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 of incorporation)		(Commission File Number)		(IRS Employer 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 August 5, 2008, Saga Communications, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2008. The press release, dated August 5, 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 August 5, 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 August 5, 2008.

Exhibit 99.1

Saga Communications, Inc.
Reports 2nd Quarter 2008 Results

Contact:
Samuel D. Bush
313/886-7070

Grosse Pointe Farms, MI – August 5, 2008 – Saga Communications, Inc. (NYSE-SGA) today reported that 2^nd quarter 2008 free cash flow increased 5.5% to $5.9 million compared to $5.6 million for the same period last year. Net operating revenue decreased 2.8% from the comparable period in 2007 to $37.3 million and operating income decreased 12% to $7.8 million. Net income decreased $350 thousand to $3.5 million ($.17 per fully diluted share) for the quarter ended June 30, 2008 compared to $3.8 million ($.19 per fully diluted share) for the comparable period in 2007. For the same period, station operating expense increased $230 thousand to $27.3 million (station operating expense includes depreciation and amortization attributable to the stations). On a same station basis for the quarter, net operating revenue decreased 3.8% to $37.0 million, operating income decreased 13.3% to $7.6 million and station operating expense was approximately flat with last year at $27.0 million.

For the six month period ended June 30, 2008, free cash flow increased 17.2% to $7.6 million. Net operating revenue decreased 2.0% from the comparable period in 2007 to $68.9 million and operating income decreased 8.6% to $11.3 million and net income decreased $180 thousand to $4.4 million ($.22 per fully diluted share) compared to $4.6 million ($.23 per fully diluted share) for the comparable period in 2007. For the same period, station operating expense decreased $344 thousand to approximately $52.7 million (station operating expense includes depreciation and amortization attributable to the stations). On a same station basis for the six months, net operating revenue decreased 3.0% to $68.2 million, operating income decreased 10.1% to $11.1 million and station operating expense decreased $827 thousand to $52.2 million.

Capital expenditures in the second quarter of 2008 were $1.5 million of which $60 thousand were as a result of acquisitions. For the six months, capital expenditures were $3.5 million of which $330 thousand were as a result of acquisitions and $150 thousand were related to digital radio. Currently we expect capital expenditures for the year to be approximately $9.0 million.

During the quarter ended June 30, 2008, the Company bought back 297,249 shares of stock for a total purchase price of $1.6 million. For the 6 month period ended June 30, 2008 the Company bought back 536,362 shares for a total purchase price of $3.0 million. Since inception of the program and through July 31, 2008, the Company has bought back 2,645,235 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 second quarter 2008 results conference call will be on Tuesday, August 5, 2008 at 2:00 PM EDT. The dial in number for domestic calls is 877/209-0397. For international callers the number is 612/332-0923. The call can be replayed for 7 days by calling domestically 800/475-6701 or internationally 320/365-3844 and referring to access code 931199. 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 August 5, 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 and Six Months Ended
June 30, 2008 and 2007
(amounts in 000’s except per share data)
(Unaudited)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2008				2007				2008				2007
Operating Results
Net operating revenue		$	37,342			$	38,421			$	68,874			$	70,304
Station operating expense			27,246				27,016				52,667				53,011
Corporate general and administrative			2,574				2,606				5,126				4,922
Gain on asset exchange			(224	)			—				(224	)			—
Operating income			7,746				8,799				11,305				12,371
Interest expense			1,876				2,281				3,871				4,578
Other expense, net			7				47				27				82
Income before income tax			5,863				6,471				7,407				7,711
Income tax expense			2,403				2,661				3,037				3,161
Net income		$	3,460			$	3,810			$	4,370			$	4,550
Earnings per share
Basic		$	0.17			$	0.19			$	0.22			$	0.23
Diluted		$	0.17			$	0.19			$	0.22			$	0.23
Weighted average common shares			19,800				20,083				19,931				20,066
Weighted average common shares and common shares equivalents			19,803				20,113				19,937				20,101
Free Cash Flow
Net income		$	3,460			$	3,810			$	4,370			$	4,550
Plus: Depreciation and amortization:
Station			2,196				1,939				4,153				3,834
Corporate			53				51				106				98
Deferred tax provision			1,524				1,557				1,926				1,827
Non-cash compensation			354				329				720				615
Gain on asset exchange			(224	)			—				(224	)			—
Other expense, net			7				47				27				82
Less: Capital expenditures			(1,479	)			(2,149	)			(3,525	)			(4,563	)
Free cash flow		$	5,891			$	5,584			$	7,553			$	6,443
Balance Sheet Data
Working capital										$	22,936			$	20,886
Net fixed assets											75,846				74,308
Net intangible assets and other assets											228,975				213,427
Total assets											344,392				325,668
Long term debt (including current portion of $1,061 and $0, respectively)											134,411				129,911
Stockholders’ equity											151,381				141,761

Saga Communications, Inc.
Selected Supplemental Financial Data
For The Three Months Ended
June 30, 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
		June 30,								June 30,								June 30,
		2008				2007				2008				2007				2008				2007
Consolidated
Net operating revenue		$	37,342			$	38,421			$	36,969			$	38,421			$	37,342			$	38,752
Station operating expense			27,246				27,016				26,991				27,016				27,246				27,284
Corporate general and administrative			2,574				2,606				2,574				2,606				2,574				2,606
Gain on asset exchange			(224	)			—				(224	)			—				(224	)			—
Operating income			7,746				8,799			$	7,628			$	8,799				7,746				8,862
Interest expense			1,876				2,281												1,876				2,281
Other expense, net			7				47												7				47
Income tax expense			2,403				2,661												2,403				2,686
Net income		$	3,460			$	3,810											$	3,460			$	3,848
Earnings per share:
Basic		$	0.17			$	0.19											$	0.17			$	0.19
Diluted		$	0.17			$	0.19											$	0.17			$	0.19

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		June 30,								June 30,								June 30,
		2008				2007				2008				2007				2008				2007
Radio Segment
Net operating revenue		$	32,629			$	33,843			$	32,256			$	33,843			$	32,629			$	34,174
Station operating expense			23,398				23,455				23,143				23,455				23,398				23,723
Operating income		$	9,231			$	10,388			$	9,113			$	10,388			$	9,231			$	10,451

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		June 30,								June 30,								June 30,
		2008				2007				2008				2007				2008				2007
Television Segment
Net operating revenue		$	4,713			$	4,578			$	4,713			$	4,578			$	4,713			$	4,578
Station operating expense			3,848				3,561				3,848				3,561				3,848				3,561
Gain on asset exchange			(224	)			—				(224	)			—				(224	)			—
Operating income		$	1,089			$	1,017			$	1,089			$	1,017			$	1,089			$	1,017

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		June 30,								June 30,								June 30,
		2008				2007				2008				2007				2008				2007
Depreciation and amortization by segment
Radio Segment		$	1,591			$	1,539			$	1,562			$	1,539			$	1,591			$	1,599
Television Segment			605				400				605				400				605				400
Corporate and Other			53				51				53				51				53				51
		$	2,249			$	1,990			$	2,220			$	1,990			$	2,249			$	2,050

Saga Communications, Inc.
Selected Supplemental Financial Data
For The Six Months Ended
June 30, 2008 and 2007
(amounts in 000’s except per share data)
(Unaudited)

		As-Reported								Same Station								Pro Forma (1)
		Six Months Ended								Six Months Ended								Six Months Ended
		June 30,								June 30,								June 30,
		2008				2007				2008				2007				2008				2007
Consolidated
Net operating revenue		$	68,874			$	70,304			$	68,202			$	70,304			$	68,874			$	70,945
Station operating expense			52,667				53,011				52,184				53,011				52,667				53,568
Corporate general and administrative			5,126				4,922				5,126				4,922				5,126				4,922
Gain on asset exchange			(224	)			—				(224	)			—				(224	)			—
Operating income			11,305				12,371			$	11,116			$	12,371				11,305				12,455
Interest expense			3,871				4,578												3,871				4,578
Other expense, net			27				82												27				82
Income tax expense			3,037				3,161												3,037				3,195
Net income		$	4,370			$	4,550											$	4,370			$	4,600
Earnings per share:
Basic		$	0.22			$	0.23											$	0.22			$	0.23
Diluted		$	0.22			$	0.23											$	0.22			$	0.23

		As-Reported								Same Station								Pro Forma (1)
		Six Months Ended								Six Months Ended								Six Months Ended
		June 30,								June 30,								June 30,
		2008				2007				2008				2007				2008				2007
Radio Segment
Net operating revenue		$	60,010			$	61,736			$	59,338			$	61,736			$	60,010			$	62,377
Station operating expense			45,311				45,968				44,828				45,968				45,311				46,525
Operating income		$	14,699			$	15,768			$	14,510			$	15,768			$	14,699			$	15,852

		As-Reported								Same Station								Pro Forma (1)
		Six Months Ended								Six Months Ended								Six Months Ended
		June 30,								June 30,								June 30,
		2008				2007				2008				2007				2008				2007
Television Segment
Net operating revenue		$	8,864			$	8,568			$	8,864			$	8,568			$	8,864			$	8,568
Station operating expense			7,356				7,043				7,356				7,043				7,356				7,043
Gain on asset exchange			(224	)			—				(224	)			—				(224	)			—
Operating income		$	1,732			$	1,525			$	1,732			$	1,525			$	1,732			$	1,525

		As-Reported								Same Station								Pro Forma (1)
		Six Months Ended								Six Months Ended								Six Months Ended
		June 30,								June 30,								June 30,
		2008				2007				2008				2007				2008				2007
Depreciation and amortization by segment
Radio Segment		$	3,153			$	3,045			$	3,096			$	3,045			$	3,153			$	3,165
Television Segment			1,000				789				1,000				789				1,000				789
Corporate and Other			106				98				106				98				106				98
		$	4,259			$	3,932			$	4,202			$	3,932			$	4,259			$	4,052

Saga Communications, Inc.
Selected Supplemental Financial Data
Quarterly Proforma Information
June 30, 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				2008				2007				2007				2007
Consolidated
Net operating revenue		$	31,532			$	32,193			$	37,342			$	38,752			$	36,500			$	37,537
Station operating expense			25,421				26,284				27,246				27,284				26,239				27,352
Corporate general and administrative			2,552				2,316				2,574				2,606				2,272				2,606
Gain on asset exchange			—				—				(224	)			—				—				—
Operating income			3,559				3,593				7,746				8,862				7,989				7,579
Interest expense			1,995				2,297				1,876				2,281				2,283				2,093
Other expense, net			20				35				7				47				60				131
Income tax expense			634				509				2,403				2,686				2,315				2,222
Net income		$	910			$	752			$	3,460			$	3,848			$	3,331			$	3,133
Earnings per share:
Basic		$	0.05			$	0.04			$	0.17			$	0.19			$	0.17			$	0.16
Diluted		$	0.05			$	0.04			$	0.17			$	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				2008				2007				2007				2007
Radio Segment
Net operating revenue		$	27,381			$	28,203			$	32,629			$	34,174			$	32,186			$	32,992
Station operating expense			21,913				22,802				23,398				23,723				22,756				23,738
Operating income		$	5,468			$	5,401			$	9,231			$	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				2008				2007				2007				2007
Television Segment
Net operating revenue		$	4,151			$	3,990			$	4,713			$	4,578			$	4,314			$	4,545
Station operating expense			3,508				3,482				3,848				3,561				3,483				3,614
Gain on asset exchange			—				—				(224	)			—				—				—
Operating income		$	643			$	508			$	1,089			$	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				2008				2007				2007				2007
Depreciation and amortization by segment
Radio Segment		$	1,562			$	1,566			$	1,591			$	1,599			$	1,660			$	1,723
Television Segment			395				389				605				400				405				425
Corporate and Other			53				47				53				51				48				58
		$	2,010			$	2,002			$	2,249			$	2,050			$	2,113			$	2,206

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Three Months Ended
June 30, 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
		June 30,				Entire Comparable				June 30,				June 30,				Entire Comparable				June 30,
		2008				Period				2008				2007				Period				2007
Consolidated
Net operating revenue		$	37,342			$	(373	)		$	36,969			$	38,421				—			$	38,421
Station operating expense			27,246				(255	)			26,991				27,016				—				27,016
Corporate general and administrative			2,574				—				2,574				2,606				—				2,606
Gain on asset exchange			(224	)			—				(224	)			—				—				—
Operating income		$	7,746			$	(118	)		$	7,628			$	8,799				—			$	8,799

						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
		June 30,				Entire Comparable				June 30,				June 30,				Entire Comparable				June 30,
		2008				Period				2008				2007				Period				2007
Radio Segment
Net operating revenue		$	32,629			$	(373	)		$	32,256			$	33,843				—			$	33,843
Station operating expense			23,398				(255	)			23,143				23,455				—				23,455
Operating income		$	9,231			$	(118	)		$	9,113			$	10,388				—			$	10,388

						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
		June 30,				Entire Comparable				June 30,				June 30,				Entire Comparable				June 30,
		2008				Period				2008				2007				Period				2007
Television Segment
Net operating revenue		$	4,713				—			$	4,713			$	4,578				—			$	4,578
Station operating expense			3,848				—				3,848				3,561				—				3,561
Gain on asset exchange			(224	)			—				(224	)			—				—				—
Operating income		$	1,089				—			$	1,089			$	1,017				—			$	1,017

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Six Months Ended
June 30, 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
		Six Months				and Dispositions				Six Months				Six Months				and Dispositions				Six Months
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		June 30,				Entire Comparable				June 30,				June 30,				Entire Comparable				June 30,
		2008				Period				2008				2007				Period				2007
Consolidated
Net operating revenue		$	68,874			$	(672	)		$	68,202			$	70,304				—			$	70,304
Station operating expense			52,667				(483	)			52,184				53,011				—				53,011
Corporate general and administrative			5,126				—				5,126				4,922				—				4,922
Gain on asset exchange			(224	)			—				(224	)			—				—				—
Operating income		$	11,305			$	(189	)		$	11,116			$	12,371				—			$	12,371

						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
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		June 30,				Entire Comparable				June 30,				June 30,				Entire Comparable				June 30,
		2008				Period				2008				2007				Period				2007
Radio Segment
Net operating revenue		$	60,010			$	(672	)		$	59,338			$	61,736				—			$	61,736
Station operating expense			45,311				(483	)			44,828				45,968				—				45,968
Operating income		$	14,699			$	(189	)		$	14,510			$	15,768				—			$	15,768

						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
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		June 30,				Entire Comparable				June 30,				June 30,				Entire Comparable				June 30,
		2008				Period				2008				2007				Period				2007
Television Segment
Net operating revenue		$	8,864				—			$	8,864			$	8,568				—			$	8,568
Station operating expense			7,356				—				7,356				7,043				—				7,043
Gain on asset exchange			(224	)			—				(224	)			—				—				—
Operating income		$	1,732				—			$	1,732			$	1,525				—			$	1,525