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): November 1, 2005

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 November 1, 2005, Saga Communications, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2005. The press release, dated November 1, 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 November 1, 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.

INDEX OF EXHIBITS

		Exhibit No.				Description
			99.1			Press Release dated November 1, 2005.

Exhibit 99.1

Saga Communications, Inc.
Reports 3rd Quarter 2005 Results

Contact:
Samuel D. Bush
313/886-7070

Grosse Pointe Farms, MI – November 1, 2005 – Saga Communications, Inc. (NYSE-SGA) today reported that 3rd quarter 2005 net operating revenue increased 5.0% over the comparable period in 2004 to approximately $36.0 million and operating income decreased 5.0% to approximately $7.9 million. Net income decreased approximately $878 thousand to approximately $3.4 million ($.17 per fully diluted share) for the quarter ended September 30, 2005 compared to $4.3 million ($.20 per fully diluted share) for the comparable period in 2004. Approximately 70% of the reduction in net income for the quarter was due to increased interest expense which net of taxes, was approximately $613 thousand. For the same period, station operating expense increased 8.8% to approximately $26.1 million (station operating expense includes depreciation and amortization attributable to the stations). On a same station basis for the quarter, net operating revenue was approximately even at $34.1 million. This includes overcoming a $955 thousand reduction in gross political revenue for the period. Operating income decreased 8.0% to $7.7 million and station operating expense increased 2.0% to $24.5 million on a same station basis.

For the nine month period ended September 30, 2005, net operating revenue increased 6.9% over the comparable period in 2004 to approximately $105.4 million, operating income decreased 3.9% to approximately $21.8 million and net income was approximately $8.7 million ($.42 per fully diluted share) compared to $11.7 million ($.55 per fully diluted share) for the comparable period in 2004. For the nine month period, 68% of the reduction in net income was due to an increase in interest expense of $1.3 million, net of taxes, along with the $767 thousand charge, net of taxes, for the disposition of the Victoria tower as reported in our 2^nd quarter earnings release and related documents. For the same period, station operating expense increased 10.8% to approximately $77.5 million (station operating expense includes depreciation and amortization attributable to the stations). On a same station basis for the nine months, net operating revenue increased 1.2% to approximately $97.6 million. This includes overcoming a $1.4 million reduction in gross political revenue for the period. Operating

income decreased 7.1% to $20.6 million and station operating expense increased 3.9% to $70.9 million on a same station basis.

Capital expenditures in the third quarter of 2005 were approximately $1.7million. Of that amount $116 thousand was attributable to acquisitions. 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 third quarter 2005 results conference call will be on Tuesday, November 1 at 11:00 AM. The dial in number for domestic calls is 800/762-6067. For international callers the number is 480/629-9566. The call can be replayed for 7 days by calling domestically 800/475-6701 or internationally 320/365-3844 and referring to access code 799135. 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 Nine Month Periods
Ended September 30, 2005 and 2004
(amounts in 000’s except per share data)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2005				2004				2005				2004
Operating Results
Net operating revenue		$	35,961			$	34,262			$	105,345			$	98,562
Station operating expense			26,110				24,006				77,464				69,924
Corporate general and administrative			1,934				1,927				6,060				5,938
Operating income			7,917				8,329				21,821				22,700
Interest expense			2,082				1,036				5,511				3,216
Other (income) expense, net			(35	)			210				1,503				283
Income before income tax			5,870				7,083				14,807				19,201
Income tax expense			2,430				2,765				6,130				7,491
Net income		$	3,440			$	4,318			$	8,677			$	11,710
Earnings per share:
Basic		$	0.17			$	0.21			$	0.42			$	0.56
Diluted		$	0.17			$	0.20			$	0.42			$	0.55
Weighted average common shares			20,453				20,750				20,489				20,792
Weighted average common shares and common equivalents			20,631				21,116				20,726				21,227
Free Cash Flow
Net Income		$	3,440			$	4,318			$	8,677			$	11,710
Plus: Depreciation and amortization:
Station			2,258				1,783				6,491				5,176
Corporate			50				49				149				148
Deferred tax provision			2,045				1,135				3,635				3,074
Less: Capital expenditures			(1,666	)			(3,986	)			(9,054	)			(8,249	)
Free cash flow		$	6,127			$	3,299			$	9,898			$	11,859
Balance Sheet Data
Working capital										$	21,945			$	20,425
Net fixed assets											72,977				65,404
Net intangible and other assets											205,980				174,857
Total assets											322,547				275,847
Long term debt (including current portion of $8,061 and $0, respectively)											155,911				121,161
Stockholders’ equity											123,770				115,912

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Three Months Ended
September 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
		September 30,								September 30,								September 30,
		2005				2004				2005				2004				2005				2004
Net operating revenue		$	35,961			$	34,262			$	34,072			$	34,262			$	35,961			$	36,071
Station operating expense			26,110				24,006				24,473				24,006				26,110				25,506
Corporate general and administrative			1,934				1,927				1,934				1,927				1,934				1,927
Operating income			7,917				8,329			$	7,665			$	8,329				7,917				8,638
Interest expense			2,082				1,036												2,082				1,369
Other (income) expense, net			(35	)			210												(35	)			202
Income tax expense			2,430				2,765												2,430				2,759
Net income		$	3,440			$	4,318											$	3,440			$	4,308
Earnings per share:
Basic		$	0.17			$	0.21											$	0.17			$	0.20
Diluted		$	0.17			$	0.20											$	0.17			$	0.20

		As-Reported								Same Station								Pro Forma (1)
Radio Segment		Three Months Ended								Three Months Ended								Three Months Ended
		September 30,								September 30,								September 30,
		2005				2004				2005				2004				2005				2004
Net operating revenue		$	32,263			$	30,616			$	30,374			$	30,616			$	32,263			$	32,425
Station operating expense			22,728				20,781				21,091				20,781				22,728				22,281
Operating income		$	9,535			$	9,835			$	9,283			$	9,835			$	9,535			$	10,144

		As-Reported								Same Station								Pro Forma (1)
Television Segment		Three Months Ended								Three Months Ended								Three Months Ended
		September 30,								September 30,								September 30,
		2005				2004				2005				2004				2005				2004
Net operating revenue		$	3,698			$	3,646			$	3,698			$	3,646			$	3,698			$	3,646
Station operating expense			3,382				3,225				3,382				3,225				3,382				3,225
Operating income		$	316			$	421			$	316			$	421			$	316			$	421

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
Depreciation and amortization		September 30,								September 30,								September 30,
by segment		2005				2004				2005				2004				2005				2004
Radio Segment		$	1,812			$	1,361			$	1,385			$	1,361			$	1,812			$	1,785
Television Segment			446				422				446				422				446				422
Corporate and Other			50				49				50				49				50				49
		$	2,308			$	1,832			$	1,881			$	1,832			$	2,308			$	2,256

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

		As-Reported								Same Station								Pro Forma (1)
Consolidated		Nine Months Ended								Nine Months Ended								Nine Months Ended
		September 30,								September 30,								September 30,
		2005				2004				2005				2004				2005				2004
Net operating revenue		$	105,345			$	98,562			$	97,553			$	96,367			$	106,358			$	104,698
Station operating expense			77,464				69,924				70,869				68,222				78,421				75,215
Corporate general and administrative			6,060				5,938				6,060				5,938				6,060				5,938
Operating income			21,821				22,700				20,624				22,207				21,877				23,545
Interest expense			5,511				3,216												5,731				4,215
Other expense, net			1,503				283												1,488				258
Income tax expense			6,130				7,491												6,073				7,449
Net income		$	8,677			$	11,710											$	8,585			$	11,623
Earnings per share:
Basic		$	0.42			$	0.56											$	0.42			$	0.55
Diluted		$	0.42			$	0.55											$	0.41			$	0.54

		As-Reported								Same Station								Pro Forma (1)
Radio Segment		Nine Months Ended								Nine Months Ended								Nine Months Ended
		September 30,								September 30,								September 30,
		2005				2004				2005				2004				2005				2004
Net operating revenue		$	94,240			$	87,997			$	86,448			$	85,802			$	95,253			$	94,133
Station operating expense			67,453				60,399				60,858				58,697				68,410				65,690
Operating income		$	26,787			$	27,598			$	25,590			$	27,105			$	26,843			$	28,443

		As-Reported								Same Station								Pro Forma (1)
Television Segment		Nine Months Ended								Nine Months Ended								Nine Months Ended
		September 30,								September 30,								September 30,
		2005				2004				2005				2004				2005				2004
Net operating revenue		$	11,105			$	10,565			$	11,105			$	10,565			$	11,105			$	10,565
Station operating expense			10,011				9,525				10,011				9,525				10,011				9,525
Operating income		$	1,094			$	1,040			$	1,094			$	1,040			$	1,094			$	1,040

		As-Reported								Same Station								Pro Forma (1)
		Nine Months Ended								Nine Months Ended								Nine Months Ended
Depreciation and amortization		September 30,								September 30,								September 30,
by segment		2005				2004				2005				2004				2005				2004
Radio Segment		$	5,181			$	3,913			$	4,020			$	3,804			$	5,411			$	5,315
Television Segment			1,310				1,263				1,310				1,263				1,310				1,263
Corporate and Other			149				148				149				148				149				148
		$	6,640			$	5,324			$	5,479			$	5,215			$	6,870			$	6,726

Saga Communications, Inc.
Selected Supplemental Financial Data
Quarterly Proforma Information
As of September 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				2005				2004				2004
Net operating revenue		$	32,397			$	31,605			$	38,000			$	37,022			$	35,961			$	36,071			$	38,045
Station operating expense			25,281				24,308				27,030				25,401				26,110				25,506				26,526
Corporate general and administrative			1,778				1,732				2,348				2,279				1,934				1,927				2,405
Operating income			5,338				5,565				8,622				9,342				7,917				8,638				9,114
Interest expense			1,755				1,428				1,894				1,418				2,082				1,369				1,639
Other (income) expense, net			57				(1	)			1,466				57				(35	)			202				(259	)
Income tax expense			1,447				1,623				2,196				3,067				2,430				2,759				3,539
Net income		$	2,079			$	2,515			$	3,066			$	4,800			$	3,440			$	4,308			$	4,195
Earnings per share:
Basic		$	0.10			$	0.12			$	0.15			$	0.23			$	0.17			$	0.20			$	0.20
Diluted		$	0.10			$	0.12			$	0.15			$	0.22			$	0.17			$	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				2005				2004				2004
Net operating revenue		$	28,939			$	28,451			$	34,051			$	33,257			$	32,263			$	32,425			$	34,157
Station operating expense			21,992				21,272				23,690				22,137				22,728				22,281				23,190
Operating income		$	6,947			$	7,179			$	10,361			$	11,120			$	9,535			$	10,144			$	10,967

		Pro Forma (1)								Pro Forma (1)								Pro Forma (1)								Pro Forma (1)
Television 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				2005				2004				2004
Net operating revenue		$	3,458			$	3,154			$	3,949			$	3,765			$	3,698			$	3,646			$	3,888
Station operating expense			3,289				3,036				3,340				3,264				3,382				3,225				3,336
Operating income		$	169			$	118			$	609			$	501			$	316			$	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				2005				2004				2004
Radio Segment		$	1,791			$	1,749			$	1,808			$	1,781			$	1,812			$	1,785			$	1,837
Television Segment			442				415				422				426				446				422				454
Corporate and Other			50				49				49				50				50				49				50
		$	2,283			$	2,213			$	2,279			$	2,257			$	2,308			$	2,256			$	2,341

						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
		September 30,				Entire Comparable				September 30,				September 30,				Entire Comparable				September 30,
		2005				Period				2005				2004				Period				2004
Net operating revenue		$	35,961				($1,889	)		$	34,072			$	34,262				—			$	34,262
Station operating expense			26,110				(1,637	)			24,473				24,006				—				24,006
Corporate general and administrative			1,934				—				1,934				1,927				—				1,927
Operating income		$	7,917				($252	)		$	7,665			$	8,329				—			$	8,329

						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
		September 30,				Entire Comparable				September 30,				September 30,				Entire Comparable				September 30,
		2005				Period				2005				2004				Period				2004
Net operating revenue		$	32,263				($1,889	)		$	30,374			$	30,616				—			$	30,616
Station operating expense			22,728				(1,637	)			21,091				20,781				—				20,781
Operating income		$	9,535				($252	)		$	9,283			$	9,835				—			$	9,835

						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
		September 30,				Entire Comparable				September 30,				September 30,				Entire Comparable				September 30,
		2005				Period				2005				2004				Period				2004
Net operating revenue		$	3,698				—			$	3,698			$	3,646				—			$	3,646
Station operating expense		$	3,382				—			$	3,382			$	3,225				—			$	3,225
Operating income		$	316				—			$	316			$	421				—			$	421

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Nine Months Ended
September 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
		Nine Months				and Dispositions				Nine Months				Nine Months				and Dispositions				Nine Months
Consolidated		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		September 30,				Entire Comparable				September 30,				September 30,				Entire Comparable				September 30,
		2005				Period				2005				2004				Period				2004
Net operating revenue		$	105,345				($7,792	)		$	97,553			$	98,562				($2,195	)		$	96,367
Station operating expense			77,464				(6,595	)			70,869				69,924				(1,702	)			68,222
Corporate general and administrative			6,060				—				6,060				5,938				—				5,938
Operating income		$	21,821				($1,197	)		$	20,624			$	22,700				($493	)		$	22,207

						Adjustment												Adjustment
		As-Reported				For Acquisitions				Same Station				As-Reported				For Acquisitions				Same Station
		Nine Months				and Dispositions				Nine Months				Nine Months				and Dispositions				Nine Months
Radio Segment		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		September 30,				Entire Comparable				September 30,				September 30,				Entire Comparable				September 30,
		2005				Period				2005				2004				Period				2004
Net operating revenue		$	94,240				($7,792	)		$	86,448			$	87,997				($2,195	)		$	85,802
Station operating expense			67,453				(6,595	)			60,858				60,399				(1,702	)			58,697
Operating income		$	26,787				($1,197	)		$	25,590			$	27,598				($493	)		$	27,105

						Adjustment												Adjustment
		As-Reported				For Acquisitions				Same Station				As-Reported				For Acquisitions				Same Station
		Nine Months				and Dispositions				Nine Months				Nine Months				and Dispositions				Nine Months
Television Segment		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		September 30,				Entire Comparable				September 30,				September 30,				Entire Comparable				September 30,
		2005				Period				2005				2004				Period				2004
Net operating revenue		$	11,105			$	—			$	11,105			$	10,565			$	—			$	10,565
Station operating expense			10,011				—				10,011				9,525				—				9,525
Operating income		$	1,094			$	—			$	1,094			$	1,040			$	—			$	1,040