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 May 7, 2009, Saga Communications, Inc. issued a press release announcing its financial results for the three months ended March 31, 2009. The press release, dated May 7, 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 May 7, 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 May 7, 2009.

Exhibit 99.1

Saga Communications, Inc.
Reports 1st Quarter 2009 Results

Contact:
Samuel D. Bush
313/886-7070

Grosse Pointe Farms, MI – May 7, 2009 – Saga Communications, Inc. (NYSE Amex-SGA) today reported net operating revenue for the quarter ended March 31, 2009 decreased 17.2% to $26.1 million. Station operating expense (station operating expense includes depreciation and amortization attributable to the stations) decreased 5.8% to $23.9 million for the same period. Free cash flow decreased to $939 thousand for the quarter and the net loss for the quarter was $362 thousand ($.09 per fully diluted share). On a same station basis for the year, net operating revenue decreased 17.7% to $25.9 million and station operating expense decreased 6.4% to $23.8 million.

Gross political revenue was $38 thousand for the quarter ended March 31, 2009 compared to $651 thousand for the same period last year.

Capital expenditures in the first quarter of 2009 were $1.1 million compared to $2.1 million for the first quarter of 2008. For the 2008 fiscal year, total capital expenditures were $7.1 million. The Company currently expects to spend approximately $3.5 million for capital expenditures during 2009.

All share and per share information has been adjusted for the Company’s January 28, 2009 1-for-4 reverse stock split.

Saga’s first quarter 2009 results conference call will be on Thursday, May 7, 2009 at 2:00PM EDT. The dial in number for domestic calls is 800/762-6568. For international callers the number is 480/248-5088. The call can be replayed for 7 days by calling domestically 800/475-6701 or internationally 320/365-3844 and referring to access code 996702. 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 7, 2009 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.

The attached Selected Supplemental Financial Data table discloses “as reported” and “same station” 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.

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 Months Ended
March 31, 2009 and 2008
(amounts in 000’s except per share data)
(Unaudited)

		Three Months Ended
		March 31,
		2009				2008
Operating Results
Net operating revenue		$	26,124			$	31,532
Station operating expense			23,940				25,421
Corporate general and administrative			2,067				2,552
Operating income			117				3,559
Interest expense			773				1,995
Other expense (income), net			(4	)			20
Income (loss) before income tax			(652	)			1,544
Income tax expense (benefit)			(290	)			634
Net income (loss)		$	(362	)		$	910
Earnings (loss) per share
Basic		$	(0.09	)		$	0.18
Diluted		$	(0.09	)		$	0.18
Weighted average common shares			4,161				5,020
Weighted average common shares and common shares equivalents			4,161				5,022
Free Cash Flow
Net income (loss)		$	(362	)		$	910
Plus: Depreciation and amortization:
Station			2,197				1,957
Corporate			61				53
Deferred tax provision (benefit)			(215	)			402
Non-cash compensation			327				366
Other expense (income), net			(4	)			20
Less: Capital expenditures			(1,065	)			(2,046	)
Free cash flow		$	939			$	1,662
Balance Sheet Data
Working capital		$	16,304			$	18,838
Net fixed assets			72,210				76,358
Net intangible assets and other assets			113,915				228,981
Total assets			216,847				338,455
Long term debt (including current portion of $2,350 and $1,061, respectively)			133,411				134,411
Stockholders’ equity			65,233				149,168

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Three Months Ended
March 31, 2009 and 2008
(amounts in 000’s except per share data)
(Unaudited)

		As-Reported								Same Station
		Three Months Ended								Three Months Ended
		March 31,								March 31,
		2009				2008				2009				2008
Consolidated
Net operating revenue		$	26,124			$	31,532			$	25,940			$	31,532
Station operating expense			23,940				25,421				23,795				25,421
Corporate general and administrative			2,067				2,552				2,067				2,552
Operating income			117				3,559			$	78			$	3,559
Interest expense			773				1,995
Other expense (income), net			(4	)			20
Income tax expense (benefit)			(290	)			634
Net income (loss)		$	(362	)		$	910
Earnings (loss) per share:
Basic		$	(0.09	)		$	0.18
Diluted		$	(0.09	)		$	0.18

		As-Reported								Same Station
		Three Months Ended								Three Months Ended
		March 31,								March 31,
		2009				2008				2009				2008
Radio Segment
Net operating revenue		$	22,697			$	27,381			$	22,513			$	27,381
Station operating expense			20,317				21,913				20,172				21,913
Operating income		$	2,380			$	5,468			$	2,341			$	5,468

		As-Reported								Same Station
		Three Months Ended								Three Months Ended
		March 31,								March 31,
		2009				2008				2009				2008
Television Segment
Net operating revenue		$	3,427			$	4,151			$	3,427			$	4,151
Station operating expense			3,623				3,508				3,623				3,508
Operating income (loss)		$	(196	)		$	643			$	(196	)		$	643

		As-Reported								Same Station
		Three Months Ended								Three Months Ended
		March 31,								March 31,
		2009				2008				2009				2008
Depreciation and amortization by segment
Radio Segment		$	1,531			$	1,562			$	1,525			$	1,562
Television Segment			666				395				666				395
Corporate and Other			61				53				61				53
		$	2,258			$	2,010			$	2,252			$	2,010

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Three Months Ended
March 31, 2009 and 2008
(amounts in 000’s)
(Unaudited)

Reconciliation of As-Reported (historical) information to Same Station Operating Income (Loss)

						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,
		2009				Period				2009				2008				Period				2008
Consolidated
Net operating revenue		$	26,124			$	(184	)		$	25,940			$	31,532				—			$	31,532
Station operating expense			23,940				(145	)			23,795				25,421				—				25,421
Corporate general and administrative			2,067				—				2,067				2,552				—				2,552
Operating income		$	117			$	(39	)		$	78			$	3,559				—			$	3,559

						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,
		2009				Period				2009				2008				Period				2008
Radio Segment
Net operating revenue		$	22,697			$	(184	)		$	22,513			$	27,381				—			$	27,381
Station operating expense			20,317				(145	)			20,172				21,913				—				21,913
Operating income		$	2,380			$	(39	)		$	2,341			$	5,468				—			$	5,468

						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,
		2009				Period				2009				2008				Period				2008
Television Segment
Net operating revenue		$	3,427				—			$	3,427			$	4,151				—			$	4,151
Station operating expense			3,623				—				3,623				3,508				—				3,508
Operating income (loss)		$	(196	)			—			$	(196	)		$	643				—			$	643