8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2, 2006

SAGA COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-11588	38-3042953
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

73 Kercheval Avenue
Grosse Pointe Farms, MI	48236
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (313) 886-7070

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Ex-99.1 Press release dated November 2, 2006

Item 2.02. Results of Operations and Financial Condition.

     On November 2, 2006, Saga Communications, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 2006. The press release, dated November 2, 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 November 2, 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: November 2, 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 November 2, 2006.

EX-99.1

Exhibit 99.1

Saga Communications, Inc.
Reports 3rd Quarter 2006 Results

Contact:
Samuel D. Bush
313/886-7070

Grosse Pointe Farms, MI — November 2, 2006 — Saga Communications, Inc. (NYSE-SGA) today reported that 3rd quarter 2006 net operating revenue decreased $0.2 million over the comparable period in 2005 to $35.8 million and operating income decreased 1.4% to $7.8 million. Net income decreased $0.2 million to $3.3 million ($.16 per fully diluted share) for the quarter ended September 30, 2006 compared to $3.4 million ($.17 per fully diluted share) for the comparable period in 2005. For the same period, station operating expense decreased 1.3% to $25.8 million (station operating expense includes depreciation and amortization attributable to the stations). On a same station basis for the quarter, net operating revenue decreased 0.5% to $35.8 million, operating income remained flat at $7.9 million and station operating expense decreased 1.7% to $25.7 million.

For the nine month period ended September 30, 2006, net operating revenue decreased 0.6% over the comparable period in 2005 to $104.7 million, operating income decreased 2.9% to $21.2 million and net income increased 1.1% to $8.8 million ($.43 per fully diluted share) compared to $8.7 million ($.42 per fully diluted share) for the comparable period in 2005. For the same period, station operating expense decreased 0.8% to approximately $76.8 million (station operating expense includes depreciation and amortization attributable to the stations). On a same station basis for the nine months, net operating revenue decreased 1.5% to $102.7 million, operating income decreased 3.0% to $21.0 million and station operating expense decreased 2.1% to $75.0 million.

Capital expenditures in the third quarter of 2006 were $2.1 million of which $0.7 million were as a result of acquisitions, $0.1 million were related to digital radio and $0.2 million were related to digital television. For the nine months, capital expenditures were $6.8 million of which $1.4 million were as a result of acquisitions, $0.8 million were related to digital radio and $1.1 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 tables disclose “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 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, Saga has entered into an agreement to acquire an FM station serving the Asheville, NC radio market. Saga has also entered into an agreement to buy an AM station and a FM station serving the Cortland, NY radio market. For additional information, contact us at (313) 886-7070 or visit our website at www.sagacommunications.com.

Saga’s third quarter 2006 results conference call will be on Thursday, November 2 at 2:00 PM. The dial in number for domestic calls is 866/233-3843. For international callers the number is 612/332-0932. The call can be replayed for 7 days by calling domestically 800/475-6701 or internationally 320/365-3844 and referring to access code 844084. 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 herein.

Saga Communications, Inc.
Selected Consolidated Financial Data
For The Three and Nine Month Periods
Ended September 30, 2006 and 2005
(amounts in 000’s except per share data)
(unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2006			2005			2006			2005
Operating Results
Net operating revenue	$	35,791		$	35,961		$	104,727		$	105,345
Station operating expense		25,761			26,110			76,833			77,464
Corporate general and administrative		2,225			1,934			6,705			6,060
Operating income		7,805			7,917			21,189			21,821
Interest expense		2,375			2,082			7,007			5,511
Other (income) expense, net		(75	)		(35	)		(645	)		1,503
Income before income tax		5,505			5,870			14,827			14,807
Income tax expense		2,241			2,430			6,050			6,130
Net income	$	3,264		$	3,440		$	8,777		$	8,677
Earnings per share:
Basic	$	0.16		$	0.17		$	0.43		$	0.42
Diluted	$	0.16		$	0.17		$	0.43		$	0.42
Weighted average common shares		20,488			20,453			20,515			20,489
Weighted average common shares and common share equivalents		20,502			20,631			20,532			20,726
Free Cash Flow
Net Income	$	3,264		$	3,440		$	8,777		$	8,677
Plus: Depreciation and amortization:
Station		1,903			2,258			5,784			6,491
Corporate		48			50			144			149
Deferred tax provision		1,339			2,045			3,110			3,635
Other (income) expense, net		(75	)		(35	)		(645	)		1,503
Non-cash compensation		385			85			984			194
Less: Capital expenditures		(2,124	)		(1,666	)		(6,836	)		(9,054	)
Free cash flow	$	4,740		$	6,177		$	11,318		$	11,595
Balance Sheet Data
Working capital							$	21,774		$	21,946
Net fixed assets								70,542			72,977
Net intangible assets and other assets								211,745			205,980
Total assets								320,148			322,547
Long term debt (including current portion of $0 and $8,061, respectively)								136,911			155,911
Stockholders’ equity								133,564			123,770

Saga Communications, Inc.
Selected Supplemental Financial Data
For the Three Months Ended
September 30, 2006 and 2005
(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,
Consolidated	2006			2005			2006		2005		2006			2005
Net operating revenue	$	35,791		$	35,961		$	35,778	$	35,961	$	35,791		$	35,961
Station operating expense		25,761			26,110			25,659		26,110		25,761			26,110
Corporate general and administrative		2,225			1,934			2,225		1,934		2,225			1,934
Operating income		7,805			7,917		$	7,894	$	7,917		7,805			7,917
Interest expense		2,375			2,082							2,375			2,082
Other income net		(75	)		(35	)						(75	)		(35	)
Income tax expense		2,241			2,430							2,241			2,430
Net income	$	3,264		$	3,440						$	3,264		$	3,440
Earnings per share:
Basic	$	0.16		$	0.17						$	0.16		$	0.17
Diluted	$	0.16		$	0.17						$	0.16		$	0.17

	As-Reported				Same Station				Pro Forma (1)
	Three Months Ended				Three Months Ended				Three Months Ended
	September 30,				September 30,				September 30,
Radio Segment	2006		2005		2006		2005		2006		2005
Net operating revenue	$	31,402	$	32,263	$	31,389	$	32,263	$	31,402	$	32,263
Station operating expense		22,300		22,728		22,198		22,728		22,300		22,728
Operating income	$	9,102	$	9,535	$	9,191	$	9,535	$	9,102	$	9,535

	As-Reported				Same Station				Pro Forma (1)
	Three Months Ended				Three Months Ended				Three Months Ended
	September 30,				September 30,				September 30,
Television Segment	2006		2005		2006		2005		2006		2005
Net operating revenue	$	4,389	$	3,698	$	4,389	$	3,698	$	4,389	$	3,698
Station operating expense		3,461		3,382		3,461		3,382		3,461		3,382
Operating income	$	928	$	316	$	928	$	316	$	928	$	316

	As-Reported				Same Station				Pro Forma (1)
	Three Months Ended				Three Months Ended				Three Months Ended
Depreciation and Amortization	September 30,				September 30,				September 30,
by Segment	2006		2005		2006		2005		2006		2005
Radio Segment	$	1,494	$	1,812	$	1,494	$	1,812	$	1,494	$	1,812
Television Segment		409		446		409		446		409		446
Corporate and Other		48		50		48		50		48		50
	$	1,951	$	2,308	$	1,951	$	2,308	$	1,951	$	2,308

(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 Nine Months Ended
September 30, 2006 and 2005
(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,
Consolidated	2006			2005		2006		2005		2006			2005
Net operating revenue	$	104,727		$	105,345	$	102,713	$	104,323	$	104,727		$	106,358
Station operating expense		76,833			77,464		75,019		76,610		76,833			78,421
Corporate general and administrative		6,705			6,060		6,705		6,060		6,705			6,060
Operating income		21,189			21,821	$	20,989	$	21,653		21,189			21,877
Interest expense		7,007			5,511						7,007			5,731
Other (income) expense, net		(645	)		1,503						(645	)		1,488
Income tax expense		6,050			6,130						6,050			6,073
Net income	$	8,777		$	8,677					$	8,777		$	8,585
Earnings per share:
Basic	$	0.43		$	0.42					$	0.43		$	0.42
Diluted	$	0.43		$	0.42					$	0.43		$	0.41

	As-Reported				Same Station				Pro Forma (1)
	Nine Months Ended				Nine Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,
Radio Segment	2006		2005		2006		2005		2006		2005
Net operating revenue	$	92,100	$	94,240	$	90,086	$	93,218	$	92,100	$	95,253
Station operating expense		66,675		67,453		64,861		66,599		66,675		68,410
Operating income	$	25,425	$	26,787	$	25,225	$	26,619	$	25,425	$	26,843

	As-Reported				Same Station				Pro Forma (1)
	Nine Months Ended				Nine Months Ended				Nine Months Ended
	September 30,				September 30,				September 30,
Television Segment	2006		2005		2006		2005		2006		2005
Net operating revenue	$	12,627	$	11,105	$	12,627	$	11,105	$	12,627	$	11,105
Station operating expense		10,158		10,011		10,158		10,011		10,158		10,011
Operating income	$	2,469	$	1,094	$	2,469	$	1,094	$	2,469	$	1,094

	As-Reported				Same Station				Pro Forma (1)
	Nine Months Ended				Nine Months Ended				Nine Months Ended
Depreciation and Amortization	September 30,				September 30,				September 30,
by Segment	2006		2005		2006		2005		2006		2005
Radio Segment	$	4,569	$	5,181	$	4,274	$	4,997	$	4,569	$	5,411
Television Segment		1,215		1,310		1,215		1,310		1,215		1,310
Corporate and Other		144		149		144		149		144		149
	$	5,928	$	6,640	$	5,633	$	6,456	$	5,928	$	6,870

(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 September 30, 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,
Consolidated	2006			2005		2006			2005		2006			2005			2005
Net operating revenue	$	31,191		$	32,397	$	37,745		$	38,000	$	35,791		$	35,961		$	35,445
Station operating expense		24,703			25,281		26,369			27,030		25,761			26,110			26,947
Corporate general and administrative		1,981			1,778		2,499			2,348		2,225			1,934			2,114
Impairment of intangible assets		—			—		—			—		—			—			1,168
Operating income		4,507			5,338		8,877			8,622		7,805			7,917			5,216
Interest expense		2,277			1,755		2,355			1,894		2,375			2,082			2,075
Other (income) expense, net		(355	)		57		(215	)		1,466		(75	)		(35	)		1,165
Income tax expense		1,060			1,447		2,749			2,196		2,241			2,430			87
Net income	$	1,525		$	2,079	$	3,988		$	3,066	$	3,264		$	3,440		$	1,889
Earnings per share:
Basic	$	0.07		$	0.10	$	0.19		$	0.15	$	0.16		$	0.17		$	0.09
Diluted	$	0.07		$	0.10	$	0.19		$	0.15	$	0.16		$	0.17		$	0.09

	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,
Radio Segment	2006		2005		2006		2005		2006		2005		2005
Net operating revenue	$	27,280	$	28,939	$	33,418	$	34,051	$	31,402	$	32,263	$	31,357
Station operating expense		21,415		21,992		22,960		23,690		22,300		22,728		23,514
Impairment of intangible assets		—		—		—		—		—		—		890
Operating income	$	5,865	$	6,947	$	10,458	$	10,361	$	9,102	$	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		2006		2005		2005
Net operating revenue	$	3,911	$	3,458	$	4,327	$	3,949	$	4,389	$	3,698	$	4,088
Station operating expense		3,288		3,289		3,409		3,340		3,461		3,382		3,433
Impairment of intangible assets		—		—		—		—		—		—		278
Operating income	$	623	$	169	$	918	$	609	$	928	$	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		2006		2005		2005
Radio Segment	$	1,539	$	1,791	$	1,536	$	1,808	$	1,494	$	1,812	$	1,894
Television Segment		392		442		414		422		409		446		456
Corporate and Other		48		50		48		49		48		50		50
	$	1,979	$	2,283	$	1,998	$	2,279	$	1,951	$	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
September 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
	Ended		Not Included in			Ended		Ended		Not Included in		Ended
	September 30,		Entire Comparable			September 30,		September 30,		Entire Comparable		September 30,
Consolidated	2006		Period			2006		2005		Period		2005
Net operating revenue	$	35,791		($13	)	$	35,778	$	35,961	$	—	$	35,961
Station operating expense		25,761		(102	)		25,659		26,110		—		26,110
Corporate general and administrative		2,225		—			2,225		1,934		—		1,934
Operating income	$	7,805	$	89		$	7,894	$	7,917	$	—	$	7,917

			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,
Radio Segment	2006		Period			2006		2005		Period		2005
Net operating revenue	$	31,402		($13	)	$	31,389	$	32,263	$	—	$	32,263
Station operating expense		22,300		(102	)		22,198		22,728		—		22,728
Operating income	$	9,102	$	89		$	9,191	$	9,535	$	—	$	9,535

			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,
Television Segment	2006		Period		2006		2005		Period		2005
Net operating revenue	$	4,389	$	—	$	4,389	$	3,698	$	—	$	3,698
Station operating expense	$	3,461		—	$	3,461	$	3,382		—	$	3,382
Operating income	$	928	$	—	$	928	$	316	$	—	$	316

Saga Communications, Inc.
Selected Financial Data Non-GAAP Disclosures
For the Nine Months Ended
September 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
	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,
Consolidated	2006		Period			2006		2005		Period			2005
Net operating revenue	$	104,727	($	2,014	)	$	102,713	$	105,345	($	1,022	)	$	104,323
Station operating expense		76,833		(1,814	)		75,019		77,464		(854	)		76,610
Corporate general and administrative		6,705		—			6,705		6,060		—			6,060
Operating income	$	21,189	($	200	)	$	20,989	$	21,821	($	168	)	$	21,653

			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,
Radio Segment	2006		Period			2006		2005		Period			2005
Net operating revenue	$	92,100	($	2,014	)	$	90,086	$	94,240	($	1,022	)	$	93,218
Station operating expense		66,675		(1,814	)		64,861		67,453		(854	)		66,599
Operating income	$	25,425	($	200	)	$	25,225	$	26,787	($	168	)	$	26,619

			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,
Television Segment	2006		Period		2006		2005		Period		2005
Net operating revenue	$	12,627	$	—	$	12,627	$	11,105	$	—	$	11,105
Station operating expense		10,158		—		10,158		10,011		—		10,011
Operating income	$	2,469	$	—	$	2,469	$	1,094	$	—	$	1,094