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		(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))

 

 

Item 2.02. Results of Operations and Financial Condition.

     On November 5, 2007, Saga Communications, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2007. The press release, dated November 5, 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 November 5, 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 November 5, 2007.

Exhibit 99.1

Saga Communications, Inc.
Reports 3rd Quarter 2007 Results

Contact:
Samuel D. Bush
313/886-7070

Grosse Pointe Farms, MI — November 5, 2007 — Saga Communications, Inc. (NYSE-SGA) today reported that 3^rd quarter 2007 net operating revenue increased 1.2% over the comparable period in 2006 to $36.2 million and operating income increased 2.1% to $8.0 million. Free Cash Flow increased $795 thousand to $5.5 million. Net income was approximately flat at $3.3 million ($.17 per fully diluted share) for the quarter ended September 30, 2007 compared to $3.3 million ($.16 per fully diluted share) for the comparable period in 2006. For the same period, station operating expense increased $214 thousand to $26.0 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 flat at $35.9 million and operating income was approximately flat at $7.9 million.

For the nine month period ended September 30, 2007, net operating revenue increased 1.7% over the comparable period in 2006 to $106.5 million and operating income decreased $847 thousand to $20.3 million. Free Cash Flow increased $660 thousand to $12.0 million. Net income decreased $906 thousand to $7.9 million ($.39 per fully diluted share) compared to $8.8 million ($.43 per fully diluted share) for the comparable period in 2006. For the same period, station operating expense increased 2.8% to approximately $79.0 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 1.3% to $106.0 million, operating income decreased $971 thousand to $20.3 million and station operating expense increased 2.3% to $78.5 million.

Capital expenditures in the third quarter of 2007 were $1.6 million of which $357 thousand were as a result of acquisitions and $472 thousand were related to digital radio. For the nine months capital expenditures were $6.2 million of which $1.7 million were as a result of acquisitions and $992 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 61 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. 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 third quarter 2007 results conference call will be on Monday, November 5 at 11:00 AM EDT. The dial in number for domestic calls is 877/777-1972. For international callers the number is 612/332-0802. The call can be replayed for 7 days by calling domestically 800/475-6701 or internationally 320/365-3844 and referring to access code 890134. 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 Months Ended
September 30, 2007 and 2006
(amounts in 000’s except per share data)
(Unaudited)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2007				2006				2007				2006
Operating Results
Net operating revenue		$	36,218			$	35,791			$	106,522			$	104,727
Station operating expense			25,975				25,761				78,986				76,833
Corporate general and administrative			2,272				2,225				7,194				6,705
Operating income			7,971				7,805				20,342				21,189
Interest expense			2,283				2,375				6,861				7,007
Other expense (income), net			60				(75	)			142				(645	)
Income before income tax			5,628				5,505				13,339				14,827
Income tax expense			2,307				2,241				5,468				6,050
Net income		$	3,321			$	3,264			$	7,871			$	8,777
Earnings per share
Basic		$	0.17			$	0.16			$	0.39			$	0.43
Diluted		$	0.17			$	0.16			$	0.39			$	0.43
Weighted average common shares			20,112				20,488				20,082				20,515
Weighted average common shares and common shares equivalents			20,126				20,502				20,111				20,532
Free Cash Flow
Net income		$	3,321			$	3,264			$	7,871			$	8,777
Plus: Depreciation and amortization:
Station			2,013				1,903				5,847				5,784
Corporate			48				48				146				144
Deferred tax provision			1,334				1,339				3,161				3,110
Non-cash compensation			376				385				991				984
Other expense (income), net			60				(75	)			142				(645	)
Less: Capital expenditures			(1,617	)			(2,124	)			(6,180	)			(6,836	)
Free cash flow		$	5,535			$	4,740			$	11,978			$	11,318
Balance Sheet Data
Working capital										$	22,560			$	21,774
Net fixed assets											74,286				70,542
Net intangible assets and other assets											217,711				211,745
Total assets											330,935				320,148
Long term debt (including current portion of $0 and $0, respectively)											129,911				136,911
Stockholders’ equity											145,543				133,564

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Three Months Ended
September 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
		September 30,								September 30,								September 30,
		2007				2006				2007				2006				2007				2006
Consolidated
Net operating revenue		$	36,218			$	35,791			$	35,903			$	35,778			$	36,392			$	36,082
Station operating expense			25,975				25,761				25,766				25,658				26,226				25,960
Corporate general and administrative			2,272				2,225				2,272				2,225				2,272				2,225
Operating income			7,971				7,805			$	7,865			$	7,895				7,894				7,897
Interest expense			2,283				2,375												2,283				2,375
Other expense (income), net			60				(75	)											60				(75	)
Income tax expense			2,307				2,241												2,297				2,278
Net income		$	3,321			$	3,264											$	3,254			$	3,319
Earnings per share:
Basic		$	0.17			$	0.16											$	0.16			$	0.16
Diluted		$	0.17			$	0.16											$	0.16			$	0.16

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		September 30,								September 30,								September 30,
		2007				2006				2007				2006				2007				2006
Radio Segment
Net operating revenue		$	31,904			$	31,402			$	31,589			$	31,389			$	32,078			$	31,693
Station operating expense			22,492				22,300				22,283				22,197				22,743				22,499
Operating income		$	9,412			$	9,102			$	9,306			$	9,192			$	9,335			$	9,194

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		September 30,								September 30,								September 30,
		2007				2006				2007				2006				2007				2006
Television Segment
Net operating revenue		$	4,314			$	4,389			$	4,314			$	4,389			$	4,314			$	4,389
Station operating expense			3,483				3,461				3,483				3,461				3,483				3,461
Operating income		$	831			$	928			$	831			$	928			$	831			$	928

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		September 30,								September 30,								September 30,
		2007				2006				2007				2006				2007				2006
Depreciation and amortization by segment
Radio Segment		$	1,608			$	1,494			$	1,567			$	1,494			$	1,623			$	1,517
Television Segment			405				409				405				409				405				409
Corporate and Other			48				48				48				48				48				48
		$	2,061			$	1,951			$	2,020			$	1,951			$	2,076			$	1,974

(1)		Pro Forma results assume all acquisitions and dispositions in 2006 and 2007 occurred as of January 1, 2006.

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Nine Months Ended
September 30, 2007 and 2006
(amounts in 000’s except per share data)
(Unaudited)

		As-Reported								Same Station								Pro Forma (1)
		Nine Months Ended								Nine Months Ended								Nine Months Ended
		September 30,								September 30,								September 30,
		2007				2006				2007				2006				2007				2006
Consolidated
Net operating revenue		$	106,522			$	104,727			$	106,018			$	104,714			$	107,121			$	105,540
Station operating expense			78,986				76,833				78,516				76,730				79,578				77,438
Corporate general and administrative			7,194				6,705				7,194				6,705				7,194				6,705
Operating income			20,342				21,189			$	20,308			$	21,279				20,349				21,397
Interest expense			6,861				7,007												6,861				7,007
Other expense (income), net			142				(645	)											142				(645	)
Income tax expense			5,468				6,050												5,492				6,135
Net income		$	7,871			$	8,777											$	7,854			$	8,900
Earnings per share:
Basic		$	0.39			$	0.43											$	0.39			$	0.43
Diluted		$	0.39			$	0.43											$	0.39			$	0.43

		As-Reported								Same Station								Pro Forma (1)
		Nine Months Ended								Nine Months Ended								Nine Months Ended
		September 30,								September 30,								September 30,
		2007				2006				2007				2006				2007				2006
Radio Segment
Net operating revenue		$	93,640			$	92,100			$	93,136			$	92,087			$	94,239			$	92,913
Station operating expense			68,460				66,675				67,990				66,572				69,052				67,280
Operating income		$	25,180			$	25,425			$	25,146			$	25,515			$	25,187			$	25,633

		As-Reported								Same Station								Pro Forma (1)
		Nine Months Ended								Nine Months Ended								Nine Months Ended
		September 30,								September 30,								September 30,
		2007				2006				2007				2006				2007				2006
Television Segment
Net operating revenue		$	12,882			$	12,627			$	12,882			$	12,627			$	12,882			$	12,627
Station operating expense			10,526				10,158				10,526				10,158				10,526				10,158
Operating income		$	2,356			$	2,469			$	2,356			$	2,469			$	2,356			$	2,469

		As-Reported								Same Station								Pro Forma (1)
		Nine Months Ended								Nine Months Ended								Nine Months Ended
		September 30,								September 30,								September 30,
		2007				2006				2007				2006				2007				2006
Depreciation and amortization by segment
Radio Segment		$	4,653			$	4,569			$	4,547			$	4,569			$	4,713			$	4,637
Television Segment			1,194				1,215				1,194				1,215				1,194				1,215
Corporate and Other			146				144				146				144				146				144
		$	5,993			$	5,928			$	5,887			$	5,928			$	6,053			$	5,996

(1)		Pro Forma results assume all acquisitions and dispositions in 2006 and 2007 occurred as of January 1, 2006.

Saga Communications, Inc.

Selected Supplemental Financial Data

Quarterly Proforma Information

September 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				2007				2006				2006
Consolidated
Net operating revenue		$	32,085			$	31,435			$	38,644			$	38,023			$	36,392			$	36,082			$	38,474
Station operating expense			26,176				24,912				27,176				26,566				26,226				25,960				27,756
Corporate general and administrative			2,316				1,981				2,606				2,499				2,272				2,225				2,165
Other operating income			—				—				—				—				—				—				(312	)
Operating income			3,593				4,542				8,862				8,958				7,894				7,897				8,865
Interest expense			2,297				2,277				2,281				2,355				2,283				2,375				2,372
Other expense (income), net			35				(355	)			47				(215	)			60				(75	)			145
Income tax expense			509				1,074				2,686				2,783				2,297				2,278				2,641
Net income		$	752			$	1,546			$	3,848			$	4,035			$	3,254			$	3,319			$	3,707
Earnings per share:
Basic		$	0.04			$	0.08			$	0.19			$	0.20			$	0.16			$	0.16			$	0.18
Diluted		$	0.04			$	0.08			$	0.19			$	0.20			$	0.16			$	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				2007				2006				2006
Radio Segment
Net operating revenue		$	28,095			$	27,524			$	34,066			$	33,696			$	32,078			$	31,693			$	33,429
Station operating expense			22,694				21,624				23,615				23,157				22,743				22,499				24,145
Other operating income			—				—				—				—				—				—				(312	)
Operating income		$	5,401			$	5,900			$	10,451			$	10,539			$	9,335			$	9,194			$	9,596

		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				2007				2006				2006
Television Segment
Net operating revenue		$	3,990			$	3,911			$	4,578			$	4,327			$	4,314			$	4,389			$	5,045
Station operating expense			3,482				3,288				3,561				3,409				3,483				3,461				3,611
Operating income		$	508			$	623			$	1,017			$	918			$	831			$	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				2007				2006				2006
Depreciation and amortization by segment
Radio Segment		$	1,529			$	1,562			$	1,561			$	1,558			$	1,623			$	1,517			$	1,732
Television Segment			389				392				400				414				405				409				458
Corporate and Other			47				48				51				48				48				48				50
		$	1,965			$	2,002			$	2,012			$	2,020			$	2,076			$	1,974			$	2,240

(1)		Pro Forma results assume all acquisitions and dispositions in 2006 and 2007 occurred as of January 1, 2006.

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Three Months Ended
September 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
		September 30,				Entire Comparable				September 30,				September 30,				Entire Comparable				September 30,
		2007				Period				2007				2006				Period				2006
Consolidated
Net operating revenue		$	36,218			$	(315	)		$	35,903			$	35,791			$	(13	)		$	35,778
Station operating expense			25,975				(209	)			25,766				25,761				(103	)			25,658
Corporate general and administrative			2,272				—				2,272				2,225				—				2,225
Operating income		$	7,971			$	(106	)		$	7,865			$	7,805			$	90			$	7,895

						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
		September 30,				Entire Comparable				September 30,				September 30,				Entire Comparable				September 30,
		2007				Period				2007				2006				Period				2006
Radio Segment
Net operating revenue		$	31,904			$	(315	)		$	31,589			$	31,402			$	(13	)		$	31,389
Station operating expense			22,492				(209	)			22,283				22,300				(103	)			22,197
Operating income		$	9,412			$	(106	)		$	9,306			$	9,102			$	90			$	9,192

						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
		September 30,				Entire Comparable				September 30,				September 30,				Entire Comparable				September 30,
		2007				Period				2007				2006				Period				2006
Television Segment
Net operating revenue		$	4,314				—			$	4,314			$	4,389				—			$	4,389
Station operating expense			3,483				—				3,483				3,461				—				3,461
Operating income		$	831				—			$	831			$	928				—			$	928

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Nine Months Ended
September 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
		Nine Months				and Dispositions				Nine Months				Nine Months				and Dispositions				Nine Months
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		September 30,				Entire Comparable				September 30,				September 30,				Entire Comparable				September 30,
		2007				Period				2007				2006				Period				2006
Consolidated
Net operating revenue		$	106,522			$	(504	)		$	106,018			$	104,727			$	(13	)		$	104,714
Station operating expense			78,986				(470	)			78,516				76,833				(103	)			76,730
Corporate general and administrative			7,194				—				7,194				6,705				—				6,705
Operating income		$	20,342			$	(34	)		$	20,308			$	21,189			$	90			$	21,279

						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
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		September 30,				Entire Comparable				September 30,				September 30,				Entire Comparable				September 30,
		2007				Period				2007				2006				Period				2006
Radio Segment
Net operating revenue		$	93,640			$	(504	)		$	93,136			$	92,100			$	(13	)		$	92,087
Station operating expense			68,460				(470	)			67,990				66,675				(103	)			66,572
Operating income		$	25,180			$	(34	)		$	25,146			$	25,425			$	90			$	25,515

						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
		Ended				Not Included in				Ended				Ended				Not Included in				Ended
		September 30,				Entire Comparable				September 30,				September 30,				Entire Comparable				September 30,
		2007				Period				2007				2006				Period				2006
Television Segment
Net operating revenue		$	12,882				—			$	12,882			$	12,627				—			$	12,627
Station operating expense			10,526				—				10,526				10,158				—				10,158
Operating income		$	2,356				—			$	2,356			$	2,469				—			$	2,469