(Mark one) | ||
þ
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended December 31, 2007 | ||
OR
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period for to |
Delaware | 38-3042953 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
73 Kercheval Avenue
|
48236 | |
Grosse Pointe Farms, Michigan
|
(Zip Code) | |
(Address of principal executive offices) |
Title of each class
|
Name of each exchange on which registered
|
|
Class A Common Stock, $.01 par value
|
New York Stock Exchange |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting Company o |
2
3
6
7
12
13
Item 1.
Business
On November 1, 2007, we acquired an FM radio station
(WCLZ-FM)
serving the Portland, Maine market for approximately $3,555,000.
On August 31, 2007, we acquired two radio stations
(WKRT-AM
and
WIII-FM
licensed to Cortland, New York, and an FM translator station
that rebroadcasts WIII) serving the Ithaca, New York market for
approximately $3,843,000. Due to FCC ownership rules we were not
permitted to own
WKRT-AM
and
as part of the transaction we donated
WKRT-AM
to a
non-profit organization.
On January 2, 2007, we acquired one FM radio station
(WCNR-FM)
serving the Charlottesville, Virginia market for $3,330,000. On
September 1, 2006 we began providing programming under an
LMA to
WCNR-FM.
We
funded this acquisition on December 31, 2006.
On January 16, 2007, we agreed to pay $50,000 to cancel a
clause in our 2003 purchase agreement of
WSNI-FM
in
the Winchendon, Massachusetts market that would require us to
pay the seller an additional $500,000 if within five years of
closing we obtained approval from the FCC for a city of license
change.
On January 2, 2007, in connection with the 2003 acquisition
of one FM radio station
(WJZA-FM)
serving the Columbus, Ohio market, we paid an additional
$850,000 to the seller upon obtaining approval from the FCC for
a city of license change.
On January 21, 2004, we entered into agreements to acquire
an FM radio station
(WOXL-FM)
serving the Asheville, North Carolina market. On
November 1, 2002 we began providing programming under a
Sub-Time Brokerage Agreement to
WOXL-FM,
and
on January 31, 2008 we closed on the acquisition for
approximately $9,374,000.
4
Table of Contents
2007
2007
Fall 2007
Market
Market
Target
Ranking
Ranking
Demographics
By Radio
by Radio
Ranking (by
Target
Revenue (b)
Market (b)
Listeners) (c)
Demographics
Columbus, OH
31
37
Adult Contemporary
3
Women 25-54
Columbus, OH
31
37
Oldies
7
(e)
Adults 45-64
Columbus, OH
31
37
Smooth Jazz
15
(e)(d)
Adults 35-54
Columbus, OH
31
37
Smooth Jazz
15
(e)(d)
Adults 35-54
Milwaukee, WI
35
36
Classic Rock
3
Men 35-54
Milwaukee, WI
35
36
Rock
1
Men 25-44
Milwaukee, WI
35
36
Urban Adult Contemporary
2
Women 25-54
Milwaukee, WI
35
36
Smooth Jazz
17
Adults 35-54+
Norfolk, VA
40
41
Rock
3
Men 18-49
Norfolk, VA
40
41
Classic Rock
5
Men 35-54
Des Moines, IA
71
91
Hot Adult Contemporary
1
Women 25-44
Des Moines, IA
71
91
Oldies
1
Adults 45-64
Des Moines, IA
71
91
Rock
1
Men 18-34
Des Moines, IA
71
91
Soft Adult Contemporary
2
(e)
Women 35-54
Portland, ME
99
167
Hot Adult Contemporary
1
Women 25-54
Portland, ME
99
167
Classic Hits
3
(e)
Adults 45-64
Portland, ME
99
167
Country
1
(e)
Adults 35-64
Portland, ME
99
167
Adult Album Alternative
6
Adults 25-54
Springfield, MA
112
86
Classic Rock
1
Men 35-54
Springfield, MA
112
86
Rock
1
Men 18-34
Northampton, MA
112
86
Progressive
9
(e)(d)
Adults 35-54
Brattleboro, VT
N/A
N/A
Progressive
9
(e)(d)
Adults 35-54
Greenfield, MA
N/A
N/A
Adult Contemporary
N/R
Women 25-54+
Greenfield, MA
N/A
N/A
Country
N/R
Adults 25-54
Manchester, NH
118
190
Adult Contemporary
1
Adults 25-54
Manchester, NH
118
190
Classic Rock
3
(e)
Men 35-54
Champaign, IL
168
225
Hot Adult Contemporary
N/S
Women 25-44
Champaign, IL
168
225
Country
N/S
Adults 25-54
Champaign, IL
168
225
Variety Hits
N/S
Adults 35-54
Champaign, IL
168
225
Rock
N/S
Men 18-49
Springfield, IL
N/A
N/A
Classic Hits
N/R
Men 25-54
Springfield, IL
N/A
N/A
Oldies
N/R
Adults 45-64
Springfield, IL
N/A
N/A
Contemporary Hits
N/R
Women 18-34
Springfield, IL
N/A
N/A
Variety Hits
N/R
Adults 25-54
Asheville, NC
168
160
Classic Hits
N/S
Adults 35-64
Asheville, NC
168
160
Rock
N/S
Men 18-49
Sioux City IA
213
277
Country
N/S
Adults 35+
Charlottesville, VA
208
233
Rock
N/S
Men 25-54
Charlottesville, VA
208
233
Adult Contemporary
N/S
Women 25-54
Charlottesville, VA
208
233
Adult Album Alternative
N/S
Adults 18-49
5
Table of Contents
2007
2007
Fall 2007
Market
Market
Target
Ranking
Ranking
Demographics
By Radio
by Radio
Ranking (by
Target
Revenue (b)
Market (b)
Listeners) (c)
Demographics
Jonesboro, AR
257
294
Classic Rock
2
(e)(f)
Men 25-54
Jonesboro, AR
257
294
Country
1
(f)
Adults 25-54
Jonesboro, AR
257
294
Adult Contemporary
2
(e)(f)
Women 25-54
Clarksville, TN
257
210
Hot Adult Contemporary
N/S
Women 25-54
Hopkinsville, KY
Clarksville, TN
257
210
Country
N/S
Adults 25-54
Hopkinsville, KY
Clarksville, TN
257
210
Rock
N/S
Men 18-34
Hopkinsville, KY
Clarksville, TN
257
210
Classic Hits
N/S
Adults 35-54
Hopkinsville, KY
Bellingham, WA
N/A
N/A
Classic Rock
N/R
Men 35-54
Bellingham, WA
N/A
N/A
Adult Contemporary
N/R
Women 25-54
Spencer, IA
N/A
N/A
Country
N/R
Adults 35+
Spencer, IA
N/A
N/A
Adult Contemporary
N/R
Women 25-54
Mitchell, SD
N/A
N/A
Country
N/R
Adults 35+
Mitchell, SD
N/A
N/A
Classic Hits
N/R
Adults 45-64
Brattleboro, VT
N/A
N/A
Classic Hits
N/R
Men 35-54
Keene, NH
N/A
N/A
Hot Adult Contemporary
N/R
Women 25-54
Keene, NH
N/A
N/A
Adult Contemporary
N/R
Women 35-54
Keene, NH
N/A
N/A
Country
N/R
Adults 35+
Bucyrus, OH
N/A
N/A
Classic Hits
N/R
Men 25-54
Ithaca, NY
284
285
Rock
2
(f)
Men 25-54
Ithaca, NY
284
285
Country
1
(f)
Adults 25-54+
Ithaca, NY
284
285
Adult Contemporary
1
(e)(f)
Women 25-54
Milwaukee, WI
35
36
Contemporary Christian
N/R
Adults 18+
Norfolk, VA
40
41
Nostalgia
11
(e)
Adults 45+
Des Moines, IA
71
91
Nostalgia/Sports
5
Adults 45+
Des Moines, IA
71
91
Contemporary Christian
N/R
Adults 18+
Portland, ME
99
167
News/Talk
1
Adults 35+
Portland, ME
99
167
News/Talk/Sports
14
(e)
Men 25-54
Portland, ME
99
167
Nostalgia
7
(e)(d)
Adults 45+
Portland, ME
99
167
Nostalgia/Sports
7
(e)(d)
Adults 45+
Northampton, MA
112
86
News/Talk
5
(d)
Adults 35+
Springfield, MA
112
86
News/Talk
5
(d)
Adults 35+
Greenfield, MA
N/A
N/A
News/Talk
5
(d)
Adults 35+
Manchester, NH
118
190
Adult Standards/Sports
2
(e)
Adults 45+
Springfield, IL
N/A
N/A
News/Talk
N/R
Adults 35+
Asheville, NC
168
160
Sports/Talk
N/S
Men 18+
Asheville, NC
168
160
Sports/Talk
N/S
Men 18+
Yankton, SD
213
277
News/Talk
N/S
Adults 35+
Charlottesville, VA
208
233
News/Talk
N/S
Adults 35+
Charlottesville, VA
208
233
News/Talk
N/A
Adults 35+
Clarksville, TN
257
210
Southern Gospel
N/S
Adults 18+
Hopkinsville, KY
Clarksville, TN
257
210
Sports/Talk
N/S
Men 18+
Hopkinsville, KY
Bellingham, WA
N/A
N/A
News/Talk
N/A
Adults 35+
Table of Contents
2007
2007
Fall 2007
Market
Market
Target
Ranking
Ranking
Demographics
By Radio
by Radio
Ranking (by
Target
Revenue (b)
Market (b)
Listeners) (c)
Demographics
Bellingham, WA
N/A
N/A
Sports/Talk
N/A
Men 18+
Bellingham, WA
N/A
N/A
Progressive Talk
N/A
Adults 35+
Spencer, IA
N/A
N/A
News/Talk
N/A
Adults 35+
Brattleboro, VT
N/A
N/A
News/Talk
N/A
Adults 35+
Keene, NH
N/A
N/A
News/Talk
N/A
Adults 35+
Keene, NH
N/A
N/A
Nostalgia
N/A
Adults 45+
Bucyrus, OH
N/A
N/A
Adult Standards
N/A
Adults 45+
Ithaca, NY
284
285
Progressive Talk
4
(e)(f)
Adults 35-54
Ithaca, NY
284
285
News/Talk
3
(f)
Adults 35+
(a)
Actual city of license may differ from metropolitan market
actually served.
(b)
Derived from Investing in Radio 2007 Market Report.
(c)
Information derived from most recent available Arbitron Radio
Market Report.
(d)
Since stations are simulcast, ranking information pertains to
the combined stations.
(e)
Tied for position.
(f)
Arbitron defines as a Condensed Market, meaning
ratings for Fall 2007 are a combination of Spring 2007 and Fall
2007 data.
2007 Market
Ranking by
Fall 2007
Number of TV
Station
Station Ranking
Households (b)
Affiliate
(by # of viewers) (b)
Joplin, MO Pittsburg, KS
145
CBS
1
Joplin, MO Pittsburg, KS
145
FOX
4
Greenwood Greenville, MS
184
CBS
2
Victoria, TX
204
ABC
1
Victoria, TX
204
FOX
3
Victoria, TX
204
NBC
4
Victoria, TX
204
MYTV
5
Victoria, TX
204
Univision
2
Victoria, TX
204
Telemundo
6
(a)
Actual city of license may differ from metropolitan market
actually served.
(b)
Derived from Investing in Television Market Report 2007, based
on A.C. Nielson ratings and data.
(c)
Station operated under the terms of a TBA.
(d)
Station operated under the terms of a Shared Services Agreement.
Table of Contents
8
Table of Contents
9
Table of Contents
10
Table of Contents
Power
Expiration Date of
FCC Authorization
Columbus, OH
50,000
October 1, 2012
Columbus, OH
6,000
October 1, 2012
Columbus, OH
6,000
October 1, 2012
Columbus, OH
6,000
October 1, 2012
Bucyrus, OH
3,000
October 1, 2012
Milwaukee, WI
50,000
December 1, 2012
Milwaukee, WI
50,000
December 1, 2012
Milwaukee, WI
6,000
December 1, 2012
Milwaukee, WI
6,000
December 1, 2012
Norfolk, VA
50,000
October 1, 2011
Norfolk, VA
100,000
October 1, 2011
Des Moines, IA
100,000
February 1, 2013
Des Moines, IA
100,000
February 1, 2013
Des Moines, IA
100,000
February 1, 2013
Des Moines, IA
100,000
February 1, 2013
Portland, ME
50,000
April 1, 2014
Portland, ME
25,000
April 1, 2014
Portland, ME
50,000
April 1, 2014
Portland, ME
50,000
April 1, 2014
Springfield, MA
6,000
April 1, 2014
Springfield, MA
50,000
April 1, 2006(6)
Manchester, NH
50,000
April 1, 2014
Manchester, NH
6,000
April 1, 2014
Springfield, IL
50,000
December 1, 2012
Springfield, IL
50,000
December 1, 2012
Springfield, IL
50,000
December 1, 2012
Springfield, IL
25,000
December 1, 2012
Champaign, IL
50,000
December 1, 2012
Champaign, IL
25,000
December 1, 2012
Champaign, IL
25,000
December 1, 2012
Champaign, IL
50,000
December 1, 2012
Yankton, SD
100,000
April 1, 2013
Bellingham, WA
100,000
February 1, 2014
Bellingham, WA
100,000
February 1, 2014
Spencer, IA
100,000
February 1, 2013
Spencer, IA
25,000
February 1, 2013
Clarksville,TN/Hopkinsville, KY
100,000
August 1, 2012
Clarksville,TN/Hopkinsville, KY
6,000
August 1, 2012
Clarksville,TN/Hopkinsville, KY
100,000
August 1, 2012
Clarksville,TN/Hopkinsville, KY
6,000
August 1, 2012
Mitchell, SD
100,000
April 1, 2013
Mitchell, SD
100,000
April 1, 2013
Greenfield, MA
3,000
April 1, 2014
11
Table of Contents
Power
Expiration Date of
FCC Authorization
Keene, NH
50,000
April 1, 2014
Northampton, MA
3,000
April 1, 2014
Brattleboro, VT
3,000
April 1, 2014
Greenfield, MA
3,000
April 1, 2014
Brattleboro, VT
6,000
April 1, 2014
Keene, NH
6,000
April 1, 2014
Keene, NH
6,000
April 1, 2014
Asheville, NC
25,000
December 1, 2011
Asheville, NC
50,000
December 1, 2011
Jonesboro, AR
50,000
June 1, 2004(6)
Jonesboro, AR
25,000
June 1, 2012
Jonesboro, AR
6,000
June 1, 2012
Charlottesville, VA
50,000
October 1, 2011
Charlottesville, VA
6,000
October 1, 2011
Charlottesville, VA
6,000
October 1, 2011
Ithaca, NY
50,000
June 1, 2014
Ithaca, NY
50,000
June 1, 2014
Ithaca, NY
50,000
June 1, 2014
Milwaukee, WI
1,000
December 1, 2012
Norfolk, VA
1,000
October 1, 2011
Des Moines, IA
5,000
February 1, 2013
Des Moines, IA
10,000
February 1, 2013
Portland, ME
5,000
April 1, 2014
Portland, ME
5,000
April 1, 2014
Portland, ME
1,000
April 1, 2006(6)
Portland, ME
1,000
April 1, 2014
Springfield, MA
2,500(5)
April 1, 2014
Northampton, MA
1,000
April 1, 2014
Manchester, NH
5,000
April 1, 2014
Springfield, IL
1,000
December 1, 2012
Yankton, SD
5,000
April 1, 2013
Bellingham, WA
5,000
February 1, 2014
Bellingham, WA
10,000
February 1, 2014
Bellingham, WA
1,000(5)
February 1, 2014
Spencer, IA
1,000
February 1, 2013
Clarksville,TN/Hopkinsville, KY
1,000(5)
August 1, 2012
Clarksville, TN
1,000(5)
August 1, 2012
Greenfield, MA
1,000
April 1, 2014
Keene, NH
5,000
April 1, 2014
Keene, NH
1,000(5)
April 1, 2014
Brattleboro, VT
1,000
April 1, 2014
Asheville, NC
5,000(5)
December 1, 2011
Asheville, NC
5,000(5)
December 1, 2011
Bucyrus, OH
5,000(5)
October 1, 2012
Charlottesville, VA
5,000
October 1, 2011
Table of Contents
Power
Expiration Date of
FCC Authorization
Charlottesville, VA
1,000
October 1, 2011
Ithaca, NY
5,000(5)
June 1, 2014
Ithaca, NY
5,000(5)
June 1, 2014
Joplin, MO/Pittsburg, KS
NTSC
316,000 (vis),
61,600 (aur)
DTV 6,000
June 1, 2006(6)
Victoria, TX
NTSC
1,298,000(vis),
129,800(aur)
DTV 900,000
August 1, 2006(6)
Victoria, TX
NTSC
155,000(vis),
15,500(aur)
DTV 18,000
August 1, 2006(6)
Victoria, TX
1,000 (vis)
August 1, 2006(6)
Victoria, TX
1,000 (vis)
August 1, 2006(6)
Victoria, TX
1,000 (vis)
August 1, 2006(6)
Victoria, TX
50,000 (vis)
August 1, 2006(6)
Greenville, MS
NTSC
2,750,000(vis),
549,000(aur)
DTV 5,000
June 1, 2005(6)
(1)
Some stations are licensed to a different community located
within the market that they serve.
(2)
Some stations are licensed to operate with a combination of
effective radiated power (ERP) and antenna height,
which may be different from, but provide equivalent coverage to,
the power shown. The ERP of television stations is expressed in
terms of visual (vis) and aural (aur)
components. WYSE, WISE, KPSZ, KPUG, KGMI, KBAI, WZBK, WBCO,
WJQI, WKFN, WNYY and WHCU operate with lower power at night than
the power shown.
(3)
We program this station pursuant to a TBA with the licensee of
KVCT, Surtsey Media, LLC. See Note 10 of the Notes to
Consolidated Financial Statements included with this
Form 10-K
for additional information on our relationship with Surtsey
Media, LLC.
(4)
KUNU-LP, KXTS-LP, KVTX-LP, and KMOL-LP are low power
television stations that operate as secondary
stations (i.e., if they conflict with the operations of a
full power television station, the low power
stations must change their facilities or terminate operations).
(5)
Operates daytime only or with greatly reduced power at night.
(6)
An application for renewal of license is pending before the FCC.
Table of Contents
14
Table of Contents
In markets with three or fewer TV stations, no cross-ownership
is permitted among TV, radio and newspapers. A company may
obtain a waiver of that ban if it can show that the television
station does not serve the area served by the cross-owned
property (
i.e.
the radio station or the newspaper).
In markets with between 4 and 8 TV stations, combinations are
limited to one of the following:
(A)
A daily newspaper; one TV station; and up to half of the radio
station limit for that market (
i.e.
if the radio limit in
the market is 6, the company can only own 3) OR
(B)
A daily newspaper; and up to the radio station limit for that
market; (
i.e.
no TV stations) OR
(C)
Two TV stations (if permissible under local TV ownership rule);
and up to the radio station limit for that market (
i.e.
no daily newspapers).
In markets with nine or more TV stations, the FCC eliminated the
newspaper-broadcast cross-ownership ban and the television-radio
cross-ownership ban.
Number of Stations
Total of 5 stations, not more than 3 in the same service (AM or
FM), except the Company cannot own more than 50% of the stations
in the market.
Total of 6 stations, not more than 4 in the same service (AM or
FM).
Total of 7 stations, not more than 4 in the same service (AM or
FM).
Total of 8 stations, not more than 5 in the same service (AM or
FM).
15
Table of Contents
16
Table of Contents
17
Table of Contents
18
Table of Contents
19
Table of Contents
20
Table of Contents
21
Table of Contents
22
Table of Contents
63
President, Chief Executive Officer and Chairman; Director
51
Executive Vice President and Group Program Director
53
Senior Vice President, Operations
50
Senior Vice President, Chief Financial Officer and Treasurer
59
Senior Vice President, Corporate Secretary, and Director of
Business Affairs
48
Vice President, Chief Accounting Officer and Corporate
Controller
Item 1A.
Risk
Factors
23
Table of Contents
24
Table of Contents
25
Table of Contents
Item 1B.
Unresolved
Staff Comments
Item 2.
Properties
Item 3.
Legal
Proceedings
Item 4.
Submission
of Matters to a Vote of Security Holders
26
Table of Contents
56
Item 5.
Market
for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
High
Low
$
11.18
$
8.88
$
10.40
$
8.40
$
9.21
$
7.15
$
10.13
$
7.55
$
10.22
$
9.22
$
10.29
$
8.95
$
10.09
$
6.51
$
8.50
$
4.21
27
Table of Contents
(a)
(b)
(c)
Number of Securities
Number of Shares to
Remaining Available for
be Issued Upon
Weighted-Average
Future Issuance
Exercise of
Exercise Price of
Under Equity
Outstanding Options
Outstanding Options,
Compensation Plans
Warrants, and Rights
Warrants and Rights
(excluding Column (a))
$
1,395,717
1,536,072
$
13.312
207,900
$
19.260
1,102,852
(1)
$
10.558
(2)
1,348,116
23,080
$
.009
2,869,904
2,743,833
(1)
Includes 164,072 shares of restricted stock;
(2)
Weighted-Average Exercise Price of Outstanding Options.
28
Table of Contents
29
Table of Contents
Item 6.
Selected
Financial Data
Years Ended December 31,
2007(1)(2)
2006(1)(3)
2005(1)(4)
2004(1)(5)
2003(1)(6)
(In thousands except per share amounts)
$
144,023
$
142,946
$
140,790
$
134,644
$
121,297
106,302
104,396
104,411
94,914
86,083
9,800
8,870
8,174
8,343
6,649
(312
)
1,168
27,921
29,992
27,037
31,387
28,565
8,954
9,379
7,586
4,522
4,779
$
11,004
$
12,448
$
10,566
$
15,842
$
13,884
$
.55
$
.61
$
.52
$
.76
$
.67
20,091
20,442
20,482
20,752
20,817
$
.55
$
.61
$
.51
$
.75
$
.65
20,115
20,458
20,675
21,167
21,301
December 31,
2007(1)(2)
2006(1)(3)
2005(1)(4)
2004(1)(5)
2003(1)(6)
(In thousands)
$
24,075
$
21,617
$
22,618
$
21,778
$
25,353
76,217
73,658
69,669
66,364
62,369
220,045
210,044
205,434
176,166
161,112
337,644
322,641
318,865
280,154
262,343
129,911
133,911
148,911
121,161
121,205
149,076
136,236
125,824
117,225
107,244
(1)
All periods presented include the weighted average shares and
common equivalents related to certain stock options.
(2)
Reflects the results of WIII acquired in September 2007, and
WCLZ acquired in November 2007.
(3)
Reflects the results of WTMT, acquired in August 2006 and the
results of a time brokerage agreement (TBA) for WCNR
which began in September 2006.
(4)
Reflects the results of WINA, WWWV, WQMZ, WISE and KXTS-LP
acquired in January 2005; WQNY, WYXL, WNYY and WHCU acquired in
June 2005; and WVAX acquired in November 2005.
(5)
Reflects the results of Minnesota News Network and Minnesota
Farm Network, acquired in March 2004; WRSI, WPVQ and WRSY
acquired in April 2004; WXTT acquired in July 2004; and the
disposition of WJQY in August 2004.
(6)
Reflects the results of
WOXL-AM,
acquired in March 2003; WODB, acquired in March 2003 and the
results of a time brokerage agreement (TBA) for WODB
which began in January 2003; the disposition of WVKO in May 2003
and the results of the buyer brokering time on WVKO under a TBA
which began in January 2003; WSNI acquired in April 2003, and
the results of a TBA for WSNI, which began in February 2003; the
disposition of WLLM in April 2003; WJZA and WJZK acquired in
October 2003; the results of a Shared Services Agreement,
Technical Services Agreement, Agreement for the Sale of
Commercial Time, Option Agreement and Broker Agreement for KFJX,
which began in October 2003; WVAE acquired in November 2003 and
the results of a TBA for WVAE which began in August 2003; and
WQEL and WBCO acquired in December 2003 and the results of a TBA
for WQEL and WBCO which began in October 2003.
30
Table of Contents
Item 7.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
31
Table of Contents
Percentage of
Consolidated
Operating Income
for the Years Ended
December 31,
2007
2006
2005
7
%
10
%
13
%
15
%
14
%
15
%
31
%
30
%
33
%
7
%
10
%
14
%
32
Table of Contents
Percentage of
Consolidated Station
Operating Income (*)
for the Years
Ended December 31,
2007
2006
2005
6
%
8
%
9
%
10
%
9
%
9
%
20
%
21
%
21
%
4
%
7
%
9
%
(*)
Operating income plus corporate general and administrative
expenses, depreciation and amortization
33
Table of Contents
34
Table of Contents
2007 vs. 2006
2006 vs. 2005
Years Ended December 31,
$ Increase
% Increase
$ Increase
% Increase
2007
2006
2005
(Decrease)
(Decrease)
(Decrease)
(Decrease)
(In thousands)
$
144,023
$
142,946
$
140,790
$
1,077
0.8
%
$
2,156
1.5
%
106,302
104,396
104,411
1,906
1.8
%
(15
)
9,800
8,870
8,174
930
10.5
%
696
8.5
%
(312
)
(312
)
N/M
312
N/M
1,168
(1,168
)
N/M
27,921
29,992
27,037
(2,071
)
(6.9
)%
2,955
10.9
%
8,954
9,379
7,586
(425
)
(4.5
)%
1,793
23.6
%
273
(500
)
2,668
773
N/M
(3,168
)
N/M
7,690
8,665
6,217
(975
)
(11.3
)%
2,448
39.4
%
$
11,004
$
12,448
$
10,566
$
(1,444
)
(11.6
)%
$
1,882
17.8
%
$
.55
$
.61
$
.52
$
(.06
)
(9.8
)%
$
.09
17.3
%
$
.55
$
.61
$
.51
$
(.06
)
(9.8
)%
$
.10
19.6
%
2007 vs. 2006
2006 vs. 2005
Years Ended December 31,
$ Increase
% Increase
$ Increase
% Increase
2007
2006
2005
(Decrease)
(Decrease)
(Decrease)
(Decrease)
(In thousands)
$
126,596
$
125,274
$
125,597
$
1,322
1.1
%
$
(323
)
(.3
)%
92,162
90,627
90,967
1,535
1.7
%
(340
)
(.4
)%
(312
)
(312
)
N/M
312
N/M
890
(890
)
N/M
$
34,434
$
34,959
$
33,740
$
(525
)
(1.5
)%
$
1,219
3.6
%
2007 vs. 2006
2006 vs. 2005
Years Ended December 31,
% Increase
% Increase
% Increase
% Increase
2007
2006
2005
(Decrease)
(Decrease)
(Decrease)
(Decrease)
(In thousands)
$
17,427
$
17,672
$
15,193
$
(245
)
(1.4
)%
$
2,479
16.3
%
14,140
13,769
13,444
371
2.7
%
325
2.4
%
278
(278
)
N/M
$
3,287
$
3,903
$
1,471
$
(616
)
(15.8
)%
$
2,432
165.3
%
35
Table of Contents
Radio
Television
Corporate and Other
Consolidated
(In thousands)
$
126,596
$
17,427
$
$
144,023
92,162
14,140
106,302
9,800
9,800
$
34,434
$
3,287
$
(9,800
)
$
27,921
Radio
Television
Corporate and Other
Consolidated
(In thousands)
$
125,274
$
17,672
$
$
142,946
90,627
13,769
104,396
8,870
8,870
(312
)
(312
)
$
34,959
$
3,903
$
(8,870
)
$
29,992
Radio
Television
Corporate and Other
Consolidated
(In thousands)
$
125,597
$
15,193
$
$
140,790
90,967
13,444
104,411
8,174
8,174
890
278
1,168
$
33,740
$
1,471
$
(8,174
)
$
27,037
36
Table of Contents
37
Table of Contents
38
Table of Contents
39
Table of Contents
On November 1, 2007, we acquired an FM radio station
(WCLZ-FM)
serving the Portland, Maine market for approximately $3,555,000.
On August 31, 2007, we acquired two radio stations
(WKRT-AM
and
WIII-FM
licensed to Cortland, New York, and an FM translator station
that rebroadcasts WIII) serving the Ithaca, New York market for
approximately $3,843,000. Due to FCC ownership rules we were not
permitted to own
WKRT-AM
and
as part of the transaction we donated
WKRT-AM
to a
non-profit organization.
On January 2, 2007, we acquired one FM radio station
(WCNR-FM)
serving the Charlottesville, Virginia market for $3,330,000. On
September 1, 2006 we began providing programming under an
LMA to
WCNR-FM.
We
funded this acquisition on December 31, 2006.
On January 16, 2007, we agreed to pay $50,000 to cancel a
clause in our 2003 purchase agreement of
WSNI-FM
in
the Winchendon, Massachusetts market that would require us to
pay the seller an additional $500,000 if within five years of
closing we obtained approval from the FCC for a city of license
change.
40
Table of Contents
On January 2, 2007, in connection with the 2003 acquisition
of one FM radio station
(WJZA-FM)
serving the Columbus, Ohio market, we paid an additional
$850,000 to the seller upon obtaining approval from the FCC for
a city of license change.
On August 7, 2006, we acquired one FM radio station
(WTMT-FM)
serving the Tazewell, Tennessee market for approximately
$4,186,000 of which approximately $789,000 was paid in 2006,
$2,047,000 was paid in 2007, and $1,350,000 is recorded as a
note payable at December 31, 2007. We relocated the tower
to Weaverville, North Carolina (serving the Asheville, North
Carolina market) and started broadcasting in Asheville on
June 8, 2007.
In October 2006, we acquired a tower, antenna and transmitter
and entered into agreements with another radio station in
connection with the city of license change for
WJZA-FM
mentioned above for approximately $2,069,000.
On November 22, 2005 we acquired one AM station
(WVAX-AM)
serving Charlottesville, Virginia market for approximately
$151,000. We financed this acquisition with funds generated from
operations.
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
$13,610,000. We financed this acquisition with funds generated
from operations and additional borrowings of approximately
$11,000,000 under our Credit Agreement and the re-issuance of
approximately $2,602,000 of our Class A common stock.
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. We financed this acquisition with funds generated
from operations and additional borrowings of approximately
$19,750,000 under our Credit Agreement and the re-issuance of
approximately $1,986,000 of our Class A common stock.
Effective January 1, 2005, we acquired one AM radio station
(WISE-AM)
serving the Asheville, North Carolina market, for approximately
$2,192,000 with funds generated from operations.
Effective January 1, 2005 we acquired a low power
television station (KXTS-LP) serving Victoria, Texas market for
approximately $268,000 with funds generated from operations.
41
Table of Contents
Payments Due By Period
Less Than
More Than
Total
1 Year
1 to 3 Years
4 to 5 Years
5 Years
(In thousands)
$
129,911
$
$
29,911
$
100,000
$
7,167
1,619
2,121
1,349
2,078
48,220
25,819
14,748
5,555
2,098
$
185,298
$
27,438
$
46,780
$
106,904
$
4,176
(1)
The above amounts do not include interest, which is primarily
variable in amount.
(2)
Under our Credit Agreement, the maturity on outstanding debt of
$128,850,000 could be accelerated if we do not maintain certain
covenants. Includes the guarantee of debt of a related party of
$1,061,000 (see Note 10 of the Notes to Consolidated
Financial Statements).
(3)
Includes $10,725,000 of acquisition commitments, $20,095,000 in
obligations under employment agreements and contracts with
on-air personalities, other employees, and our president, CEO,
and chairman, Edward K. Christian and $17,400,000 in purchase
obligations under general operating agreements and contracts
including but not limited to syndicated programming contracts;
sports programming rights; software rights; ratings services;
television advertising; and other operating expenses.
42
Table of Contents
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.
43
Table of Contents
44
Table of Contents
Item 7A.
Quantitative
and Qualitative Disclosures About Market
Risk.
Item 8.
Financial
Statements and Supplementary Data
Item 9.
Changes
in and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 9A.
Controls
and Procedures
45
Table of Contents
46
Table of Contents
47
Table of Contents
Item 9B.
Other
Information
Item 10.
Directors,
Executive Officers and Corporate Governance
Item 11.
Executive
Compensation
Item 12.
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
Item 13.
Certain
Relationships and Related Transactions, and Director
Independence
Item 14.
Principal
Accountant Fees and Services
48
Table of Contents
Item 15.
Exhibits
and Financial Statement Schedules
(a)
1.
Financial Statements
Consolidated Balance Sheets as of December 31, 2007 and 2006
Consolidated Statements of Income for the years ended
December 31, 2007, 2006 and 2005
Consolidated Statements of Stockholders Equity for the
years ended December 31, 2007, 2006 and 2005
Consolidated Statements of Cash Flows for the years ended
December 31, 2007, 2006 and 2005
2.
Financial
Statement Schedules
3.
Exhibits
49
Table of Contents
50
Table of Contents
December 31,
2007
2006
(In thousands)
$
13,343
$
10,799
23,449
23,777
2,197
2,238
1,580
1,525
813
600
41,382
38,939
76,217
73,658
163,102
150,114
49,661
49,605
7,282
10,325
220,045
210,044
$
337,644
$
322,641
$
3,017
$
2,090
7,722
7,441
4,848
6,088
1,720
1,703
17,307
17,322
36,829
31,367
129,911
133,911
1,589
1,273
2,932
2,532
189
189
24
24
50,600
48,971
112,137
101,133
(13,874
)
(14,081
)
149,076
136,236
$
337,644
$
322,641
51
Table of Contents
Years Ended December 31,
2007
2006
2005
(In thousands, except per share data)
$
144,023
$
142,946
$
140,790
106,302
104,396
104,411
9,800
8,870
8,174
(312
)
1,168
116,102
112,954
113,753
27,921
29,992
27,037
8,954
9,379
7,586
273
(500
)
2,668
18,694
21,113
16,783
2,546
3,482
2,627
5,144
5,183
3,590
7,690
8,665
6,217
$
11,004
$
12,448
$
10,566
$
.55
$
.61
$
.52
20,091
20,442
20,482
$
.55
$
.61
$
.51
20,115
20,458
20,675
52
Table of Contents
Accumulated
Other
Total
Class A
Class B
Additional
Comprehensive
Stock-
Common Stock
Common Stock
Paid-In
Retained
Income
Treasury
Unearned
holders
Shares
Amount
Shares
Amount
Capital
Earnings
(loss)
Stock
Compensation
Equity
(In thousands)
18,699
$
187
2,360
$
24
$
48,387
$
78,119
$
60
$
(9,552
)
$
$
117,225
10,566
10,566
2
2
(62
)
(62
)
10,506
42
496
496
51
1
9
851
(852
)
(1,011
)
5,599
4,588
142
142
(7,433
)
(7,433
)
(84
)
384
300
18,792
$
188
2,369
$
24
$
48,639
$
88,685
$
$
(11,002
)
$
(710
)
$
125,824
12,448
12,448
(710
)
710
11
5
151
151
89
1
22
(1
)
334
334
760
760
(3,487
)
(3,487
)
(202
)
408
206
18,892
$
189
2,396
$
24
$
48,971
$
101,133
$
$
(14,081
)
$
$
136,236
11,004
11,004
8
(8
)
43
434
434
36
5
(2
)
423
423
943
943
(126
)
(126
)
(171
)
333
162
18,977
$
189
2,393
$
24
$
50,600
$
112,137
$
$
(13,874
)
$
$
149,076
53
Table of Contents
Years Ended December 31,
2007
2006
2005
(In thousands)
$
11,004
$
12,448
$
10,566
8,186
8,154
9,040
1,168
943
760
(114
)
(205
)
(239
)
619
603
535
5,144
5,183
3,590
14
4
273
(501
)
2,668
205
198
206
423
334
142
265
288
316
510
456
683
(610
)
(611
)
(530
)
(88
)
2,537
(1,528
)
15,770
17,200
16,051
26,774
29,648
26,617
(9,852
)
(10,504
)
(10,426
)
(180
)
(2,887
)
(599
)
(10,298
)
(2,869
)
(31,729
)
50
1,027
1,835
(20,280
)
(15,233
)
(40,919
)
34,750
(4,000
)
(15,000
)
(7,000
)
(350
)
(200
)
(126
)
(3,487
)
(7,433
)
176
53
240
(3,950
)
(18,784
)
20,357
2,544
(4,369
)
6,055
10,799
15,168
9,113
$
13,343
$
10,799
$
15,168
54
Table of Contents
1.
Summary
of Significant Accounting Policies
55
Table of Contents
Write Off
Balance
Charged to
Uncollectible
Balance at
at Beginning
Costs and
Accounts, Net of
End of
of Period
Expenses
Recoveries
Period
(In thousands)
$
774
$
804
$
(590
)
$
988
1,071
404
(701
)
774
922
700
(551
)
1,071
Estimated
December 31,
Useful Life
2007
2006
(In thousands)
$
11,170
$
10,692
31.5 years
31,300
28,712
7-15 years
27,184
26,231
3-15 years
72,904
69,280
7-20 years
7,125
6,794
5 years
3,821
3,754
153,504
145,463
(77,287
)
(71,805
)
$
76,217
$
73,658
Table of Contents
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.
57
Table of Contents
58
Table of Contents
Years Ended December 31,
2007
2006
2005
(In thousands, except per share data)
$
11,004
$
12,448
$
10,566
20,091
20,442
20,482
24
16
193
20,115
20,458
20,675
$
.55
$
.61
$
.52
$
.55
$
.61
$
.51
59
Table of Contents
2.
Broadcast
Licenses, Goodwill and Other Intangibles Assets
60
Table of Contents
Gross
Carrying
Accumulated
Net
Amount
Amortization
Amount
(In thousands)
$
157,112
$
8,187
$
148,925
1,189
1,189
$
158,301
$
8,187
$
150,114
12,210
12,210
778
778
$
171,289
$
8,187
$
163,102
Gross
Carrying
Accumulated
Net
Amount
Amortization
Amount
(In thousands)
$
61,853
$
13,091
$
48,762
843
843
$
62,696
$
13,091
$
49,605
834
834
(778
)
(778
)
$
62,752
$
13,091
$
49,661
61
Table of Contents
Gross
Carrying
Accumulated
Net
Amount
Amortization
Amount
(In thousands)
$
4,565
$
4,519
$
46
5,862
5,334
528
1,616
1,484
132
$
12,043
$
11,337
$
706
Gross
Carrying
Accumulated
Net
Amount
Amortization
Amount
(In thousands)
$
4,565
$
4,469
$
96
5,849
5,177
672
1,558
1,473
85
$
11,972
$
11,119
$
853
3.
Total
Comprehensive Income and Accumulated Other Comprehensive
Income
Years Ended December 31,
2007
2006
2005
(In thousands)
$
11,004
$
12,448
$
10,566
2
(62
)
$
11,004
$
12,448
$
10,506
$
60
2
(62
)
$
62
Table of Contents
4.
Long-Term
Debt
December 31,
2007
2006
(In thousands)
$
128,850
$
132,850
1,061
1,061
129,911
133,911
$
129,911
$
133,911
(In thousands)
$
1,061
28,850
50,000
50,000
$
129,911
63
Table of Contents
5.
Supplemental
Cash Flow Information
Years Ended December 31,
2007
2006
2005
(In thousands)
$
9,235
$
8,424
$
8,032
2,245
2,816
3,506
$
4,331
$
4,226
$
4,447
4,217
4,021
4,208
67
60
75
Years Ended December 31,
2007
2006
2005
(In thousands)
$
14,151
$
3,771
$
39,054
(10,298
)
(2,869
)
(31,729
)
(4,588
)
$
3,853
$
902
$
2,737
64
Table of Contents
6.
Income
Taxes
December 31,
2007
2006
(In thousands)
$
8,112
$
8,003
30,431
24,695
562
573
39,105
33,271
399
308
2,574
2,042
116
154
177
69
3,266
2,573
177
69
3,089
2,504
$
36,016
$
30,767
$
813
$
600
(36,829
)
(31,367
)
$
(36,016
)
$
(30,767
)
65
Table of Contents
Years Ended December 31,
2007
2006
2005
(In thousands)
$
2,075
$
3,100
$
2,120
471
382
507
2,546
3,482
2,627
5,144
5,183
3,590
$
7,690
$
8,665
$
6,217
Years Ended December 31,
2007
2006
2005
(In thousands)
$
6,496
$
7,433
$
5,933
1,038
1,220
755
48
25
(99
)
108
(13
)
(372
)
$
7,690
$
8,665
$
6,217
66
Table of Contents
7.
Stock-Based
Compensation
67
Table of Contents
2007
2006
2005
Grants
Grants
Grants
$
4.82
$
4.49
$
6.91
36.50
%
37.19
%
37.14
%
7.9
7.8
7.6
4.76
%
4.27
%
3.96
%
0
%
0
%
0
%
68
Table of Contents
Weighted
Average
Weighted
Remaining
Aggregate
Number of
Average
Contractual
Intrinsic
Options
Exercise Price
Term
Value (Years)
2,721,004
$
15.58
271,941
14.25
(28,278
)
5.92
(895,717
)
19.19
2,068,950
$
13.97
4.9
$
343,040
506,138
9.00
(9,762
)
5.83
(34,069
)
15.33
2,531,257
$
12.99
5.0
$
353,721
184,381
9.49
(24,853
)
7.64
(8,033
)
10.50
2,682,752
$
12.81
4.4
$
1,944,489
$
13.79
2.9
$
69
Table of Contents
Weighted
Average
Number of
Grant Date
Options
Fair Value
1,319,984
$
2.56
271,941
6.91
(431,764
)
7.67
(891,375
)
0.10
268,786
$
6.91
506,138
4.49
(53,743
)
6.91
(7,946
)
5.79
713,235
$
5.20
184,381
4.82
(151,820
)
5.32
(7,533
)
5.07
738,263
$
5.09
Weighted
Average
Aggregate
Number of
Price
Intrinsic
Options
per Share
Value
21,511
$
0.008
4,751
0.010
(14,069
)
0.009
12,193
$
0.008
$
132,437
13,242
0.010
(6,299
)
0.010
19,136
$
0.009
$
183,726
22,428
0.010
(18,484
)
0.010
23,080
$
0.009
$
135,726
70
Table of Contents
Weighted
Average
Grant Date
Shares
Fair Value
$
60,429
14.25
(701
)
13.80
59,728
$
14.25
112,471
9.00
(11,936
)
14.25
(1,765
)
11.84
158,498
$
10.55
40,972
9.49
(33,724
)
10.81
(1,674
)
10.28
164,072
$
10.24
2.9
71
Table of Contents
Year Ended
December 31,
2005
$
10,566
137
(4,544
)
$
6,159
$
.30
$
.30
8.
Employee
Benefit Plans
72
Table of Contents
9.
Acquisitions
and Dispositions
73
Table of Contents
74
Table of Contents
Condensed Consolidated Balance Sheets
of 2007 and 2006 Acquisitions
Acquisitions in
2007
2006
(In thousands)
$
130
$
931
1,739
12,210
1,189
834
843
46
13,090
2,032
14,151
3,771
3,853
902
3,853
902
$
10,298
$
2,869
75
Table of Contents
Years Ended
December 31,
2007
2006
(In thousands, except per share data)
$
144,982
$
144,446
107,159
105,626
9,800
8,870
(312
)
28,023
30,262
8,954
9,379
273
(500
)
7,732
8,776
$
11,064
$
12,607
$
.55
$
.62
$
.55
$
.62
2007
2006
(In thousands)
$
127,555
$
126,774
93,019
91,857
(312
)
$
34,536
$
35,229
2007
2006
(In thousands)
$
17,427
$
17,672
14,140
13,769
$
3,287
$
3,903
76
Table of Contents
Corporate
Radio
Television
and Other
Consolidated
(In thousands)
$
127,555
$
17,427
$
$
144,982
93,019
14,140
107,159
9,800
9,800
$
34,536
$
3,287
$
(9,800
)
$
28,023
Corporate
Radio
Television
and Other
Consolidated
(In thousands)
$
126,774
$
17,672
$
$
144,446
91,857
13,769
105,626
8,870
8,870
(312
)
(312
)
$
35,229
$
3,903
$
(8,870
)
$
30,262
10.
Related
Party Transactions
77
Table of Contents
78
Table of Contents
11.
Common
Stock
79
Table of Contents
12.
Commitments
and Contingencies
$
1,619
1,210
911
773
576
2,078
$
7,167
80
Table of Contents
$
616
630
512
302
128
16
$
2,204
616
$
1,588
13.
Segment
Information
Corporate
Radio
Television
and Other
Consolidated
$
126,596
$
17,427
$
$
144,023
92,162
14,140
106,302
9,800
9,800
$
34,434
$
3,287
$
(9,800
)
$
27,921
$
6,363
$
1,619
$
204
$
8,186
$
288,660
$
31,986
$
16,998
$
337,644
$
8,533
$
1,076
$
243
$
9,852
$
49,490
$
171
$
$
49,661
$
150,913
$
12,189
$
$
163,102
81
Table of Contents
Corporate
Radio
Television
and Other
Consolidated
$
125,274
$
17,672
$
$
142,946
90,627
13,769
104,396
8,870
8,870
(312
)
(312
)
$
34,959
$
3,903
$
(8,870
)
$
29,992
$
6,288
$
1,673
$
194
$
8,155
$
272,080
$
31,712
$
18,849
$
322,641
$
7,752
$
2,592
$
160
$
10,504
$
49,434
$
171
$
$
49,605
$
137,925
$
12,189
$
$
150,114
Corporate
Radio
Television
and Other
Consolidated
$
125,597
$
15,193
$
$
140,790
90,967
13,444
104,411
8,174
8,174
890
278
1,168
$
33,740
$
1,471
$
(8,174
)
$
27,037
$
7,075
$
1,766
$
199
$
9,040
$
266,604
$
31,092
$
21,169
$
318,865
$
7,414
$
2,285
$
727
$
10,426
$
48,591
$
171
$
$
48,762
$
136,736
$
12,189
$
$
148,925
82
Table of Contents
14.
Quarterly
Results of Operations (Unaudited)
March 31,
June 30,
September 30,
December 31,
2007
2006
2007
2006
2007
2006
2007
2006
(In thousands, except per share data)
$
31,883
$
31,191
$
38,421
$
37,745
$
36,218
$
35,791
$
37,501
$
38,219
25,995
24,703
27,016
26,369
25,975
25,761
27,316
27,563
2,316
1,981
2,606
2,499
2,272
2,225
2,606
2,165
(312
)
3,572
4,507
8,799
8,877
7,971
7,805
7,579
8,803
2,297
2,277
2,281
2,355
2,283
2,375
2,093
2,372
35
(355
)
47
(215
)
60
(75
)
131
145
1,240
2,585
6,471
6,737
5,628
5,505
5,355
6,286
500
1,060
2,661
2,749
2,307
2,241
2,222
2,615
$
740
$
1,525
$
3,810
$
3,988
$
3,321
$
3,264
$
3,133
$
3,671
$
.04
$
.07
$
.19
$
.19
$
.17
$
.16
$
.16
$
.18
20,221
20,480
20,083
20,575
20,112
20,488
20,118
20,227
$
.04
$
.07
$
.19
$
.19
$
.17
$
.16
$
.16
$
.18
20,242
20,503
20,113
20,593
20,126
20,502
20,132
20,241
83
Table of Contents
By:
President, Chief Executive Officer and
Chairman of the Board
Senior Vice President, Chief Financial
Officer and Treasurer
Vice President, Corporate Controller and
Chief Accounting Officer
Director
Director
Director
Director
Director
Director
84
Table of Contents
3(a)
8
Second Restated Certificate of Incorporation, restated as of
December 12, 2003.
3(b)
*
Bylaws, as amended May 23, 2007.
4(a)
1
Plan of Reorganization.
4(b)
4
Credit Agreement dated as of March 28, 2001 between the
Company and Fleet National Bank, as Agent for the lenders and
The Bank of New York, as syndication agent.
4(c)
7
Credit Agreement dated as of July 29, 2003 between the
Company and Union Bank of California, as Syndication Agent,
Fleet National Bank as Documentation Agent and The Bank of New
York as Administrative Agent.
10(a)
5
Employment Agreement of Edward K. Christian dated as of
April 1, 2002.
10(b)
3
Saga Communications, Inc. 1992 Stock Option Plan, as amended.
10(c)
1
Summary of Executive Insured Medical Reimbursement Plan.
10(d)
2
Saga Communications, Inc. 1997 Non-Employee Director Stock
Option Plan.
10(d)(1)
9
Form of Stock Option Agreement for Participants in the Saga
Communications, Inc 1997 Non-Employee Director Stock Option Plan.
10(f)
6
Saga Communications, Inc. 2003 Employee Stock Option Plan.
10(g)
11
Summary of Chief Executive Officer Annual Incentive Plan.
10(h)
12
Saga Communications, Inc. 2005 Incentive Compensation Plan.
10(j)
13
Form of Stock Option Agreement Restricted Stock for
Participants in the Saga Communications, Inc. 2005 Incentive
Compensation Plan
10(k)
13
Form of Stock Option Agreement Non-Qualified for
Participants in the Saga Communications, Inc. 2005 Incentive
Compensation Plan
10(l)
13
Form of Stock Option Agreement Incentive Stock
Option for Participants in the Saga Communications, Inc. 2005
Incentive Compensation Plan
10(m)
10
Amendments to 1997 Non-Employee Director Stock Option Plan.
10(n)
14
Form of Stock Option Cancellation Agreement
10(o)
15
Amendments to Saga Communications, Inc. 2005 Incentive
Compensation Plan.
10(p)
16
Employment Agreement of Edward K. Christian dated as of
December 28, 2007.
10(q)
16
Change in Control Agreement of Samuel D. Bush dated as of
December 28, 2007.
10(r)
16
Change in Control Agreement of Steven J. Goldstein dated as of
December 28, 2007.
10(s)
16
Change in Control Agreement of Warren S. Lada dated as of
December 28, 2007.
10(t)
16
Change in Control Agreement of Marcia K. Lobaito dated as of
December 28, 2007.
21
*
Subsidiaries.
23
.1
*
Consent of Ernst & Young LLP.
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.
*
Filed herewith.
1
Exhibit filed with the Companys Registration Statement on
Form S-1
(File
No. 33-47238)
incorporated by reference herein.
2
Exhibit filed with the Companys
Form 10-Q
for the quarter ended June 30, 1997 incorporated by
reference herein.
85
Table of Contents
3
Exhibit filed with the Companys
Form 10-K
for the year ended December 31, 1997 incorporated by
reference herein.
4
Exhibit filed with the Companys
Form 10-K
for the year ended December 31, 2000 incorporated by
reference herein.
5
Exhibit filed with the Companys
Form 10-K
for the year ended December 31, 2001 incorporated by
reference herein.
6
Exhibit filed with the Companys Registration Statement on
Form S-8
(File
No. 333-107686)
incorporated by reference herein.
7
Exhibit filed with the Companys
Form 10-Q
for the quarter ended June 30, 2003 incorporated by
reference herein.
8
Exhibit filed with the Companys Registration Statement on
Form 8-A
(File
No. 001-11588)
incorporated by reference herein.
9
Exhibit filed with the Companys
Form 8-K
filed on February 4, 2005 and incorporated by reference
herein.
10
Exhibit filed with the Companys
Form 8-K
filed on December 23, 2005 and incorporated by reference
herein.
11
Exhibit filed with the Companys
Form 8-K
filed on March 16, 2005 and incorporated by reference
herein.
12
Exhibit filed with the Companys 2005 Proxy Statement filed
on April 15, 2005 and incorporated by reference herein.
13
Exhibit filed with the Companys
Form 10-Q
for the quarter ended June 30, 2005 incorporated by
reference herein.
14
Exhibit filed with the Companys
Form 10-K
for the year ended December 31, 2005 incorporated by
reference herein.
15
Exhibit filed with the Companys
Form 10-K
for the year ended December 31, 2006 incorporated by
reference herein.
16
Exhibit filed with the Companys
Form 8-K
filed on January 4, 2008 and incorporated by reference
herein.
86
Section | Page | |||
ARTICLE 1. OFFICES
|
1 | |||
Section 1.01. Registered Office and Agent
|
1 | |||
Section 1.02. Other Offices
|
1 | |||
ARTICLE 2. MEETINGS OF STOCKHOLDERS
|
1 | |||
Section 2.01. Place of Meetings
|
1 | |||
Section 2.02. Annual Meetings
|
1 | |||
Section 2.03. Special Meetings
|
1 | |||
Section 2.04. Notice of Meetings
|
2 | |||
Section 2.05. Quorum
|
2 | |||
Section 2.06. Organization; Procedure.
|
2 | |||
Section 2.07. Voting.
|
4 | |||
Section 2.08. Inspectors
|
5 | |||
Section 2.09. List of Stockholders
|
5 | |||
ARTICLE 3. BOARD OF DIRECTORS
|
5 | |||
Section 3.01. General Powers
|
5 | |||
Section 3.02. Number, Qualifications and Term of Office
|
6 | |||
Section 3.03. Election of Directors
|
6 | |||
Section 3.04. Quorum and Manner of Acting
|
6 | |||
Section 3.05. Offices, Place of Meeting and Records
|
6 | |||
Section 3.06. Annual Meeting
|
6 | |||
Section 3.07. Regular Meetings
|
6 | |||
Section 3.08. Special Meetings; Notice
|
7 | |||
Section 3.09. Organization
|
7 | |||
Section 3.10. Order of Business
|
7 | |||
Section 3.11. Removal of Directors
|
7 | |||
Section 3.12. Resignation
|
7 | |||
Section 3.13. Vacancies
|
8 | |||
Section 3.14. Compensation
|
8 | |||
ARTICLE 4. COMMITTEES
|
8 | |||
Section 4.01. Executive Committee
|
8 | |||
Section 4.02. Powers
|
9 | |||
Section 4.03. Procedures; Meetings; Quorum
|
9 | |||
Section 4.04. Compensation
|
9 | |||
Section 4.05. Other Board Committees
|
9 | |||
Section 4.06. Alternates
|
9 | |||
Section 4.07. Additional Committees
|
9 | |||
ARTICLE 5. ACTION BY CONSENT
|
10 | |||
Section 5.01. Consent by Directors
|
10 | |||
Section 5.02. Consent by Stockholders
|
10 | |||
ARTICLE 6. OFFICERS
|
11 |
i
Section | Page | |||
Section 6.01. Number
|
11 | |||
Section 6.02. Election; Qualifications and Term of Office
|
11 | |||
Section 6.03. Other Officers
|
11 | |||
Section 6.04. Removal
|
12 | |||
Section 6.05. Resignation
|
12 | |||
Section 6.06. Vacancies
|
12 | |||
Section 6.07. Chairman of the Board
|
12 | |||
Section 6.08. President
|
12 | |||
Section 6.09. Vice President
|
12 | |||
Section 6.10. Treasurer
|
12 | |||
Section 6.11. Secretary
|
13 | |||
Section 6.12. Salaries
|
13 | |||
ARTICLE 7. INDEMNIFICATION
|
13 | |||
Section 7.01. Indemnity
|
13 | |||
Section 7.02. Procedure for Indemnification of Directors and Officers
|
13 | |||
Section 7.03. Survival; Preservation of Other Rights
|
14 | |||
Section 7.04. Insurance
|
14 | |||
Section 7.05. Severability
|
15 | |||
ARTICLE 8. CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
|
15 | |||
Section 8.01. Execution of Contracts
|
15 | |||
Section 8.02. Loans
|
15 | |||
Section 8.03. Checks, Drafts, etc
|
15 | |||
Section 8.04. Deposits
|
16 | |||
Section 8.05. Proxies in Respect of Securities of Other Corporations
|
16 | |||
ARTICLE 9. BOOKS AND RECORDS
|
16 | |||
Section 9.01. Place
|
16 | |||
Section 9.02. Addresses of Stockholders
|
16 | |||
Section 9.03. Record Dates
|
17 | |||
Section 9.04. Audit of Books and Records
|
17 | |||
ARTICLE 10. SHARES AND THEIR TRANSFER
|
17 | |||
Section 10.01. Certificates of Stock
|
17 | |||
Section 10.02. Certificates of Stock Issued to Aliens
|
17 | |||
Section 10.03. Legend
|
18 | |||
Section 10.04. Record
|
18 | |||
Section 10.05. Transfer of Stock
|
18 | |||
Section 10.06. Transfer Agent and Registrar; Regulations
|
18 | |||
Section 10.07. Lost, Destroyed or Mutilated Certificates
|
19 | |||
ARTICLE 11. SEAL
|
19 | |||
ARTICLE 12. FISCAL YEAR
|
19 | |||
ARTICLE 13. WAIVER OF NOTICE
|
19 | |||
ARTICLE 14. AMENDMENTS
|
19 |
ii
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
Jurisdiction of
Name
Organization
Name Under Which Subsidiary does Business
Delaware
Franklin Communications, Inc.
Saga Communications of Arkansas, LLC
Saga Communications of North Carolina, LLC
Delaware
Lakefront Communications, LLC
Saga Communications of Iowa, LLC
Saga Communications of Milwaukee, LLC
Saga Communications of Tuckessee, LLC
Delaware
Saga Air, LLC
Delaware
Franklin Communications, Inc.
Saga Communications of Illinois, LLC
Lakefront Communications, LLC
Saga Air, LLC
Saga Broadcasting, LLC
Saga Communications of South Dakota, LLC
Tidewater Communications, LLC
Delaware
Saga Communications of Arkansas, LLC
Delaware
Saga Communications of Charlottesville, LLC
Delaware
Saga Communications of Illinois, LLC
Delaware
Saga Communications of Iowa, LLC
Delaware
Saga Communications of Michigan, LLC
Saga Communications of Charlottesville, LLC
Delaware
Saga Communications of Milwaukee, LLC
Delaware
Saga Communications of New England, LLC
Saga Communications of New Hampshire, LLC
Delaware
Saga Communications of New Hampshire, LLC
Delaware
Saga Communications of North Carolina, LLC
Delaware
Saga Communications of South Dakota, LLC
Delaware
Saga Communications of Tuckessee, LLC
Delaware
Saga Quad States Communications, LLC
Delaware
Tidewater Communications, LLC
Detroit, Michigan
|
/s/ Ernst & Young LLP | ||
|
|||
March 10, 2008
|
1. | I have reviewed this Annual Report on Form 10-K of Saga Communications, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: March 14, 2008 | /s/ Edward K. Christian | |||
Edward K. Christian | ||||
Chief Executive Officer |
1. | I have reviewed this Annual Report on Form 10-K of Saga Communications, Inc.; | |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
4. | The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | ||
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | ||
c) | evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | ||
d) | disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and | ||
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: March 14, 2008 | /s/ Samuel D. Bush | |||
Samuel D. Bush | ||||
Chief Financial Officer |
Dated: March 14, 2008 | /s/ Edward K. Christian | |||
Edward K. Christian | ||||
Chief Executive Officer | ||||
Dated: March 14, 2008 | /s/ Samuel D. Bush | |||
Samuel D. Bush | ||||
Chief Financial Officer | ||||