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): February 28, 2008

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 February 28, 2008 Saga Communications, Inc. issued a press release announcing its financial results for the three months and year ended December 31, 2007. The press release, dated February 28, 2008, 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 February 28, 2008.

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 February 28, 2008.

Exhibit 99.1

Saga Communications, Inc.
Reports 4^th Quarter and Year End 2007 Results

Contact:
Samuel D. Bush
313/886-7070

Grosse Pointe Farms, MI — February 28, 2008 — Saga Communications, Inc. (NYSE-SGA) today reported net operating revenue for the year ended December 31, 2007 increased 0.8% over the comparable period in 2006 to $144.0 million. The Company reported $3.5 million of net political revenue during the year ended December 31, 2006 compared to $1.4 million for the same period in 2007. Excluding political revenue, the Company’s net operating revenue increased 2.3% for the period. Station operating expense increased 1.8% to $106.3 million (station operating expense includes depreciation and amortization attributable to the stations) and operating income decreased 6.9% to $27.9 million. Net income decreased 11.6% to $11.0 million ($.55 per fully diluted share) for the year ended December 31, 2007 compared to $12.5 million ($.61 per fully diluted share) for the same period in 2006. Free cash flow increased 0.2% to $16.1 million for the year. On a same station basis for the year, net operating revenue increased 0.1% to $143.0 million, operating income decreased 8.1% to $27.7 million and station operating expense increased 1.2% to $105.4 million.

For the quarter ended December 31, 2007 net operating revenue decreased 1.9% from the comparable period in 2006 to $37.5 million. The Company reported $2.4 million of net political revenue during the quarter ended December 31, 2006 compared to $852 thousand for the same period in 2007. Excluding political revenue, the Company’s net operating revenue increased 2.4% for the period. Station operating expense decreased 0.9% to $27.3 million (station operating expense includes depreciation and amortization attributable to the stations) and operating income decreased 13.9% to $7.6 million. Net income decreased 14.7% to $3.1 million ($.16 per fully diluted share) for the quarter ended December 31, 2007 compared to $3.7 million ($.18 per fully diluted share) for 2006. Free cash flow decreased 13.2% to $4.1 million for the quarter. On a same station basis for the quarter, net operating revenue decreased 2.6% to $37.2 million, operating income decreased 14.5% to $7.5 million and station operating expense decreased 1.7% to $27.1 million.

Capital expenditures in the fourth quarter of 2007 were $3.7 million with $2.0 million being spent as a result of acquisitions, $309 thousand were related to digital radio and $147 thousand related to digital television. For the 2007 fiscal year total capital expenditures were approximately $9.9 million with approximately $3.7 million being spent as a result of acquisitions, $1.7 million related to digital radio and $147 thousand related to digital television.

Subsequent to the year ended December 31, 2007, the Company announced that its Board of Directors authorized an increase in the amount committed to its Stock Buy-Back Program from $30 million to $60 million. During the year ended 2007 the Company bought back 12,821 shares of stock for a total purchase price of $126,415. From January 1, 2008 through February 26, 2008 the Company has bought back 68,324 shares for a total purchase price of $407,918.

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. For additional information, contact us at (313) 886-7070 or visit our website at www.sagacommunications.com.

Saga’s fourth quarter and year end 2007 results conference call will be on Thursday, February 28, 2008 at 2:00PM EST. The dial in number for domestic calls is 800/230-1093. 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 908881. 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 1:00PM EST on February 28, 2008 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.

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, 2007 and 2006
(amounts in 000’s except per share data)
(Unaudited)

		Three Months Ended								Twelve Months Ended
		December 31,								December 31,
		2007				2006				2007				2006
Operating Results
Net operating revenue		$	37,501			$	38,219			$	144,023			$	142,946
Station operating expense			27,316				27,563				106,302				104,396
Corporate general and administrative			2,606				2,165				9,800				8,870
Other operating income			—				(312	)			—				(312	)
Operating income			7,579				8,803				27,921				29,992
Interest expense			2,093				2,372				8,954				9,379
Other expense (income), net			131				145				273				(500	)
Income before income tax			5,355				6,286				18,694				21,113
Income tax expense			2,222				2,615				7,690				8,665
Net income		$	3,133			$	3,671			$	11,004			$	12,448
Earnings per share
Basic		$	0.16			$	0.18			$	0.55			$	0.61
Diluted		$	0.16			$	0.18			$	0.55			$	0.61
Weighted average common shares			20,118				20,227				20,091				20,442
Weighted average common shares and common shares equivalents			20,132				20,241				20,115				20,458
Free Cash Flow
Net income		$	3,133			$	3,671			$	11,004			$	12,448
Plus: Depreciation and amortization:
Station			2,135				2,177				7,982				7,961
Corporate			58				50				204				194
Deferred tax provision			1,983				2,073				5,144				5,183
Non-cash compensation			375				326				1,366				1,310
Other expense (income), net			131				145				273				(500	)
Less: Capital expenditures			(3,672	)			(3,668	)			(9,852	)			(10,504	)
Free cash flow		$	4,143			$	4,774			$	16,121			$	16,092
Balance Sheet Data
Working capital										$	24,075			$	21,617
Net fixed assets											76,217				73,658
Net intangible assets and other assets											220,045				210,044
Total assets											337,644				322,641
Long term debt (including current portion of $0 and $0, respectively)											129,911				133,911
Stockholders’ equity											149,076				136,236

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Three Months Ended
December 31, 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
		December 31,								December 31,								December 31,
		2007				2006				2007				2006				2007				2006
Consolidated
Net operating revenue		$	37,501			$	38,219			$	37,225			$	38,219			$	37,537			$	38,582
Station operating expense			27,316				27,563				27,091				27,563				27,352				27,864
Corporate general and administrative			2,606				2,165				2,606				2,165				2,606				2,165
Other operating income			—				(312	)			—				(312	)			—				(312	)
Operating income			7,579				8,803			$	7,528			$	8,803				7,579				8,865
Interest expense			2,093				2,372												2,093				2,372
Other expense (income), net			131				145												131				145
Income tax expense			2,222				2,615												2,222				2,641
Net income		$	3,133			$	3,671											$	3,133			$	3,707
Earnings per share:
Basic		$	0.16			$	0.18											$	0.16			$	0.18
Diluted		$	0.16			$	0.18											$	0.16			$	0.18

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		December 31,								December 31,								December 31,
		2007				2006				2007				2006				2007				2006
Radio Segment
Net operating revenue		$	32,956			$	33,174			$	32,680			$	33,174			$	32,992			$	33,537
Station operating expense			23,702				23,952				23,477				23,952				23,738				24,253
Other operating income			—				(312	)			—				(312	)			—				(312	)
Operating income		$	9,254			$	9,534			$	9,203			$	9,534			$	9,254			$	9,596
																		-

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		December 31,								December 31,								December 31,
		2007				2006				2007				2006				2007				2006
Television Segment
Net operating revenue		$	4,545			$	5,045			$	4,545			$	5,045			$	4,545			$	5,045
Station operating expense			3,614				3,611				3,614				3,611				3,614				3,611
Operating income		$	931			$	1,434			$	931			$	1,434			$	931			$	1,434

		As-Reported								Same Station								Pro Forma (1)
		Three Months Ended								Three Months Ended								Three Months Ended
		December 31,								December 31,								December 31,
		2007				2006				2007				2006				2007				2006
Depreciation and amortization by segment
Radio Segment		$	1,710			$	1,719			$	1,653			$	1,719			$	1,723			$	1,770
Television Segment			425				458				425				458				425				458
Corporate and Other			58				50				58				50				58				50
		$	2,193			$	2,227			$	2,136			$	2,227			$	2,206			$	2,278

(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 Twelve Months Ended
December 31, 2007 and 2006
(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,
		2007				2006				2007				2006				2007				2006
Consolidated
Net operating revenue		$	144,023			$	142,946			$	142,948			$	142,867			$	144,982			$	144,446
Station operating expense			106,302				104,396				105,409				104,129				107,159				105,626
Corporate general and administrative			9,800				8,870				9,800				8,870				9,800				8,870
Other operating income			—				(312	)			—				(312	)			—				(312	)
Operating income			27,921				29,992			$	27,739			$	30,180				28,023				30,262
Interest expense			8,954				9,379												8,954				9,379
Other expense (income), net			273				(500	)											273				(500	)
Income tax expense			7,690				8,665												7,732				8,776
Net income		$	11,004			$	12,448											$	11,064			$	12,607
Earnings per share:
Basic		$	0.55			$	0.61											$	0.55			$	0.62
Diluted		$	0.55			$	0.61											$	0.55			$	0.62

		As-Reported								Same Station								Pro Forma (1)
		Twelve Months Ended								Twelve Months Ended								Twelve Months Ended
		December 31,								December 31,								December 31,
		2007				2006				2007				2006				2007				2006
Radio Segment
Net operating revenue		$	126,596			$	125,274			$	125,521			$	125,195			$	127,555			$	126,774
Station operating expense			92,162				90,627				91,269				90,360				93,019				91,857
Other operating income			—				(312	)			—				(312	)			—				(312	)
Operating income		$	34,434			$	34,959			$	34,252			$	35,147			$	34,536			$	35,229

		As-Reported								Same Station								Pro Forma (1)
		Twelve Months Ended								Twelve Months Ended								Twelve Months Ended
		December 31,								December 31,								December 31,
		2007				2006				2007				2006				2007				2006
Television Segment
Net operating revenue		$	17,427			$	17,672			$	17,427			$	17,672			$	17,427			$	17,672
Station operating expense			14,140				13,769				14,140				13,769				14,140				13,769
Operating income		$	3,287			$	3,903			$	3,287			$	3,903			$	3,287			$	3,903

		As-Reported								Same Station								Pro Forma (1)
		Twelve Months Ended								Twelve Months Ended								Twelve Months Ended
		December 31,								December 31,								December 31,
		2007				2006				2007				2006				2007				2006
Depreciation and amortization by segment
Radio Segment		$	6,363			$	6,288			$	6,153			$	6,231			$	6,548			$	6,519
Television Segment			1,619				1,673				1,619				1,673				1,619				1,673
Corporate and Other			204				194				204				194				204				194
		$	8,186			$	8,155			$	7,976			$	8,098			$	8,371			$	8,386

(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
December 31, 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				2007				2006
Consolidated
Net operating revenue		$	32,193			$	31,543			$	38,752			$	38,131			$	36,500			$	36,190			$	37,537			$	38,582
Station operating expense			26,284				25,020				27,284				26,674				26,239				26,068				27,352				27,864
Corporate general and administrative			2,316				1,981				2,606				2,499				2,272				2,225				2,606				2,165
Other operating income			—				—				—				—				—				—				—				(312	)
Operating income			3,593				4,542				8,862				8,958				7,989				7,897				7,579				8,865
Interest expense			2,297				2,277				2,281				2,355				2,283				2,375				2,093				2,372
Other expense (income), net			35				(355	)			47				(215	)			60				(75	)			131				145
Income tax expense			509				1,074				2,686				2,783				2,315				2,278				2,222				2,641
Net income		$	752			$	1,546			$	3,848			$	4,035			$	3,331			$	3,319			$	3,133			$	3,707
Earnings per share:
Basic		$	0.04			$	0.08			$	0.19			$	0.20			$	0.17			$	0.16			$	0.16			$	0.18
Diluted		$	0.04			$	0.08			$	0.19			$	0.20			$	0.17			$	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				2007				2006
Radio Segment
Net operating revenue		$	28,203			$	27,632			$	34,174			$	33,804			$	32,186			$	31,801			$	32,992			$	33,537
Station operating expense			22,802				21,732				23,723				23,265				22,756				22,607				23,738				24,253
Other operating income			—				—				—				—				—				—				—				(312	)
Operating income		$	5,401			$	5,900			$	10,451			$	10,539			$	9,430			$	9,194			$	9,254			$	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				2007				2006
Television Segment
Net operating revenue		$	3,990			$	3,911			$	4,578			$	4,327			$	4,314			$	4,389			$	4,545			$	5,045
Station operating expense			3,482				3,288				3,561				3,409				3,483				3,461				3,614				3,611
Operating income		$	508			$	623			$	1,017			$	918			$	831			$	928			$	931			$	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				2007				2006
Depreciation and amortization by segment
Radio Segment		$	1,566			$	1,599			$	1,599			$	1,596			$	1,660			$	1,554			$	1,723			$	1,770
Television Segment			389				392				400				414				405				409				425				458
Corporate and Other			47				48				51				48				48				48				58				50
		$	2,002			$	2,039			$	2,050			$	2,058			$	2,113			$	2,011			$	2,206			$	2,278

(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
December 31, 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
		December 31,				Entire Comparable				December 31,				December 31,				Entire Comparable				December 31,
		2007				Period				2007				2006				Period				2006
Consolidated
Net operating revenue		$	37,501			$	(276	)		$	37,225			$	38,219				—			$	38,219
Station operating expense			27,316				(225	)			27,091				27,563				—				27,563
Corporate general and administrative			2,606				—				2,606				2,165				—				2,165
Other operating income			—				—				—				(312	)			—				(312	)
Operating income		$	7,579			$	(51	)		$	7,528			$	8,803				—			$	8,803

						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,
		2007				Period				2007				2006				Period				2006
Radio Segment
Net operating revenue		$	32,956			$	(276	)		$	32,680			$	33,174				—			$	33,174
Station operating expense			23,702				(225	)			23,477				23,952				—				23,952
Other operating income			—				—				—				(312	)			—				(312	)
Operating income		$	9,254			$	(51	)		$	9,203			$	9,534				—			$	9,534

						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,
		2007				Period				2007				2006				Period				2006
Television Segment
Net operating revenue		$	4,545				—			$	4,545			$	5,045				—			$	5,045
Station operating expense			3,614				—				3,614				3,611				—				3,611
Operating income		$	931				—			$	931			$	1,434				—			$	1,434

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Twelve Months Ended
December 31, 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
		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,
		2007				Period				2007				2006				Period				2006
Consolidated
Net operating revenue		$	144,023			$	(1,075	)		$	142,948			$	142,946			$	(79	)		$	142,867
Station operating expense			106,302				(893	)			105,409				104,396				(267	)			104,129
Corporate general and administrative			9,800				—				9,800				8,870				—				8,870
Other operating income			—				—				—				(312	)			—				(312	)
Operating income		$	27,921			$	(182	)		$	27,739			$	29,992			$	188			$	30,180

						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,
		2007				Period				2007				2006				Period				2006
Radio Segment
Net operating revenue		$	126,596			$	(1,075	)		$	125,521			$	125,274			$	(79	)		$	125,195
Station operating expense			92,162				(893	)			91,269				90,627				(267	)			90,360
Other operating income			—				—				—				(312	)			—				(312	)
Operating income		$	34,434			$	(182	)		$	34,252			$	34,959			$	188			$	35,147

						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,
		2007				Period				2007				2006				Period				2006
Television Segment
Net operating revenue		$	17,427				—			$	17,427			$	17,672				—			$	17,672
Station operating expense			14,140				—				14,140				13,769				—				13,769
Operating income		$	3,287				—			$	3,287			$	3,903				—			$	3,903