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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): January 28, 2008
SAGA COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or other jurisdiction
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1-11588
(Commission File Number)
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38-3042953 (IRS Employer |
of incorporation)
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Identification No.) |
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73 Kercheval Avenue |
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Grosse Pointe Farms, MI
(Address of Principal Executive Offices)
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48236
(Zip Code) |
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
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Item 2.02. |
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Results of Operations and Financial Condition. |
On January 28, 2008, Saga Communications, Inc. issued a press release announcing its
preliminary earnings estimates for the three months and year ended December 31, 2007. The press
release, dated January 28, 2008, is attached as Exhibit 99.1 to this Form 8-K.
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Item 7.01. |
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Regulation FD Disclosure. |
On January 28, 2008, Saga Communications, Inc. issued a press release announcing an increase
in the amount committed to its Stock Buy-Back Program from $30 million to $60 million and its
intent to enter into a stock repurchase plan under Rule 10b5-1. The press release, dated January
28, 2008, is attached as Exhibit 99.1 to this Form 8-K.
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Item 9.01. |
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Financial Statements and Exhibits. |
(c) Exhibits.
99.1 Press Release dated January 28, 2008.
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.
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SAGA COMMUNICATIONS, INC.
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Dated: January 28, 2008 |
By: |
/s/
Samuel D. Bush
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Samuel D. Bush |
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Senior Vice President,
Chief Financial Officer and Treasurer |
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INDEX OF EXHIBITS
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Exhibit No. |
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Description |
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99.1 |
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Press Release dated January 28, 2008. |
exv99w1
Exhibit 99.1
Saga Communications, Inc. Announces 2007 Year End and
4th Quarter Preliminary
Earnings Estimates, an Increase in the Amount Approved for the Purchase of Class A Common Stock
Under its Stock Buy-Back Program, the Intent to Enter into a Rule 10b5-1 Plan for Share Repurchases and the
Date and Time of the
4th Quarter and Year End 2007 Earnings Release and Conference Call
Contact:
Samuel D. Bush
313/886-7070
Grosse Pointe Farms, MI January 28, 2008 Saga Communications, Inc. (NYSE-SGA) today announced
that its Board of Directors has authorized an increase in the amount committed to its Stock
Buy-Back Program from $30 Million to $60 Million. Under the Program, the Company has purchased
1,907,210 shares with a value of $26,251,776. In connection therewith, the Company shall be
entering into a stock repurchase plan under Rule 10b5-1 of the Securities Exchange Act of 1934 to
facilitate the repurchase of its Class A Common Stock. The Companys previous Rule 10b5-1 plan
terminated on November 8, 2006. Under the proposed plan repurchases of up to $30,000,000 of Class
A Common Stock will be subject to plan parameters and the terms and conditions of SEC regulations which include certain
price, market, volume and timing constraints. Accordingly, there can
be no assurance as to how many shares will be purchased. In addition,
the plan may be terminated at any time.
The Company also announced preliminary estimates for Net Operating Revenue, Station Operating
Income and Net Income for the Quarter and Year ended December 31, 2007:
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4th Quarter |
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Year Ended |
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12/31/2007 |
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12/31/2007 |
(all numbers in Millions) |
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Low |
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Low |
Net Operating Revenue |
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$ |
37.7 |
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$ |
37.3 |
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$ |
144.5 |
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$ |
143.5 |
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Station Operating Income* |
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$ |
12.5 |
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$ |
12.1 |
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$ |
45.9 |
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$ |
45.5 |
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Net Income |
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$ |
3.2 |
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$ |
3.0 |
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$ |
11.1 |
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$ |
10.9 |
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* |
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Station Operating Income includes deducting depreciation and amortization attributable to the
stations |
Saga Communications utilizes certain financial measures that are not calculated in accordance with
generally accepted accounting principles (GAAP) to assess its
financial performance. One such non-GAAP
measure is Station Operating Income. 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. Sagas 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 will be
attached in the Selected Financial Data Non-GAAP Disclosures tables
to our actual 4th Quarter
and Year End 2007 Earning Press Release.
Saga will
announce actual 4th Quarter and Year End, 2007 results at 12:00 p.m. EST on
February 28, 2008. The dial in number for domestic calls is 800/230-1093. For international
callers the number is 612/332-0802. The call can be replayed for 7 days by calling domestically
800/475-6701 or internationally 320/365-3844 and referring to access code 908881. 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 p.m. DST on February 28, 2008 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.
Special Note: This press release contains forward-looking statements as that term is defined in
the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but
are not limited, to Sagas preliminary and estimated (1) range for net operating revenue, (2) range
for station operating income, and (3) range for net income.
Each of these forward-looking statements are based on preliminary and estimated information about
the fourth quarter of 2007. Although the quarter is now completed, the Company is still performing
its standard financial reporting closing procedures. Accordingly, as the Company completes its
normal quarter and year-end closing and auditing processes, actual results could differ materially
from these preliminary estimates.
Our financial and operating results are also impacted by the risk factors below, as well as those
in Item 1A of our 2006 Annual Report on Form 10-K and in our other SEC filings, which also could
cause our actual results to differ materially from those estimated or predicted in the
forward-looking statements. Other than announcing actual 4th quarter and Year End 2007
results, Saga undertakes no obligation to publicly update any forward-looking statement or risk
factor, whether as a result of new information, future events, or otherwise. Factors that may
impact forward-looking statements include, but are not limited to our financial leverage and debt
service requirements, dependence on key personnel, dependence on key stations, U.S. and local
economic conditions, our ability to successfully integrate acquired stations, regulatory
requirements, new technologies, natural disasters and terrorist attacks.
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. As previously disclosed, the
Company has entered into agreements to acquire an FM station serving the Asheville, NC radio
market. This station is expected to close during the first quarter of 2008. For additional
information, contact us at (313) 886-7070 or visit our website at
www.sagacommunications.com.