UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2009

SAGA COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or other jurisdiction of incorporation)		1-11588 (Commission File Number)		38-3042953 (IRS Employer Identification No.)

73 Kercheval Avenue Grosse Pointe Farms, MI (Address of Principal Executive Offices)		48236 (Zip Code)

Registrant’s telephone number, including area code: (313) 886-7070

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 2.02. Results of Operations and Financial Condition.

     On August 6, 2009, Saga Communications, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2009. The press release, dated August 6, 2009, is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

          99.1 Press Release dated August 6, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX OF EXHIBITS

Exhibit No.				Description
	99.1			Press Release dated August 6, 2009.

EXHIBIT 99.1

Saga Communications, Inc.
Reports 2nd Quarter 2009 Results

Contact:
Samuel D. Bush
313/886-7070

Grosse Pointe Farms, MI – August 6, 2009 – Saga Communications, Inc. (NYSE Amex-SGA) today reported that 2^nd quarter 2009 free cash flow increased 1.2% to $6.0 million compared to $5.9 million for the same period last year. Net operating revenue decreased 15.3% from the comparable period in 2008 to $31.6 million and operating income decreased to $6.2 million. Net income was $2.7 million ($.63 per fully diluted share) for the quarter ended June 30, 2009 compared to $3.5 million ($.70 per fully diluted share) for the comparable period in 2008. For the same period, station operating expense decreased $4.0 million to $23.3 million (station operating expense includes depreciation and amortization attributable to the stations). A large part of the decrease in station operating expense was a result of our cost reduction initiatives. This helped to reduce the impact that the decline in net operating revenue had on our operating results. On a same station basis for the quarter, net operating revenue decreased 16.3% to $31.3 million, operating income was $6.0 million and station operating expense decreased $4.1 million to $23.1 million.

For the six month period ended June 30, 2009, free cash flow decreased $653 thousand to $6.9 million. Net operating revenue decreased 16.1% from the comparable period in 2008 to $57.8 million and operating income was $6.3 million. Net income was $2.3 million ($.55 per fully diluted share) compared to $4.4 million ($.88 per fully diluted share) for the comparable period in 2008. For the same period, station operating expense decreased $5.4 million to $47.2 million (station operating expense includes depreciation and amortization attributable to the stations). On a same station basis for the six months, net operating revenue decreased 17.0% to $57.2 million, operating income was $6.1 million and station operating expense decreased $5.8 million to $46.9 million.

All share and per share information has been adjusted for the Company’s January 28, 2009 1-for-4 reverse stock split.

Capital expenditures in the second quarter of 2009 were $1.5 million. For the six months, capital expenditures were $2.6 million. Currently we expect capital expenditures for the year to be approximately $3.5 – $4.0 million.

The attached Selected Supplemental Financial Data table discloses “as reported” and “same station” information by segment. The “as reported” amounts reflect our historical financial results and include the results of operations for stations that we did not own for the entire comparable period. The “same station” amounts reflect only the results of operations for stations that we owned for the entire comparable period.

Saga Communications utilizes certain financial measures that are not calculated in accordance with generally accepted accounting principles (GAAP) to assess its financial performance. Such non-GAAP measures include same station financial information and free cash flow. These non-GAAP measures are generally recognized by the broadcasting industry as measures of performance and are used by Saga to assess its financial performance including but not limited to evaluating individual station and market-level performance, evaluating overall operations and as a primary measure for incentive based compensation of executives and other members of management. Saga’s management believes these non-GAAP measures are used by analysts who report on the industry and by investors to provide meaningful comparisons between broadcasting groups, as well as an indicator of their market value. These measures are not measures of liquidity or of performance in accordance with GAAP, and should be viewed as a supplement to and not as a substitute for the results of operations presented on a GAAP basis including net operating revenue, operating income, and net income. Reconciliations for all of the non-GAAP financial measures to the most directly comparable GAAP measure are attached in the Selected Financial Data Non-GAAP Disclosures tables.

Saga Communications, Inc. is a broadcasting company whose business is devoted to acquiring, developing and operating broadcast properties. The Company owns or operates broadcast properties in 26 markets, including 61 FM and 30 AM radio stations, 3 state radio networks, 2 farm radio networks, 5 television stations and 4 low-power television stations. For additional information, contact us at (313) 886-7070 or visit our website at www.sagacommunications.com.

Saga’s second quarter 2009 results conference call will be on Thursday, August 6, 2009 at 2:00 PM EDT. The dial in number for domestic and international calls is 612/332-0107. The call can be replayed for 7 days by calling domestically 800/475-6701 or internationally 320/365-3844 and referring to access code 105208. Thereafter, a transcript of the call will be available on our website.

The Company requests that all parties that have a question that they would like to submit to the Company to please email the inquiry by 1:00 PM EDT on August 6, 2009 to SagaIR@sagacom.com. The Company will discuss, during the limited period of the conference call, those inquiries it deems of general relevance and interest. Only inquiries made in compliance with the foregoing will be discussed during the call.

This press release contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “believes,” “expects,” “anticipates,” “guidance” and similar expressions are intended to identify forward-looking statements. Key risks, including risks associated with Saga’s ability to effectively integrate the stations it acquires and the impact of federal regulation on Saga’s business, are described in the reports Saga Communications, Inc. periodically files with the U.S. Securities and Exchange Commission, including Item 1A of our annual report on Form 10-K. Readers should note that these statements may be impacted by several factors, including national and local economic changes and changes in the radio and television broadcast industry in general, as well as Saga’s actual performance. Results may vary from those stated herein and Saga undertakes no obligation to update the information contained here.

Saga Communications, Inc.
Selected Consolidated Financial Data
For The Three and Six Months Ended
June 30, 2009 and 2008
(amounts in 000’s except per share data)
(Unaudited)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
Operating Results
Net operating revenue		$	31,637			$	37,342			$	57,761			$	68,874
Station operating expense			23,295				27,246				47,235				52,667
Corporate general and administrative			2,158				2,574				4,225				5,126
Gain on asset exchange			—				(224	)			—				(224	)
Operating income			6,184				7,746				6,301				11,305
Interest expense			1,430				1,876				2,203				3,871
Other expense (income), net			(28	)			7				(32	)			27
Income before income tax			4,782				5,863				4,130				7,407
Income tax expense			2,108				2,403				1,818				3,037
Net income		$	2,674			$	3,460			$	2,312			$	4,370
Earnings per share
Basic		$	0.63			$	0.70			$	0.55			$	0.88
Diluted		$	0.63			$	0.70			$	0.55			$	0.88
Weighted average common shares			4,226				4,950				4,192				4,983
Weighted average common shares and common shares equivalents			4,227				4,951				4,193				4,984
Free Cash Flow
Net income		$	2,674			$	3,460			$	2,312			$	4,370
Plus: Depreciation and amortization:
Station			2,180				2,196				4,377				4,153
Corporate			48				53				109				106
Deferred tax provision			2,253				1,524				2,038				1,926
Non-cash compensation			343				354				670				720
Gain on asset exchange			—				(224	)			—				(224	)
Other expense (income), net			(28	)			7				(32	)			27
Less: Capital expenditures			(1,509	)			(1,479	)			(2,574	)			(3,525	)
Free cash flow		$	5,961			$	5,891			$	6,900			$	7,553
Balance Sheet Data
Working capital										$	11,682			$	22,936
Net fixed assets											71,508				75,846
Net intangible assets and other assets											113,687				228,975
Total assets											223,982				344,392
Long-term debt (including current portion of $13,428 and $1,061, respectively)											133,428				134,411
Stockholders’ equity											68,275				151,381

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Three Months Ended
June 30, 2009 and 2008
(amounts in 000’s except per share data)
(Unaudited)

		As-Reported								Same Station
		Three Months Ended								Three Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
Consolidated
Net operating revenue		$	31,637			$	37,342			$	31,253			$	37,342
Station operating expense			23,295				27,246				23,123				27,246
Corporate general and administrative			2,158				2,574				2,158				2,574
Gain on asset exchange			—				(224	)			—				(224	)
Operating income			6,184				7,746			$	5,972			$	7,746
Interest expense			1,430				1,876
Other expense (income), net			(28	)			7
Income tax expense			2,108				2,403
Net income		$	2,674			$	3,460
Earnings per share:
Basic		$	0.63			$	0.70
Diluted		$	0.63			$	0.70
		As-Reported								Same Station
		Three Months Ended								Three Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
Radio Segment
Net operating revenue		$	27,530			$	32,629			$	27,146			$	32,629
Station operating expense			19,694				23,398				19,522				23,398
Operating income		$	7,836			$	9,231			$	7,624			$	9,231
		As-Reported								Same Station
		Three Months Ended								Three Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
Television Segment
Net operating revenue		$	4,107			$	4,713			$	4,107			$	4,713
Station operating expense			3,601				3,848				3,601				3,848
Gain on asset exchange			—				(224	)			—				(224	)
Operating income		$	506			$	1,089			$	506			$	1,089
		As-Reported								Same Station
		Three Months Ended								Three Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
Depreciation and amortization by segment
Radio Segment		$	1,516			$	1,591			$	1,510			$	1,591
Television Segment			664				605				664				605
Corporate and Other			48				53				48				53
		$	2,228			$	2,249			$	2,222			$	2,249

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Six Months Ended
June 30, 2009 and 2008
(amounts in 000’s except per share data)
(Unaudited)

		As-Reported								Same Station
		Six Months Ended								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
Consolidated
Net operating revenue		$	57,761			$	68,874			$	57,189			$	68,874
Station operating expense			47,235				52,667				46,914				52,667
Corporate general and administrative			4,225				5,126				4,225				5,126
Gain on asset exchange			—				(224	)			—				(224	)
Operating income			6,301				11,305			$	6,050			$	11,305
Interest expense			2,203				3,871
Other expense (income), net			(32	)			27
Income tax expense			1,818				3,037
Net income		$	2,312			$	4,370
Earnings per share:
Basic		$	0.55			$	0.88
Diluted		$	0.55			$	0.88
		As-Reported								Same Station
		Six Months Ended								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
Radio Segment
Net operating revenue		$	50,227			$	60,010			$	49,655			$	60,010
Station operating expense			40,011				45,311				39,690				45,311
Operating income		$	10,216			$	14,699			$	9,965			$	14,699
		As-Reported								Same Station
		Six Months Ended								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
Television Segment
Net operating revenue		$	7,534			$	8,864			$	7,534			$	8,864
Station operating expense			7,224				7,356				7,224				7,356
Gain on asset exchange			—				(224	)			—				(224	)
Operating income		$	310			$	1,732			$	310			$	1,732
		As-Reported								Same Station
		Six Months Ended								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
Depreciation and amortization by segment
Radio Segment		$	3,047			$	3,153			$	3,035			$	3,153
Television Segment			1,330				1,000				1,330				1,000
Corporate and Other			109				106				109				106
		$	4,486			$	4,259			$	4,474			$	4,259

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Three Months Ended
June 30, 2009 and 2008
(amounts in 000’s)
(Unaudited)

Reconciliation of As-Reported (historical) information to Same Station Operating Income

						Adjustment												Adjustment
		As-Reported				For Acquisitions				Same Station				As-Reported				For Acquisitions				Same Station
		Three Months				and Dispositions				Three Months				Three Months				and Dispositions				Three Months
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		June 30,				Entire Comparable				June 30,				June 30,				Entire Comparable				June 30,
		2009				Period				2009				2008				Period				2008
Consolidated
Net operating revenue		$	31,637			$	(384	)		$	31,253			$	37,342				—			$	37,342
Station operating expense			23,295				(172	)			23,123				27,246				—				27,246
Corporate general and administrative			2,158				—				2,158				2,574				—				2,574
Gain on asset exchange			—				—				—				(224	)			—				(224	)
Operating income		$	6,184			$	(212	)		$	5,972			$	7,746				—			$	7,746

						Adjustment												Adjustment
		As-Reported				For Acquisitions				Same Station				As-Reported				For Acquisitions				Same Station
		Three Months				and Dispositions				Three Months				Three Months				and Dispositions				Three Months
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		June 30,				Entire Comparable				June 30,				June 30,				Entire Comparable				June 30,
		2009				Period				2009				2008				Period				2008
Radio Segment
Net operating revenue		$	27,530			$	(384	)		$	27,146			$	32,629				—			$	32,629
Station operating expense			19,694				(172	)			19,522				23,398				—				23,398
Operating income		$	7,836			$	(212	)		$	7,624			$	9,231				—			$	9,231

						Adjustment												Adjustment
		As-Reported				For Acquisitions				Same Station				As-Reported				For Acquisitions				Same Station
		Three Months				and Dispositions				Three Months				Three Months				and Dispositions				Three Months
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		June 30,				Entire Comparable				June 30,				June 30,				Entire Comparable				June 30,
		2009				Period				2009				2008				Period				2008
Television Segment
Net operating revenue		$	4,107				—			$	4,107			$	4,713				—			$	4,713
Station operating expense			3,601				—				3,601				3,848				—				3,848
Gain on asset exchange			—				—				—				(224	)			—				(224	)
Operating income		$	506				—			$	506			$	1,089				—			$	1,089

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Six Months Ended
June 30, 2009 and 2008
(amounts in 000’s)
(Unaudited)

Reconciliation of As-Reported (historical) information to Same Station Operating Income

						Adjustment												Adjustment
		As-Reported				For Acquisitions				Same Station				As-Reported				For Acquisitions				Same Station
		Six Months				and Dispositions				Six Months				Six Months				and Dispositions				Six Months
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		June 30,				Entire Comparable				June 30,				June 30,				Entire Comparable				June 30,
		2009				Period				2009				2008				Period				2008
Consolidated
Net operating revenue		$	57,761			$	(572	)		$	57,189			$	68,874				—			$	68,874
Station operating expense			47,235				(321	)			46,914				52,667				—				52,667
Corporate general and administrative			4,225				—				4,225				5,126				—				5,126
Gain on asset exchange			—				—				—				(224	)			—				(224	)
Operating income		$	6,301			$	(251	)		$	6,050			$	11,305				—			$	11,305

						Adjustment												Adjustment
		As-Reported				For Acquisitions				Same Station				As-Reported				For Acquisitions				Same Station
		Six Months				and Dispositions				Six Months				Six Months				and Dispositions				Six Months
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		June 30,				Entire Comparable				June 30,				June 30,				Entire Comparable				June 30,
		2009				Period				2009				2008				Period				2008
Radio Segment
Net operating revenue		$	50,227			$	(572	)		$	49,655			$	60,010				—			$	60,010
Station operating expense			40,011				(321	)			39,690				45,311				—				45,311
Operating income		$	10,216			$	(251	)		$	9,965			$	14,699				—			$	14,699

						Adjustment												Adjustment
		As-Reported				For Acquisitions				Same Station				As-Reported				For Acquisitions				Same Station
		Six Months				and Dispositions				Six Months				Six Months				and Dispositions				Six Months
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		June 30,				Entire Comparable				June 30,				June 30,				Entire Comparable				June 30,
		2009				Period				2009				2008				Period				2008
Television Segment
Net operating revenue		$	7,534				—			$	7,534			$	8,864				—			$	8,864
Station operating expense			7,224				—				7,224				7,356				—				7,356
Gain on asset exchange			—				—				—				(224	)			—				(224	)
Operating income		$	310				—			$	310			$	1,732				—			$	1,732