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

(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 May 8, 2008, Saga Communications, Inc. issued a press release announcing its financial results for the three months ended March 31, 2008. The press release, dated May 8, 2008, 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 May 8, 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.

INDEX OF EXHIBITS

Exhibit No.		Description
99.1		Press Release dated May 8, 2008.

Saga Communications, Inc.
Reports 1st Quarter 2008 Results

Contact:
Samuel D. Bush
313/886-7070

Grosse Pointe Farms, MI — May 8, 2008 — Saga Communications, Inc. (NYSE-SGA) today reported net income increased 23.0% to $910 thousand ($.05 per fully diluted share) for the quarter ended March 31, 2008 compared to $740 thousand ($.04 per fully diluted share) for the same period in 2007. Net operating revenue for the quarter decreased $351 thousand over the comparable period in 2007 to $31.5 million. Station operating expense decreased $574 thousand to $25.4 million (station operating expense includes depreciation and amortization attributable to the stations) and operating income was approximately even with 1^st quarter 2007 at $3.6 million. Gross political revenue for the quarter was $651 thousand compared to $59 thousand for the same period last year. Free cash flow increased 93.5% to $1.7 million for the quarter. On a same station basis for the year, net operating revenue decreased 2.0% to $31.2 million, operating income decreased 2.4% to $3.5 million and station operating expense decreased 3.1% to $25.2 million.

Capital expenditures in the first quarter of 2008 were $2.0 million compared to $2.4 million for the comparable period in 2007. The Company expects capital expenditures to total $9.0 million for 2008.

During the quarter ended March 31, 2008, the Company bought back 239,113 shares of stock for a total purchase price of $1.4 million. Since inception of the program and through May 6, 2008, the Company has bought back 2,267,063 shares of stock.

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 2008 and 2007 acquisitions and dispositions occurred as of January 1, 2007.

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 first quarter 2008 results conference call will be on Thursday, May 8, 2008 at 2:00 PM EDT. The dial in number for domestic calls is 888/428-4479. For international callers the number is 612/332-0903. The call can be replayed for 7 days by calling domestically 800/475-6701 or internationally 320/365-3844 and referring to access code 918955. 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 May 8, 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.

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 Months Ended
March 31, 2008 and 2007
(amounts in 000’s except per share data)
(Unaudited)

		Three Months Ended
		March 31,
		2008				2007
Operating Results
Net operating revenue		$	31,532			$	31,883
Station operating expense			25,421				25,995
Corporate general and administrative			2,552				2,316
Operating income			3,559				3,572
Interest expense			1,995				2,297
Other expense, net			20				35
Income before income tax			1,544				1,240
Income tax expense			634				500
Net income		$	910			$	740
Earnings per share
Basic		$	0.05			$	0.04
Diluted		$	0.05			$	0.04
Weighted average common shares			20,078				20,221
Weighted average common shares and common shares equivalents			20,087				20,242
Free Cash Flow
Net income		$	910			$	740
Plus: Depreciation and amortization:
Station			1,957				1,895
Corporate			53				47
Deferred tax provision			402				270
Non-cash compensation			366				286
Other expense (income), net			20				35
Less: Capital expenditures			(2,046	)			(2,414	)
Free cash flow		$	1,662			$	859
Balance Sheet Data
Working capital		$	18,838			$	18,544
Net fixed assets			76,358				74,146
Net intangible assets and other assets			228,981				211,929
Total assets			338,455				318,564
Long term debt (including current portion of $1,061 and $0, respectively)			134,411				131,911
Stockholders’ equity			149,168				137,306

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Three Months Ended
March 31, 2008 and 2007
(amounts in 000’s except per share data)
(Unaudited)

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		March 31,								March 31,								March 31,
		2008				2007				2008				2007				2008				2007
Consolidated
Net operating revenue		$	31,532			$	31,883			$	31,233			$	31,883			$	31,532			$	32,193
Station operating expense			25,421				25,995				25,193				25,995				25,421				26,284
Corporate general and administrative			2,552				2,316				2,552				2,316				2,552				2,316
Operating income			3,559				3,572			$	3,488			$	3,572				3,559				3,593
Interest expense			1,995				2,297												1,995				2,297
Other expense, net			20				35												20				35
Income tax expense			634				500												634				509
Net income		$	910			$	740											$	910			$	752
Earnings per share:
Basic		$	0.05			$	0.04											$	0.05			$	0.04
Diluted		$	0.05			$	0.04											$	0.05			$	0.04

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		March 31,								March 31,								March 31,
		2008				2007				2008				2007				2008				2007
Radio Segment
Net operating revenue		$	27,381			$	27,893			$	27,082			$	27,893			$	27,381			$	28,203
Station operating expense			21,913				22,513				21,685				22,513				21,913				22,802
Operating income		$	5,468			$	5,380			$	5,397			$	5,380			$	5,468			$	5,401

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		March 31,								March 31,								March 31,
		2008				2007				2008				2007				2008				2007
Television Segment
Net operating revenue		$	4,151			$	3,990			$	4,151			$	3,990			$	4,151			$	3,990
Station operating expense			3,508				3,482				3,508				3,482				3,508				3,482
Operating income		$	643			$	508			$	643			$	508			$	643			$	508

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		March 31,								March 31,								March 31,
		2008				2007				2008				2007				2008				2007
Depreciation and amortization by segment
Radio Segment		$	1,562			$	1,506			$	1,533			$	1,506			$	1,562			$	1,566
Television Segment			395				389				395				389				395				389
Corporate and Other			53				47				53				47				53				47
		$	2,010			$	1,942			$	1,981			$	1,942			$	2,010			$	2,002

Saga Communications, Inc.
Selected Supplemental Financial Data
Quarterly Proforma Information
March 31, 2008 and 2007
(amounts in 000’s except per share data)
(Unaudited)

		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,
		2008				2007				2007				2007				2007
Consolidated
Net operating revenue		$	31,532			$	32,193			$	38,752			$	36,500			$	37,537
Station operating expense			25,421				26,284				27,284				26,239				27,352
Corporate general and administrative			2,552				2,316				2,606				2,272				2,606
Operating income			3,559				3,593				8,862				7,989				7,579
Interest expense			1,995				2,297				2,281				2,283				2,093
Other expense, net			20				35				47				60				131
Income tax expense			634				509				2,686				2,315				2,222
Net income		$	910			$	752			$	3,848			$	3,331			$	3,133
Earnings per share:
Basic		$	0.05			$	0.04			$	0.19			$	0.17			$	0.16
Diluted		$	0.05			$	0.04			$	0.19			$	0.17			$	0.16

		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,
		2008				2007				2007				2007				2007
Radio Segment
Net operating revenue		$	27,381			$	28,203			$	34,174			$	32,186			$	32,992
Station operating expense			21,913				22,802				23,723				22,756				23,738
Operating income		$	5,468			$	5,401			$	10,451			$	9,430			$	9,254

		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,
		2008				2007				2007				2007				2007
Television Segment
Net operating revenue		$	4,151			$	3,990			$	4,578			$	4,314			$	4,545
Station operating expense			3,508				3,482				3,561				3,483				3,614
Operating income		$	643			$	508			$	1,017			$	831			$	931

		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,
		2008				2007				2007				2007				2007
Depreciation and amortization by segment
Radio Segment		$	1,562			$	1,566			$	1,599			$	1,660			$	1,723
Television Segment			395				389				400				405				425
Corporate and Other			53				47				51				48				58
		$	2,010			$	2,002			$	2,050			$	2,113			$	2,206

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Three Months Ended
March 31, 2008 and 2007
(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
		March 31,				Entire Comparable				March 31,				March 31,				Entire Comparable				March 31,
		2008				Period				2008				2007				Period				2007
Consolidated
Net operating revenue		$	31,532			$	(299	)		$	31,233			$	31,883				—			$	31,883
Station operating expense			25,421				(228	)			25,193				25,995				—				25,995
Corporate general and administrative			2,552				—				2,552				2,316				—				2,316
Operating income		$	3,559			$	(71	)		$	3,488			$	3,572				—			$	3,572

						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
		March 31,				Entire Comparable				March 31,				March 31,				Entire Comparable				March 31,
		2008				Period				2008				2007				Period				2007
Radio Segment
Net operating revenue		$	27,381			$	(299	)		$	27,082			$	27,893				—			$	27,893
Station operating expense			21,913				(228	)			21,685				22,513				—				22,513
Operating income		$	5,468			$	(71	)		$	5,397			$	5,380				—			$	5,380

						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
		March 31,				Entire Comparable				March 31,				March 31,				Entire Comparable				March 31,
		2008				Period				2008				2007				Period				2007
Television Segment
Net operating revenue		$	4,151				—			$	4,151			$	3,990				—			$	3,990
Station operating expense			3,508				—				3,508				3,482				—				3,482
Operating income		$	643				—			$	643			$	508				—			$	508