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 (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 March 10, 2009, Saga Communications, Inc. issued a press release announcing its preliminary operating results for the fourth quarter and year ended December 31, 2008. The press release, dated March 10, 2009, 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 March 10, 2009.

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 March 10, 2009.

Exhibit 99.1

Saga Communications, Inc.
Reports Preliminary 4^th Quarter and Year End 2008 Results
and Intent to File Notification of Late Filing for Form 10-K

Contact:
Samuel D. Bush
313/886-7070

Grosse Pointe Farms, MI – March 10, 2009 – Saga Communications, Inc. (NYSE Alternext US-SGA) today reported free cash flow increased 17.3% to $18.9 million for the year. Net operating revenue for the year ended December 31, 2008 decreased 2.8% over the comparable period in 2007 to $140.0 million. Station operating expense decreased 0.5% to $105.8 million (station operating expense includes depreciation and amortization attributable to the stations) and operating income (excluding non-cash impairment charge) decreased 11.6% to $24.7 million. On a same station basis for the year, net operating revenue decreased 3.5% to $138.6 million, operating income (excluding non-cash impairment charge) decreased 12.6% to $24.3 million and station operating expense decreased 1.2% to $104.8 million.

For the quarter ended December 31, 2008 free cash flow increased 42.0% to $5.9 million for the quarter. Net operating revenue decreased 7.0% from the comparable period in 2007 to $35.0 million. Station operating expense decreased 2.8% to $26.6 million (station operating expense includes depreciation and amortization attributable to the stations) and operating income (excluding non-cash impairment charge) decreased 21.2% to $6.0 million. On a same station basis for the quarter, net operating revenue decreased 7.2% to $34.7 million, operating income (excluding non-cash impairment charge) decreased 21.0% to $6.0 million and station operating expense decreased 3.1% to $26.4 million.

The Company has not finalized the fourth quarter non-cash impairment charge and its related tax impact (which could be significant) and therefore is not releasing net income (loss) or earnings (loss) per basic and diluted share at this time. The Company has also not included the non-cash impairment charge and its related tax impact in the attached unaudited financial information. Based on a combination of factors, including the current economic environment, the Company’s operating results and current market valuation, the Company has concluded that it is likely that the value of certain intangible assets will

be reduced below their current carrying value. The Company is continuing to conduct their required impairment analysis to determine the amount of the non-cash impairment charge. As a result of its ongoing impairment analysis, the Company expects to be filing a Notification of Late Filing in accordance with Rule 12b-25 of the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission (the “SEC”) for its Annual Report on Form 10-K for the fiscal year ended December 31, 2008. The Company will file its Annual Report on Form 10-K, which will include the results of finalizing the non-cash impairment charge and its related tax impact, with the SEC on March 31, 2009.

This press release supersedes the Company’s previously announced plans for issuing a press release and holding a conference call on March 11, 2009.

Capital expenditures in the fourth quarter of 2008 were $2.0 million. For the 2008 fiscal year total capital expenditures were $7.1 million. This compares to $3.7 million and $9.9 million for the same respective periods last year.

During the year ended December 31, 2008, the Company bought back 899,601 shares of stock for a total purchase price of $19.2 million. For the three month period ended December 31, 2008 the Company bought back 378,412 shares for a total purchase price of $7.4 million. The share repurchase numbers have been adjusted for the Company’s January 29, 2009 1 for 4 reverse stock split.

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.

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

		Three Months Ended								Twelve Months Ended
		December 31,								December 31,
		2008				2007				2008				2007
Operating Results
Net operating revenue		$	34,890			$	37,501			$	139,956			$	144,023
Station operating expense			26,550				27,316				105,805				106,302
Corporate general and administrative			2,368				2,606				9,979				9,800
Gain on asset exchange			—				—				(506	)			—
Operating income before impairment charge			5,972				7,579				24,678				27,921
Interest expense			1,413				2,093				7,173				8,954
Other expense, net			49				131				76				273
Income before income tax and impairment charge		$	4,510			$	5,355			$	17,429			$	18,694
Weighted average common shares			4,249				5,030				4,734				5,023
Weighted average common shares and common shares equivalents			4,249				5,033				4,734				5,029
Free Cash Flow
Income before income tax and impairment charge		$	4,510			$	5,355			$	17,429			$	18,694
Plus: Depreciation and amortization:
Station			2,348				2,135				8,739				7,982
Corporate			62				58				222				204
Non-cash compensation			374				375				1,433				1,366
Gain on asset exchange			—				—				(506	)			—
Other expense, net			49				131				76				273
Less: Capital expenditures			(1,993	)			(3,672	)			(7,127	)			(9,852	)
Current taxes			529				(239	)			(1,357	)			(2,546	)
Free cash flow		$	5,879			$	4,143			$	18,909			$	16,121

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Three Months Ended
December 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
		December 31,								December 31,								December 31,
		2008				2007				2008				2007				2008				2007
Consolidated
Net operating revenue		$	34,890			$	37,501			$	34,746			$	37,429			$	34,890			$	37,537
Station operating expense			26,550				27,316				26,388				27,244				26,550				27,352
Corporate general and administrative			2,368				2,606				2,368				2,606				2,368				2,606
Operating income before impairment charge			5,972				7,579			$	5,990			$	7,579				5,972				7,579
Interest expense			1,413				2,093												1,413				2,093
Other expense, net			49				131												49				131
Income before income tax and impairment charge		$	4,510			$	5,355											$	4,510			$	5,355
		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		December 31,								December 31,								December 31,
		2008				2007				2008				2007				2008				2007
Radio Segment
Net operating revenue		$	29,756			$	32,956			$	29,612			$	32,884			$	29,756			$	32,992
Station operating expense			22,513				23,702				22,351				23,630				22,513				23,738
Operating income before impairment charge		$	7,243			$	9,254			$	7,261			$	9,254			$	7,243			$	9,254
		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		December 31,								December 31,								December 31,
		2008				2007				2008				2007				2008				2007
Television Segment
Net operating revenue		$	5,134			$	4,545			$	5,134			$	4,545			$	5,134			$	4,545
Station operating expense			4,037				3,614				4,037				3,614				4,037				3,614
Operating income before impairment charge		$	1,097			$	931			$	1,097			$	931			$	1,097			$	931
		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		December 31,								December 31,								December 31,
		2008				2007				2008				2007				2008				2007
Depreciation and amortization by segment
Radio Segment		$	1,676			$	1,710			$	1,676			$	1,685			$	1,676			$	1,723
Television Segment			672				425				672				425				672				425
Corporate and Other			62				58				62				58				62				58
		$	2,410			$	2,193			$	2,410			$	2,168			$	2,410			$	2,206

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

		As-Reported								Same Station								Pro Forma (1)
		Twelve Months Ended								Twelve Months Ended								Twelve Months Ended
		December 31,								December 31,								December 31,
		2008				2007				2008				2007				2008				2007
Consolidated
Net operating revenue		$	139,956			$	144,023			$	138,601			$	143,684			$	139,956			$	144,982
Station operating expense			105,805				106,302				104,782				106,039				105,805				107,159
Corporate general and administrative			9,979				9,800				9,979				9,800				9,979				9,800
Gain on asset exchange			(506	)			—				(506	)			—				(506	)			—
Operating income before impairment charge			24,678				27,921			$	24,346			$	27,845				24,678				28,023
Interest expense			7,173				8,954												7,173				8,954
Other expense, net			76				273												76				273
Income before income tax and impairment charge		$	17,429			$	18,694											$	17,429			$	18,796
		As-Reported								Same Station								Pro Forma (1)
		Twelve Months Ended								Twelve Months Ended								Twelve Months Ended
		December 31,								December 31,								December 31,
		2008				2007				2008				2007				2008				2007
Radio Segment
Net operating revenue		$	121,072			$	126,596			$	119,717			$	126,257			$	121,072			$	127,555
Station operating expense			90,540				92,162				89,517				91,899				90,540				93,019
Operating income before impairment charge		$	30,532			$	34,434			$	30,200			$	34,358			$	30,532			$	34,536
		As-Reported								Same Station								Pro Forma (1)
		Twelve Months Ended								Twelve Months Ended								Twelve Months Ended
		December 31,								December 31,								December 31,
		2008				2007				2008				2007				2008				2007
Television Segment
Net operating revenue		$	18,884			$	17,427			$	18,884			$	17,427			$	18,884			$	17,427
Station operating expense			15,265				14,140				15,265				14,140				15,265				14,140
Gain on asset exchange			(506	)			—				(506	)			—				(506	)			—
Operating income before impairment charge		$	4,125			$	3,287			$	4,125			$	3,287			$	4,125			$	3,287
		As-Reported								Same Station								Pro Forma (1)
		Twelve Months Ended								Twelve Months Ended								Twelve Months Ended
		December 31,								December 31,								December 31,
		2008				2007				2008				2007				2008				2007
Depreciation and amortization by segment
Radio Segment		$	6,446			$	6,363			$	6,372			$	6,299			$	6,446			$	6,548
Television Segment			2,293				1,619				2,293				1,619				2,293				1,619
Corporate and Other			222				204				222				204				222				204
		$	8,961			$	8,186			$	8,887			$	8,122			$	8,961			$	8,371

Saga Communications, Inc.
Selected Supplemental Financial Data
Quarterly Proforma Information
December 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				2008				2007				2008				2007				2008				2007
Consolidated
Net operating revenue		$	31,532			$	32,193			$	37,342			$	38,752			$	36,192			$	36,500			$	34,890			$	37,537
Station operating expense			25,421				26,284				27,246				27,284				26,588				26,239				26,550				27,352
Corporate general and administrative			2,552				2,316				2,574				2,606				2,485				2,272				2,368				2,606
Gain on asset exchange			—				—				(224	)			—				(282	)			—				—				—
Operating income before impairment charge			3,559				3,593				7,746				8,862				7,401				7,989				5,972				7,579
Interest expense			1,995				2,297				1,876				2,281				1,889				2,283				1,413				2,093
Other expense, net			20				35				7				47				—				60				49				131
Income before income tax and impairment charge		$	1,544			$	1,261			$	5,863			$	6,534			$	5,512			$	5,646			$	4,510			$	5,355
		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				2008				2007				2008				2007
Radio Segment
Net operating revenue		$	27,381			$	28,203			$	32,629			$	34,174			$	31,306			$	32,186			$	29,756			$	32,992
Station operating expense			21,913				22,802				23,398				23,723				22,717				22,756				22,513				23,738
Operating income before impairment charge		$	5,468			$	5,401			$	9,231			$	10,451			$	8,589			$	9,430			$	7,243			$	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				2008				2007				2008				2007
Television Segment
Net operating revenue		$	4,151			$	3,990			$	4,713			$	4,578			$	4,886			$	4,314			$	5,134			$	4,545
Station operating expense			3,508				3,482				3,848				3,561				3,871				3,483				4,037				3,614
Gain on asset exchange			—				—				(224	)			—				(282	)			—				—				—
Operating income before impairment charge		$	643			$	508			$	1,089			$	1,017			$	1,297			$	831			$	1,097			$	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				2008				2007				2008				2007
Depreciation and amortization by segment
Radio Segment		$	1,562			$	1,566			$	1,591			$	1,599			$	1,618			$	1,660			$	1,676			$	1,723
Television Segment			395				389				605				400				620				405				672				425
Corporate and Other			53				47				53				51				54				48				62				58
		$	2,010			$	2,002			$	2,249			$	2,050			$	2,292			$	2,113			$	2,410			$	2,206

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Three Months Ended
December 31, 2008 and 2007
(amounts in 000’s)
(Unaudited)

Reconciliation of As-Reported (historical) information to Same Station Operating Income Before Impairment Charge

						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
		December 31,				Entire Comparable				December 31,				December 31,				Entire Comparable				December 31,
		2008				Period				2008				2007				Period				2007
Consolidated
Net operating revenue		$	34,890			$	(144	)		$	34,746			$	37,501			$	(72	)		$	37,429
Station operating expense			26,550				(162	)			26,388				27,316				(72	)			27,244
Corporate general and administrative			2,368				—				2,368				2,606				—				2,606
Operating income before impairment charge		$	5,972			$	18			$	5,990			$	7,579				—			$	7,579

						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
		December 31,				Entire Comparable				December 31,				December 31,				Entire Comparable				December 31,
		2008				Period				2008				2007				Period				2007
Radio Segment
Net operating revenue		$	29,756			$	(144	)		$	29,612			$	32,956			$	(72	)		$	32,884
Station operating expense			22,513				(162	)			22,351				23,702				(72	)			23,630
Operating income before impairment charge		$	7,243			$	18			$	7,261			$	9,254				—			$	9,254

						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
		December 31,				Entire Comparable				December 31,				December 31,				Entire Comparable				December 31,
		2008				Period				2008				2007				Period				2007
Television Segment
Net operating revenue		$	5,134				—			$	5,134			$	4,545				—			$	4,545
Station operating expense			4,037				—				4,037				3,614				—				3,614
Operating income before impairment charge		$	1,097				—			$	1,097			$	931				—			$	931

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Twelve Months Ended
December 31, 2008 and 2007
(amounts in 000’s)
(Unaudited)

Reconciliation of As-Reported (historical) information to Same Station Operating Income Before Impairment Charge

						Adjustment												Adjustment
		As-Reported				For Acquisitions				Same Station				As-Reported				For Acquisitions				Same Station
		Twelve Months				and Dispositions				Twelve Months				Twelve Months				and Dispositions				Twelve Months
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		December 31,				Entire Comparable				December 31,				December 31,				Entire Comparable				December 31,
		2008				Period				2008				2007				Period				2007
Consolidated
Net operating revenue		$	139,956			$	(1,355	)		$	138,601			$	144,023			$	(339	)		$	143,684
Station operating expense			105,805				(1,023	)			104,782				106,302				(263	)			106,039
Corporate general and administrative			9,979				—				9,979				9,800				—				9,800
Gain on asset exchange			(506	)			—				(506	)			—				—				—
Operating income before impairment charge		$	24,678			$	(332	)		$	24,346			$	27,921			$	(76	)		$	27,845

						Adjustment												Adjustment
		As-Reported				For Acquisitions				Same Station				As-Reported				For Acquisitions				Same Station
		Twelve Months				and Dispositions				Twelve Months				Twelve Months				and Dispositions				Twelve Months
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		December 31,				Entire Comparable				December 31,				December 31,				Entire Comparable				December 31,
		2008				Period				2008				2007				Period				2007
Radio Segment
Net operating revenue		$	121,072			$	(1,355	)		$	119,717			$	126,596			$	(339	)		$	126,257
Station operating expense			90,540				(1,023	)			89,517				92,162				(263	)			91,899
Operating income before impairment charge		$	30,532			$	(332	)		$	30,200			$	34,434			$	(76	)		$	34,358

						Adjustment												Adjustment
		As-Reported				For Acquisitions				Same Station				As-Reported				For Acquisitions				Same Station
		Twelve Months				and Dispositions				Twelve Months				Twelve Months				and Dispositions				Twelve Months
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		December 31,				Entire Comparable				December 31,				December 31,				Entire Comparable				December 31,
		2008				Period				2008				2007				Period				2007
Television Segment
Net operating revenue		$	18,884				—			$	18,884			$	17,427				—			$	17,427
Station operating expense			15,265				—				15,265				14,140				—				14,140
Gain on asset exchange			(506	)			—				(506	)			—				—				—
Operating income before impairment charge		$	4,125				—			$	4,125			$	3,287				—			$	3,287