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): August 8, 2006

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))

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 August 8, 2006

Item 2.02. Results of Operations and Financial Condition.

     On August 8, 2006, Saga Communications, Inc. issued a press release announcing its financial results for the three and six months ended June 30, 2006. The press release, dated August 8, 2006, 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 8, 2006.

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: August 8, 2006	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 August 8, 2006.

EX-99.1

Exhibit 99.1

Saga Communications, Inc.
Reports 2nd Quarter 2006 Results

Contact:
Samuel D. Bush
313/886-7070

Grosse Pointe Farms, MI — August 8, 2006 — Saga Communications, Inc. (NYSE-SGA) today reported that 2^nd quarter 2006 net operating revenue increased 0.5% over the comparable period in 2005 to $37.8 million and operating income increased 3.8% to $8.9 million. Net income increased $.9 million to $4.0 million ($.19 per fully diluted share) for the quarter ended June 30, 2006 compared to $3.1 million ($.15 per fully diluted share) for the comparable period in 2005. For the same period, station operating expense decreased 1.1% to $26.4 million (station operating expense includes depreciation and amortization attributable to the stations). On a same station basis for the quarter, net operating revenue decreased 0.7% to $37.0 million, operating income increased 2.8% to $8.7 million and station operating expense decreased 2.4% to $25.8 million.

For the six month period ended June 30, 2006, net operating revenue decreased 0.7% over the comparable period in 2005 to $68.9 million, operating income decreased 3.7% to $13.4 million and net income increased to $5.5 million ($.27 per fully diluted share) compared to $5.2 million ($.25 per fully diluted share) for the comparable period in 2005. For the same period, station operating expense decreased 0.6% to approximately $51.1 million (station operating expense includes depreciation and amortization attributable to the stations). On a same station basis for the six months, net operating revenue decreased 2.2% to $67.6 million, operating income decreased 4.4% to $13.2 million and station operating expense decreased 2.5% to $49.9 million.

Capital expenditures in the second quarter of 2006 were $2.8 million of which $0.3 million were as a result of acquisitions, $0.6 million were related to digital radio and $0.5 million were related to digital television. For the six months capital expenditures were $4.7 million of which $0.7 million were as a result of acquisitions, $0.7 million were related to digital radio and $0.9 million were related to digital television. Currently, we expect capital expenditures for the year to be approximately $9.5 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 2006 and 2005 acquisitions and dispositions occurred as of January 1, 2005.

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 58 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, 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 second quarter 2006 results conference call will be on Tuesday, August 8 at 2:00 PM. The dial in number for domestic calls is 800/230-1059. For international callers the number is 612/332-0226. The call can be replayed for 7 days by calling domestically 800/475-6701 or internationally 320/365-3844 and referring to access code 836137. 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 Month Periods
Ended June 30, 2006 and 2005
(amounts in 000’s except per share data)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2006			2005			2006			2005
Operating Results
Net operating revenue	$	37,745		$	37,554		$	68,936		$	69,384
Station operating expense		26,369			26,656			51,072			51,354
Corporate general and administrative		2,499			2,348			4,480			4,126
Operating income		8,877			8,550			13,384			13,904
Interest expense		2,355			1,806			4,632			3,429
Other (income) expense, net		(215	)		1,471			(570	)		1,538
Income before income tax		6,737			5,273			9,322			8,937
Income tax expense		2,749			2,201			3,809			3,700
Net income	$	3,988		$	3,072		$	5,513		$	5,237
Earnings per share:
Basic	$	0.19		$	0.15		$	0.27		$	0.26
Diluted	$	0.19		$	0.15		$	0.27		$	0.25
Weighted average common shares		20,575			20,388			20,528			20,508
Weighted average common shares and common share equivalents		20,593			20,596			20,547			20,771
Free Cash Flow
Net Income	$	3,988		$	3,072		$	5,513		$	5,237
Plus: Depreciation and amortization:
Station		1,950			2,138			3,881			4,233
Corporate		48			49			96			99
Deferred tax provision		1,311			1,029			1,771			1,590
Other (income) expense, net		(215	)		1,471			(570	)		1,538
Non-cash compensation		369			84			599			109
Less: Capital expenditures		(2,745	)		(3,121	)		(4,712	)		(7,388	)
Free cash flow	$	4,706		$	4,722		$	6,578		$	5,418
Balance Sheet Data
Working capital							$	21,755		$	23,673
Net fixed assets								70,337			73,301
Net intangible assets and other assets								208,203			205,654
Total assets								316,783			317,868
Long term debt (including current portion of $0 and $1,061, respectively)								136,911			155,911
Stockholders’ equity								131,210			120,223

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Three Months Ended
June 30, 2006 and 2005
(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
	June 30,					June 30,				June 30,
	2006			2005		2006		2005		2006			2005
Net operating revenue	$	37,745		$	37,554	$	37,026	$	37,286	$	37,745		$	38,000
Station operating expense		26,369			26,656		25,801		26,447		26,369			27,030
Corporate general and administrative		2,499			2,348		2,499		2,348		2,499			2,348
Operating income		8,877			8,550	$	8,726	$	8,491		8,877			8,622
Interest expense		2,355			1,806						2,355			1,894
Other (income) expense, net		(215	)		1,471						(215	)		1,466
Income tax expense		2,749			2,201						2,749			2,196
Net income	$	3,988		$	3,072					$	3,988		$	3,066
Earnings per share:
Basic	$	0.19		$	0.15					$	0.19		$	0.15
Diluted	$	0.19		$	0.15					$	0.19		$	0.15

	As-Reported				Same Station				Pro Forma (1)
Radio Segment	Three Months Ended				Three Months Ended				Three Months Ended
	June 30,				June 30,				June 30,
	2006		2005		2006		2005		2006		2005
Net operating revenue	$	33,418	$	33,605	$	32,699	$	33,337	$	33,418	$	34,051
Station operating expense		22,960		23,316		22,392		23,107		22,960		23,690
Operating income	$	10,458	$	10,289	$	10,307	$	10,230	$	10,458	$	10,361

	As-Reported				Same Station				Pro Forma (1)
Television Segment	Three Months Ended				Three Months Ended				Three Months Ended
	June 30,				June 30,				June 30,
	2006		2005		2006		2005		2006		2005
Net operating revenue	$	4,327	$	3,949	$	4,327	$	3,949	$	4,327	$	3,949
Station operating expense		3,409		3,340		3,409		3,340		3,409		3,340
Operating income	$	918	$	609	$	918	$	609	$	918	$	609

	As-Reported				Same Station				Pro Forma (1)
	Three Months Ended				Three Months Ended				Three Months Ended
Depreciation and Amortization	June 30,				June 30,				June 30,
by Segment	2006		2005		2006		2005		2006		2005
Radio Segment	$	1,536	$	1,716	$	1,426	$	1,669	$	1,536	$	1,808
Television Segment		414		422		414		422		414		422
Corporate and Other		48		49		48		49		48		49
	$	1,998	$	2,187	$	1,888	$	2,140	$	1,998	$	2,279

(1) Pro Forma results assume all acquisitions and dispositions in 2005 and 2006 occurred as of January 1, 2005.

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Six Months Ended
June 30, 2006 and 2005
(amounts in 000’s except per share data)
(Unaudited)

	As-Reported					Same Station				Pro Forma (1)
Consolidated	Six Months Ended					Six Months Ended				Six Months Ended
	June 30,					June 30,				June 30,
	2006			2005		2006		2005		2006			2005
Net operating revenue	$	68,936		$	69,384	$	67,604	$	69,116	$	68,936		$	70,397
Station operating expense		51,072			51,354		49,889		51,145		51,072			52,311
Corporate general and administrative		4,480			4,126		4,480		4,126		4,480			4,126
Operating income	$	13,384		$	13,904	$	13,235	$	13,845	$	13,384		$	13,960
Interest expense		4,632			3,429						4,632			3,649
Other (income) expense, net		(570	)		1,538						(570	)		1,523
Income tax expense		3,809			3,700						3,809			3,643
Net income	$	5,513		$	5,237					$	5,513		$	5,145
Earnings per share:
Basic	$	0.27		$	0.26					$	0.27		$	0.25
Diluted	$	0.27		$	0.25					$	0.27		$	0.25

	As-Reported				Same Station				Pro Forma (1)
Radio Segment	Six Months Ended				Six Months Ended				Six Months Ended
	June 30,				June 30,				June 30,
	2006		2005		2006		2005		2006		2005
Net operating revenue	$	60,698	$	61,977	$	59,366	$	61,709	$	60,698	$	62,990
Station operating expense		44,375		44,725		43,192		44,516		44,375		45,682
Operating income	$	16,323	$	17,252	$	16,174	$	17,193	$	16,323	$	17,308

	As-Reported				Same Station				Pro Forma (1)
Television Segment	Six Months Ended				Six Months Ended				Six Months Ended
	June 30,				June 30,				June 30,
	2006		2005		2006		2005		2006		2005
Net operating revenue	$	8,238	$	7,407	$	8,238	$	7,407	$	8,238	$	7,407
Station operating expense		6,697		6,629		6,697		6,629		6,697		6,629
Operating income	$	1,541	$	778	$	1,541	$	778	$	1,541	$	778

	As-Reported				Same Station				Pro Forma (1)
	Six Months Ended				Six Months Ended				Six Months Ended
Depreciation and Amortization	June 30,				June 30,				June 30,
by Segment	2006		2005		2006		2005		2006		2005
Radio Segment	$	3,075	$	3,369	$	2,825	$	3,322	$	3,075	$	3,599
Television Segment		806		864		806		864		806		864
Corporate and Other		96		99		96		99		96		99
	$	3,977	$	4,332	$	3,727	$	4,285	$	3,977	$	4,562

(1) Pro Forma results assume all acquisitions and dispositions in 2005 and 2006 occurred as of January 1, 2005.

Saga Communications, Inc.
Selected Supplemental Financial Data
Quarterly Proforma Information
As of June 30, 2006
(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,
	2006			2005		2006			2005		2005			2005
Net operating revenue	$	31,191		$	32,397	$	37,745		$	38,000	$	35,961		$	35,445
Station operating expense		24,703			25,281		26,369			27,030		26,110			26,947
Corporate general and administrative		1,981			1,778		2,499			2,348		1,934			2,114
Impairment of intangible assets		—			—		—			—		—			1,168
Operating income		4,507			5,338		8,877			8,622		7,917			5,216
Interest expense		2,277			1,755		2,355			1,894		2,082			2,075
Other (income) expense, net		(355	)		57		(215	)		1,466		(35	)		1,165
Income tax expense		1,060			1,447		2,749			2,196		2,430			87
Net income	$	1,525		$	2,079	$	3,988		$	3,066	$	3,440		$	1,889
Earnings per share:
Basic	$	0.07		$	0.10	$	0.19		$	0.15	$	0.17		$	0.09
Diluted	$	0.07		$	0.10	$	0.19		$	0.15	$	0.17		$	0.09

	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,
	2006		2005		2006		2005		2005		2005
Net operating revenue	$	27,280	$	28,939	$	33,418	$	34,051	$	32,263	$	31,357
Station operating expense		21,415		21,992		22,960		23,690		22,728		23,514
Impairment of intangible assets		—		—		—				—		890
Operating income	$	5,865	$	6,947	$	10,458	$	10,361	$	9,535	$	6,953

	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,
Television Segment	2006		2005		2006		2005		2005		2005
Net operating revenue	$	3,911	$	3,458	$	4,327	$	3,949	$	3,698	$	4,088
Station operating expense		3,288		3,289		3,409		3,340		3,382		3,433
Impairment of intangible assets		—		—		—		—		—		278
Operating income	$	623	$	169	$	918	$	609	$	316	$	377

	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	2006		2005		2006		2005		2005		2005
Radio Segment	$	1,539	$	1,791	$	1,536	$	1,808	$	1,812	$	1,894
Television Segment		392		442		414		422		446		456
Corporate and Other		48		50		48		49		50		50
	$	1,979	$	2,283	$	1,998	$	2,279	$	2,308	$	2,400

(1) Pro Forma results assume all acquisitions and dispositions in 2005 and 2006 occurred as of January 1, 2005.

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Three Months Ended
June 30, 2006 and 2005
(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
	June 30,		Entire Comparable			June 30,		June 30,		Entire Comparable			June 30,
	2006		Period			2006		2005		Period			2005
Net operating revenue	$	37,745		($719	)	$	37,026	$	37,554		($268	)	$	37,286
Station operating expense		26,369		(568	)		25,801		26,656		(209	)		26,447
Corporate general and administrative		2,499		—			2,499		2,348		—			2,348
Operating income	$	8,877		($151	)	$	8,726	$	8,550		($59	)	$	8,491

			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
	June 30,		Entire Comparable			June 30,		June 30,		Entire Comparable			June 30,
	2006		Period			2006		2005		Period			2005
Net operating revenue	$	33,418		($719	)	$	32,699	$	33,605		($268	)	$	33,337
Station operating expense		22,960		(568	)		22,392		23,316		(209	)		23,107
Operating income	$	10,458		($151	)	$	10,307	$	10,289		($59	)	$	10,230

			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
	June 30,		Entire Comparable		June 30,		June 30,		Entire Comparable		June 30,
	2006		Period		2006		2005		Period		2005
Net operating revenue	$	4,327		—	$	4,327	$	3,949		—	$	3,949
Station operating expense	$	3,409		—	$	3,409	$	3,340		—	$	3,340
Operating income	$	918		—	$	918	$	609		—	$	609

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Six Months Ended
June 30, 2006 and 2005
(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
	Six Months		and Dispositions			Six Months		Six Months		and Dispositions			Six Months
Consolidated	Ended		Not Included in			Ended		Ended		Not Included in			Ended
	June 30,		Entire Comparable			June 30,		June 30,		Entire Comparable			June 30,
	2006		Period			2006		2005		Period			2005
Net operating revenue	$	68,936		($1,332	)	$	67,604	$	69,384		($268	)	$	69,116
Station operating expense		51,072		(1,183	)		49,889		51,354		(209	)		51,145
Corporate general and administrative		4,480		—			4,480		4,126		—			4,126
Operating income	$	13,384		($149	)	$	13,235	$	13,904		($59	)	$	13,845

			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
Radio Segment	Ended		Not Included in			Ended		Ended		Not Included in			Ended
	June 30,		Entire Comparable			June 30,		June 30,		Entire Comparable			June 30,
	2006		Period			2006		2005		Period			2005
Net operating revenue	$	60,698		($1,332	)	$	59,366	$	61,977		($268	)	$	61,709
Station operating expense		44,375		(1,183	)		43,192		44,725		(209	)		44,516
Operating income	$	16,323		($149	)	$	16,174	$	17,252		($59	)	$	17,193

			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
Television Segment	Ended		Not Included in		Ended		Ended		Not Included in		Ended
	June 30,		Entire Comparable		June 30,		June 30,		Entire Comparable		June 30,
	2006		Period		2006		2005		Period		2005
Net operating revenue	$	8,238	$	0	$	8,238	$	7,407	$	0	$	7,407
Station operating expense		6,697		0		6,697		6,629		0		6,629
Operating income	$	1,541	$	0	$	1,541	$	778	$	0	$	778