8-K

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): November 1, 2005

SAGA COMMUNICATIONS, INC.

(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))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
INDEX OF EXHIBITS
Ex-99.1 Press Release dated November 1, 2005

Item 2.02. Results of Operations and Financial Condition.

     On November 1, 2005, Saga Communications, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2005. The press release, dated November 1, 2005, 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 November 1, 2005.

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.

	SAGA COMMUNICATIONS, INC.
Dated: November 1, 2005	By:	/s/Samuel D. Bush
		Samuel D. Bush
		Senior Vice President, Chief Financial Officer and Treasurer

INDEX OF EXHIBITS

Exhibit No.		Description
	99.1	Press Release dated November 1, 2005.

EX-99.1

Exhibit 99.1

Saga Communications, Inc.
Reports 3rd Quarter 2005 Results

Contact:
Samuel D. Bush
313/886-7070

Grosse Pointe Farms, MI – November 1, 2005 – Saga Communications, Inc. (NYSE-SGA) today reported that 3rd quarter 2005 net operating revenue increased 5.0% over the comparable period in 2004 to approximately $36.0 million and operating income decreased 5.0% to approximately $7.9 million. Net income decreased approximately $878 thousand to approximately $3.4 million ($.17 per fully diluted share) for the quarter ended September 30, 2005 compared to $4.3 million ($.20 per fully diluted share) for the comparable period in 2004. Approximately 70% of the reduction in net income for the quarter was due to increased interest expense which net of taxes, was approximately $613 thousand. For the same period, station operating expense increased 8.8% to approximately $26.1 million (station operating expense includes depreciation and amortization attributable to the stations). On a same station basis for the quarter, net operating revenue was approximately even at $34.1 million. This includes overcoming a $955 thousand reduction in gross political revenue for the period. Operating income decreased 8.0% to $7.7 million and station operating expense increased 2.0% to $24.5 million on a same station basis.

For the nine month period ended September 30, 2005, net operating revenue increased 6.9% over the comparable period in 2004 to approximately $105.4 million, operating income decreased 3.9% to approximately $21.8 million and net income was approximately $8.7 million ($.42 per fully diluted share) compared to $11.7 million ($.55 per fully diluted share) for the comparable period in 2004. For the nine month period, 68% of the reduction in net income was due to an increase in interest expense of $1.3 million, net of taxes, along with the $767 thousand charge, net of taxes, for the disposition of the Victoria tower as reported in our 2^nd quarter earnings release and related documents. For the same period, station operating expense increased 10.8% to approximately $77.5 million (station operating expense includes depreciation and amortization attributable to the stations). On a same station basis for the nine months, net operating revenue increased 1.2% to approximately $97.6 million. This includes overcoming a $1.4 million reduction in gross political revenue for the period. Operating

income decreased 7.1% to $20.6 million and station operating expense increased 3.9% to $70.9 million on a same station basis.

Capital expenditures in the third quarter of 2005 were approximately $1.7million. Of that amount $116 thousand was attributable to acquisitions. Currently, we expect capital expenditures for the year to be approximately $10.5 million.

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 2005 and 2004 acquisitions and dispositions occurred as of January 1, 2004.

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 57 FM and 29 AM radio stations, 3 state radio networks, 2 farm radio networks, 5 television stations and 4 low-power television stations. As previously disclosed, Saga has entered into an agreement to acquire an FM station serving the Asheville, NC radio market. For additional information, contact us at (313) 886-7070 or visit our website at www.sagacommunications.com.

Saga’s third quarter 2005 results conference call will be on Tuesday, November 1 at 11:00 AM. The dial in number for domestic calls is 800/762-6067. For international callers the number is 480/629-9566. The call can be replayed for 7 days by calling domestically 800/475-6701 or internationally 320/365-3844 and referring to access code 799135. Thereafter, a transcript of the call will be available on our website.

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. 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 Nine Month Periods
Ended September 30, 2005 and 2004
(amounts in 000’s except per share data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2005			2004			2005			2004
Operating Results
Net operating revenue	$	35,961		$	34,262		$	105,345		$	98,562
Station operating expense		26,110			24,006			77,464			69,924
Corporate general and administrative		1,934			1,927			6,060			5,938
Operating income		7,917			8,329			21,821			22,700
Interest expense		2,082			1,036			5,511			3,216
Other (income) expense, net		(35	)		210			1,503			283
Income before income tax		5,870			7,083			14,807			19,201
Income tax expense		2,430			2,765			6,130			7,491
Net income	$	3,440		$	4,318		$	8,677		$	11,710
Earnings per share:
Basic	$	0.17		$	0.21		$	0.42		$	0.56
Diluted	$	0.17		$	0.20		$	0.42		$	0.55
Weighted average common shares		20,453			20,750			20,489			20,792
Weighted average common shares and common equivalents		20,631			21,116			20,726			21,227
Free Cash Flow
Net Income	$	3,440		$	4,318		$	8,677		$	11,710
Plus: Depreciation and amortization:
Station		2,258			1,783			6,491			5,176
Corporate		50			49			149			148
Deferred tax provision		2,045			1,135			3,635			3,074
Less: Capital expenditures		(1,666	)		(3,986	)		(9,054	)		(8,249	)
Free cash flow	$	6,127		$	3,299		$	9,898		$	11,859
Balance Sheet Data
Working capital							$	21,945		$	20,425
Net fixed assets								72,977			65,404
Net intangible and other assets								205,980			174,857
Total assets								322,547			275,847
Long term debt (including current portion of $8,061 and $0, respectively)								155,911			121,161
Stockholders’ equity								123,770			115,912

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Three Months Ended
September 30, 2005 and 2004
(amounts in 000’s except per share data)
(Unaudited)

	As-Reported					Same Station				Pro Forma (1)
Consolidated	Three Months Ended					Three Months Ended				Three Months Ended
	September 30,					September 30,				September 30,
	2005			2004		2005		2004		2005			2004
Net operating revenue	$	35,961		$	34,262	$	34,072	$	34,262	$	35,961		$	36,071
Station operating expense		26,110			24,006		24,473		24,006		26,110			25,506
Corporate general and administrative		1,934			1,927		1,934		1,927		1,934			1,927
Operating income		7,917			8,329	$	7,665	$	8,329		7,917			8,638
Interest expense		2,082			1,036						2,082			1,369
Other (income) expense, net		(35	)		210						(35	)		202
Income tax expense		2,430			2,765						2,430			2,759
Net income	$	3,440		$	4,318					$	3,440		$	4,308
Earnings per share:
Basic	$	0.17		$	0.21					$	0.17		$	0.20
Diluted	$	0.17		$	0.20					$	0.17		$	0.20

	As-Reported				Same Station				Pro Forma (1)
Radio Segment	Three Months Ended				Three Months Ended				Three Months Ended
	September 30,				September 30,				September 30,
	2005		2004		2005		2004		2005		2004
Net operating revenue	$	32,263	$	30,616	$	30,374	$	30,616	$	32,263	$	32,425
Station operating expense		22,728		20,781		21,091		20,781		22,728		22,281
Operating income	$	9,535	$	9,835	$	9,283	$	9,835	$	9,535	$	10,144

	As-Reported				Same Station				Pro Forma (1)
Television Segment	Three Months Ended				Three Months Ended				Three Months Ended
	September 30,				September 30,				September 30,
	2005		2004		2005		2004		2005		2004
Net operating revenue	$	3,698	$	3,646	$	3,698	$	3,646	$	3,698	$	3,646
Station operating expense		3,382		3,225		3,382		3,225		3,382		3,225
Operating income	$	316	$	421	$	316	$	421	$	316	$	421

	As-Reported				Same Station				Pro Forma (1)
	Three Months Ended				Three Months Ended				Three Months Ended
Depreciation and amortization	September 30,				September 30,				September 30,
by segment	2005		2004		2005		2004		2005		2004
Radio Segment	$	1,812	$	1,361	$	1,385	$	1,361	$	1,812	$	1,785
Television Segment		446		422		446		422		446		422
Corporate and Other		50		49		50		49		50		49
	$	2,308	$	1,832	$	1,881	$	1,832	$	2,308	$	2,256

(1) Pro Forma results assume all acquisitions and dispositions in 2004 and 2005 occurred as of January 1, 2004.

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Nine Months Ended
September 30, 2005 and 2004
(amounts in 000’s except per share data)
(Unaudited)

	As-Reported				Same Station				Pro Forma (1)
Consolidated	Nine Months Ended				Nine Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,
	2005		2004		2005		2004		2005		2004
Net operating revenue	$	105,345	$	98,562	$	97,553	$	96,367	$	106,358	$	104,698
Station operating expense		77,464		69,924		70,869		68,222		78,421		75,215
Corporate general and administrative		6,060		5,938		6,060		5,938		6,060		5,938
Operating income		21,821		22,700		20,624		22,207		21,877		23,545
Interest expense		5,511		3,216						5,731		4,215
Other expense, net		1,503		283						1,488		258
Income tax expense		6,130		7,491						6,073		7,449
Net income	$	8,677	$	11,710					$	8,585	$	11,623
Earnings per share:
Basic	$	0.42	$	0.56					$	0.42	$	0.55
Diluted	$	0.42	$	0.55					$	0.41	$	0.54

	As-Reported				Same Station				Pro Forma (1)
Radio Segment	Nine Months Ended				Nine Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,
	2005		2004		2005		2004		2005		2004
Net operating revenue	$	94,240	$	87,997	$	86,448	$	85,802	$	95,253	$	94,133
Station operating expense		67,453		60,399		60,858		58,697		68,410		65,690
Operating income	$	26,787	$	27,598	$	25,590	$	27,105	$	26,843	$	28,443

	As-Reported				Same Station				Pro Forma (1)
Television Segment	Nine Months Ended				Nine Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,
	2005		2004		2005		2004		2005		2004
Net operating revenue	$	11,105	$	10,565	$	11,105	$	10,565	$	11,105	$	10,565
Station operating expense		10,011		9,525		10,011		9,525		10,011		9,525
Operating income	$	1,094	$	1,040	$	1,094	$	1,040	$	1,094	$	1,040

	As-Reported				Same Station				Pro Forma (1)
	Nine Months Ended				Nine Months Ended				Nine Months Ended
Depreciation and amortization	September 30,				September 30,				September 30,
by segment	2005		2004		2005		2004		2005		2004
Radio Segment	$	5,181	$	3,913	$	4,020	$	3,804	$	5,411	$	5,315
Television Segment		1,310		1,263		1,310		1,263		1,310		1,263
Corporate and Other		149		148		149		148		149		148
	$	6,640	$	5,324	$	5,479	$	5,215	$	6,870	$	6,726

(1) Pro Forma results assume all acquisitions and dispositions in 2004 and 2005 occurred as of January 1, 2004.

Saga Communications, Inc.
Selected Supplemental Financial Data
Quarterly Proforma Information
As of September 30, 2005
(amounts in 000’s except per share data)
(Unaudited)

	Pro Forma (1)					Pro Forma (1)				Pro Forma (1)					Pro Forma (1)
Consolidated	Three Months Ended					Three Months Ended				Three Months Ended					Three Months Ended
	March 31,					June 30,				September 30,					December 31,
	2005		2004			2005		2004		2005			2004		2004
Net operating revenue	$	32,397	$	31,605		$	38,000	$	37,022	$	35,961		$	36,071	$	38,045
Station operating expense		25,281		24,308			27,030		25,401		26,110			25,506		26,526
Corporate general and administrative		1,778		1,732			2,348		2,279		1,934			1,927		2,405
Operating income		5,338		5,565			8,622		9,342		7,917			8,638		9,114
Interest expense		1,755		1,428			1,894		1,418		2,082			1,369		1,639
Other (income) expense, net		57		(1	)		1,466		57		(35	)		202		(259	)
Income tax expense		1,447		1,623			2,196		3,067		2,430			2,759		3,539
Net income	$	2,079	$	2,515		$	3,066	$	4,800	$	3,440		$	4,308	$	4,195
Earnings per share:
Basic	$	0.10	$	0.12		$	0.15	$	0.23	$	0.17		$	0.20	$	0.20
Diluted	$	0.10	$	0.12		$	0.15	$	0.22	$	0.17		$	0.20	$	0.20

	Pro Forma (1)				Pro Forma (1)				Pro Forma (1)				Pro Forma (1)
Radio Segment	Three Months Ended				Three Months Ended				Three Months Ended				Three Months Ended
	March 31,				June 30,				September 30,				December 31,
	2005		2004		2005		2004		2005		2004		2004
Net operating revenue	$	28,939	$	28,451	$	34,051	$	33,257	$	32,263	$	32,425	$	34,157
Station operating expense		21,992		21,272		23,690		22,137		22,728		22,281		23,190
Operating income	$	6,947	$	7,179	$	10,361	$	11,120	$	9,535	$	10,144	$	10,967

	Pro Forma (1)				Pro Forma (1)				Pro Forma (1)				Pro Forma (1)
Television Segment	Three Months Ended				Three Months Ended				Three Months Ended				Three Months Ended
	March 31,				June 30,				September 30,				December 31,
	2005		2004		2005		2004		2005		2004		2004
Net operating revenue	$	3,458	$	3,154	$	3,949	$	3,765	$	3,698	$	3,646	$	3,888
Station operating expense		3,289		3,036		3,340		3,264		3,382		3,225		3,336
Operating income	$	169	$	118	$	609	$	501	$	316	$	421	$	552

	Pro Forma (1)				Pro Forma (1)				Pro Forma (1)				Pro Forma (1)
	Three Months Ended				Three Months Ended				Three Months Ended				Three Months Ended
Depreciation and amortization	March 31,				June 30,				September 30,				December 31,
by segment	2005		2004		2005		2004		2005		2004		2004
Radio Segment	$	1,791	$	1,749	$	1,808	$	1,781	$	1,812	$	1,785	$	1,837
Television Segment		442		415		422		426		446		422		454
Corporate and Other		50		49		49		50		50		49		50
	$	2,283	$	2,213	$	2,279	$	2,257	$	2,308	$	2,256	$	2,341

(1) Pro Forma results assume all acquisitions and dispositions in 2004 and 2005 occurred as of January 1, 2004.

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Three Months Ended
September 30, 2005 and 2004
(amounts in 000’s except per share data)
(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
Consolidated	Ended		Not Included in			Ended		Ended		Not Included in		Ended
	September 30,		Entire Comparable			September 30,		September 30,		Entire Comparable		September 30,
	2005		Period			2005		2004		Period		2004
Net operating revenue	$	35,961		($1,889	)	$	34,072	$	34,262		—	$	34,262
Station operating expense		26,110		(1,637	)		24,473		24,006		—		24,006
Corporate general and administrative		1,934		—			1,934		1,927		—		1,927
Operating income	$	7,917		($252	)	$	7,665	$	8,329		—	$	8,329

			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
Radio Segment	Ended		Not Included in			Ended		Ended		Not Included in		Ended
	September 30,		Entire Comparable			September 30,		September 30,		Entire Comparable		September 30,
	2005		Period			2005		2004		Period		2004
Net operating revenue	$	32,263		($1,889	)	$	30,374	$	30,616		—	$	30,616
Station operating expense		22,728		(1,637	)		21,091		20,781		—		20,781
Operating income	$	9,535		($252	)	$	9,283	$	9,835		—	$	9,835

			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
Television Segment	Ended		Not Included in		Ended		Ended		Not Included in		Ended
	September 30,		Entire Comparable		September 30,		September 30,		Entire Comparable		September 30,
	2005		Period		2005		2004		Period		2004
Net operating revenue	$	3,698		—	$	3,698	$	3,646		—	$	3,646
Station operating expense	$	3,382		—	$	3,382	$	3,225		—	$	3,225
Operating income	$	316		—	$	316	$	421		—	$	421

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Nine Months Ended
September 30, 2005 and 2004
(amounts in 000’s except per share data)
(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
	Nine Months		and Dispositions			Nine Months		Nine Months		and Dispositions			Nine Months
Consolidated	Ended		Not Included in			Ended		Ended		Not Included in			Ended
	September 30,		Entire Comparable			September 30,		September 30,		Entire Comparable			September 30,
	2005		Period			2005		2004		Period			2004
Net operating revenue	$	105,345		($7,792	)	$	97,553	$	98,562		($2,195	)	$	96,367
Station operating expense		77,464		(6,595	)		70,869		69,924		(1,702	)		68,222
Corporate general and administrative		6,060		—			6,060		5,938		—			5,938
Operating income	$	21,821		($1,197	)	$	20,624	$	22,700		($493	)	$	22,207

			Adjustment							Adjustment
	As-Reported		For Acquisitions			Same Station		As-Reported		For Acquisitions			Same Station
	Nine Months		and Dispositions			Nine Months		Nine Months		and Dispositions			Nine Months
Radio Segment	Ended		Not Included in			Ended		Ended		Not Included in			Ended
	September 30,		Entire Comparable			September 30,		September 30,		Entire Comparable			September 30,
	2005		Period			2005		2004		Period			2004
Net operating revenue	$	94,240		($7,792	)	$	86,448	$	87,997		($2,195	)	$	85,802
Station operating expense		67,453		(6,595	)		60,858		60,399		(1,702	)		58,697
Operating income	$	26,787		($1,197	)	$	25,590	$	27,598		($493	)	$	27,105

			Adjustment						Adjustment
	As-Reported		For Acquisitions		Same Station		As-Reported		For Acquisitions		Same Station
	Nine Months		and Dispositions		Nine Months		Nine Months		and Dispositions		Nine Months
Television Segment	Ended		Not Included in		Ended		Ended		Not Included in		Ended
	September 30,		Entire Comparable		September 30,		September 30,		Entire Comparable		September 30,
	2005		Period		2005		2004		Period		2004
Net operating revenue	$	11,105	$	—	$	11,105	$	10,565	$	—	$	10,565
Station operating expense		10,011		—		10,011		9,525		—		9,525
Operating income	$	1,094	$	—	$	1,094	$	1,040	$	—	$	1,040