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 (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 3, 2005, Saga Communications, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2005. The press release, dated August 3, 2005, 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 3, 2005.

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: August 3, 2005		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 August 3, 2005.

Exhibit 99.1

Saga Communications, Inc.

Reports 2nd Quarter 2005 Results

Contact:
Samuel D. Bush
313/886-7070

Grosse Pointe Farms, MI — August 3, 2005 — Saga Communications, Inc. (NYSE-SGA) today reported that 2^nd quarter 2005 net operating revenue increased 6.9% over the comparable period in 2004 to approximately $37.6 million and operating income decreased 6.2% to approximately $8.6 million. Net income decreased approximately $1.8 million to approximately $3.1 million ($.15 per fully diluted share) for the quarter ended June 30, 2005 compared to $4.9 million ($.23 per fully diluted share) for the comparable period in 2004. Net of taxes, approximately $767 thousand of this decrease in net income during the quarter was due to the disposition of a tower made obsolete by our DTV conversion project in Victoria, TX. Increased interest and healthcare expenses, net of taxes, decreased net income by approximately $425 thousand and $355 thousand, respectively, for the quarter. For the same period, station operating expense increased 12.3% to approximately $26.7 million (station operating expense includes depreciation and amortization attributable to the stations). On a same station basis for the quarter, net operating revenue increased 2.4% to approximately $36.0 million, operating income decreased 8.0% to $8.4 million and station operating expense increased 6.4% to $25.2 million.

For the six month period ended June 30, 2005, net operating revenue increased 7.9% over the comparable period in 2004 to approximately $69.4 million, operating income decreased 3.3% to approximately $13.9 million and net income was approximately $5.2 million ($.25 per fully diluted share) compared to $7.4 million ($.35 per fully diluted share) for the comparable period in 2004 primarily attributable to the 2^nd quarter expense increases referenced above. For the same period, station operating expense increased 11.8% to approximately $51.4 million (station operating expense includes depreciation and amortization attributable to the stations). On a same station basis for the six months, net operating revenue increased 2.3% to approximately $64.7 million, operating income decreased 5.7% to $13.3 million and station operating expense increased 4.7% to $47.3 million.

Saga has been subjected to increased format competition in the Milwaukee, Columbus, Norfolk and Portland markets. To date, this increased competitive pressure has not materially impacted the Milwaukee or Columbus market’s financial performance. The financial results in the Norfolk and Portland markets, however, have been materially impacted due to the increased competition. Net revenue in these markets decreased approximately 15% compared to the 2^nd quarter 2004. Combined, operating income for these two markets decreased $837 thousand from the comparable quarter in 2004. We believe that the financial impact on these markets will not be long term as rating data indicates that the impacted stations are beginning to return to previous levels of audience share. Excluding the results for the Norfolk and Portland markets, net revenue and operating income on a historical basis for the quarter increased approximately 11% and 4% respectively.

Capital expenditures in the second quarter of 2005 were approximately $3.5 million of which approximately $2.2 million was routine capital expenditures and $1.3 million resulted from other activities including $1.1 million as a result of acquisitions and our DTV related television projects. Future capital expenditures on DTV related projects are expected to be minimal. Previously, Saga estimated capital expenditures for the year to be approximately $9 million. Currently, we expect capital expenditures for the year to be approximately $10.5 million.

The attached Selected Supplemental Financial Data table discloses “as reported,” “same station” and “pro forma” 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. The “pro forma” amounts assume the 2005 and 2004 acquisitions and dispositions occurred as of January 1, 2004.

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 57 FM and 29 AM radio stations, 3 state radio networks, 2 farm radio networks, 5 television stations and 4 low-power television stations. As previously disclosed, Saga has entered into an agreement to acquire an FM station serving the Asheville, NC radio market. For additional information, contact us at (313) 886-7070 or visit our website at www.sagacommunications.com.

Saga’s second quarter 2005 results conference call will be on Wednesday, August 3 at 2:00 PM. The dial in number for domestic calls is 800/230-1059. For international callers the number is 612/288-0318. The call can be replayed for 7 days by calling domestically 800/475-6701 or internationally 320/365-3844 and referring to access code 789870. Thereafter, a transcript of the call will be available on our website.

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. 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 Month Periods
Ended June 30, 2005 and 2004
(amounts in 000’s except per share data)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2005				2004				2005				2004
Operating Results
Net operating revenue		$	37,554			$	35,127			$	69,384			$	64,300
Station operating expense			26,656				23,733				51,354				45,918
Corporate general and administrative			2,348				2,279				4,126				4,011
Operating income			8,550				9,115				13,904				14,371
Interest expense			1,806				1,085				3,429				2,180
Other expense, net			1,471				65				1,538				73
Income before income tax			5,273				7,965				8,937				12,118
Income tax expense			2,201				3,104				3,700				4,726
Net income		$	3,072			$	4,861			$	5,237			$	7,392
Earnings per share:
Basic		$	0.15			$	0.23			$	0.26			$	0.36
Diluted		$	0.15			$	0.23			$	0.25			$	0.35
Weighted average common shares			20,388				20,816				20,508				20,813
Weighted average common shares and common equivalents			20,596				21,285				20,771				21,283
Free Cash Flow
Net Income		$	3,072			$	4,861			$	5,237			$	7,392
Plus: Depreciation and amortization:
Station			2,138				1,726				4,233				3,393
Corporate			49				50				99				99
Deferred tax provision			1,029				1,274				1,590				1,939
Less: Capital expenditures			(3,534	)			(1,732	)			(7,801	)			(4,263	)
Free cash flow		$	2,754			$	6,179			$	3,358			$	8,560
Balance Sheet Data
Working capital										$	23,673			$	18,561
Net fixed assets											73,301				63,718
Net intangible and other assets											205,654				174,421
Total assets											317,868				270,918
Long term debt (including current portion of $1,061 and $0, respectively)											155,911				121,161
Stockholders’ equity											120,223				113,522

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Three Months Ended
June 30, 2005 and 2004
(amounts in 000’s except per share data)
(Unaudited)

		As-Reported								Same Station								Pro Forma (1)
Consolidated		Three Months Ended								Three Months Ended								Three Months Ended
		June 30,								June 30,								June 30,
		2005				2004				2005				2004				2005				2004
Net operating revenue		$	37,554			$	35,127			$	35,971			$	35,127			$	38,000			$	37,022
Station operating expense			26,656				23,733				25,241				23,733				27,030				25,401
Corporate general and administrative			2,348				2,279				2,348				2,279				2,348				2,279
Operating income			8,550				9,115			$	8,382			$	9,115				8,622				9,342
Interest expense			1,806				1,085												1,894				1,418
Other expense, net			1,471				65												1,466				57
Income tax expense			2,201				3,104												2,196				3,067
Net income		$	3,072			$	4,861											$	3,066			$	4,800
Earnings per share:
Basic		$	0.15			$	0.23											$	0.15			$	0.23
Diluted		$	0.15			$	0.23											$	0.15			$	0.22

		As-Reported								Same Station								Pro Forma (1)
Radio Segment		Three Months Ended								Three Months Ended								Three Months Ended
		June 30,								June 30,								June 30,
		2005				2004				2005				2004				2005				2004
Net operating revenue		$	33,605			$	31,362			$	32,022			$	31,362			$	34,051			$	33,257
Station operating expense			23,316				20,469				21,901				20,469				23,690				22,137
Operating income		$	10,289			$	10,893			$	10,121			$	10,893			$	10,361			$	11,120

		As-Reported								Same Station								Pro Forma (1)
Television Segment		Three Months Ended								Three Months Ended								Three Months Ended
		June 30,								June 30,								June 30,
		2005				2004				2005				2004				2005				2004
Net operating revenue		$	3,949			$	3,765			$	3,949			$	3,765			$	3,949			$	3,765
Station operating expense			3,340				3,264				3,340				3,264				3,340				3,264
Operating income		$	609			$	501			$	609			$	501			$	609			$	501

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
Depreciation and amortization		June 30,								June 30,								June 30,
by segment		2005				2004				2005				2004				2005				2004
Radio Segment		$	1,716			$	1,300			$	1,389			$	1,300			$	1,808			$	1,781
Television Segment			422				426				422				426				422				426
Corporate and Other			49				50				49				50				49				50
		$	2,187			$	1,776			$	1,860			$	1,776			$	2,279			$	2,257

(1)

Pro Forma results assume all acquisitions and dispositions in 2004 and 2005 occurred as of January 1, 2004.

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Six Months Ended
June 30, 2005 and 2004
(amounts in 000’s except per share data)
(Unaudited)

		As-Reported								Same Station								Pro Forma (1)
Consolidated		Six Months Ended								Six Months Ended								Six Months Ended
		June 30,								June 30,								June 30,
		2005				2004				2005				2004				2005				2004
Net operating revenue		$	69,384			$	64,300			$	64,697			$	63,253			$	70,397			$	68,627
Station operating expense			51,354				45,918				47,270				45,132				52,311				49,709
Corporate general and administrative			4,126				4,011				4,126				4,011				4,126				4,011
Operating income		$	13,904			$	14,371			$	13,301			$	14,110			$	13,960			$	14,907
Interest expense			3,429				2,180												3,649				2,846
Other expense, net			1,538				73												1,523				56
Income tax expense			3,700				4,726												3,643				4,690
Net income		$	5,237			$	7,392											$	5,145			$	7,315
Earnings per share:
Basic		$	0.26			$	0.36											$	0.25			$	0.35
Diluted		$	0.25			$	0.35											$	0.25			$	0.34

		As-Reported								Same Station								Pro Forma (1)
Radio Segment		Six Months Ended								Six Months Ended								Six Months Ended
		June 30,								June 30,								June 30,
		2005				2004				2005				2004				2005				2004
Net operating revenue		$	61,977			$	57,381			$	57,290			$	56,334			$	62,990			$	61,708
Station operating expense			44,725				39,618				40,641				38,832				45,682				43,409
Operating income		$	17,252			$	17,763			$	16,649			$	17,502			$	17,308			$	18,299

		As-Reported								Same Station							Pro Forma (1)
Television Segment		Six Months Ended								Six Months Ended								Six Months Ended
		June 30,								June 30,								June 30,
		2005				2004				2005				2004				2005				2004
Net operating revenue		$	7,407			$	6,919			$	7,407			$	6,919			$	7,407			$	6,919
Station operating expense			6,629				6,300				6,629				6,300				6,629				6,300
Operating income		$	778			$	619			$	778			$	619			$	778			$	619

		As-Reported								Same Station								Pro Forma (1)
		Six Months Ended								Six Months Ended								Six Months Ended
Depreciation and amortization		June 30,								June 30,								June 30,
by segment		2005				2004				2005				2004				2005				2004
Radio Segment		$	3,369			$	2,552			$	2,672			$	2,530			$	3,599			$	3,530
Television Segment			864				841				864				841				864				841
Corporate and Other			99				99				99				99				99				99
		$	4,332			$	3,492			$	3,635			$	3,470			$	4,562			$	4,470

(1)

Pro Forma results assume all acquisitions and dispositions in 2004 and 2005 occurred as of January 1, 2004.

Saga Communications, Inc.

Selected Supplemental Financial Data
Quarterly Proforma Information
As of June 30, 2005
(amounts in 000’s except per share data)
(Unaudited)

		Pro Forma (1)								Pro Forma (1)								Pro Forma (1)				Pro Forma (1)
Consolidated		Three Months Ended								Three Months Ended								Three Months Ended				Three Months Ended
		March 31,								June 30,								September 30,				December 31,
		2005				2004				2005				2004				2004				2004
Net operating revenue		$	32,397			$	31,605			$	38,000			$	37,022			$	36,071			$	38,045
Station operating expense			25,281				24,308				27,030				25,401				25,506				26,526
Corporate general and administrative			1,778				1,732				2,348				2,279				1,927				2,405
Operating income			5,338				5,565				8,622				9,342				8,638				9,114
Interest expense			1,755				1,428				1,894				1,418				1,369				1,639
Other (income) expense, net			57				(1	)			1,466				57				202				(259	)
Income tax expense			1,447				1,623				2,196				3,067				2,759				3,539
Net income		$	2,079			$	2,515			$	3,066			$	4,800			$	4,308			$	4,195
Earnings per share:
Basic		$	0.10			$	0.12			$	0.15			$	0.23			$	0.20			$	0.20
Diluted		$	0.10			$	0.12			$	0.15			$	0.22			$	0.20			$	0.20
		Pro Forma (1)								Pro Forma (1)								Pro Forma (1)				Pro Forma (1)
Radio Segment		Three Months Ended								Three Months Ended								Three Months Ended				Three Months Ended
		March 31,								June 30,								September 30,				December 31,
		2005				2004				2005				2004				2004				2004
Net operating revenue		$	28,939			$	28,451			$	34,051			$	33,257			$	32,425			$	34,157
Station operating expense			21,992				21,272				23,690				22,137				22,281				23,190
Operating income		$	6,947			$	7,179			$	10,361			$	11,120			$	10,144			$	10,967
		Pro Forma (1)								Pro Forma (1)								Pro Forma (1)				Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended				Three Months Ended
		March 31,								June 30,								September 30,				December 31,
Television Segment		2005				2004				2005				2004				2004				2004
Net operating revenue		$	3,458			$	3,154			$	3,949			$	3,765			$	3,646			$	3,888
Station operating expense			3,289				3,036				3,340				3,264				3,225				3,336
Operating income		$	169			$	118			$	609			$	501			$	421			$	552
		Pro Forma (1)								Pro Forma (1)								Pro Forma (1)				Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended				Three Months Ended
Depreciation and amortization		March 31,								June 30,								September 30,				December 31,
by segment		2005				2004				2005				2004				2004				2004
Radio Segment		$	1,791			$	1,749			$	1,808			$	1,781			$	1,785			$	1,837
Television Segment			442				415				422				426				422				454
Corporate and Other			50				49				49				50				49				50
		$	2,283			$	2,213			$	2,279			$	2,257			$	2,256			$	2,341

Saga Communications, Inc.

Selected Financial Data Non-GAAP Disclosures
For the Three Months Ended
June 30, 2005 and 2004
(amounts in 000’s except per share data)
(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
Consolidated		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		June 30,				Entire Comparable				June 30,				June 30,				Entire Comparable				June 30,
		2005				Period				2005				2004				Period				2004
Net operating revenue		$	37,554			($	1,583	)		$	35,971			$	35,127			$	—			$	35,127
Station operating expense			26,656				(1,415	)			25,241				23,733				—				23,733
Corporate general and administrative			2,348				—				2,348				2,279				—				2,279
Operating income		$	8,550			($	168	)		$	8,382			$	9,115			$	—			$	9,115
						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
Radio Segment		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		June 30,				Entire Comparable				June 30,				June 30,				Entire Comparable				June 30,
		2005				Period				2005				2004				Period				2004
Net operating revenue		$	33,605			($	1,583	)		$	32,022			$	31,362			$	—			$	31,362
Station operating expense			23,316				(1,415	)			21,901				20,469				—				20,469
Operating income		$	10,289			($	168	)		$	10,121			$	10,893			$	—			$	10,893
						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
Television Segment		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		June 30,				Entire Comparable				June 30,				June 30,				Entire Comparable				June 30,
		2005				Period				2005				2004				Period				2004
Net operating revenue		$	3,949			$	—			$	3,949			$	3,765			$	—			$	3,765
Station operating expense		$	3,340				—			$	3,340			$	3,264				—			$	3,264
Operating income		$	609			$	—			$	609			$	501			$	—			$	501

Saga Communications, Inc.

Selected Financial Data Non-GAAP Disclosures
For the Six Months Ended
June 30, 2005 and 2004
(amounts in 000’s except per share data)
(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
Consolidated		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		June 30,				Entire Comparable				June 30,				June 30,				Entire Comparable				June 30,
		2005				Period				2005				2004				Period				2004
Net operating revenue		$	69,384			($	4,687	)		$	64,697			$	64,300			($	1,047	)		$	63,253
Station operating expense			51,354				(4,084	)			47,270				45,918				(786	)			45,132
Corporate general and administrative			4,126				—				4,126				4,011				—				4,011
Operating income		$	13,904			($	603	)		$	13,301			$	14,371			($	261	)		$	14,110
						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
Radio Segment		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		June 30,				Entire Comparable				June 30,				June 30,				Entire Comparable				June 30,
		2005				Period				2005				2004				Period				2004
Net operating revenue		$	61,977			($	4,687	)		$	57,290			$	57,381			($	1,047	)		$	56,334
Station operating expense			44,725				(4,084	)			40,641				39,618				(786	)			38,832
Operating income		$	17,252			($	603	)		$	16,649			$	17,763			($	261	)		$	17,502
						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
Television Segment		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		June 30,				Entire Comparable				June 30,				June 30,				Entire Comparable				June 30,
		2005				Period				2005				2004				Period				2004
Net operating revenue		$	7,407			$	—			$	7,407			$	6,919			$	—			$	6,919
Station operating expense			6,629				—				6,629				6,300				—				6,300
Operating income		$	778			$	—			$	778			$	619			$	—			$	619