,835 |
|
|
$ |
7,346 |
|
|
$ |
10,236 |
|
| |
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Pro forma earnings per share:
|
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|
| |
Basic
|
|
$ |
.15 |
|
|
$ |
.18 |
|
|
$ |
.36 |
|
|
$ |
.49 |
|
| |
|
|
|
|
|
|
|
|
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|
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|
| |
Diluted
|
|
$ |
.15 |
|
|
$ |
.18 |
|
|
$ |
.35 |
|
|
$ |
.48 |
|
| |
|
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|
|
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|
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|
The fair value of our stock options were estimated as of the
date of grant using a Black-Scholes option pricing model with
the following weighted-average assumptions for the nine months
ended September 30, 2005 and 2004: risk-free interest rate
of 4.0% and 3.7%; a dividend yield of 0%; expected volatility of
30.1% and 31.1%; and a weighted average expected life of the
options of 7 years, respectively.
|
|
| 2. |
Recent Accounting Pronouncements |
On March 30, 2005, the Financial Accounting Standards Board
(FASB) issued Interpretation No. 47, Accounting
for Conditional Asset Retirement Obligations
(FIN 47). FIN 47 is an interpretation of
FASB Statement 143, Asset Retirement Obligations, which was
issued in June 2001. According to FIN 47, uncertainty about
the timing and (or) method of settlement because they are
conditional on a future event that may or may not be within the
control of the entity should be factored into the measurement of
the asset retirement obligation when sufficient information
exists. FIN 47 also clarifies when an entity would have
sufficient information to reasonably estimate the fair value of
an asset retirement obligation. FIN 47 is effective no
later than the end of fiscal years ending after
December 15, 2005. We do not expect the adoption of this
pronouncement to have a material impact, if any, on our results
of operations and financial position.
On December 16, 2004 the FASB issued
SFAS No. 123(R) Share-Based Payment
(SFAS 123(R)), which significantly changes the
accounting for all share-based payments to employees, including
grants of employee stock options, restricted share plans,
performance based awards, stock appreciation rights, and
employee stock purchase plans. SFAS 123(R) will require us
to recognize in our financial statements compensation expense
relating to share-based payment transactions using a fair-value
based measurement method. SFAS 123(R) replaces
SFAS 123 and supersedes APB 25 and is effective for
fiscal periods beginning after December 31, 2005. We are
currently evaluating the provisions of this pronouncement to
determine the impact on our results of operations and financial
position.
On September 29, 2004, the Securities and Exchange
Commission Staff (SEC) made an announcement
regarding the Use of the Residual Method to Value Acquired
Assets Other than Goodwill (Topic D-108). The
SEC concluded that the use of the residual method does not
comply with the requirements of FASB Statement
No. 141 Business Combinations, and accordingly,
should no longer be used. Instead, a direct value method should
be used to determine the fair value of all intangible assets
required to be recognized under Statement 141. For
companies that have applied the residual value method to the
valuation of intangible assets, including the use of the
residual value method to test impairment of indefinite-
6
SAGA COMMUNICATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
lived intangible assets, Topic D-108 becomes effective in fiscal
years beginning after December 15, 2004. Impairments of
intangible assets recognized upon application of a direct value
method by entities previously applying the residual method will
be reported as a non-cash charge related to the cumulative
effect of a change in accounting principle. We are currently
evaluating the provisions of this Staff Announcement to
determine the impact, if any, on our results of operations and
financial position.
|
|
| 3. |
Intangible Assets and Goodwill |
Under SFAS No. 142 (SFAS 142)
Accounting for Goodwill and Other Intangible Assets,
goodwill and intangible assets deemed to have indefinite lives
are not amortized and are subject to annual (or more frequent if
impairment indicators arise) impairment tests.
We consider FCC broadcast licenses to have indefinite lives.
Factors that we considered in evaluating that the radio and
television FCC licenses are indefinite-lived intangible assets
under SFAS 142 include the following:
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| |
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The radio and television broadcasting licenses may be renewed
indefinitely at little cost. |
| |
| |
|
The radio and television broadcasting licenses are essential to
our business, and we intend to renew our licenses indefinitely. |
| |
| |
|
We have never been denied the renewal of a FCC broadcast license. |
| |
| |
|
We do not believe that there will be any compelling challenge to
the renewal of our broadcast licenses. |
| |
| |
|
We do not believe that the technology used in broadcasting will
be replaced by another technology in the foreseeable future. |
Based on the above, we believe cash flows from our radio and
television licenses are expected to continue indefinitely.
Separable intangible assets that have finite lives are amortized
over their useful lives using the straight-line method.
Favorable lease agreements are amortized over the lives of the
leases. Other intangibles are amortized over five to forty years.
|
|
| 4. |
Common Stock and Treasury Stock |
The following summarizes information relating to the number of
shares of our common stock involved in stock transactions
through September 30, 2005:
| |
|
|
|
|
|
|
|
|
|
| |
|
Common Stock | |
| |
|
Issued | |
| |
|
| |
| |
|
Class A | |
|
Class B | |
| |
|
| |
|
| |
| |
|
(Shares in | |
| |
|
thousands) | |
|
Balance, January 1, 2004
|
|
|
18,592 |
|
|
|
2,360 |
|
| |
Exercised options
|
|
|
107 |
|
|
|
|
|
| |
|
|
|
|
|
|
|
Balance, December 31, 2004
|
|
|
18,699 |
|
|
|
2,360 |
|
| |
Exercised options
|
|
|
35 |
|
|
|
|
|
| |
Issuance of restricted stock
|
|
|
61 |
|
|
|
|
|
| |
|
|
|
|
|
|
|
Balance, September 30, 2005
|
|
|
18,795 |
|
|
|
2,360 |
|
| |
|
|
|
|
|
|
We have a Stock Buy-Back Program (the Buy-Back
Program) to allow us to purchase up to $30,000,000 of our
Class A Common Stock. From its inception in 1998 through
September 30, 2005, we have repurchased
1,473,689 shares of our Class A Common Stock for
approximately $22,600,000.
7
SAGA COMMUNICATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
| 5. |
Total Comprehensive Income and Accumulated Other
Comprehensive Income |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months | |
|
Nine Months | |
| |
|
Ended | |
|
Ended | |
| |
|
September 30, | |
|
September 30, | |
| |
|
| |
|
| |
| |
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands) | |
|
Total Comprehensive Income Consists of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
3,440 |
|
|
$ |
4,318 |
|
|
$ |
8,677 |
|
|
$ |
11,710 |
|
|
Accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Change in market value of securities, net of tax
|
|
|
|
|
|
|
1 |
|
|
|
2 |
|
|
|
13 |
|
| |
Gain realized on sale of securities, net of tax
|
|
|
|
|
|
|
|
|
|
|
(62 |
) |
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income
|
|
$ |
3,440 |
|
|
$ |
4,319 |
|
|
$ |
8,617 |
|
|
$ |
11,723 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated comprehensive income consists of marketable
securities as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at January 1, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
29 |
|
|
Change in market value of securities, net of $19 taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60 |
|
|
Change in market value of securities, net of $1 taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
Gain realized on the sale of securities, net of $35 taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(62 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at September 30, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 6. |
Acquisitions and Dispositions |
We actively seek and explore opportunities for expansion through
the acquisition of additional broadcast properties. This
activity is part of our strategy to be the leading broadcaster
in the markets where we own properties. The consolidated
statements of income include the operating results of the
acquired stations from their respective dates of acquisition.
All acquisitions were accounted for as purchases and,
accordingly, the total costs were allocated to the acquired
assets and assumed liabilities based on their estimated fair
values as of the acquisition dates. The excess of consideration
paid over the estimated fair value of net assets acquired have
been recorded as goodwill.
|
|
|
Pending Acquisitions and Dispositions |
On January 21, 2004, we entered into an agreement to
acquire an FM radio station (WOXL-FM) serving the Asheville,
North Carolina market, for approximately $8,000,000. We are
currently providing programming to WOXL-FM under a Sub-Time
Brokerage Agreement. This transaction is subject to the approval
of the FCC and has been contested. We expect to close on this
acquisition when all required approvals are obtained.
Effective June 1, 2005, we acquired two FM and two AM radio
stations (WQNY-FM, WYXL-FM, WNYY-AM and WHCU-AM) serving the
Ithaca, New York market, for approximately $13,600,000,
including approximately $2,602,000 of our Class A common
stock. We financed this transaction through funds generated from
operations and additional borrowings of approximately
$11,000,000 under our Credit Agreement.
Effective January 1, 2005, we acquired one AM and two FM
radio stations (WINA-AM, WWWV-FM and WQMZ-FM) serving the
Charlottesville, Virginia market for approximately $22,490,000,
including approximately $1,986,000 of our Class A common
stock. We financed this transaction through funds generated from
operations and additional borrowings of approximately
$19,750,000 under our Credit Agreement.
8
SAGA COMMUNICATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Effective January 1, 2005, we acquired one AM radio station
(WISE-AM) serving the Asheville, North Carolina market for
approximately $2,192,000. We have provided programming to this
station under a TBA since November 1, 2002.
Effective January 1, 2005 we acquired a low power
television station (KMOL-LP) serving Victoria, Texas market for
approximately $268,000.
|
|
|
2004 Acquisitions and Dispositions |
On August 10, 2004 we sold an AM radio station (WJQY-AM)
serving the Springfield, Tennessee market for approximately
$150,000. We recognized a loss on the disposal of this station
of approximately $10,000.
On July 1, 2004, we acquired an FM radio station (WXTT-FM)
serving the Champaign, Illinois market, for approximately
$3,272,000.
On April 1, 2004 we acquired three FM radio stations
(WRSI-FM, Turners Falls, Massachusetts, WPVQ-FM, Greenfield,
Massachusetts and WRSY-FM, Marlboro, Vermont) serving the
Springfield, Massachusetts, Greenfield, Massachusetts and
Brattleboro, Vermont markets, respectively, for approximately
$7,220,000.
On March 1, 2004, we acquired the Minnesota News Network
and the Minnesota Farm Network for approximately $3,443,000.
|
|
|
Condensed Consolidated Balance Sheet of 2005 and 2004
Acquisitions: |
The following condensed balance sheets represent the estimated
fair value assigned to the related assets and liabilities of the
2005 and 2004 acquisitions at their respective acquisition
dates. In connection with the 2005 acquisitions, we issued
Class A common stock of approximately $4,588,000.
Saga Communications, Inc.
Condensed Consolidated Balance Sheet of 2005 and 2004
Acquisitions
| |
|
|
|
|
|
|
|
|
|
| |
|
Acquisitions in | |
| |
|
| |
| |
|
2005 | |
|
2004 | |
| |
|
| |
|
| |
| |
|
(In thousands) | |
|
Assets Acquired:
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
$ |
2,541 |
|
|
$ |
650 |
|
|
Property and equipment
|
|
|
4,862 |
|
|
|
848 |
|
|
Other assets:
|
|
|
|
|
|
|
|
|
| |
Broadcast licenses-Radio segment
|
|
|
18,757 |
|
|
|
6,453 |
|
| |
Broadcast licenses-TV segment
|
|
|
157 |
|
|
|
|
|
| |
Goodwill-Radio segment
|
|
|
12,365 |
|
|
|
6,294 |
|
| |
Goodwill-TV segment
|
|
|
68 |
|
|
|
|
|
| |
Other intangibles, deferred costs and investments
|
|
|
117 |
|
|
|
114 |
|
| |
|
|
|
|
|
|
|
Total other assets
|
|
|
31,464 |
|
|
|
12,861 |
|
| |
|
|
|
|
|
|
|
Total assets acquired
|
|
|
38,867 |
|
|
|
14,359 |
|
| |
|
|
|
|
|
|
|
Liabilities Assumed:
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
2,702 |
|
|
|
748 |
|
| |
|
|
|
|
|
|
|
Total liabilities assumed
|
|
|
2,702 |
|
|
|
748 |
|
| |
|
|
|
|
|
|
|
Net assets acquired
|
|
$ |
36,165 |
|
|
$ |
13,611 |
|
| |
|
|
|
|
|
|
9
SAGA COMMUNICATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
Pro Forma Results of Operations for Acquisitions and
Dispositions (Unaudited) |
The following unaudited pro forma results of our operations for
the three and nine months ended September 30, 2005 and 2004
assume the 2005 and 2004 acquisitions occurred as of
January 1, 2004. 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.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended | |
|
Nine Months Ended | |
| |
|
September 30, | |
|
September 30, | |
| |
|
| |
|
| |
| |
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands, except per share data) | |
|
Consolidated Results of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenue
|
|
$ |
35,961 |
|
|
$ |
36,071 |
|
|
$ |
106,358 |
|
|
$ |
104,698 |
|
|
Station operating expense
|
|
|
26,110 |
|
|
|
25,506 |
|
|
|
78,421 |
|
|
|
75,215 |
|
|
Corporate general and administrative
|
|
|
1,934 |
|
|
|
1,927 |
|
|
|
6,060 |
|
|
|
5,938 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
7,917 |
|
|
|
8,638 |
|
|
|
21,877 |
|
|
|
23,545 |
|
|
Interest expense
|
|
|
2,082 |
|
|
|
1,369 |
|
|
|
5,731 |
|
|
|
4,215 |
|
|
Other expense, net
|
|
|
(35 |
) |
|
|
202 |
|
|
|
1,488 |
|
|
|
258 |
|
|
Income taxes
|
|
|
2,430 |
|
|
|
2,759 |
|
|
|
6,073 |
|
|
|
7,449 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
3,440 |
|
|
$ |
4,308 |
|
|
$ |
8,585 |
|
|
$ |
11,623 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$ |
.17 |
|
|
$ |
.20 |
|
|
$ |
.42 |
|
|
$ |
.55 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
$ |
.17 |
|
|
$ |
.20 |
|
|
$ |
.41 |
|
|
$ |
.54 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended | |
|
Nine Months Ended | |
| |
|
September 30, | |
|
September 30, | |
| |
|
| |
|
| |
| |
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands) | |
|
Radio Broadcasting Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenue
|
|
$ |
32,263 |
|
|
$ |
32,425 |
|
|
$ |
95,253 |
|
|
$ |
94,133 |
|
|
Station operating expense
|
|
|
22,728 |
|
|
|
22,281 |
|
|
|
68,410 |
|
|
|
65,690 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$ |
9,535 |
|
|
$ |
10,144 |
|
|
$ |
26,843 |
|
|
$ |
28,443 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended | |
|
Nine Months Ended | |
| |
|
September 30, | |
|
September 30, | |
| |
|
| |
|
| |
| |
|
2005 | |
|
2004 | |
|
2005 | |
|
2004 | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands) | |
|
Television Broadcasting Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenue
|
|
$ |
3,698 |
|
|
$ |
3,646 |
|
|
$ |
11,105 |
|
|
$ |
10,565 |
|
|
Station operating expense
|
|
|
3,382 |
|
|
|
3,225 |
|
|
|
10,011 |
|
|
|
9,525 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$ |
316 |
|
|
$ |
421 |
|
|
$ |
1,094 |
|
|
$ |
1,040 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
10
SAGA COMMUNICATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
Reconciliation of pro forma segment operating income to
pro forma consolidated operating income: |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Corporate | |
|
|
| |
|
Radio | |
|
Television | |
|
and Other | |
|
Consolidated | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands) | |
|
Three Months Ended September 30, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenue
|
|
$ |
32,263 |
|
|
$ |
3,698 |
|
|
$ |
|
|
|
$ |
35,961 |
|
|
Station operating expense
|
|
|
22,728 |
|
|
|
3,382 |
|
|
|
|
|
|
|
26,110 |
|
|
Corporate general and administrative
|
|
|
|
|
|
|
|
|
|
$ |
1,934 |
|
|
|
1,934 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$ |
9,535 |
|
|
$ |
316 |
|
|
$ |
(1,934 |
) |
|
$ |
7,917 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of pro forma segment operating income to
pro forma consolidated operating income: |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Corporate | |
|
|
| |
|
Radio | |
|
Television | |
|
and Other | |
|
Consolidated | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands) | |
|
Three Months Ended September 30, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenue
|
|
$ |
32,425 |
|
|
$ |
3,646 |
|
|
$ |
|
|
|
$ |
36,071 |
|
|
Station operating expense
|
|
|
22,281 |
|
|
|
3,225 |
|
|
|
|
|
|
|
25,506 |
|
|
Corporate general and administrative
|
|
|
|
|
|
|
|
|
|
$ |
1,927 |
|
|
|
1,927 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$ |
10,144 |
|
|
$ |
421 |
|
|
$ |
(1,927 |
) |
|
$ |
8,638 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Corporate | |
|
|
| |
|
Radio | |
|
Television | |
|
and Other | |
|
Consolidated | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands) | |
|
Nine Months Ended September 30, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenue
|
|
$ |
95,253 |
|
|
$ |
11,105 |
|
|
$ |
|
|
|
$ |
106,358 |
|
|
Station operating expense
|
|
|
68,410 |
|
|
|
10,011 |
|
|
|
|
|
|
|
78,421 |
|
|
Corporate general and administrative
|
|
|
|
|
|
|
|
|
|
$ |
6,060 |
|
|
|
6,060 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$ |
26,843 |
|
|
$ |
1,094 |
|
|
$ |
(6,060 |
) |
|
$ |
21,877 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Corporate | |
|
|
| |
|
Radio | |
|
Television | |
|
and Other | |
|
Consolidated | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands) | |
|
Nine Months Ended September 30, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenue
|
|
$ |
94,133 |
|
|
$ |
10,565 |
|
|
$ |
|
|
|
$ |
104,698 |
|
|
Station operating expense
|
|
|
65,690 |
|
|
|
9,525 |
|
|
|
|
|
|
|
75,215 |
|
|
Corporate general and administrative
|
|
|
|
|
|
|
|
|
|
$ |
5,938 |
|
|
|
5,938 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$ |
28,443 |
|
|
$ |
1,040 |
|
|
$ |
(5,938 |
) |
|
$ |
23,545 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
We evaluate the operating performance of our markets
individually. For purposes of business segment reporting, we
have aligned operations with similar characteristics into two
business segments: Radio and Television.
The Radio segment includes twenty-three markets, which includes
all eighty-six of our radio stations and five radio information
networks. The Television segment includes three markets and
consists of five television stations and four low power
television (LPTV) stations. The Radio and Television
segments derive their
11
SAGA COMMUNICATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
revenue from the sale of commercial broadcast inventory. The
category Corporate and Other represents the income
and expense not allocated to reportable segments.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Corporate | |
|
|
| |
|
Radio | |
|
Television | |
|
and Other | |
|
Consolidated | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands) | |
|
Three Months Ended September 30, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenue
|
|
$ |
32,263 |
|
|
$ |
3,698 |
|
|
$ |
|
|
|
$ |
35,961 |
|
|
Station operating expense
|
|
|
22,728 |
|
|
|
3,382 |
|
|
|
|
|
|
|
26,110 |
|
|
Corporate general and administrative
|
|
|
|
|
|
|
|
|
|
$ |
1,934 |
|
|
|
1,934 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
$ |
9,535 |
|
|
$ |
316 |
|
|
$ |
(1,934 |
) |
|
$ |
7,917 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$ |
1,812 |
|
|
$ |
446 |
|
|
$ |
50 |
|
|
$ |
2,308 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Corporate | |
|
|
| |
|
Radio | |
|
Television | |
|
and Other | |
|
Consolidated | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands) | |
|
Three Months Ended September 30, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenue
|
|
$ |
30,616 |
|
|
$ |
3,646 |
|
|
$ |
|
|
|
$ |
34,262 |
|
|
Station operating expense
|
|
|
20,781 |
|
|
|
3,225 |
|
|
|
|
|
|
|
24,006 |
|
|
Corporate general and administrative
|
|
|
|
|
|
|
|
|
|
$ |
1,927 |
|
|
|
1,927 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
$ |
9,835 |
|
|
$ |
421 |
|
|
$ |
(1,927 |
) |
|
$ |
8,329 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$ |
1,361 |
|
|
$ |
422 |
|
|
$ |
49 |
|
|
$ |
1,832 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Corporate | |
|
|
| |
|
Radio | |
|
Television | |
|
and Other | |
|
Consolidated | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands) | |
|
Nine Months Ended September 30, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenue
|
|
$ |
94,240 |
|
|
$ |
11,105 |
|
|
$ |
|
|
|
$ |
105,345 |
|
|
Station operating expense
|
|
|
67,453 |
|
|
|
10,011 |
|
|
|
|
|
|
|
77,464 |
|
|
Corporate general and administrative
|
|
|
|
|
|
|
|
|
|
$ |
6,060 |
|
|
|
6,060 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
$ |
26,787 |
|
|
$ |
1,094 |
|
|
$ |
(6,060 |
) |
|
$ |
21,821 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$ |
5,181 |
|
|
$ |
1,310 |
|
|
$ |
149 |
|
|
$ |
6,640 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
270,998 |
|
|
$ |
31,572 |
|
|
$ |
19,977 |
|
|
$ |
322,547 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Corporate | |
|
|
| |
|
Radio | |
|
Television | |
|
and Other | |
|
Consolidated | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands) | |
|
Nine Months Ended September 30, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenue
|
|
$ |
87,997 |
|
|
$ |
10,565 |
|
|
$ |
|
|
|
$ |
98,562 |
|
|
Station operating expense
|
|
|
60,399 |
|
|
|
9,525 |
|
|
|
|
|
|
|
69,924 |
|
|
Corporate general and administrative
|
|
|
|
|
|
|
|
|
|
$ |
5,938 |
|
|
|
5,938 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
$ |
27,598 |
|
|
$ |
1,040 |
|
|
$ |
(5,938 |
) |
|
$ |
22,700 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization
|
|
$ |
3,913 |
|
|
$ |
1,263 |
|
|
$ |
148 |
|
|
$ |
5,324 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
231,597 |
|
|
$ |
31,180 |
|
|
$ |
13,070 |
|
|
$ |
275,847 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
12
|
|
| Item 2. |
Managements Discussion and Analysis of Financial
Condition and 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 and the audited financial statements
and Management Discussion and Analysis contained in our Annual
Report on Form 10-K for the year ended December 31,
2004. The following discussion is presented on both a
consolidated and segment basis. Corporate general and
administrative expenses, interest expense, other (income)
expense, and income tax expense are managed on a consolidated
basis and are, therefore reflected only in our discussion of
consolidated results.
Our discussion of the results of operations of our operating
segments focuses on their operating income because we manage our
operating segments primarily on their operating income. We
evaluate the operating performance of our markets individually.
For purposes of business segment reporting, we have aligned
operations with similar characteristics into two business
segments: Radio and Television. The Radio segment includes
twenty-three markets, which includes all eighty-six of our radio
stations and five radio information networks. The Television
segment includes three markets and consists of five television
stations and four LPTV stations.
General
We are a broadcast company primarily engaged in acquiring,
developing and operating radio and television stations. We
actively seek and explore opportunities for expansion through
the acquisition of additional broadcast properties. We review
acquisition opportunities on an ongoing basis.
For additional information with respect to acquisitions, see
Liquidity and Capital Resources below.
Radio Segment
In our radio segment our primary source of revenue is from the
sale of advertising for broadcast on our stations. Depending on
the format of a particular radio station, there are a
predetermined number of advertisements available to be broadcast
each hour.
Most advertising contracts are short-term, and generally run
only for a few weeks. Most of our revenue is generated from
local advertising, which is sold primarily by each radio
markets sales staff. For the nine months ended
September 30, 2005 and 2004, approximately 85% and 84%,
respectively, of our gross radio segment revenue was from local
advertising. To generate national advertising sales, we engage
an independent advertising sales representative firm that
specializes in national sales for each of our broadcast markets.
Our revenue varies throughout the year. Advertising
expenditures, our primary source of revenue, generally have been
lowest during the winter months, which include the first quarter
of each year.
Our net operating revenue, and the resulting station operating
expenses, and operating income varies from market to market
based upon the related markets rank or size which is based
upon population and the available radio advertising revenue in
that particular market.
Our financial results are dependent on a number of factors, the
most significant of which is our 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
stations ability to attract audiences in the demographic
groups targeted by its advertisers. In a number of our markets
this is measured by periodic reports generated by independent
national rating services. In the remainder of our markets it is
measured by the results advertisers obtain through the actual
running of an advertising schedule. Advertisers measure these
results based on increased demand for their goods or services
and/or actual revenues generated from such demand. 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, target marketing capability of radio compared to
other advertising media and signal strength. Because reaching a
large and demographically attractive audience is crucial to a
stations financial success, we endeavor to develop strong
listener loyalty. When we acquire and/or begin to operate a
station or group of stations we generally increase programming
and advertising and promotion expenses to increase our share of
our target demographic audience. Our strategy sometimes requires
levels of spending commensurate with the revenue levels we plan
on achieving in two to five years. During periods of economic
downturns, or when the level of advertising spending is flat or
down across the industry, this strategy may result in the
appearance that our cost of operations are increasing
13
at a faster rate than our growth in revenues, until such time as
we achieve our targeted levels of revenue for the acquired
station or group of stations.
The number of advertisements that can be broadcast without
jeopardizing listening levels (and the resulting ratings) is
limited in part by the format of a particular radio station. Our
stations strive to maximize revenue by constantly managing the
number of commercials available for sale and adjusting prices
based upon local market conditions and ratings. While there may
be shifts from time to time in the number of advertisements
broadcast during a particular time of the day, the total number
of advertisements broadcast on a particular station generally
does not vary significantly from year to year. Any change in our
revenue, with the exception of those instances where stations
are acquired or sold, is generally the result of inventory sell
out ratios and pricing adjustments, which are made to ensure
that the station efficiently utilizes available inventory.
Our radio stations employ a variety of programming formats. We
periodically perform market research, including music
evaluations, focus groups and strategic vulnerability studies.
Our stations also employ audience promotions to further develop
and secure a loyal following. We believe that the
diversification of formats on our radio stations helps to
insulate us from the effects of changes in musical tastes of the
public on any particular format.
The primary operating expenses involved in owning and operating
radio stations are employee salaries, depreciation, programming
expenses, solicitation of advertising, and promotion expenses.
Historically, our Columbus, Ohio; Manchester, New Hampshire;
Milwaukee, Wisconsin; and Norfolk, Virginia markets have each
represented 15% or more of our consolidated operating income.
During the nine month periods ended September 30, 2005 and
2004 and the years ended December 31, 2004 and 2003, these
markets when combined, represented approximately 73%, 75%, 73%
and 81%, respectively, of our consolidated operating income.
While radio revenues in each of the Columbus, Manchester,
Milwaukee and Norfolk markets have remained relatively stable
historically, an adverse change in any of these radio markets or
our relative market position in those markets could have a
significant impact on our operating results as a whole. Our
stations in the Columbus, Milwaukee and Norfolk markets have
been recently subjected to increased format competition. In
response to this competition in our Milwaukee market we modified
the format of one of our stations and in support of this change
have incurred an additional $250,000 in advertising and
promotional costs. In addition, although the financial results
in our Portland, Maine stations have not historically
represented 15% or more of our consolidated operating income,
the financial results in our Portland stations have also been
impacted by the increased format competition. To date this has
not materially impacted our Columbus markets financial
performance. We believe that the financial impact on the Norfolk
and Milwaukee markets will not be long term as ratings data
indicates that the impacted stations are beginning to return to
previous levels of audience share. We believe that the financial
impact on the Portland market may be long term primarily as a
result of our competitors in this market decreasing rates, even
though our ratings data indicates that the impacted stations are
beginning to return to previous levels of audience share. None
of our television markets represented more than 15% or more of
our consolidated operating income. The following tables describe
the percentage of our consolidated operating income represented
by each of these markets:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Percentage of | |
|
|
| |
|
Consolidated | |
|
Percentage of | |
| |
|
Operating | |
|
Consolidated | |
| |
|
Income For the | |
|
Operating | |
| |
|
Nine Months | |
|
Income For the | |
| |
|
Ended | |
|
Years Ended | |
| |
|
September 30, | |
|
December 31, | |
| |
|
| |
|
| |
| |
|
2005 | |
|
2004 | |
|
2004 | |
|
2003 | |
| |
|
| |
|
| |
|
| |
|
| |
|
Market:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Columbus, Ohio
|
|
|
13 |
% |
|
|
11 |
% |
|
|
12 |
% |
|
|
17 |
% |
|
Manchester, New Hampshire
|
|
|
13 |
% |
|
|
15 |
% |
|
|
14 |
% |
|
|
15 |
% |
|
Milwaukee, Wisconsin
|
|
|
33 |
% |
|
|
33 |
% |
|
|
32 |
% |
|
|
32 |
% |
|
Norfolk, Virginia
|
|
|
14 |
% |
|
|
16 |
% |
|
|
15 |
% |
|
|
17 |
% |
14
We utilize certain financial measures that are not calculated in
accordance with generally accepted accounting principles in the
United States of America (GAAP) to assess our financial
performance. For example, we evaluate the performance of our
markets based on station operating income (operating
income plus corporate general and administrative expenses,
depreciation and amortization). Station operating income is
generally recognized by the broadcasting industry as a measure
of performance, is used by analysts who report on the
performance of the broadcasting industry and it serves as an
indicator of the market value of a group of stations. In
addition, we use it to evaluate individual stations,
market-level performance, overall operations and as a primary
measure for incentive based compensation of executives and other
members of management. Station operating income is not
necessarily indicative of amounts that may be available to us
for debt service requirements, other commitments, reinvestment
or other discretionary uses. Station operating income is not a
measure of liquidity or of performance in accordance with GAAP,
and should be viewed as a supplement to, and not a substitute
for our results of operations presented on a GAAP basis.
During the nine month periods ended September 30, 2005 and
2004 and the years ended December 31, 2004 and 2003, the
radio stations in our four largest markets when combined,
represented approximately 50%, 52%, 52% and 58%, respectively,
of our consolidated station operating income. The following
tables describe the percentage of our consolidated station
operating income represented by each of these markets:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Percentage of | |
|
Percentage of | |
| |
|
Consolidated | |
|
Consolidated | |
| |
|
Station | |
|
Station | |
| |
|
Operating | |
|
Operating | |
| |
|
Income For | |
|
Income For | |
| |
|
the Nine(*) | |
|
the Years(*) | |
| |
|
Months Ended | |
|
Ended | |
| |
|
September 30, | |
|
December 31, | |
| |
|
| |
|
| |
| |
|
2005 | |
|
2004 | |
|
2004 | |
|
2003 | |
| |
|
| |
|
| |
|
| |
|
| |
|
Market:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Columbus, Ohio
|
|
|
9 |
% |
|
|
8 |
% |
|
|
9 |
% |
|
|
12 |
% |
|
Manchester, New Hampshire
|
|
|
9 |
% |
|
|
10 |
% |
|
|
10 |
% |
|
|
11 |
% |
|
Milwaukee, Wisconsin
|
|
|
22 |
% |
|
|
23 |
% |
|
|
22 |
% |
|
|
23 |
% |
|
Norfolk, Virginia
|
|
|
10 |
% |
|
|
11 |
% |
|
|
11 |
% |
|
|
12 |
% |
|
|
| * |
Operating income plus corporate general and administrative,
depreciation and amortization |
Television Segment
In our television segment, our primary source of revenue is from
the sale of advertising for broadcast on our stations. The
number of advertisements available for broadcast on our
television stations is limited by certain network affiliation
and syndicated programming agreements and, with respect to
childrens programs, federal regulation. Our television
broadcasting segment local market managers only determine the
number of advertisements to be broadcast hourly in locally
produced programs which are comprised mainly of news programming
and the occasional locally produced sports or information show.
Our net operating revenue, and the resulting station operating
expenses, and operating income vary from market to market based
upon the related markets rank or size which is based upon
population, the available television advertising revenue in that
particular market, and the popularity of programming being
broadcast.
Our financial results are dependent on a number of factors, the
most significant of which is our 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
stations 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
through locally produced news, sports and weather and as a
result of syndication and network affiliation agreements, local
market competition, the ability of television broadcasting to
reach a mass appeal market compared to other advertising media,
and signal strength including cable/satellite coverage, and
government regulation and policies. Because audience ratings
15
are crucial to a stations financial success, we endeavor
to develop strong viewer loyalty. When we acquire and/or begin
operating a station or group of stations we generally increase
programming expenses including local news, sports and weather
programming, new syndicated programming, and advertising and
promotion expenses to increase our viewership. Our strategy
sometimes requires levels of spending commensurate with the
revenue levels we plan on achieving in two to five years. During
periods of economic downturns, or when the level of advertising
spending is flat or down across the industry, this strategy may
result in the appearance that our cost of operations are
increasing at a faster rate than our growth in revenues, until
such time as we achieve our targeted levels of revenue for the
acquired/operated station or group of stations.
Our stations strive to maximize revenue by constantly adjusting
prices for our commercial spots based upon local market
conditions, demand for advertising and ratings. While there may
be shifts from time to time in the number of advertisements
broadcast during a particular time of the day, the total number
of advertisements broadcast on a particular station generally
does not vary significantly from year to year. Any change in our
revenue, with the exception of those instances where stations
are acquired or sold, is generally the result of pricing
adjustments, which are made to ensure that the station
efficiently utilizes available inventory.
Because audience ratings in the local market are crucial to a
stations financial success, we endeavor to develop strong
viewer loyalty by providing locally produced news, weather and
sports programming. We believe that this emphasis on the local
market provides us with the viewer loyalty we are trying to
achieve.
Most of our revenue is generated from local advertising, which
is sold primarily by each television markets sales staff.
For the nine months ended September 30, 2005 and 2004,
approximately 79% and 78%, respectively, of our gross television
revenue was from local advertising. To generate national
advertising sales, we engage independent advertising sales
representatives that specialize in national sales for each of
our television markets.
Our revenue varies throughout the year. Advertising
expenditures, our primary source of revenue, generally have been
lowest during the winter months, which include the first quarter
of each year.
The primary operating expenses involved in owning and operating
television stations are employee salaries including commissions,
depreciation, programming expenses including news production and
the cost of acquiring certain syndicated programming,
solicitation of advertising, and promotion expenses.
Three Months Ended September 30, 2005 Compared to Three
Months Ended September 30, 2004
The following tables summarize our results of operations for the
three months ended September 30, 2005 and 2004.
Consolidated Results of Operations
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended | |
|
|
|
|
| |
|
September 30, | |
|
|
|
|
| |
|
| |
|
$ Increase | |
|
% Increase | |
| |
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
(Decrease) | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands, except percentages and per share | |
| |
|
information) | |
|
Net operating revenue
|
|
$ |
35,961 |
|
|
$ |
34,262 |
|
|
$ |
1,699 |
|
|
|
5.0 |
% |
|
Station operating expense
|
|
|
26,110 |
|
|
|
24,006 |
|
|
|
2,104 |
|
|
|
8.8 |
% |
|
Corporate G&A
|
|
|
1,934 |
|
|
|
1,927 |
|
|
|
7 |
|
|
|
0.4 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
7,917 |
|
|
|
8,329 |
|
|
|
(412 |
) |
|
|
(5.0 |
)% |
|
Interest expense
|
|
|
2,082 |
|
|
|
1,036 |
|
|
|
1,046 |
|
|
|
100.1 |
% |
|
Other (income) expense, net
|
|
|
(35 |
) |
|
|
210 |
|
|
|
(245 |
) |
|
|
(116.7 |
)% |
|
Income taxes
|
|
|
2,430 |
|
|
|
2,765 |
|
|
|
(335 |
) |
|
|
(12.1 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
3,440 |
|
|
$ |
4,318 |
|
|
$ |
(878 |
) |
|
|
(20.3 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings per share
|
|
$ |
.17 |
|
|
$ |
.21 |
|
|
$ |
(.04 |
) |
|
|
(19.1 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings per share
|
|
$ |
.17 |
|
|
$ |
.20 |
|
|
$ |
(.03 |
) |
|
|
(15.0 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
16
Radio Broadcasting Segment
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended | |
|
|
|
|
| |
|
September 30, | |
|
|
|
|
| |
|
| |
|
$ Increase | |
|
% Increase | |
| |
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
(Decrease) | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands, except percentages) | |
|
Net operating revenue
|
|
$ |
32,263 |
|
|
$ |
30,616 |
|
|
$ |
1,647 |
|
|
|
5.4 |
% |
|
Station operating expense
|
|
|
22,728 |
|
|
|
20,781 |
|
|
|
1,947 |
|
|
|
9.4 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$ |
9,535 |
|
|
$ |
9,835 |
|
|
$ |
(300 |
) |
|
|
(3.1 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
Television Broadcasting Segment
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months Ended | |
|
|
|
|
| |
|
September 30, | |
|
|
|
|
| |
|
| |
|
$ Increase | |
|
% Increase | |
| |
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
(Decrease) | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands, except percentages) | |
|
Net operating revenue
|
|
$ |
3,698 |
|
|
$ |
3,646 |
|
|
$ |
52 |
|
|
|
1.4 |
% |
|
Station operating expense
|
|
|
3,382 |
|
|
|
3,225 |
|
|
|
157 |
|
|
|
4.9 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$ |
316 |
|
|
$ |
421 |
|
|
$ |
(105 |
) |
|
|
(24.9 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of segment operating income to consolidated
operating income: |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Corporate | |
|
|
| |
|
Radio | |
|
Television | |
|
and Other | |
|
Consolidated | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands) | |
|
Three Months Ended September 30, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenue
|
|
$ |
32,263 |
|
|
$ |
3,698 |
|
|
$ |
|
|
|
$ |
35,961 |
|
|
Station operating expense
|
|
|
22,728 |
|
|
|
3,382 |
|
|
|
|
|
|
|
26,110 |
|
|
Corporate general and administrative
|
|
|
|
|
|
|
|
|
|
$ |
1,934 |
|
|
|
1,934 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
$ |
9,535 |
|
|
$ |
316 |
|
|
$ |
(1,934 |
) |
|
$ |
7,917 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Corporate | |
|
|
| |
|
Radio | |
|
Television | |
|
and Other | |
|
Consolidated | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands) | |
|
Three Months Ended September 30, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenue
|
|
$ |
30,616 |
|
|
$ |
3,646 |
|
|
$ |
|
|
|
$ |
34,262 |
|
|
Station operating expense
|
|
|
20,781 |
|
|
|
3,225 |
|
|
|
|
|
|
|
24,006 |
|
|
Corporate general and administrative
|
|
|
|
|
|
|
|
|
|
$ |
1,927 |
|
|
|
1,927 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss)
|
|
$ |
9,835 |
|
|
$ |
421 |
|
|
$ |
(1,927 |
) |
|
$ |
8,329 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended September 30, 2005, consolidated
net operating revenue was $35,961,000 compared with $34,262,000
for the three months ended September 30, 2004, an increase
of $1,699,000 or 5%. Approximately $1,889,000 in our radio
segment or 111% of the increase was attributable to revenue
generated by stations that we did not own or operate for the
comparable period in 2004. Net operating revenue generated by
stations that we owned and operated for the entire comparable
period (same station revenue) decreased by
approximately 1% or approximately $190,000. The decrease in same
station revenue was attributable to a decrease in same station
political revenue of approximately $800,000 (net) or 93%, offset
by increases in local revenue of approximately 2% and national
revenue of approximately 1%.
Station operating expense increased by $2,104,000 or 9% to
$26,110,000 for the three months ended September 30, 2005,
compared with $24,006,000 for the three months ended
September 30, 2004. Of the total
17
increase, approximately $1,637,000 or 78% was the result of the
operation of stations that we did not own or operate for the
comparable period in 2004. Station operating expense increased
by approximately $467,000 or 2% on a same station basis which is
primarily as a result of increases in programming expenses as a
result of competitive pressures in several of our radio markets.
We anticipate the increases in programming expenses to continue
in the future.
Operating income for the three months ended September 30,
2005 was $7,917,000 compared to $8,329,000 for the three months
ended September 30, 2004, a decrease of approximately
$412,000 or 5%. The decrease was primarily the result of the
increase in net operating revenue offset by the increase in
station operating expense as discussed above.
We generated net income of approximately $3,440,000
($.17 per share on a fully diluted basis) during the three
months ended September 30, 2005, compared with $4,318,000
($.20 per share on a fully diluted basis) for the three
months ended September 30, 2004, a decrease of
approximately $878,000 or 20%. The decrease was the result of
the decrease in operating income discussed above, an increase in
interest expense of approximately $1,046,000 offset by a
$245,000 decrease in other expense and a $335,000 decrease in
income tax expense. The increase in interest expense was the
result of interest on additional borrowings of approximately
$468,000 and higher interest rates over the prior year of
approximately $578,000. The decrease in other expense was the
principally the result of losses recognized in 2004 for the
disposal of broadcast properties. The decrease in income tax
expense was directly attributable to the operating performance.
For the three months ended September 30, 2005, net
operating revenue of the radio segment was $32,263,000 compared
with $30,616,000 for the three months ended September 30,
2004, an increase of $1,647,000 or 5%. Approximately $1,889,000
or 115% of the increase was attributable to revenue generated by
radio stations and radio networks that we did not own or operate
for the comparable period in 2004. Net operating revenue
generated by radio stations and radio networks that we owned and
operated for the entire comparable period decreased by
approximately $242,000 or 1%. The majority of the decrease in
same station revenue was attributable to decreases in same
station political revenue of approximately $520,000 or 89%,
offset by a same station local revenue increase of approximately
1%. National revenue on a same station basis was flat for the
quarter.
Station operating expense in the radio segment increased by
$1,947,000 or 9% to $22,728,000 for the three months ended
September 30, 2005, compared with $20,781,000 for the three
months ended September 30, 2004. Of the total increase,
approximately $1,637,000 or 84% of the total increase in station
operating expense was the result of the operation of radio
stations that we did not own or operate for the comparable
period in 2004. The remaining balance of the increase in station
operating expense of $310,000 represents a total increase in
station operating expense of 1% on a same station basis, which
is primarily a result of increases in programming expenses as a
result of competitive pressures in several of our radio markets,
which we anticipate to continue in the future.
Operating income in the radio segment for the three months ended
September 30, 2005 was $9,535,000 compared to $9,835,000
for the three months ended September 30, 2004, a decrease
of approximately $300,000 or 3%. The decrease was the result of
the increase in net operating revenue, offset by the increase in
station operating expense.
For the three months ended September 30, 2005, net
operating revenue of our television segment was $3,698,000
compared with $3,646,000 for the three months ended
September 30, 2004, an increase of $52,000 or 1%. The
majority of the improvement in net operating revenue was
attributable to the Fox affiliate in Joplin, Missouri that went
on the air in October 2003.
Station operating expense in the television segment increased by
$157,000 or 5% to $3,382,000 for the three months ended
September 30, 2005, compared with $3,225,000 for the three
months ended Septem-
18
ber 30, 2004. The increase is primarily attributable to
increase in programming expenses of approximately $105,000 on
the above mentioned station to increase viewership and an
increase in depreciation expense of approximately $24,000 or 5%.
Operating income in the television segment for the three months
ended September 30, 2005 was $316,000 compared to $421,000
for the three months ended September 30, 2004, a decrease
of approximately $105,000 or 25%. The decrease was the result of
the increase in net operating revenue offset by the increase in
station operating expense.
Nine Months Ended September 30, 2005 Compared to Nine
Months Ended September 30, 2004
The following tables summarize our results of operations for the
nine months ended September 30, 2005 and 2004. The
as-reported percentages 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
percentages reflect the results of operations for stations that
we owned for the entire comparable period.
Consolidated Results of Operations
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Nine Months Ended | |
|
|
|
|
| |
|
September 30, | |
|
|
|
|
| |
|
| |
|
$ Increase | |
|
% Increase | |
| |
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
(Decrease) | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands, except percentages and per share | |
| |
|
information) | |
|
Net operating revenue
|
|
$ |
105,345 |
|
|
$ |
98,562 |
|
|
$ |
6,783 |
|
|
|
6.9 |
% |
|
Station operating expense
|
|
|
77,464 |
|
|
|
69,924 |
|
|
|
7,540 |
|
|
|
10.8 |
% |
|
Corporate G&A
|
|
|
6,060 |
|
|
|
5,938 |
|
|
|
122 |
|
|
|
2.1 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
21,821 |
|
|
|
22,700 |
|
|
|
(879 |
) |
|
|
(3.9 |
)% |
|
Interest expense
|
|
|
5,511 |
|
|
|
3,216 |
|
|
|
2,295 |
|
|
|
71.4 |
% |
|
Other expense, net
|
|
|
1,503 |
|
|
|
283 |
|
|
|
1,220 |
|
|
|
N/M |
|
|
Income taxes
|
|
|
6,130 |
|
|
|
7,491 |
|
|
|
(1,361 |
) |
|
|
(18.2 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
8,677 |
|
|
$ |
11,710 |
|
|
$ |
(3,033 |
) |
|
|
(25.9 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Basic
|
|
$ |
.42 |
|
|
$ |
.56 |
|
|
$ |
(.14 |
) |
|
|
(25.0 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
Diluted
|
|
$ |
.42 |
|
|
$ |
.55 |
|
|
$ |
(.13 |
) |
|
|
(23.6 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
N/ M = Not meaningful
Radio Broadcasting Segment
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Nine Months Ended | |
|
|
|
|
| |
|
September 30, | |
|
|
|
|
| |
|
| |
|
$ Increase | |
|
% Increase | |
| |
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
(Decrease) | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands, except percentages) | |
|
Net operating revenue
|
|
$ |
94,240 |
|
|
$ |
87,997 |
|
|
$ |
6,243 |
|
|
|
7.1 |
% |
|
Station operating expense
|
|
|
67,453 |
|
|
|
60,399 |
|
|
|
7,054 |
|
|
|
11.7 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$ |
26,787 |
|
|
$ |
27,598 |
|
|
$ |
(811 |
) |
|
|
(2.9 |
)% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
19
Television Broadcasting Segment
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Nine Months Ended | |
|
|
|
|
| |
|
September 30, | |
|
|
|
|
| |
|
| |
|
$ Increase | |
|
% Increase | |
| |
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
(Decrease) | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands, except percentages) | |
|
Net operating revenue
|
|
$ |
11,105 |
|
|
$ |
10,565 |
|
|
$ |
540 |
|
|
|
5.1 |
% |
|
Station operating expense
|
|
|
10,011 |
|
|
|
9,525 |
|
|
|
486 |
|
|
|
5.1 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$ |
1,094 |
|
|
$ |
1,040 |
|
|
$ |
54 |
|
|
|
5.2 |
% |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of segment operating income to consolidated
operating income: |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Corporate | |
|
|
| |
|
Radio | |
|
Television | |
|
and Other | |
|
Consolidated | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands) | |
|
Nine Months Ended September 30, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenue
|
|
$ |
94,240 |
|
|
$ |
11,105 |
|
|
$ |
|
|
|
$ |
105,345 |
|
|
Station operating expense
|
|
|
67,453 |
|
|
|
10,011 |
|
|
|
|
|
|
|
77,464 |
|
|
Corporate general and administrative
|
|
|
|
|
|
|
|
|
|
$ |
6,060 |
|
|
|
6,060 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$ |
26,787 |
|
|
$ |
1,094 |
|
|
$ |
(6,060 |
) |
|
$ |
21,821 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Corporate | |
|
|
| |
|
Radio | |
|
Television | |
|
and Other | |
|
Consolidated | |
| |
|
| |
|
| |
|
| |
|
| |
| |
|
(In thousands) | |
|
Nine Months Ended September 30, 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating revenue
|
|
$ |
87,997 |
|
|
$ |
10,565 |
|
|
$ |
|
|
|
$ |
98,562 |
|
|
Station operating expense
|
|
|
60,399 |
|
|
|
9,525 |
|
|
|
|
|
|
|
69,924 |
|
|
Corporate general and administrative
|
|
|
|
|
|
|
|
|
|
$ |
5,938 |
|
|
|
5,938 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
$ |
27,598 |
|
|
$ |
1,040 |
|
|
$ |
(5,938 |
) |
|
$ |
22,700 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended September 30, 2005, consolidated
net operating revenue was $105,345,000 compared with $98,562,000
for the nine months ended September 30, 2004, an increase
of $6,783,000 or 7%. Approximately $5,597,000 or 83% of the
increase was attributable to revenue generated by radio stations
that we did not own or operate for the comparable period in
2004. Net operating revenue generated by stations that we owned
and operated for the entire comparable period increased by
approximately 1% or approximately $1,186,000 ($646,000 or 54% in
our radio segment and $540,000 or 46% in our television
segment). The majority of the improvement in same station
revenue was attributable to same station local revenue increases
of approximately 3%, while our same station political revenue
decreased by approximately 86%.
Station operating expense increased by $7,540,000 or 11% to
$77,464,000 for the nine months ended September 30, 2005,
compared with $69,924,000 for the nine months ended
September 30, 2004. Of the total increase, approximately
$4,893,000 or 65% was the result of the impact of the operation
of radio stations that we did not own or operate for the
comparable period in 2004. Station operating expense increased
by approximately $2,647,000 or 4% on a same station basis, as a
result of an increase in selling and commission expenses which
was directly attributable to the increase in revenue, and
increase in programming expenses as a result of competitive
pressures in several of our radio markets, an increase of
approximately 20% in health care costs and an increase in
depreciation expense of approximately $264,000 or 5%. We
anticipate the increase in selling and programming expenses to
continue in the future. We anticipate increases in heath care
costs of 15% to 20% in the future.
20
Operating income for the nine months ended September 30,
2005 was $21,821,000 compared to $22,700,000 for the nine months
ended September 30, 2004, a decrease of approximately
$879,000 or 4%. The decrease was the result of the increase in
net operating revenue, offset by the increase in station
operating expense and $122,000 or 2% increase in corporate
general and administrative charges.
We generated net income of approximately $8,677,000
($.42 per share on a fully diluted basis) during the nine
months ended September 30, 2005, compared with $11,710,000
($.55 per share on a fully diluted basis) for the nine
months ended September 30, 2004, a decrease of
approximately $3,033,000 or 26%. The decrease was the result of
the decrease in operating income discussed above, an increase in
interest expense of approximately $2,295,000 and a $1,220,000
increase in other expense, offset by a $1,361,000 decrease in
income tax expense. The increase in interest expense was the
result of interest on additional borrowings of approximately
$817,000 and higher interest rates over the prior year of
approximately $1,478,000. The increase in other expense was the
principally the result of a $1,300,000 loss recognized on the
disposition of a tower made obsolete by our DTV conversation in
our Victoria, Texas market. The decrease in income tax expense
was directly attributable to the operating performance.
For the nine months ended September 30, 2005, net operating
revenue in the radio segment was $94,240,000 compared with
$87,997,000 for the nine months ended September 30, 2004,
an increase of $6,243,000 or 7%. Approximately $5,597,000 or 90%
of the increase was attributable to revenue generated by radio
stations and radio networks that we did not own or operate for
the comparable period in 2004. Net operating revenue generated
by radio stations and radio networks that we owned and operated
for the entire comparable period increased by approximately
$646,000 or 1%. The majority of the improvement in same station
revenue was attributable to same station local revenue increases
of approximately 2%, offset by an 82% decrease in same station
political revenue and 3% decrease in same station national
revenue.
Station operating expense in our radio segment increased by
$7,054,000 or 12% to $67,453,000 for the nine months ended
September 30, 2005, compared with $60,399,000 for the nine
months ended September 30, 2004. Of the total increase,
approximately $4,893,000 or 69% was the result of the impact of
the operation of stations that we did not own or operate for the
comparable period in 2004. Station operating expense increased
by approximately $2,161,000 or 4% on a same station basis, which
is primarily the result of an increase in selling and commission
expenses directly attributed to the increase in revenue,
increases in programming expenses as a result of competitive
pressures in several of our radio markets, an increase of
approximately $512,000 or 21% in health care costs and an
increase in depreciation expense of approximately $216,000 or
6%. We anticipate the increases in selling and programming
expenses to continue in the future. We anticipate increases in
health care costs of 15% to 20% in the future.
Operating income in the radio segment for the nine months ended
September 30, 2005 was $26,787,000 compared to $27,598,000
for the nine months ended September 30, 2004, a decrease of
approximately $811,000 or 3%. The decrease was the result of the
increase in net operating revenue, offset by the increase in
station operating expense.
For the nine months ended September 30, 2005, net operating
revenue in the television segment was $11,105,000 compared with
$10,565,000 for the nine months ended September 30, 2004,
an increase of $540,000 or 5%. The majority of the increase in
revenue was attributable to the Fox affiliate in Joplin,
Missouri that went on the air in October 2003.
Station operating expense in our television segment increased by
$486,000 or 5% to $10,011,000 for the nine months ended
September 30, 2005, compared with $9,525,000 for the nine
months ended September 30, 2004. Station operating expense
increased was attributable to increases in selling and
commission expenses as a result of the increase in revenue and a
$47,000 or 4% increase in depreciation expense.
21
Operating income in the television segment for the nine months
ended September 30, 2005 was $1,094,000 compared to
$1,040,000 for the nine months ended September 30, 2004, an
increase of approximately $54,000 or 5%. The increase was the
result of the increase in net operating revenue, offset by the
increase in station operating expense.
Outlook
The following statements are forward-looking statements and
should be read in conjunction with Forward-Looking
Statements below.
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, words such as
believes, anticipates,
estimates, plans, expects,
and similar expressions are intended to identify forward-looking
statements. These statements are made as of the date of this
report or as otherwise indicated, based on current expectations.
We undertake no obligation to update this information. A number
of important factors could cause our actual results for 2005 and
beyond to differ materially from those expressed in any
forward-looking statements made by or on our behalf. Forward
looking statements are not guarantees of future performance as
they involve a number of risks, uncertainties and assumptions
that may prove to be incorrect and that may cause our actual
results and experiences to differ materially from the
anticipated results or other expectations expressed in such
forward-looking statements. The risks, uncertainties and
assumptions that may affect our performance include our
financial leverage and debt service requirements, dependence on
key personnel, dependence on key stations, U.S. and local
economic conditions, our ability to successfully integrate
acquired stations, regulatory requirements, new technologies,
natural disasters and terrorist attacks. We cannot be sure that
we will be able to anticipate or respond timely to changes in
any of these factors, 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 our stock.
For a more complete description of the prominent risks and
uncertainties inherent in our business, see
Managements Discussion and Analysis of Financial
Condition and Results of Operations Forward Looking
Statements; Risk Factors in our Form 10-K for the
year ended December 31, 2004.
Liquidity and Capital Resources
|
|
|
Debt Arrangements and Debt Service Requirements |
As of September 30, 2005, we had $154,850,000 (including
the current portion of $7,000,000) of long-term debt outstanding
and approximately $45,150,000 of unused borrowing capacity under
our Credit Agreement. In October 2005 we used available cash to
pay down $7,000,000 of outstanding debt.
Our Credit Agreement is a $200,000,000 reducing revolving line
of credit maturing on July 29, 2010. Our indebtedness under
the Credit Agreement is secured by a first priority lien on
substantially all of our assets and of our subsidiaries, by a
pledge of our subsidiaries stock and by a guarantee of our
subsidiaries.
The Credit Agreement may be used for general corporate purposes,
including working capital, capital expenditures, permitted
acquisition and related transaction expenses and permitted stock
buybacks. On March 31, 2006, the Revolving Commitments (as
defined in the Credit Agreement) will be permanently reduced
quarterly in amounts ranging from 3.125% to 12.5% of the total
Revolving Commitments in effect on March 31, 2006. Any
outstanding balance under the Credit Agreement will be due on
the maturity date of July 29, 2010. In addition, the
Revolving Commitments shall be further reduced by specified
percentages of Excess Cash Flow (as defined in Credit Agreement)
based on leverage ratios.
In May 2005 we amended the Credit Agreement to reduce the
interest rate margin for LIBOR and the Agent banks base
rate. Interest rates under the Credit Agreement are payable, at
our option, at alternatives equal to LIBOR plus 0.75% to 1.625%
(1.375% to 2.0% as of September 30, 2004) or the Agent
banks base
22
rate plus 0% to 0.375% (0.125% to 0.75% as of September 30,
2004). The spread over LIBOR and the base rate vary from time to
time, depending upon our financial leverage. We also pay
quarterly commitment fees of 0.375% to 0.625% per annum on
the unused portion of the Credit Agreement.
The Credit Agreement contains a number of financial covenants
(all of which we were in compliance with at September 30,
2005) which, among other things, require us to maintain
specified financial ratios and impose certain limitations on us
with respect to investments, additional indebtedness, dividends,
distributions, guarantees, liens and encumbrances.
During the nine months ended September 30, 2005 and 2004,
we had net cash flows from operating activities of $19,012,000
and $22,073,000, respectively. We believe 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. However, if such cash flow is not
sufficient we may be required to sell additional equity
securities, refinance our obligations or dispose of one or more
of our properties in order to make such scheduled payments.
There can be no assurance that we would be able to effect any
such transactions on favorable terms, if at all.
During the nine months ended September 30, 2005 we borrowed
$4,000,000 under the Credit Agreement for general corporate
purposes.
The following 2005 acquisitions were financed through funds
generated from operations, $30,750,000 of borrowings under our
Credit Agreement and the re-issuance of approximately $4,588,000
of our Class A common stock from treasury:
|
|
|
| |
|
Effective June 1, 2005, we acquired two FM and two AM radio
stations (WQNY-FM, WYXL-FM, WNYY-AM and WHCU-AM) serving the
Ithaca, New York market, for approximately $13,600,000 including
approximately $2,602,000 of our Class A common stock. We
financed this transaction through funds generated from
operations and additional borrowings of approximately
$11,000,000 under our Credit Agreement. |
| |
| |
|
Effective January 1, 2005, we acquired one AM and two FM
radio stations (WINA-AM, WWWV-FM and WQMZ-FM) serving the
Charlottesville, Virginia market for approximately $22,490,000
including approximately $1,986,000 of our Class A common
stock. We financed this transaction through funds generated from
operations and additional borrowings of approximately
$19,750,000 under our Credit Agreement. |
| |
| |
|
Effective January 1, 2005, we acquired one AM radio station
(WISE-AM) serving the Asheville, North Carolina market for
approximately $2,192,000. We have provided programming to this
station under a TBA since November 1, 2002. |
| |
| |
|
Effective January 1, 2005 we acquired a low power
television station (KMOL-LP) serving Victoria, Texas market for
approximately $268,000. |
In addition, the following transaction was pending at
September 30, 2005, which we expect to finance through
funds generated from operations and additional borrowings under
our Credit Agreement:
|
|
|
| |
|
On January 21, 2004, we entered into agreements to acquire
one FM radio station (WOXL-FM) serving the Asheville, North
Carolina market, for approximately $8,000,000. We are currently
providing programming to WOXL-FM under a Sub-Time Brokerage
Agreement. This transaction is subject to the approval of the
FCC and has been contested. We expect to close on the
acquisitions when all required approvals are obtained. |
We continue to actively seek and explore opportunities for
expansion through the acquisition of additional broadcast
properties.
In May 2005, our board of directors authorized an increase to
our Stock Buy-Back Program so that we may purchase a total of
$30,000,000 of our Class A Common Stock. From the inception
of the Stock
23
Buy-Back program in 1998 through September 30, 2005, we
have repurchased 1,473,689 shares of our Class A
Common Stock for approximately $22,600,000. During the nine
months ended September 30, 2005 we repurchased
489,325 shares for approximately $7,433,000.
We anticipate that any future acquisitions of radio and
television stations and purchases of Class A Common Stock
under the Stock Buy-Back Program 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 on acceptable terms, it at all.
Our capital expenditures, exclusive of acquisitions, for the
nine months ended September 30, 2005 were approximately
$9,054,000 ($8,249,000 in 2004). We anticipate capital
expenditures exclusive of acquisitions in 2005 to be
approximately $10,500,000, which we expect to finance through
funds generated from operations or additional borrowings under
the Credit Agreement.
|
|
|
Summary Disclosures About Contractual Obligations and
Commercial Commitments |
We have future cash obligations under various types of contracts
under the terms of our Credit Agreement, operating leases,
programming contracts, employment agreements, and other
operating contracts. For additional information concerning our
future cash obligations see Item 7. Managements
Discussion and Analysis of Financial Condition and Results of
Operation-Summary Disclosures About Contractual Obligations and
Commercial Commitments in our annual report on
Form 10-K for the year ended December 31, 2004.
There have been no material changes to such
contracts/commitments during the nine months ended
September 30, 2005. We anticipate that the above
contractual cash obligations will be financed through funds
generated from operations or additional borrowings under the
Credit Agreement, or a combination thereof.
|
|
|
Critical Accounting Policies and Estimates |
Our consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the
United States, which require us to make estimates, judgments and
assumptions that affect the reported amounts of certain assets,
liabilities, revenues, expenses and related disclosures and
contingencies. We evaluate estimates used in preparation of our
financial statements on a continual basis. There has been no
significant changes to our critical accounting policies that are
described in Item 7. Managements Discussion and
Analysis of Financial Condition and Results of Operations
Critical Accounting Policies in our annual report on
Form 10-K for the year ended December 31, 2004.
The impact of inflation on our 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
our operations.
|
|
| Item 3. |
Quantitative and Qualitative Disclosures about Market
Risk |
Refer to Item 7A. Quantitative and Qualitative
Disclosures about Market Risk and Item 7.
Managements Discussion and Analysis of Financial Condition
and Results of Operations-Market Risk and Risk Management
Policies in our Annual Report on Form 10-K for the
year ended December 31, 2004 for a complete discussion of
our market risk. There have been no material changes to the
market risk information included in our 2004 Annual Report on
Form 10-K.
|
|
| Item 4. |
Controls and Procedures |
As of the end of the period covered by this report, the Company
carried out an evaluation, under the supervision and with the
participation of the Companys management, including its
Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Companys
disclosure controls and procedures pursuant to
Rule 13a 15 of the Securities Exchange Act of
1934. Based upon that
24
evaluation, the Companys Chief Executive Officer and Chief
Financial Officer concluded that the Companys disclosure
controls and procedures are effective to cause the material
information required to be disclosed by the Company in the
reports that it files or submits under the Securities Exchange
Act of 1934 to be recorded, processed, summarized and reported
within the time periods specified in the Commissions rules
and forms. There were no changes in the Companys internal
controls over financial reporting during the quarter ended
September 30, 2005, that have materially affected, or are
reasonably likely to materially affect, the Companys
internal controls over financial reporting.
25
PART II OTHER INFORMATION
| |
|
|
|
|
| |
31 |
.1 |
|
Certification of Chief Executive Officer Pursuant to
Rule 13a-14(a) of the Securities Exchange Act of 1934, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002. |
| |
| |
31 |
.2 |
|
Certification of Chief Financial Officer Pursuant to
Rules 13a-14(a) of the Securities Exchange Act of 1934, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002. |
| |
| |
32 |
|
|
Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350 and
Rule 13-14(b) of the Securities Exchange Act of 1934, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. |
26
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: November 8, 2005 |
|
/s/ Samuel D. Bush
-----------------------------------------------
Samuel D. Bush
Senior Vice President,
Chief Financial Officer, and Treasurer
(Principal Financial Officer) |
| |
|
Date: November 8, 2005 |
|
/s/ Catherine A.
Bobinski
Catherine
A. Bobinski
Vice President, Corporate
Controller and Chief Accounting Officer
(Principal Accounting Officer) |
27
INDEX TO EXHIBITS
| |
|
|
|
|
| Exhibit |
|
|
| Number |
|
Description |
| |
|
|
| |
31 |
.1* |
|
Certification of Chief Executive Officer Pursuant to
Rule 13a-14(a) of the Securities Exchange Act of 1934, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002. |
| |
| |
31 |
.2* |
|
Certification of Chief Financial Officer Pursuant to
Rule 13a-14(a) of the Securities Exchange Act of 1934, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002. |
| |
| |
32* |
|
|
Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350 and
Rule 13-14(b) of the Securities Exchange Act of 1934, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. |