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 (State or other jurisdiction of incorporation)		1-11588 (Commission File Number)		38-3042953 (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 August 9, 2007, Saga Communications, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2007. The press release, dated August 9, 2007, 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 9, 2007.

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 9, 2007.

Exhibit 99.1

Saga Communications, Inc.
Reports 2nd Quarter 2007 Results

Contact:
Samuel D. Bush
313/886-7070

Grosse Pointe Farms, MI — August 9, 2007 — Saga Communications, Inc. (NYSE-SGA) today reported that 2^nd quarter 2007 net operating revenue increased 1.8% over the comparable period in 2006 to $38.4 million and operating income was approximately flat at $8.8 million. Net income decreased $178 thousand to $3.8 million ($.19 per fully diluted share) for the quarter ended June 30, 2007 compared to $4.0 million ($.19 per fully diluted share) for the comparable period in 2006. Free Cash Flow increased $878 thousand to $5.6 million. For the same period, station operating expense increased $647 thousand to $27.0 million (station operating expense includes depreciation and amortization attributable to the stations). On a same station basis for the quarter, net operating revenue increased 1.5% to $38.3 million, operating income was approximately flat at $8.8 million and station operating expense increased $486 thousand to $26.9 million.

For the six month period ended June 30, 2007, net operating revenue increased 2.0% over the comparable period in 2006 to $70.3 million, operating income decreased $1.0 million to $12.4 million and net income decreased $963 thousand to $4.6 million ($.23 per fully diluted share) compared to $5.5 million ($.27 per fully diluted share) for the comparable period in 2006. Free Cash Flow decreased $135 thousand. For the same period, station operating expense increased $1.9 million to approximately $53.0 million (station operating expense includes depreciation and amortization attributable to the stations). On a same station basis for the six months, net operating revenue increased 1.7% to $70.1 million, operating income decreased $942 thousand to $12.4 million and station operating expense increased $1.7 million to $52.8 million.

Capital expenditures in the second quarter of 2007 were $2.2 million of which $420 thousand were as a result of acquisitions and $360 thousand were related to digital radio. For the six months capital expenditures were $4.6 million of which $1.3 million were as a result of acquisitions and $520 thousand were related to digital radio. 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 2007 and 2006 acquisitions and dispositions occurred as of January 1, 2006.

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 59 FM and 30 AM radio stations, 3 state radio networks, 2 farm radio networks, 5 television stations and 4 low-power television stations. As previously disclosed, the Company has entered into agreements to acquire an FM station serving the Asheville, NC radio market and an AM station and a FM station serving the Courtland, NY radio market. The Company also expects to enter into an agreement to acquire an FM radio station serving the Portland, ME radio market. The closing of these transactions are subject to receiving FCC approvals. For additional information, contact us at (313) 886-7070 or visit our website at www.sagacommunications.com.

Saga’s second quarter 2007 results conference call will be on Thursday, August 9 at 2:00 PM EDT. The dial in number for domestic calls is 800/230-1059. 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 881704. 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 Six Months Ended
June 30, 2007 and 2006
(amounts in 000’s except per share data)
(Unaudited)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2007				2006				2007				2006
Operating Results
Net operating revenue		$	38,421			$	37,745			$	70,304			$	68,936
Station operating expense			27,016				26,369				53,011				51,072
Corporate general and administrative			2,606				2,499				4,922				4,480
Operating income			8,799				8,877				12,371				13,384
Interest expense			2,281				2,355				4,578				4,632
Other expense (income), net			47				(215	)			82				(570	)
Income before income tax			6,471				6,737				7,711				9,322
Income tax expense			2,661				2,749				3,161				3,809
Net income		$	3,810			$	3,988			$	4,550			$	5,513
Earnings per share
Basic		$	0.19			$	0.19			$	0.23			$	0.27
Diluted		$	0.19			$	0.19			$	0.23			$	0.27
Weighted average common shares			20,083				20,575				20,066				20,528
Weighted average common shares and common shares equivalents			20,113				20,593				20,101				20,547
Free Cash Flow
Net income		$	3,810			$	3,988			$	4,550			$	5,513
Plus: Depreciation and amortization:
Station			1,939				1,950				3,834				3,881
Corporate			51				48				98				96
Deferred tax provision			1,557				1,311				1,827				1,771
Non-cash compensation			329				369				615				599
Other expense (income), net			47				(215	)			82				(570	)
Less: Capital expenditures			(2,149	)			(2,745	)			(4,563	)			(4,712	)
Free cash flow		$	5,584			$	4,706			$	6,443			$	6,578
Balance Sheet Data
Working capital										$	20,886			$	21,755
Net fixed assets											74,308				70,337
Net intangible assets and other assets											213,427				208,203
Total assets											325,668				316,783
Long term debt (including current portion of $0 and $0, respectively)											129,911				136,911
Stockholders’ equity											141,761				131,210

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Three Months Ended
June 30, 2007 and 2006
(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,
		2007				2006				2007				2006				2007				2006
Consolidated
Net operating revenue		$	38,421			$	37,745			$	38,300			$	37,745			$	38,421			$	37,745
Station operating expense			27,016				26,369				26,855				26,369				27,016				26,369
Corporate general and administrative			2,606				2,499				2,606				2,499				2,606				2,499
Operating income			8,799				8,877			$	8,839			$	8,877				8,799				8,877
Interest expense			2,281				2,355												2,281				2,355
Other expense (income), net			47				(215	)											47				(215	)
Income tax expense			2,661				2,749												2,661				2,749
Net income		$	3,810			$	3,988											$	3,810			$	3,988
Earnings per share:
Basic		$	0.19			$	0.19											$	0.19			$	0.19
Diluted		$	0.19			$	0.19											$	0.19			$	0.19

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		June 30,								June 30,								June 30,
		2007				2006				2007				2006				2007				2006
Radio Segment
Net operating revenue		$	33,843			$	33,418			$	33,722			$	33,418			$	33,843			$	33,418
Station operating expense			23,455				22,960				23,294				22,960				23,455				22,960
Operating income		$	10,388			$	10,458			$	10,428			$	10,458			$	10,388			$	10,458

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		June 30,								June 30,								June 30,
		2007				2006				2007				2006				2007				2006
Television Segment
Net operating revenue		$	4,578			$	4,327			$	4,578			$	4,327			$	4,578			$	4,327
Station operating expense			3,561				3,409				3,561				3,409				3,561				3,409
Operating income		$	1,017			$	918			$	1,017			$	918			$	1,017			$	918

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		June 30,								June 30,								June 30,
		2007				2006				2007				2006				2007				2006
Depreciation and amortization by segment
Radio Segment		$	1,539			$	1,536			$	1,506			$	1,536			$	1,539			$	1,536
Television Segment			400				414				400				414				400				414
Corporate and Other			51				48				51				48				51				48
		$	1,990			$	1,998			$	1,957			$	1,998			$	1,990			$	1,998

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Six Months Ended
June 30, 2007 and 2006
(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,
		2007				2006				2007				2006				2007				2006
Consolidated
Net operating revenue		$	70,304			$	68,936			$	70,114			$	68,936			$	70,304			$	68,936
Station operating expense			53,011				51,072				52,750				51,072				53,011				51,072
Corporate general and administrative			4,922				4,480				4,922				4,480				4,922				4,480
Operating income			12,371				13,384			$	12,442			$	13,384				12,371				13,384
Interest expense			4,578				4,632												4,578				4,632
Other expense (income), net			82				(570	)											82				(570	)
Income tax expense			3,161				3,809												3,161				3,809
Net income		$	4,550			$	5,513											$	4,550			$	5,513
Earnings per share:
Basic		$	0.23			$	0.27											$	0.23			$	0.27
Diluted		$	0.23			$	0.27											$	0.23			$	0.27

		As-Reported								Same Station								Pro Forma (1)
		Six Months Ended								Six Months Ended								Six Months Ended
		June 30,								June 30,								June 30,
		2007				2006				2007				2006				2007				2006
Radio Segment
Net operating revenue		$	61,736			$	60,698			$	61,546			$	60,698			$	61,736			$	60,698
Station operating expense			45,968				44,375				45,707				44,375				45,968				44,375
Operating income		$	15,768			$	16,323			$	15,839			$	16,323			$	15,768			$	16,323

		As-Reported								Same Station								Pro Forma (1)
		Six Months Ended								Six Months Ended								Six Months Ended
		June 30,								June 30,								June 30,
		2007				2006				2007				2006				2007				2006
Television Segment
Net operating revenue		$	8,568			$	8,238			$	8,568			$	8,238			$	8,568			$	8,238
Station operating expense			7,043				6,697				7,043				6,697				7,043				6,697
Operating income		$	1,525			$	1,541			$	1,525			$	1,541			$	1,525			$	1,541

		As-Reported								Same Station								Pro Forma (1)
		Six Months Ended								Six Months Ended								Six Months Ended
		June 30,								June 30,								June 30,
		2007				2006				2007				2006				2007				2006
Depreciation and amortization by segment
Radio Segment		$	3,045			$	3,075			$	2,980			$	3,075			$	3,045			$	3,075
Television Segment			789				806				789				806				789				806
Corporate and Other			98				96				98				96				98				96
		$	3,932			$	3,977			$	3,867			$	3,977			$	3,932			$	3,977

Saga Communications, Inc.
Selected Supplemental Financial Data
Quarterly Proforma Information
June 30, 2007 and 2006
(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,
		2007				2006				2007				2006				2006				2006
Consolidated
Net operating revenue		$	31,883			$	31,191			$	38,421			$	37,745			$	35,791			$	38,219
Station operating expense			25,995				24,703				27,016				26,369				25,761				27,563
Corporate general and administrative			2,316				1,981				2,606				2,499				2,225				2,165
Other operating income			—				—				—				—				—				(312	)
Operating income			3,572				4,507				8,799				8,877				7,805				8,803
Interest expense			2,297				2,277				2,281				2,355				2,375				2,372
Other expense (income), net			35				(355	)			47				(215	)			(75	)			145
Income tax expense			500				1,060				2,661				2,749				2,241				2,615
Net income		$	740			$	1,525			$	3,810			$	3,988			$	3,264			$	3,671
Earnings per share:
Basic		$	0.04			$	0.07			$	0.19			$	0.19			$	0.16			$	0.18
Diluted		$	0.04			$	0.07			$	0.19			$	0.19			$	0.16			$	0.18

		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,
		2007				2006				2007				2006				2006				2006
Radio Segment
Net operating revenue		$	27,893			$	27,280			$	33,843			$	33,418			$	31,402			$	33,174
Station operating expense			22,513				21,415				23,455				22,960				22,300				23,952
Other operating income			—				—				—				—				—				(312	)
Operating income		$	5,380			$	5,865			$	10,388			$	10,458			$	9,102			$	9,534

		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,
		2007				2006				2007				2006				2006				2006
Television Segment
Net operating revenue		$	3,990			$	3,911			$	4,578			$	4,327			$	4,389			$	5,045
Station operating expense			3,482				3,288				3,561				3,409				3,461				3,611
Operating income		$	508			$	623			$	1,017			$	918			$	928			$	1,434

		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,
		2007				2006				2007				2006				2006				2006
Depreciation and amortization by segment
Radio Segment		$	1,506			$	1,539			$	1,539			$	1,536			$	1,494			$	1,719
Television Segment			389				392				400				414				409				458
Corporate and Other			47				48				51				48				48				50
		$	1,942			$	1,979			$	1,990			$	1,998			$	1,951			$	2,227

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Three Months Ended
June 30, 2007 and 2006
(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,
		2007				Period				2007				2006				Period				2006
Consolidated
Net operating revenue		$	38,421			$	(121	)		$	38,300			$	37,745				—			$	37,745
Station operating expense			27,016				(161	)			26,855				26,369				—				26,369
Corporate general and administrative			2,606				—				2,606				2,499				—				2,499
Operating income		$	8,799			$	40			$	8,839			$	8,877				—			$	8,877

						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,
		2007				Period				2007				2006				Period				2006
Radio Segment
Net operating revenue		$	33,843			$	(121	)		$	33,722			$	33,418				—			$	33,418
Station operating expense			23,455				(161	)			23,294				22,960				—				22,960
Operating income		$	10,388			$	40			$	10,428			$	10,458				—			$	10,458

						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,
		2007				Period				2007				2006				Period				2006
Television Segment
Net operating revenue		$	4,578				—			$	4,578			$	4,327				—			$	4,327
Station operating expense			3,561				—				3,561				3,409				—				3,409
Operating income		$	1,017				—			$	1,017			$	918				—			$	918

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Six Months Ended
June 30, 2007 and 2006
(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,
		2007				Period				2007				2006				Period				2006
Consolidated
Net operating revenue		$	70,304			$	(190	)		$	70,114			$	68,936				—			$	68,936
Station operating expense			53,011				(261	)			52,750				51,072				—				51,072
Corporate general and administrative			4,922				—				4,922				4,480				—				4,480
Operating income		$	12,371			$	71			$	12,442			$	13,384				—			$	13,384

						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,
		2007				Period				2007				2006				Period				2006
Radio Segment
Net operating revenue		$	61,736			$	(190	)		$	61,546			$	60,698				—			$	60,698
Station operating expense			45,968				(261	)			45,707				44,375				—				44,375
Operating income		$	15,768			$	71			$	15,839			$	16,323				—			$	16,323

						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,
		2007				Period				2007				2006				Period				2006
Television Segment
Net operating revenue		$	8,568				—			$	8,568			$	8,238				—			$	8,238
Station operating expense			7,043				—				7,043				6,697				—				6,697
Operating income		$	1,525				—			$	1,525			$	1,541				—			$	1,541