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

SAGA COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

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

73 Kercheval Avenue
Grosse Pointe Farms, MI		48236
(Address of Principal Executive Offices)		(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 March 4, 2010, Saga Communications, Inc. issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2009. The press release, dated March 4, 2010, 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 March 4, 2010.

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.

		SAGA COMMUNICATIONS, INC.
Dated: March 4, 2010		By:		/s/ Samuel D. Bush   Samuel D. Bush
				Senior Vice President,
				Chief Financial Officer and Treasurer

INDEX OF EXHIBITS

Exhibit No.		Description
99.1		Press Release dated March 4, 2010.

Exhibit 99.1

Saga Communications, Inc.
Reports 4^th Quarter and Year End 2009 Results

Contact:
Samuel D. Bush
313/886-7070

Grosse Pointe Farms, MI – March 4, 2010 – Saga Communications, Inc. (NYSE Amex-SGA) today reported free cash flow increased 1.7% to $19.2 million for the year. Net operating revenue for the year ended December 31, 2009 decreased 13.7% over the comparable period in 2008 to $120.8 million. Station operating expense decreased 10.6% to $94.7 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. The Company’s net loss was $2.6 million (-$.61 per fully diluted share) for the year ended December 31, 2009 compared to a net loss of $66.5 million (-$14.05 per fully diluted share) for the same period last year. Results for the full year of 2009 include a pre-tax non-cash impairment charge of $17.3 million related to the Company’s annual impairment test of its indefinite-lived intangible assets. The charge in 2008 was $116.4 million. Without the non-cash impairment charge, the Company would have had a net income of $7.9 million ($1.88 per fully diluted share) for the year compared to $9.9 million for the same period last year ($2.08 per fully diluted share).

For the quarter ended December 31, 2009 free cash flow increased 11.8% to $6.6 million. Net operating revenue decreased 8.9% from the comparable period in 2008 to $31.8 million. Station operating expense decreased 10.2% to $23.9 million (station operating expense includes depreciation and amortization attributable to the stations). The Company’s net loss was $7.4 million for the quarter ended December 31, 2009 compared to a net loss of $74.0 million for the same period last year. Results for the fourth quarter of 2009 include a pre-tax non-cash impairment charge of $17.3 million related to the Company’s review of its indefinite-lived intangible assets. The charge for the quarter in 2008 was $116.4 million.

The Company has maintained a solid balance sheet given the current economic volatility, with $12.9 million in cash balances as of December 31, 2009. As of December 31, 2009, the Company’s trailing 12 month leverage ratio calculated as a multiple of EBITDA was 4.3 times. Netting cash against outstanding debt, the ratio would be 3.9 times. Subsequent to the end of the year, the Company reduced its total debt outstanding to $116 million.

Capital expenditures in the fourth quarter of 2009 were $0.8 million. For the 2009 fiscal year total capital expenditures were $4.0 million. This compares to $2.0 million and $7.1 million for the same respective periods last year. The Company currently expects to spend approximately $4.5 – $5.0 million for capital expenditures during 2010.

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

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, free cash flow, net income excluding impairment charge, trailing 12 month consolidated EBITDA, and leverage ratio. 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, as a primary measure for incentive based compensation of executives and other members of management and as a measure of financial position. 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 4th Quarter and Year End 2009 conference call will be on Thursday, March 4, 2010 at 2:00 p.m. EST. The dial-in number for domestic calls is (612) 288-0337. The call can be replayed for 7 days by calling domestically (800) 475-6701 and referring to access code 143180.

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 p.m. EST on March 4, 2010 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 Twelve Months Ended
December 31, 2009 and 2008
(amounts in 000’s except per share data)
(Unaudited)

		Three Months Ended								Twelve Months Ended
		December 31,								December 31,
		2009				2008				2009				2008
Operating Results
Net operating revenue		$	31,784			$	34,890			$	120,798			$	139,956
Station operating expense			23,856				26,550				94,647				105,805
Corporate general and administrative			1,813				2,368				7,944				9,979
Gain on asset exchange			(495	)			—				(495	)			(506	)
Impairment of intangible assets			17,286				116,443				17,286				116,443
Operating income (loss)			(10,676	)			(110,471	)			1,416				(91,765	)
Interest expense			1,359				1,413				4,948				7,173
Other expense, net			199				49				210				76
Loss before income tax			(12,234	)			(111,933	)			(3,742	)			(99,014	)
Income tax benefit			(4,871	)			(37,974	)			(1,161	)			(32,522	)
Net loss		$	(7,363	)		$	(73,959	)		$	(2,581	)		$	(66,492	)
Loss per share
Basic		$	(1.74	)		$	(17.41	)		$	(0.61	)		$	(14.05	)
Diluted		$	(1.74	)		$	(17.41	)		$	(0.61	)		$	(14.05	)
Weighted average common shares			4,227				4,249				4,207				4,734
Weighted average common shares and common shares equivalents			4,227				4,249				4,207				4,734
Free Cash Flow
Net loss		$	(7,363	)		$	(73,959	)		$	(2,581	)		$	(66,492	)
Plus: Depreciation and amortization:
Station			2,057				2,348				8,408				8,739
Corporate			55				62				221				222
Deferred tax benefit			(4,711	)			(37,445	)			(1,145	)			(33,879	)
Non-cash compensation			348				374				1,366				1,433
Gain on asset exchange			(495	)			—				(495	)			(506	)
Impairment of intangible assets			17,286				116,443				17,286				116,443
Other expense, net			199				49				210				76
Less: Capital expenditures			(804	)			(1,993	)			(4,041	)			(7,127	)
Free cash flow		$	6,572			$	5,879			$	19,229			$	18,909
Balance Sheet Data
Working capital										$	7,753			$	20,438
Net fixed assets											69,216				73,383
Net intangible assets and other assets											96,241				113,276
Total assets											202,351				221,460
Long-term debt (including current portion of $17,078 and $1,061, respectively)											121,078				135,411
Stockholders’ equity											64,093				65,097

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Three Months Ended
December 31, 2009 and 2008
(amounts in 000’s except per share data)
(Unaudited)

		As-Reported								Same Station
		Three Months Ended								Three Months Ended
		December 31,								December 31,
		2009				2008				2009				2008
Consolidated
Net operating revenue		$	31,784			$	34,890			$	31,394			$	34,883
Station operating expense			23,856				26,550				23,690				26,527
Corporate general and administrative			1,813				2,368				1,813				2,368
Gain on asset exchange			(495	)			—				(495	)			—
Impairment of intangible assets			17,286				116,443				17,286				116,443
Operating loss			(10,676	)			(110,471	)		$	(10,900	)		$	(110,455	)
Interest expense			1,359				1,413
Other expense, net			199				49
Income tax benefit			(4,871	)			(37,974	)
Net loss		$	(7,363	)		$	(73,959	)
Loss per share:
Basic		$	(1.74	)		$	(17.41	)
Diluted		$	(1.74	)		$	(17.41	)

		As-Reported								Same Station
		Three Months Ended								Three Months Ended
		December 31,								December 31,
		2009				2008				2009				2008
Radio Segment
Net operating revenue		$	27,382			$	29,756			$	26,992			$	29,749
Station operating expense			20,325				22,513				20,159				22,490
Impairment of intangible assets			16,206				114,979				16,206				114,979
Operating loss		$	(9,149	)		$	(107,736	)		$	(9,373	)		$	(107,720	)

		As-Reported								Same Station
		Three Months Ended								Three Months Ended
		December 31,								December 31,
		2009				2008				2009				2008
Television Segment
Net operating revenue		$	4,402			$	5,134			$	4,402			$	5,134
Station operating expense			3,531				4,037				3,531				4,037
Gain on asset exchange			(495	)			—				(495	)			—
Impairment of intangible assets			1,080				1,464				1,080				1,464
Operating income (loss)		$	286			$	(367	)		$	286			$	(367	)

		As-Reported								Same Station
		Three Months Ended								Three Months Ended
		December 31,								December 31,
		2009				2008				2009				2008
Depreciation and amortization by segment
Radio Segment		$	1,598			$	1,676			$	1,598			$	1,676
Television Segment			459				672				459				672
Corporate and Other			55				62				55				62
		$	2,112			$	2,410			$	2,112			$	2,410

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Twelve Months Ended
December 31, 2009 and 2008
(amounts in 000’s except per share data)
(Unaudited)

		As-Reported								Same Station
		Twelve Months Ended								Twelve Months Ended
		December 31,								December 31,
		2009				2008				2009				2008
Consolidated
Net operating revenue		$	120,798			$	139,956			$	119,360			$	139,934
Station operating expense			94,647				105,805				93,950				105,724
Corporate general and administrative			7,944				9,979				7,944				9,979
Gain on asset exchange			(495	)			(506	)			(495	)			(506	)
Impairment of intangible assets			17,286				116,443				17,286				116,443
Operating income (loss)			1,416				(91,765	)		$	675			$	(91,706	)
Interest expense			4,948				7,173
Other expense, net			210				76
Income tax benefit			(1,161	)			(32,522	)
Net loss		$	(2,581	)		$	(66,492	)
Loss per share:
Basic		$	(0.61	)		$	(14.05	)
Diluted		$	(0.61	)		$	(14.05	)

		As-Reported								Same Station
		Twelve Months Ended								Twelve Months Ended
		December 31,								December 31,
		2009				2008				2009				2008
Radio Segment
Net operating revenue		$	104,601			$	121,072			$	103,163			$	121,050
Station operating expense			80,382				90,540				79,685				90,459
Impairment of intangible assets			16,206				114,979				16,206				114,979
Operating income (loss)		$	8,013			$	(84,447	)		$	7,272			$	(84,388	)

		As-Reported								Same Station
		Twelve Months Ended								Twelve Months Ended
		December 31,								December 31,
		2009				2008				2009				2008
Television Segment
Net operating revenue		$	16,197			$	18,884			$	16,197			$	18,884
Station operating expense			14,265				15,265				14,265				15,265
Gain on asset exchange			(495	)			(506	)			(495	)			(506	)
Impairment of intangible assets			1,080				1,464				1,080				1,464
Operating income		$	1,347			$	2,661			$	1,347			$	2,661

		As-Reported								Same Station
		Twelve Months Ended								Twelve Months Ended
		December 31,								December 31,
		2009				2008				2009				2008
Depreciation and amortization by segment
Radio Segment		$	6,166			$	6,446			$	6,143			$	6,446
Television Segment			2,242				2,293				2,242				2,293
Corporate and Other			221				222				221				222
		$	8,629			$	8,961			$	8,606			$	8,961
										-

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Three Months Ended
December 31, 2009 and 2008
(amounts in 000’s)
(Unaudited)

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

						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
		December 31,				Entire Comparable				December 31,				December 31,				Entire Comparable				December 31,
		2009				Period				2009				2008				Period				2008
Consolidated
Net operating revenue		$	31,784			$	(390	)		$	31,394			$	34,890			$	(7	)		$	34,883
Station operating expense			23,856				(166	)			23,690				26,550				(23	)			26,527
Corporate general and administrative			1,813				—				1,813				2,368				—				2,368
Gain on asset exchange			(495	)			—				(495	)			—				—				—
Impairment of intangible assets			17,286				—				17,286				116,443				—				116,443
Operating loss		$	(10,676	)		$	(224	)		$	(10,900	)		$	(110,471	)		$	16			$	(110,455	)

						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
		December 31,				Entire Comparable				December 31,				December 31,				Entire Comparable				December 31,
		2009				Period				2009				2008				Period				2008
Radio Segment
Net operating revenue		$	27,382			$	(390	)		$	26,992			$	29,756			$	(7	)		$	29,749
Station operating expense			20,325				(166	)			20,159				22,513				(23	)			22,490
Impairment of intangible assets			16,206				—				16,206				114,979				—				114,979
Operating loss		$	(9,149	)		$	(224	)		$	(9,373	)		$	(107,736	)		$	16			$	(107,720	)

						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
		December 31,				Entire Comparable				December 31,				December 31,				Entire Comparable				December 31,
		2009				Period				2009				2008				Period				2008
Television Segment
Net operating revenue		$	4,402				—			$	4,402			$	5,134				—			$	5,134
Station operating expense			3,531				—				3,531				4,037				—				4,037
Gain on asset exchange			(495	)			—				(495	)			—				—				—
Impairment of intangible assets			1,080				—				1,080				1,464				—				1,464
Operating income (loss)		$	286				—			$	286			$	(367	)			—			$	(367	)

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Twelve Months Ended
December 31, 2009 and 2008
(amounts in 000’s)
(Unaudited)

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

						Adjustment												Adjustment
		As-Reported				For Acquisitions				Same Station				As-Reported				For Acquisitions				Same Station
		Twelve Months				and Dispositions				Twelve Months				Twelve Months				and Dispositions				Twelve Months
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		December 31,				Entire Comparable				December 31,				December 31,				Entire Comparable				December 31,
		2009				Period				2009				2008				Period				2008
Consolidated
Net operating revenue		$	120,798			$	(1,438	)		$	119,360			$	139,956			$	(22	)		$	139,934
Station operating expense			94,647				(697	)			93,950				105,805				(81	)			105,724
Corporate general and administrative			7,944				—				7,944				9,979				—				9,979
Gain on asset exchange			(495	)			—				(495	)			(506	)			—				(506	)
Impairment of intangible assets			17,286				—				17,286				116,443				—				116,443
Operating income (loss)		$	1,416			$	(741	)		$	675			$	(91,765	)		$	59			$	(91,706	)

						Adjustment												Adjustment
		As-Reported				For Acquisitions				Same Station				As-Reported				For Acquisitions				Same Station
		Twelve Months				and Dispositions				Twelve Months				Twelve Months				and Dispositions				Twelve Months
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		December 31,				Entire Comparable				December 31,				December 31,				Entire Comparable				December 31,
		2009				Period				2009				2008				Period				2008
Radio Segment
Net operating revenue		$	104,601			$	(1,438	)		$	103,163			$	121,072			$	(22	)		$	121,050
Station operating expense			80,382				(697	)			79,685				90,540				(81	)			90,459
Impairment of intangible assets			16,206				—				16,206				114,979				—				114,979
Operating income (loss)		$	8,013			$	(741	)		$	7,272			$	(84,447	)		$	59			$	(84,388	)

						Adjustment												Adjustment
		As-Reported				For Acquisitions				Same Station				As-Reported				For Acquisitions				Same Station
		Twelve Months				and Dispositions				Twelve Months				Twelve Months				and Dispositions				Twelve Months
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		December 31,				Entire Comparable				December 31,				December 31,				Entire Comparable				December 31,
		2009				Period				2009				2008				Period				2008
Television Segment
Net operating revenue		$	16,197				—			$	16,197			$	18,884				—			$	18,884
Station operating expense			14,265				—				14,265				15,265				—				15,265
Gain on asset exchange			(495	)			—				(495	)			(506	)			—				(506	)
Impairment of intangible assets			1,080				—				1,080				1,464				—				1,464
Operating income		$	1,347				—			$	1,347			$	2,661				—			$	2,661

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Three and Twelve Months Ended
December 31, 2009 and 2008
(amounts in 000’s except per share data)
(Unaudited)

Reconciliation of As-Reported Net Loss to Net Income Excluding Impairment Charge

		Three Months Ended								Twelve Months Ended
		December 31,								December 31,
		2009				2008				2009				2008
Net loss		$	(7,363	)		$	(73,959	)		$	(2,581	)		$	(66,492	)
Impairment of intangible assets			17,286				116,443				17,286				116,443
Operating income, excluding impairment charge			9,923				42,484				14,705				49,951
Income tax benefit			(4,871	)			(37,974	)			(1,161	)			(32,522	)
Income before income tax, excluding impairment charge			5,052				4,510				13,544				17,429
Income tax expense			1,913				2,114				5,623				7,566
Net income, excluding impairment charge		$	3,139			$	2,396			$	7,921			$	9,863
Weighted average common shares and common shares equivalent, diluted			4,227				4,249				4,207				4,734
Dilutive securities: Stock options			—				—				1				3
Weighted average common shares and common shares equivalent, diluted			4,227				4,249				4,208				4,737
Earnings per share: Diluted		$	0.74			$	0.56			$	1.88			$	2.08

Saga Communications, Inc.
Selected Supplemental Financial Data
Trailing Twelve Month Consolidated EBITDA and Leverage Ratio
As of December 31, 2009
(amounts in 000’s, except ratios)
(Unaudited)

		Trailing
		Twelve Months
		Ended
		December 31,
		2009
Trailing Twelve Month Consolidated EBITDA
Net income		$	(2,581	)
Less: Loss on sale of assets			(210	)
Gain on exchange of assets			495
Impairment of intangible assets			(17,286	)
Interest income			9
Net barter transactions			187
Total exclusions			(16,805	)
Consolidated Adjusted Net Income			14,224
Plus: Interest expense			4,948
Income tax benefit			(1,161	)
Depreciation & amortization expense			8,629
Amortization of television syndicated programming contracts			706
Non-cash stock based compensation expense			1,366
Less: Cash television programming payments			(725	)
Trailing twelve month consolidated EBITDA		$	27,987

		December 31,
		2009
Total long-term debt, including current maturities		$	121,078
Divided by trailing twelve month consolidated EBITDA			27,987
Leverage ratio			4.3
Total long-term debt, including current maturities		$	121,078
Less: Cash and cash equivalents as of December 31, 2009			(12,899	)
Long-term debt, including current maturities less cash and
cash equivalents as of December 31, 2009			108,179
Divided by trailing twelve month consolidated EBITDA			27,987
Leverage ratio			3.9