UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
 
   
(Mark One)  
 
þ
 QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
  For the Quarterly Period ended June 30, 2007March 31, 2008
or
o
 TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from          to          
 
Commission file number 1-11588
 
Saga Communications, Inc.
(Exact name of registrant as specified in its charter)
 
   
Delaware 38-3042953
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
73 Kercheval Avenue
Grosse Pointe Farms, Michigan
(Address of principal executive offices)
 48236
(Zip Code)
 
(313) 886-7070
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o.
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a non-accelerated filer.smaller reporting company. See definitionthe definitions of “large accelerated filer,” “accelerated filerfiler” and large accelerated filer”“smaller reporting company” in RuleRule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o     Accelerated filer þ     Non-accelerated filer oAccelerated filer þNon-accelerated filer oSmaller reporting company o
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).  Yes o     No þ.
 
The number of shares of the registrant’s Class A Common Stock, $.01 par value, and Class B Common Stock, $.01 par value, outstanding as of August 1, 2007May 2, 2008 was 17,884,19417,570,177 and 2,393,246,2,390,338, respectively.
 


 

INDEX
 
       
    Page
 
 FINANCIAL INFORMATION 3
 Financial Statements (Unaudited) 3
 Condensed consolidated balance sheets — June 30, 2007March 31, 2008 and December 31, 20062007 3
 Condensed consolidated statements of income — Three and six months ended June 30,March 31, 2008 and 2007 and 2006 4
 Condensed consolidated statements of cash flows — SixThree months ended June 30,March 31, 2008 and 2007 and 2006 5
 Notes to unaudited condensed consolidated financial statements 6
 Management’s Discussion and Analysis of Financial Condition and Results of Operations 17
 Quantitative and Qualitative Disclosures about Market Risk 2826
 Controls and Procedures 2826
PART II OTHER INFORMATION 2927
 SubmissionUnregistered Sales of Matters to a VoteEquity Securities and Use of Security HoldersProceeds 2927
 Exhibits 2927
 3028
 EX-31.1Ex-4(d) Amendment Number 1 to the Credit Agreement
Ex-4(e) Amendment Number 2 to the Credit Agreement
Ex-31.1 Section 302 Certification of CEO
 EX-31.2Ex-31.2 Section 302 Certification of CFO
 EX-32Ex-32 Section 906 Certification of CEO &and CFO


2


 
PART I — FINANCIAL INFORMATION
 
Item 1.  Financial Statements
 
SAGA COMMUNICATIONS, INC.
 
CONDENSED CONSOLIDATED BALANCE SHEETS
 
                
 June 30,
 December 31,
  March 31,
 December 31,
 
 2007 2006  2008 2007 
 (Unaudited) (Note)  (Unaudited) (Note) 
 (In thousands)  (In thousands) 
Assets
Assets
        
Current assets:                
Cash and cash equivalents $8,336  $10,799  $7,702  $13,343 
Accounts receivable, net  25,195   23,777   20,611   23,449 
Prepaid expenses and other current assets  4,402   4,363   4,802   4,590 
          
Total current assets  37,933   38,939   33,115   41,382 
Property and equipment  149,324   145,463   155,503   153,504 
Less accumulated depreciation  75,016   71,805   79,145   77,287 
          
Net property and equipment  74,308   73,658   76,358   76,217 
Other assets:                
Broadcast licenses, net  157,533   150,114   167,203   163,102 
Goodwill, net  48,907   49,605   54,968   49,661 
Other intangibles, deferred costs and investments, net  6,987   10,325   6,811   7,282 
          
Total other assets  213,427   210,044   228,982   220,045 
          
 $325,668  $322,641  $338,455  $337,644 
          
Liabilities and stockholders’ equity
Liabilities and stockholders’ equity
        
Current liabilities:                
Accounts payable $2,576  $2,090  $1,339  $3,017 
Payroll and payroll taxes  7,207   7,441   5,789   7,722 
Other accrued expenses  5,439   6,088   3,862   4,848 
Barter transactions  1,825   1,703   2,226   1,720 
Current portion of long-term debt  1,061    
          
Total current liabilities  17,047   17,322   14,277   17,307 
Deferred income taxes  33,122   31,367   37,231   36,829 
Long-term debt  129,911   133,911   133,350   129,911 
Other liabilities  3,827   3,805   4,429   4,521 
Stockholders’ equity
                
Common stock  213   213   214   213 
Additional paid-in capital  49,881   48,971   51,034   50,600 
Retained earnings  105,683   101,133   113,047   112,137 
Treasury stock  (14,016)  (14,081)  (15,127)  (13,874)
          
Total stockholders’ equity  141,761   136,236   149,168   149,076 
          
 $325,668  $322,641  $338,455  $337,644 
          
 
Note: The balance sheet at December 31, 20062007 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements.
 
See notes to unaudited condensed consolidated financial statements.


3


SAGA COMMUNICATIONS, INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
 
        
                 Three Months Ended
 
 Three Months Ended
 Six Months Ended
  March 31, 
 June 30, June 30,  2008 2007 
 2007 2006 2007 2006  (Unaudited) 
 (Unaudited)  (In thousands, except
 
 (In thousands, except per share data)  per share data) 
Net operating revenue $38,421  $37,745  $70,304  $68,936  $31,532  $31,883 
Station operating expenses  27,016   26,369   53,011   51,072   25,421   25,995 
Corporate general and administrative  2,606   2,499   4,922   4,480   2,552   2,316 
              
Operating income  8,799   8,877   12,371   13,384   3,559   3,572 
Other expenses, net:                        
Interest expense  2,281   2,355   4,578   4,632   1,995   2,297 
Other expense (income), net  47   (215)  82   (570)
Other expense, net  20   35 
              
Income before income tax  6,471   6,737   7,711   9,322   1,544   1,240 
Income tax provision  2,661   2,749   3,161   3,809   634   500 
              
Net income $3,810  $3,988  $4,550  $5,513  $910  $740 
              
Earnings per share                        
Basic $.19  $.19  $.23  $.27  $.05  $.04 
              
Diluted $.19  $.19  $.23  $.27  $.05  $.04 
              
Weighted average common shares  20,083   20,575   20,066   20,528   20,078   20,221 
              
Weighted average common and common equivalent shares  20,113   20,593   20,101   20,547   20,087   20,242 
              
 
See notes to unaudited condensed consolidated financial statements.


4


SAGA COMMUNICATIONS, INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
                
 Six Months Ended
  Three Months Ended
 
 June 30,  March 31, 
 2007 2006  2008 2007 
 (Unaudited)  (Unaudited) 
 (In thousands)  (In thousands) 
Cash flows from operating activities:
                
Cash provided by operating activities $9,233  $11,811  $4,042  $4,268 
Cash flows from investing activities:
                
Acquisition of property and equipment  (4,563)  (4,712)  (2,046)  (2,414)
Proceeds from sale of assets  26   639 
Increase in intangibles and other assets  (282)  (1,879)     (2,018)
Acquisition of stations  (2,941)     (10,729)  (925)
Other investing activities  33   10 
          
Net cash used in investing activities  (7,760)  (5,952)  (12,742)  (5,347)
Cash flows from financing activities:
                
Proceeds from long-term debt  5,500    
Payments on long-term debt  (4,000)  (12,000)  (1,000)  (2,000)
Payments for debt issuance costs     (350)
Purchase of shares held in treasury  (126)  (853)  (1,399)  (126)
Net proceeds from exercise of stock options  190   68 
Other financing activities  (42)   
          
Net cash used in financing activities  (3,936)  (13,135)
     
Net cash provided by (used in) financing activities  3,059   (2,126)
Net decrease in cash and cash equivalents  (2,463)  (7,276)  (5,641)  (3,205)
Cash and cash equivalents, beginning of period  10,799   15,168   13,343   10,799 
          
Cash and cash equivalents, end of period $8,336  $7,892  $7,702  $7,594 
          
 
See notes to unaudited condensed consolidated financial statements.


5


SAGA COMMUNICATIONS, INC.
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
1.  Summary of Significant Accounting Policies
 
Basis of Presentation
 
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions toForm 10-Q and Article 10 ofRegulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for annual financial statements.
 
In our opinion, the accompanying financial statements include all adjustments of a normal, recurring nature considered necessary for a fair presentation of our financial position as of June 30, 2007March 31, 2008 and the results of operations for the three and six months ended June 30, 2007March 31, 2008 and 2006.2007. Results of operations for the sixthree months ended June 30, 2007March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.2008.
 
For further information, refer to the consolidated financial statements and notesfootnotes thereto included in the Saga Communications, Inc. Annual Report onForm 10-K for the year ended December 31, 2006.2007.
 
Income Taxes
 
Our effective tax rate is higher than the federal statutory rate as a result of certain non-deductible depreciation and amortization expenses and the inclusion of state taxes in the income tax amount.
 
Revenue Recognition
 
Revenue from the sale of commercial broadcast time to advertisers is recognized when commercials are broadcast. Revenue is reported net of advertising agency commissions. Agency commissions, when applicable, are based on a stated percentage applied to gross billing. All revenue is recognized in accordance with the Securities and Exchange Commission’s (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, Topic 13,“Revenue Recognition Revised and Updated.”
 
Time Brokerage Agreements
 
We have entered into Time Brokerage Agreements (“TBAs”) or Local Marketing Agreements (“LMA’s”) in certain markets. In a typical TBA,TBA/LMA, the Federal Communications Commission (“FCC”) licensee of a station makes available, for a fee, blocks of air time on its station to another party that supplies programming to be broadcast during that air time and sells their own commercial advertising announcements during the time periods specified. We account for TBA’sTBA’s/LMA’s under SFASStatement of Financial Accounting Standards (“SFAS”) No. 13, “Accounting“Accounting for Leases” and related interpretations. Revenue and expenses related to TBAsTBA’s/LMA’s are included in the accompanying unaudited Condensed Consolidated Statements of Income.
 
2.  
Nonmonetary Asset Exchanges
Recent Accounting Pronouncements
On September 15, 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) SFAS No. 157, “Fair Value Measurements,” which provides guidance for using fair value to measure assets and liabilities. SFAS No. 157 also responds to investors’ requests for more information about: (1) the extent to which companies measure assets and liabilities at fair value; (2) the information used to measure fair value; and (3) the effect that fair value measurements have on earnings. SFAS No. 157 will apply whenever another standard requires (or permits) assets or liabilities to be measured at fair value. SFAS No. 157 does not expand the use of fair value to any new circumstances. SFAS No. 157 is effective January 1, 2008, and we are currently evaluating its impact and effect on our financial position, results of operations or cash flows.
 
On July 13,In 2006, the FASB issued Interpretation No. 48FCC granted to Sprint Nextel Corporation (“FIN 48”Nextel”), “Accounting the right to reclaim from broadcasters in each market across the country the 1.9 GHz spectrum to use for Uncertainty in Income Taxes and Related Implementation Issues”an emergency communications system. In order to reclaim this signal, Nextel must replace all analog equipment currently using this spectrum with digital equipment. All broadcasters have agreed to use the digital substitute that provides guidance on the financial statement recognition, measurement, and presentation and disclosureNextel will provide. The exchange of certain tax positions that a company has taken or expects to takeequipment will be completed on a tax return. Under FIN 48, financial statements should reflect expected future tax consequencesmarket by market basis. As the equipment is exchanged and put into service in each of such positions presumingour markets we expect to record gains to the taxing authorities have full knowledgeextent that the fair market value of the position and allequipment we receive exceeds the book value of the analog equipment we exchange. No markets were transitioned during the first quarter of 2008 or 2007. All markets must be transitioned to digital by February 2009.


6


 
SAGA COMMUNICATIONS, INC.
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)

relevant facts.
2.  Recent Accounting Pronouncements
In December 2007, the FASB issued SFAS No. 141(R),“Business Combinations”(“SFAS 141R”), which changes the principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. SFAS 141R also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effect of the business combination. SFAS 141R is effective prospectively for fiscal years beginning after December 15, 2008 (as of January 1, 2009 for the Company). SFAS 141R will have an impact on accounting for business combinations once adopted but the effect is dependent upon acquisitions at that time.
In December 2007, the FASB issued SFAS No. 160,“Noncontrolling Interests in Consolidated Financial Statements — An Amendment of ARB No. 151”(“SFAS 160”), which establishes new accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. We do not currently expect the adoption of SFAS 160 to have a material impact on our consolidated financial position, results of operations and cash flows.
In February 2007, the FASB issued SFAS No. 159,The Company wasFair Value Option for Financial Assets and Financial Liabilities”(“SFAS 159”), which allows entities the option to measure eligible financial instruments at fair value as of specified dates. Such election, which may be applied on an instrument by instrument basis, is typically irrevocable once elected. An entity would report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. The provisions of SFAS 159 were effective as of January 1, 2008. We did not elect the fair value option under this standard upon adoption.
In September 2006, the FASB issued SFAS No. 157,“Fair Value Measurements”(“SFAS 157”) which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Companies were required to adoptapply the recognition and disclosure provision of SFAS 157 for financial assets and financial liabilities effective January 1, 2008. In February 2008, the FASB issued FSPFAS 157-2 that delayed by one year, the effective date of SFAS 157 for the majority of nonfinancial assets and nonfinancial liabilities. We adopted the provisions of FIN 48SFAS 157 effective January 1, 2007. The adoption of FIN 482008 for certain assets which were not included in FSPFAS 157-2, which did not have a material impact or effect on our consolidated financial position, results of operations orand cash flows. We do not expect the adoption of the deferred portion of SFAS 157 to have a material impact on our consolidated financial position, results of operations and cash flows.
In September 2006, the Emerging Issues Task Force (“EITF”) reached a consensus on EITF IssueNo. 06-4,“Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements”(“EITFNo. 06-4”). EITFNo. 06-4 requires that for endorsement split-dollar life insurance arrangements that provide a benefit to an employee that extends to postretirement periods, an employer should recognize a liability for future benefits in accordance with SFAS No. 106 (if, in substance, a postretirement benefit plan exists) or Accounting Principles Board Opinion No. 12 (if the arrangement is, in substance, an individual deferred compensation contract) based on the substantive agreement with the employee. We adopted EITFNo. 06-4 effective January 1, 2008, which did not have a material impact or effect on our consolidated financial position, results of operations and cash flows.


7


SAGA COMMUNICATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
 
3.  Intangible Assets and Goodwill
 
Under SFAS No. 142 “Accounting“Accounting for Goodwill and Other Intangible Assets,” (“SFAS 142”) goodwill and intangible assets deemed to have indefinite lives are not amortized and are subject to annual,impairment tests which are conducted annually, or more frequent if impairment indicators arise, impairment tests.arise.
 
We consider FCC broadcast licenses to have indefinite lives. Factors that we considered in evaluating that the radio and television FCC licenses are indefinite-lived intangible assets under SFAS 142 include the following:
 
 • The radio and television broadcasting licenses may be renewed indefinitely at little cost.
 
 • The radio and television broadcasting licenses are essential to our business, and we intend to renew our licenses indefinitely.
 
 • We have never been denied the renewal of a FCC broadcast license.
 
 • We do not believe that there will be any compelling challenge to the renewal of our broadcast licenses.
 
 • We do not believe that the technology used in broadcasting will be replaced by another technology in the foreseeable future.
 
Based on the above, we believe cash flows from our radio and television licenses are expected to continue indefinitely.
 
SeparableSeparate intangible assets that have finite lives are amortized over their useful lives using the straight-line method. Favorable lease agreements are amortized over the lives of the leases. Other intangibles are amortized over fiveone to fortyeleven years.
 
4.  Common Stock and Treasury Stock
 
The following summarizes information relating to the number of shares of our common stock issued in connection with stock transactions through June 30, 2007:March 31, 2008:
 
                
 Common Stock Issued  Common Stock Issued 
 Class A Class B  Class A Class B 
 (Shares in thousands)  (Shares in thousands) 
Balance, January 1, 2006  18,792   2,369 
Exercised options  11   5 
Issuance of restricted stock  89   22 
     
Balance, December 31, 2006  18,892   2,396 
Balance, January 1, 2007  18,892   2,396 
Exercised options  38      43    
Conversion of shares  8   (8)  8   (8)
Issuance of restricted stock  36   5   36   5 
Forfeiture of restricted stock  (2)     (2)   
          
Balance, June 30, 2007  18,972   2,393 
Balance, December 31, 2007  18,977   2,393 
Exercised options  19    
Conversion of shares  3   (3)
          
Balance, March 31, 2008  18,999   2,390 
     

We have a Stock Buy-Back Program (the “Buy-Back Program”) to allow us to purchase up to $60,000,000 of our Class A Common Stock. From its inception in 1998 through March 31, 2008, we have repurchased 2,146,323 shares of our Class A Common Stock for approximately $27,651,000.


78


 
SAGA COMMUNICATIONS, INC.
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)

We have a Stock Buy-Back Program (the “Buy-Back Program”) to allow us to purchase up to $30,000,000 of our Class A Common Stock. From its inception in 1998 through June 30, 2007, we have repurchased 1,907,210 shares of our Class A Common Stock for approximately $26,252,000.
 
5.  Acquisitions
 
We actively seek and explore opportunities for expansion through the acquisition of additional broadcast properties. The condensed consolidated statements of income include the operating results of the acquired stations from their respective dates of acquisition. All acquisitions were accounted for as purchases and, accordingly, the total costs were allocated to the acquired assets and assumed liabilities based on their estimated fair values as of the acquisition dates. The excess of the consideration paid over the estimated fair value of net assets acquired hashave been recorded as goodwill, which is deductible for tax purposes.
 
Pending2008 Acquisitions
 
On January 21, 2004, we entered into agreements to acquire an FM radio station(WOXL-FM) serving the Asheville, North Carolina market, for approximately $8,000,000. We are currentlymarket. On November 1, 2002 we began providing programming under aSub-Time Brokerage Agreement toWOXL-FM, under a Sub-Time Brokerage Agreement. This transaction is subject to the approval of the FCC and has been contested. We expect to closeon January 31, 2008 we closed on the acquisition when all required approvals are obtained.for approximately $9,463,000 of which approximately $9,354,000 was paid in 2008 and $109,000 was paid in prior years.
 
On October 5,January 31, 2008, in connection with the 2006 acquisition of one FM radio station(WTMT-FM) serving the Tazewell, Tennessee market for approximately $4,186,000, we entered intopaid the seller $1,350,000, which had been recorded as a note payable at December 31, 2007. We relocated the tower to Weaverville, North Carolina (serving the Asheville, North Carolina market) and started broadcasting in Asheville on June 8, 2007.
2007 Acquisitions
On November 1, 2007, we acquired an agreement to acquireFM radio station(WCLZ-FM) serving the Portland, Maine market for approximately $3,555,000.
On August 31, 2007, we acquired two radio stations(WKRT-AM andWIII-FM licensed to Cortland, New York, and an FM translator station that rebroadcasts WIII) serving the Ithaca, New York market for approximately $3,500,000. The$3,843,000. Due to FCC granted consentownership rules we were not permitted to assignmentownWKRT-AM and as part of the licenses of the radio stations on December 27, 2006, but the consent is not yet a “final” FCC order duetransaction we donatedWKRT-AM to a pending petition for reconsideration. The Office of the Attorney General of the State of New York previously issued a subpoena to the Company requesting certain documents and information it needed to determine whether the proposed acquisition violated federal anti-trust laws. The Company complied with the subpoena and has been informed that the investigation is no longer active. The Company expects to close the acquisition on or about September 4, 2007.
We expect to enter into an agreement to acquire an FM radio station(WCLZ-FM) serving Portland, Maine from the Last Bastion Station Trust, LLC by August 17, 2007. This transaction would be subject to FCC approval. The Company expects to close the acquisition during the fourth quarter of 2007 after all required approvals are obtained.
2007 Acquisitionsnon-profit organization.
 
On January 2, 2007 we acquired one FM radio station(WCNR-FM) serving the Charlottesville, Virginia market for $3,330,000. On September 1, 2006 we began providing programming under an LMA toWCNR-FM. We funded this acquisition on December 31, 2006.
 
On January 16, 2007, we agreed to pay $50,000 to cancel a clause in our 2003 purchase agreement ofWSNI-FM in the Winchendon, Massachusetts market that would requirehave required us to pay the seller an additional $500,000 if within five years of closing we obtained approval from the FCC for a city of license change.
 
On January 2, 2007, in connection with the 2003 acquisition of one FM radio station(WJZA-FM) serving the Columbus, Ohio market, we paid an additional $850,000 to the seller upon obtaining approval from the FCC for a city of license change.


8


SAGA COMMUNICATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2006 Acquisitions
On August 7, 2006, we acquired one FM radio station(WTMT-FM) serving the Tazewell, Tennessee market for approximately $4,178,000 of which approximately $789,000 was paid in 2006, $2,040,000 was paid in March 2007, and $1,350,000 is recorded as a note payable at June 30, 2007. We relocated the tower to Weaverville, North Carolina (serving the Asheville, North Carolina market) and started broadcasting in Asheville on June 8, 2007.
In October 2006, we acquired a tower, antenna and transmitter and entered into agreements with another radio station in connection with the city of license change forWJZA-FM mentioned above for approximately $2,069,000.
Condensed Consolidated Balance Sheet of 2007 and 2006 Acquisitions
The following unaudited condensed balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2007 acquisitions at their respective acquisition dates. We paid approximately $2,941,000 in connection with acquisitions during the six months ended June 30, 2007. We had no acquisitions during the six months ended June 30, 2006.
Saga Communications, Inc.
Condensed Consolidated Balance Sheet of 2007 and 2006 Acquisitions
         
  Acquisitions in 
  2007  2006 
  (In thousands) 
 
Assets Acquired:
        
Property and equipment $  $1,739 
Other assets:        
Broadcast licenses-Radio segment  6,641   1,189 
Goodwill-Radio segment  80   843 
         
Total other assets  6,721   2,032 
         
Total assets acquired  6,721   3,771 
         
Liabilities Assumed:
        
Current liabilities  3,780   902 
         
Total liabilities assumed  3,780   902 
         
Net assets acquired $2,941  $2,869 
         


9


 
SAGA COMMUNICATIONS, INC.
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Condensed Consolidated Balance Sheet of 2008 and 2007 Acquisitions
The following unaudited condensed consolidated balance sheets represent the estimated fair value assigned to the related assets and liabilities of the 2008 and 2007 acquisitions at their respective acquisition dates. We paid approximately $10,729,000 and $925,000 in connection with acquisitions during the three months ended March 31, 2008 and 2007, respectively.
Saga Communications, Inc.
Condensed Consolidated Balance Sheet of 2008 and 2007 Acquisitions
         
  Acquisitions in 
  2008  2007 
  (In thousands) 
 
Assets Acquired:
        
Current assets $  $130 
Property and equipment  56   931 
Other assets:        
Broadcast licenses-Radio segment  5,450   12,210 
Goodwill-Radio segment  5,307   834 
Other intangibles, deferred costs and investments     46 
         
Total other assets  10,757   13,090 
         
Total assets acquired  10,813   14,151 
         
Liabilities Assumed:
        
Current liabilities  84   3,853 
         
Total liabilities assumed  84   3,853 
         
Net assets acquired $10,729  $10,298 
         


10


SAGA COMMUNICATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
Pro Forma Results of Operations for Acquisitions and Dispositions (Unaudited)
 
The following unaudited pro forma results of our operations for the three and six months ended June 30,March 31, 2008 and 2007 and 2006 assume the 20072008 and 20062007 acquisitions occurred as of January 1, 2006.2007. The pro forma results give effect to certain adjustments, including depreciation, amortization of intangible assets, increased interest expense on acquisition debt and related income tax effects. The pro forma results have been prepared for comparative purposes only and do not purport to indicate the results of operations which would actually have occurred had the combinations been in effect on the dates indicated or which may occur in the future.
 
                        
 Three Months Ended
 Six Months Ended
  Three Months Ended
 
 June 30, June 30,  March 31, 
 2007 2006 2007 2006  2008 2007 
 (In thousands, except per share data)  (In thousands, except per share data) 
Consolidated Results of Operations
                
Consolidated Results of Operations:
        
Net operating revenue $38,421  $37,745  $70,304  $68,936  $31,532  $32,193 
Station operating expense  27,016   26,369   53,011   51,072   25,421   26,284 
Corporate general and administrative  2,606   2,499   4,922   4,480   2,552   2,316 
              
Operating income  8,799   8,877   12,371   13,384   3,559   3,593 
Interest expense  2,281   2,355   4,578   4,632   1,995   2,297 
Other expense (income), net  47   (215)  82   (570)  20   35 
Income taxes  2,661   2,749   3,161   3,809   634   509 
              
Net income $3,810  $3,988  $4,550  $5,513  $910  $752 
              
Basic earnings per share $.19  $.19  $.23  $.27  $.05  $.04 
              
Diluted earnings per share $.19  $.19  $.23  $.27  $.05  $.04 
              
 
                        
 Three Months Ended
 Six Months Ended
  Three Months Ended
 
 June 30, June 30,  March 31, 
 2007 2006 2007 2006  2008 2007 
 (In thousands)  (In thousands) 
Radio Broadcasting Segment
                        
Net operating revenue $33,843  $33,418  $61,736  $60,698  $27,381  $28,203 
Station operating expense  23,455   22,960   45,968   44,375   21,913   22,802 
              
Operating income $10,388  $10,458  $15,768  $16,323  $5,468  $5,401 
              
 
                        
 Three Months Ended June 30, Six Months Ended June 30,  Three Months Ended
 
 2007 2006 2007 2006  March 31, 
 (In thousands)  2008 2007 
Television Broadcasting Segment
                        
Net operating revenue $4,578  $4,327  $8,568  $8,238  $4,151  $3,990 
Station operating expense  3,561   3,409   7,043   6,697   3,508   3,482 
              
Operating income $1,017  $918  $1,525  $1,541  $643  $508 
              


1011


 
SAGA COMMUNICATIONS, INC.
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)

Reconciliation of pro forma segment operating income to pro forma consolidated operating income:
 
                                
     Corporate
        Corporate
   
 Radio Television and Other Consolidated  Radio Television and Other Consolidated 
 (In thousands)  (In thousands) 
Three Months Ended June 30, 2007:
                
Three Months Ended March 31, 2008:
                
Net operating revenue $33,843  $4,578  $  $38,421  $27,381  $4,151  $  $31,532 
Station operating expense  23,455   3,561      27,016   21,913   3,508      25,421 
Corporate general and administrative        2,606   2,606         2,552   2,552 
                  
Operating income (loss) $10,388  $1,017  $(2,606) $8,799  $5,468  $643  $(2,552) $3,559 
                  
 
                 
        Corporate
    
  Radio  Television  and Other  Consolidated 
  (In thousands) 
 
Three Months Ended June 30, 2006:
                
Net operating revenue $33,418  $4,327  $  $37,745 
Station operating expense  22,960   3,409      26,369 
Corporate general and administrative        2,499   2,499 
                 
Operating income (loss) $10,458  $918  $(2,499) $8,877 
                 
                 
        Corporate
    
  Radio  Television  and Other  Consolidated 
  (In thousands) 
 
Six Months Ended June 30, 2007:
                
Net operating revenue $61,736  $8,568  $  $70,304 
Station operating expense  45,968   7,043      53,011 
Corporate general and administrative        4,922   4,922 
                 
Operating income (loss) $15,768  $1,525  $(4,922) $12,371 
                 
                                
     Corporate
        Corporate
   
 Radio Television and Other Consolidated  Radio Television and Other Consolidated 
 (In thousands)  (In thousands) 
Six Months Ended June 30, 2006:
                
Three Months Ended March 31, 2007:
                
Net operating revenue $60,698  $8,238  $  $68,936  $28,203  $3,990  $  $32,193 
Station operating expense  44,375   6,697      51,072   22,802   3,482      26,284 
Corporate general and administrative        4,480   4,480         2,316   2,316 
                  
Operating income (loss) $16,323  $1,541  $(4,480) $13,384  $5,401  $508  $(2,316) $3,593 
                  
 
6.  Stock Based Compensation
 
The Company accounts for stock-based awards under the provisions of Statement of Financial Accounting StandardsSFAS No. 123R, “Share-Based“Share-Based Payment” (“SFAS 123R”). Compensation expense of $227,000,approximately $253,000 and $424,000, respectively, and related tax benefits of $93,000 and $174,000, respectively,$197,000 was recognized for the three and six months ended June 30, 2007. For the threeMarch 31, 2008 and six months ended June 30, 2006, the Company recognized compensation expense of $204,000 and $328,000,2007, respectively, and related tax benefits of $84,000 and $134,000, respectively. Compensation expense is reportedincluded in corporate general and administrative expenses in theour results of operations.


11


SAGA COMMUNICATIONS, INC.
The associated future income tax benefit recognized for the three months ended March 31, 2008 and 2007 were approximately $104,000 and $81,000, respectively.
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Employee Stock Purchase Plan
 
We have an employee stock purchase plan (ESPP) for all eligible employees. Each quarter, an eligible employee may elect to withhold up to 10 percent of his or her compensation, up to a maximum of $5,000, to purchase shares of our stock at a price equal to 85% of the fair value of the stock as of the last day of such quarter. The ESPP will terminate on the earlier of the issuance of 1,562,500 shares pursuant to the ESPP or December 31, 2008. Approximately 10,7918,275 and 13,4546,228 shares were purchased under the ESPP during the sixthree months ended June 30,March 31, 2008 and 2007, and 2006, respectively. Our ESPP is deemed compensatory under the provisions of SFASFAS 123R.
 
2005 Incentive Compensation Plan
 
On May 9, 2005, our stockholders approved the 2005 Incentive Compensation Plan (the “2005 Plan”) which replaces our 2003 Stock Option Plan (the “2003 Plan”) as to future grants. The 2005 Plan extends through March 2015 and allows for the granting of restricted stock, restricted stock units, incentive stock options, nonqualified stock options, and performance awards to officers and a selected number of employees.


12


SAGA COMMUNICATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
 
2003 Stock Option Plan
 
In 2003, we adopted the 2003 Plan, upon expiration of our 1992 Stock Option Plan (the “1992 Plan”) in December 2002, pursuant to which our key employees, including directors who are employees, were eligible to receive grants of options to purchase our Class A Common Stock or Class B Common Stock. Options granted under the 2003 Plan were either incentive stock options (within the meaning of Section 422A of the Internal Revenue Code of 1986) or non-qualified options. With the approval of the 2005 Plan, the 2003 Plan was terminated as to future grants, therefore the shares available for future grants under the 2003 Plan are no longer available.
The following summarizes the stock option transactions for the 2005, 2003 and 1992 Plans for the three months ended March 31, 2008:
                 
        Weighted Average
    
        Remaining
  Aggregate
 
  Number of
  Weighted Average
  Contractual Term
  Intrinsic
 
  Options  Exercise Price  (Years)  Value 
 
Outstanding at December 31, 2007  2,682,752  $12.81   4.4  $ 
Granted              
Exercised              
Forfeited              
                 
Outstanding at March 31, 2008  2,682,752  $12.81   4.1  $ 
                 
Exercisable at March 31, 2008  2,132,834  $13.50   3.1  $ 
                 
The following summarizes the non-vested stock option transactions for the 2005, 2003 and 1992 Plans for the three months ended March 31, 2008:
         
     Weighted Average
 
     Grant Date Fair
 
  Number of Options  Value 
 
Non-vested at December 31, 2007  738,263  $5.09 
Granted      
Vested  (188,345)  5.23 
Forfeited/canceled      
         
Non-vested at March 31, 2008  549,918  $5.04 
         
We calculated the fair value of the each option award on the date of grant using the Black-Scholes option pricing model. The following assumptions were used for each respective period:
         
  2007
  2006
 
  Grants  Grants 
 
Weighted average grant date fair value per share $4.82  $4.49 
Expected volatility  36.50%  37.19%
Expected term of options (years)  7.9   7.8 
Risk-free interest rate  4.76%  4.27%
Dividend yield  0%  0%
The estimated expected volatility, expected term of options and estimated annual forfeiture rate was determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant.


13


SAGA COMMUNICATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
The following summarizes the restricted stock transactions for the three months ended March 31, 2008:
         
     Weighted
 
     Average
 
     Grant Date
 
  Shares  Fair Value 
 
Outstanding at December 31, 2007  164,072  $10.24 
Granted      
Vested  (41,843)  10.55 
Forfeited      
         
Non-vested and outstanding at March 31, 2008  122,229  $10.13 
         
For the three months ended March 31, 2008 and 2007, we had approximately $113,000 and $89,000, respectively, of total compensation expense related to restricted stock-based compensation arrangements.
 
1997 Non-Employee Director Stock Option Plan
 
In 1997, we adopted the 1997 Non-Employee Director Stock Option Plan (the “Directors Plan”) pursuant to which our directors who are not our employees arewere eligible to receive options. Under the terms of the Directors Plan, on the last business day of January of each year during the term of the Directors Plan, in lieu of their directors’ retainer for the previous year, each eligible director shall automatically be granted an option to purchase that number of our shares of Class A Common Stock equal to the amount of the retainer divided by the fair market value of our Common Stock on the last trading day of the December immediately preceding the date of grant less $.01 per share. The option exercise price is $.01 per share. Options granted under the Directors Plan arewere non-qualified stock options, shall bewere immediately vested and become exercisable at the written election of the director. The options expire on the earlier of (i) 10 years from the date of grant or (ii) the March 16th following the calendar year in which they first become exercisable. This plan expired on May 12, 2007.
 
Effective January 1, 2007, each director who is not an employee shall receive cash for his or her services as a director.

The following summarizes the stock option transactions for the Directors Plan for the three months ended March 31, 2008:
             
     Weighted
  Aggregate
 
  Number of
  Average Price
  Intrinsic
 
  Options  per Share  Value 
 
Outstanding at December 31, 2007  23,080  $0.009  $135,726 
Granted          
Exercised  (18,945)  0.009     
             
Outstanding and exercisable at March 31, 2008  4,135  $0.009  $23,120 
             


1214


 
SAGA COMMUNICATIONS, INC.
 
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)

The following summarizes the stock option transactions for the 2005, 2003 and 1992 Plans for the six months ended June 30, 2007:
                 
        Weighted Average
    
        Remaining
  Aggregate
 
  Number of
  Weighted Average
  Contractual Term
  Intrinsic
 
  Options  Exercise Price  (Years)  Value 
 
Outstanding at December 31, 2006  2,531,257  $12.99   5.0  $353,721 
Granted  184,381   9.49         
Exercised  (24,853)  7.64         
Forfeited  (7,533)  10.28         
                 
Outstanding at June 30, 2007  2,683,252  $12.81   4.9  $452,349 
                 
Exercisable at June 30, 2007  1,944,989  $13.79   3.4  $77,092 
                 
The following summarizes the non-vested stock option transactions for the 2005, 2003 and 1992 Plans for the six months ended June 30, 2007:
         
     Weighted Average
 
     Grant Date Fair
 
  Number of Options  Value 
 
Non-vested at December 31, 2006  713,235  $5.20 
Granted  184,381   4.82 
Vested  (151,820)  5.32 
Forfeited/canceled  (7,533)  5.07 
         
Non-vested at June 30, 2007  738,263  $5.09 
         
We calculated the fair value of the each option award on the date of grant using the Black-Scholes option pricing model. The following assumptions were used for each respective period:
         
  2007
  2006
 
  Grants  Grants 
 
Weighted average grant date fair value per share $4.82  $4.49 
Expected volatility  36.50%  37.19%
Expected term of options (years)  7.9   7.8 
Risk-free interest rate  4.76%  4.27%
Dividend yield  0%  0%
The estimated expected volatility, expected term of options and estimated annual forfeiture rate were determined based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant.


13


SAGA COMMUNICATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following summarizes the restricted stock transactions for six months ended June 30, 2007:
         
     Weighted
 
     Average
 
     Grant Date
 
  Shares  Fair Value 
 
Outstanding at December 31, 2006  158,498  $10.55 
Granted  40,972   9.49 
Vested  (33,724)  10.81 
Forfeited  (1,674)  10.28 
         
Non-vested and outstanding at June 30, 2007  164,072  $10.24 
         
The Company had approximately $191,000 and $153,000 of total compensation expense related to restricted stock-based arrangements for the six months ended June 30, 2007 and 2006, respectively.
The following summarizes the stock option transactions for the Directors Plans for the six month ended June 30, 2007:
             
     Weighted
  Aggregate
 
  Number of
  Average Price
  Intrinsic
 
  Options  per Share  Value 
 
Outstanding at December 31, 2006  19,136  $0.009  $183,726 
Granted  22,428   0.010     
Exercised  (12,692)  0.010     
             
Outstanding and exercisable at June 30, 2007  28,872  $0.009  $282,673 
             
 
7.  Long-Term Debt
 
Long term debt consisted of the following:
 
                
 June 30,
 December 31,
  March 31,
 December 31,
 
 2007 2006  2008 2007 
 (In thousands)  (In thousands) 
Credit Agreement:                
Reducing revolver facility $128,850  $132,850  $133,350  $128,850 
Secured debt of affiliate  1,061   1,061   1,061   1,061 
          
 $129,911  $133,911   134,411   129,911 
Amounts payable within one year  1,061    
          
 $133,350  $129,911 
     
 
Our Credit Agreement is a $200,000,000$193,750,000 reducing revolving line of credit maturing on July 29, 2012. On March 31, 2008, the Revolving Commitments (as defined in the Credit Agreement) were permanently reduced by $6,250,000 and will continue to be permanently reduced at the end of each calendar quarter in amounts ranging from 3.125% to 12.5% of the total Revolving Commitments that were in effect on March 31, 2008. In addition, the Revolving Commitments shall be further reduced by specified percentages of Excess Cash Flow (as defined in the Credit Agreement) based on leverage ratios. Any outstanding balance under the Credit Agreement will be due on the maturity date of July 29, 2012.
Our indebtedness under the Credit Agreement is secured by a first priority lien on substantially all of our assets and of our subsidiaries, by a pledge of our subsidiaries’ stock and by a guarantee of our subsidiaries. We have approximately $71,150,000$60,400,000 of unused borrowing capacity under the Credit Agreement at June 30, 2007.
On March 31, 2008, the Revolving Commitments (as defined in the Credit Agreement) will be permanently reduced quarterly in amounts ranging from 3.125% to 12.5% of the total Revolving Commitments in effect on March 31, 2008. Any outstanding balance under the Credit Agreement will be due on the maturity date of July 29, 2012. In addition, the Revolving Commitments shall be further reduced by specified percentages of Excess Cash Flow (as defined in the Credit Agreement) based on leverage ratios.
 
The Credit Agreement contains a number of financial covenants (all of which we were in compliance with at June 30, 2007)March 31, 2008) that, among other things, requires us to maintain specified financial ratios and impose


14


SAGA COMMUNICATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

certain limitations on us with respect to (i) the incurrence of additional indebtedness; (ii) acquisitions, except under specified conditions; (iii) the incurrence of additional liens, except those relating to capital leases and purchase money indebtedness; (iv) the disposition of assets; (v) the payment of cash dividends; and (vi) mergers, changes in business and management, investments and transactions with affiliates. The financial covenants become more restrictive over the life of the Credit Agreement. The Credit Agreement allows for the payment of dividends provided certain requirements are met.


15


SAGA COMMUNICATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)
 
8.  Segment Information
 
We evaluate the operating performance of our markets individually. For purposes of business segment reporting, we have aligned operations with similar characteristics into two business segments: Radio and Television.
 
The Radio segment includes twenty-three markets, which includes all eighty-nineninety-one of our radio stations and five radio information networks. The Television segment includes three markets and consists of five television stations and four low power television (“LPTV”) stations. The Radio and Television segments derive their revenue from the sale of commercial broadcast inventory. The category “Corporate general and administrative” represents the income and expense not allocated to reportable segments.
 
                                
     Corporate
        Corporate
   
 Radio Television and Other Consolidated  Radio Television and Other Consolidated 
 (In thousands)  (In thousands) 
Three Months Ended June 30, 2007:
                
Three Months Ended March 31, 2008:
                
Net operating revenue $33,843  $4,578  $  $38,421  $27,381  $4,151  $  $31,532 
Station operating expense  23,455   3,561      27,016   21,913   3,508      25,421 
Corporate general and administrative        2,606   2,606         2,552   2,552 
                  
Operating income (loss) $10,388  $1,017  $(2,606) $8,799  $5,468  $643  $(2,552) $3,559 
                  
Depreciation and amortization $1,539  $400  $51  $1,990  $1,562  $395  $53  $2,010 
                  
Total assets $294,777  $31,582  $12,096  $338,455 
         
 
                                
     Corporate
        Corporate
   
 Radio Television and Other Consolidated  Radio Television and Other Consolidated 
 (In thousands)  (In thousands) 
Three Months Ended June 30, 2006:
                
Three Months Ended March 31, 2007:
                
Net operating revenue $33,418  $4,327  $  $37,745  $27,893  $3,990  $  $31,883 
Station operating expense  22,960   3,409      26,369   22,513   3,482      25,995 
Corporate general and administrative        2,499   2,499         2,316   2,316 
                  
Operating income (loss) $10,458  $918  $(2,499) $8,877  $5,380  $508  $(2,316) $3,572 
                  
Depreciation and amortization $1,536  $414  $48  $1,998  $1,506  $389  $47  $1,942 
                  
Total assets $272,197  $31,401  $14,966  $318,564 
         


15


SAGA COMMUNICATIONS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

                 
        Corporate
    
  Radio  Television  and Other  Consolidated 
  (In thousands) 
 
Six Months Ended June 30, 2007:
                
Net operating revenue $61,736  $8,568  $  $70,304 
Station operating expense  45,968   7,043      53,011 
Corporate general and administrative        4,922   4,922 
                 
Operating income (loss) $15,768  $1,525  $(4,922) $12,371 
                 
Depreciation and amortization $3,045  $789  $98  $3,932 
                 
Total assets $280,308  $31,612  $13,748  $325,668 
                 

                 
        Corporate
    
  Radio  Television  and Other  Consolidated 
  (In thousands) 
 
Six Months Ended June 30, 2006:
                
Net operating revenue $60,698  $8,238  $  $68,936 
Station operating expense  44,375   6,697      51,072 
Corporate general and administrative        4,480   4,480 
                 
Operating income (loss) $16,323  $1,541  $(4,480) $13,384 
                 
Depreciation and amortization $3,075  $806  $96  $3,977 
                 
Total assets $269,795  $32,171  $14,817  $316,783 
                 

16


Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
 
The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto of Saga Communications, Inc. and its subsidiaries contained elsewhere herein and the audited financial statements and Management’sManagement Discussion and Analysis contained in our Annual Report onForm 10-K for the year ended December 31, 2006.2007. The following discussion is presented on both a consolidated and segment basis. Corporate general and administrative expenses, interest expense, other (income) expense, and income tax expense are managed on a consolidated basis and are therefore, reflected only in our discussion of consolidated results.
 
Our discussion of the results of operations of our operating segments focuses on their operating income because we manage our operating segments primarily on their operating income. We evaluate the operating performance of our markets individually. For purposes of business segment reporting, we have aligned operations with similar characteristics into two business segments: Radio and Television. The Radio segment includes twenty-three markets, which includes all eighty-nineninety-one of our radio stations and five radio information networks. The Television segment includes three markets and consists of five television stations and four LPTV stations.
 
General
 
We are a broadcast company primarily engaged in acquiring, developing and operating radio and television stations. We actively seek and explore opportunities for expansion through the acquisition of additional broadcast properties. We review acquisition opportunities on an ongoing basis.
 
For additional information with respect to acquisitions, see “Liquidity and Capital Resources” below.
 
Radio Segment
 
In ourOur radio segment oursegment’s primary source of revenue is from the sale of advertising for broadcast on our stations. Depending on the format of a particular radio station, there are a predetermined number of advertisements available to be broadcast each hour.
 
Most advertising contracts are short-term, and generally run only for a few weeks. Most of our revenue is generated from local advertising, which is sold primarily by each radio markets’ sales staff. For each of the sixthree months ended June 30,March 31, 2008 and 2007, and 2006, approximately 86% and 87%, respectively, of our gross radio segment gross revenue was from local advertising. To generate national advertising sales, we engage an independent advertising sales representative firm that specializes in national sales for each of our broadcast markets.
 
Our revenue varies throughout the year. Advertising expenditures, our primary source of revenue, generally have been lowest during the winter months, which include the first quarter of each year.
 
Our net operating revenue, and the resulting station operating expenses,expense and operating income varies from market to market based upon the related market’s rank or size which is based upon population and the available radio advertising revenue in that particular market.
 
Our financial results are dependent on a number of factors, the most significant of which is our ability to generate advertising revenue through rates charged to advertisers. The rates a station is able to charge are, in large part, based on a station’s ability to attract audiences in the demographic groups targeted by its advertisers. In a number of our markets this is measured by periodic reports generated by independent national rating services. In the remainder of our markets it is measured by the results advertisers obtain through the actual running of an advertising schedule. Advertisers measure these results based on increased demand for their goods or servicesand/or actual revenues generated from such demand. Various factors affect the rate a station can charge, including the general strength of the local and national economies, population growth, ability to provide popular programming, local market competition, target marketing capability of radio compared to other advertising media and signal strength. Because reaching a large and demographically attractive audience is crucial to a station’s financial success, we endeavor to develop strong listener loyalty.


17


When we acquireand/or begin to operate a station or group of stations we generally increase programming


17


and advertising and promotion expenses to increase our share of our target demographic audience. Our strategy sometimes requires levels of spending commensurate with the revenue levels we plan on achieving in two to five years. During periods of economic downturns, or when the level of advertising spending is flat or down across the industry, this strategy may result in the appearance that our cost of operations are increasing at a faster rate than our growth in revenues, until such time as we achieve our targeted levels of revenue for the acquired station or group of stations.
 
The number of advertisements that can be broadcast without jeopardizing listening levels (and the resulting ratings) is limited in part by the format of a particular radio station. Our stations strive to maximize revenue by constantly managing the number of commercials available for sale and adjusting prices based upon local market conditions and ratings. While there may be shifts from time to time in the number of advertisements broadcast during a particular time of the day, the total number of advertisements broadcast on a particular station generally does not vary significantly from year to year. Any change in our revenue, with the exception of those instances where stations are acquired or sold, is generally the result of inventory sell out ratios and pricing adjustments, which are made to ensure that the station efficiently utilizes available inventory.
 
Our radio stations employ a variety of programming formats. We periodically perform market research, including music evaluations, focus groups and strategic vulnerability studies. Our stations also employ audience promotions to further develop and secure a loyal following. We believe that the diversification of formats on our radio stations helps to insulate us from the effects of changes in musical tastes of the public on any particular format.
 
The primary operating expenses involved in owning and operating radio stations are employee salaries including commissions, depreciation, programming expenses, solicitation ofand advertising and promotion expenses.
 
Historically,Similar to the fluctuations in the current general economic climate, radio revenue growth has been declining or stagnant over the last several years primarily in major markets that are dependent on national advertising. We believe this decline in major market radio advertising revenue is the result of a lack of pricing discipline by radio operators and new technologies and media (such as the Internet, satellite radio, and MP3 players.) These new technologies and media are gaining advertising share against radio and other traditional media. Conversely, radio revenue in the small to mid markets has been trending upward in recent months.
We have begun several initiatives to offset the declines. We are continuing to expand our interactive initiative to provide a seamless audio experience across numerous platforms to connect with our listeners where and when they want, and are adding online components including streaming our stations over the internet and on-demand options. We are seeing solid development potential in this area and believe that revenues from interactive will continue to increase.
We also continue the rollout of HD Radiotm. HD Radio utilizes digital technology that provides improved sound quality over standard analog broadcasts and also allows for the delivery of additional channels of diversified programming or data streams in each radio market. It is unclear what impact HD Radio will have on the industry and our revenue as the availability of HD receivers, particularly in automobiles, is not widely available.
During the three months ended March 31, 2008 and 2007 and the years ended December 31, 2007 and 2006, our Columbus, Ohio; Manchester, New Hampshire; Milwaukee, Wisconsin; and Norfolk, Virginia markets, have each represented 15% or more of our consolidated operating income. During the six month periods ended June 30, 2007 and 2006 and the years ended December 31, 2006 and 2005, these markets when combined, represented approximately 65%78%, 71%88%, 64%60% and 75%64%, respectively, of our consolidated operating income. An adverse change in any of these radio markets or our relative market position in those markets could have a significant impact on our operating results as a whole.
A decreasesignificant decline in the total available radio advertising dollars in the Columbus, Ohio and Norfolk, Virginia markets has resulted in a significant decline in our net revenue, for the three months ended March 31, 2008 as compared to the corresponding period of 2007, of 23% and 18%, respectively and the related operating income in our radio stations there. Weat these markets. Additionally, we are also experiencing ratings softness in


18


these markets which has also affected revenue. We do not expect any significant improvements in the Columbus and Norfolk markets which has also affected revenue. None of our television markets represented more than 15% or more of our consolidated operating income. in the foreseeable future.
The following tables describe the percentage of our consolidated operating income represented by each of these markets:
 
        
 Percentage of
  
 Consolidated
 Percentage of
 Operating
 Consolidated
             Income for
 Operating
 Percentage of
 Percentage of
  the Three
 Income for
 Consolidated Operating
 Consolidated Operating
  Months
 the Years
 Income for the Six Months Ended
 Income for the Years Ended
  Ended
 Ended
 June 30, December 31,  March 31, December 31,
 2007 2006 2006 2005  2008 2007 2007 2006
Market:
                        
Columbus, Ohio  11%  10%  10%  13%  2% 13%  7% 10%
Manchester, New Hampshire  14%  15%  14%  15% 27% 19% 15% 14%
Milwaukee, Wisconsin  34%  34%  30%  33% 47% 48% 31% 30%
Norfolk, Virginia  6%  12%  10%  14%  2%  8%  7% 10%
 
We utilizeuse certain financial measures that are not calculated in accordance with generally accepted accounting principles in the United States of America (GAAP) to assess our financial performance. For example, we evaluate the performance of our markets based on “station operating income” (operating income plus corporate general and administrative expenses, depreciation and amortization). Station operating income is generally recognized by the broadcasting industry as a measure of performance, is used by analysts who


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report on the performance of the broadcasting industry and it serves as an indicator of the market value of a group of stations. In addition, we use it to evaluate individual stations, market-level performance, overall operations and as a primary measure for incentive based compensation of executives and other members of management. Station operating income is not necessarily indicative of amounts that may be available to us for debt service requirements, other commitments, reinvestment or other discretionary uses. Station operating income is not a measure of liquidity or of performance in accordance with GAAP, and should be viewed as a supplement to, and not a substitute for our results of operations presented on a GAAP basis.
 
During the six month periodsthree months ended June 30,March 31, 2008 and 2007 and 2006 and the years ended December 31, 20062007 and 2005,2006, the radio stations in our four largest markets when combined, represented approximately 41%38%, 47%44%, 45%40% and 48%45%, respectively, of our consolidated station operating income. The following tables describe the percentage of our consolidated station operating income represented by each of these markets:
 
        
 Percentage of
  
 Consolidated
 Percentage of
 Station
 Consolidated
             Operating
 Station
 Percentage of
 Percentage of
  Income (*)
 Operating
 Consolidated Station
 Consolidated Station
  for the Three
 Income (*)
 Operating Income (*)
 Operating Income (*)
  Months
 for the Years
 for the Six Months
 for the Years Ended
  Ended
 Ended
 Ended June 30, December 31,  March 31, December 31,
 2007 2006 2006 2005  2008 2007 2007 2006
Market:
                        
Columbus, Ohio  7%  7%  8%  9%  2%  7%  6%  8%
Manchester, New Hampshire  9%  10%  9%  9% 12%  9% 10%  9%
Milwaukee, Wisconsin  21%  22%  21%  21% 22% 23% 20% 21%
Norfolk, Virginia  4%  8%  7%  9%  2%  5%  4%  7%
 
 
Operating income plus corporate general and administrative, depreciation and amortization


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Television Segment
 
In ourOur television segment, oursegment’s primary source of revenue is from the sale of advertising for broadcast on our stations. The number of advertisements available for broadcast on our television stations is limited by certain network affiliation and syndicated programming agreements and, with respect to children’s programs, federal regulation. Our television broadcasting segmentstations’ local market managers determine only determine the number of advertisements to be broadcast hourly in locally produced programs, which are comprised mainly ofprimarily news programming and the occasional locally producedoccasionally local sports or information show.shows.
 
Our net operating revenue, and the resulting station operating expenses,expense and operating income vary from market to market based upon the related market’s rank or size which is based upon population, the available television advertising revenue in that particular market, and the popularity of programming being broadcast.
 
Our financial results are dependent on a number of factors, the most significant of which is our ability to generate advertising revenue through rates charged to advertisers. The rates a station is able to charge are, in large part, based on a station’s ability to attract audiences in the demographic groups targeted by its advertisers, as measured principally by periodic reports by independent national rating services. Various factors affect the raterates a station can charge, including the general strength of the local and national economies, population growth, ability to provide popular programming through locally produced news, sports and weather and as a result of syndication and network affiliation agreements, local market competition, the ability of television broadcasting to reach a mass appeal market compared to other advertising media, and signal strength including cable/satellite coverage, and government regulation and policies.
When we acquireand/or begin operating a station or group of stations we generally increase programming expenses including local news, sports and weather programming, new syndicated programming, and advertising and promotion expenses to increase our viewership. Our strategy sometimes requires levels of spending commensurate with the revenue levels we plan on achieving in two to five years. During periods of economic downturns, or when the level of advertising spending is flat or down across the industry, this strategy may result in the appearance that our


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cost of operations are increasing at a faster rate than our growth in revenues, until such time as we achieve our targeted levels of revenue for the acquired/operated station or group of stations.
 
Our stations strive to maximize revenue by constantly adjusting prices for our commercial spots based upon local market conditions, demand for advertising and ratings. While there may be shifts from time to time in the number of advertisements broadcast during a particular time of the day, the total number of advertisements broadcast on a particular station generally does not vary significantly from year to year. Any change in our revenue, with the exception of those instances where stations are acquired or sold, is generally the result of pricing adjustments, which are made to ensure that the station efficiently utilizes available inventory.
 
Because audience ratings in the local market are crucial to a station’s financial success, we endeavor to develop strong viewer loyalty by providing locally produced news, weather and sports programming. We believe that this emphasis on the local market provides us with the viewer loyalty we are trying to achieve.
 
Most of our revenue is generated from local advertising, which is sold primarily by each television markets’ sales staff. For each of the sixthree months ended June 30,March 31, 2008 and 2007, approximately 82% and 2006, approximately 81%83%, respectively, of our gross television revenue was from local advertising. To generate national advertising sales, we engage independent advertising sales representatives that specialize in national sales for each of our television markets.
 
Our revenue varies throughout the year. Advertising expenditures, our primary source of revenue, generally have been lowest during the winter months, which include the first quarter of each year.
 
The primary operating expenses involved in owning and operating television stations are employee salaries including commissions, depreciation, programming expenses, including news production and the cost of acquiring certain syndicated programming, solicitation ofand advertising and promotion expenses.


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Our television market in Joplin, Missouri represented approximately 16%, 12%, 9% and 9%, respectively, of our consolidated operating income for the three months ended March 31, 2008 and 2007 and the years ended December 31, 2007 and 2006.
 
Three Months Ended June 30, 2007March 31, 2008 Compared to Three Months Ended June 30, 2006March 31, 2007
 
Results of Operations
 
The following tables summarize our results of operations for the three months ended June 30, 2007March 31, 2008 and 2006.2007.
 
Consolidated Results of Operations
 
                                
 Three Months Ended
      Three Months Ended
     
 June 30, $ Increase
 % Increase
  March 31, $ Increase
 % Increase
 
 2007 2006 (Decrease) (Decrease)  2008 2007 (Decrease) (Decrease) 
 (In thousands, except percentages and per share information)  (In thousands, except percentages and per share information) 
Net operating revenue $38,421  $37,745  $676   1.8% $31,532  $31,883  $(351)  (1.1)%
Station operating expense  27,016   26,369   647   2.5%  25,421   25,995   (574)  (2.2)%
Corporate G&A  2,606   2,499   107   4.3%  2,552   2,316   236   10.2%
                  
Operating income  8,799   8,877   (78)  (0.9)%  3,559   3,572   (13)  (.4)%
Interest expense  2,281   2,355   (74)  (3.1)%  1,995   2,297   (302)  (13.1)%
Other expense (income), net  47   (215)  262   N/M   20   35   (15)  N/M 
Income taxes  2,661   2,749   (88)  (3.2)%  634   500   134   26.8%
                  
Net income $3,810  $3,988  $(178)  (4.5)% $910  $740  $170   23.0%
                  
Earnings per share (basic and diluted) $.19  $.19  $   % $.05  $.04  $.01   25.0%
                  


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Radio Broadcasting Segment
 
                                
 Three Months Ended
      Three Months Ended
     
 June 30, $ Increase
 % Increase
  March 31, $ Increase
 % Increase
 
 2007 2006 (Decrease) (Decrease)  2008 2007 (Decrease) (Decrease) 
 (In thousands, except percentages)  (In thousands, except percentages) 
Net operating revenue $33,843  $33,418  $425   1.3% $27,381  $27,893  $(512)  (1.8)%
Station operating expense  23,455   22,960   495   2.2%  21,913   22,513   (600)  (2.7)%
                  
Operating income $10,388  $10,458  $(70)  (0.7)% $5,468  $5,380  $88   1.6%
                  
 
Television Broadcasting Segment
 
                                
 Three Months Ended
      Three Months Ended
     
 June 30, $ Increase
 % Increase
  March 31, $ Increase
 % Increase
 
 2007 2006 (Decrease) (Decrease)  2008 2007 (Decrease) (Decrease) 
 (In thousands, except percentages)  (In thousands, except percentages) 
Net operating revenue $4,578  $4,327  $251   5.8% $4,151  $3,990  $161   4.0%
Station operating expense  3,561   3,409   152   4.5%  3,508   3,482   26   0.8%
                  
Operating income $1,017  $918  $99   10.8% $643  $508  $135   26.6%
                  
 
 
N/M = Not Meaningful
 
Reconciliation of segment operating income to consolidated operating income:
                 
        Corporate
    
  Radio  Television  and Other  Consolidated 
  (In thousands) 
 
Three Months Ended June 30, 2007:
                
Net operating revenue $33,843  $4,578  $  $38,421 
Station operating expense  23,455   3,561      27,016 
Corporate general and administrative        2,606   2,606 
                 
Operating income (loss) $10,388  $1,017  $(2,606) $8,799 
                 
                 
        Corporate
    
  Radio  Television  and Other  Consolidated 
  (In thousands) 
 
Three Months Ended June 30, 2006:
                
Net operating revenue $33,418  $4,327  $  $37,745 
Station operating expense  22,960   3,409      26,369 
Corporate general and administrative        2,499   2,499 
                 
Operating income (loss) $10,458  $918  $(2,499) $8,877 
                 
Consolidated
For the three months ended June 30, 2007, consolidated net operating revenue was $38,421,000 compared with $37,745,000 for the three months ended June 30, 2006, an increase of $676,000 or 2%. We had an increase of approximately $555,000 in revenue generated by stations that we owned or operated for the comparable period in 2006 (“same station”), and an increase of approximately $121,000 in revenue attributable to stations we did not own and operate for the entire comparable period. The majority of the increase in same station revenue was attributable primarily to an increase in local revenue of approximately 3% and a decrease in national revenue of approximately 6%.


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Station operating expense was $27,016,000 for the three months ended June 30, 2007, compared with $26,369,000 for the three months ended June 30, 2006, an increase of approximately $647,000. Approximately $486,000 of the increase was attributable to stations we owned and operated for the entire comparable period, and $161,000 is attributable to those stations we did not own or operate for the entire comparable period. The increase in same station operating expense was due to an increase in selling and commission expenses directly attributable to the increase in revenue.
Operating income for the three months ended June 30, 2007 was $8,799,000 compared to $8,877,000 for the three months ended June 30, 2006, a decline of approximately $78,000 or 1%. The decrease was attributable to the increase in net operating revenue and increase in station operating expense offset by an increase in corporate general and administrative charges of approximately $107,000 or 4% primarily related to the creation of an Integrated Media department.
We generated net income of approximately $3,810,000 ($.19 per share on a fully diluted basis) during the three months ended June 30, 2007, compared with $3,988,000 ($.19 per share on a fully diluted basis) for the three months ended June 30, 2006, a decline of approximately $178,000 or 5%. The decrease was the result of the $78,000 decrease in operating income discussed above and a $262,000 increase in other expense offset by a $74,000 decrease in interest expense and an $88,000 decrease in income tax expense. Other expense (income) for the prior year period included a $345,000 gain from insurance proceeds on one of our Springfield, Illinois towers previously destroyed by a tornado.
Radio Segment
For the three months ended June 30, 2007, net operating revenue of the radio segment was $33,843,000 compared with $33,418,000 for the three months ended June 30, 2006, an increase of $425,000 or 1%. During 2007 we had an increase in net operating revenue of approximately $121,000 attributable to stations we did not own and operate for the entire comparable period. We had an increase of approximately $304,000 or 1% in net revenue generated by radio stations that we owned or operated for the comparable period in 2006 (“same station”). The majority of the increase in same station revenue was attributable to same station local revenue increases of approximately 2%, offset by same station national revenue decreases of approximately 9%.
Station operating expense for the radio segment was $23,455,000 for the three months ended June 30, 2007, compared with $22,960,000 for the three months ended June 30, 2006, an increase of approximately $495,000. The increase in station operating expense for the radio segment represents an increase of approximately $334,000 in same station operating expense and an increase of $161,000 from the operation of radio stations that we did not own or operate for the comparable period in 2006, representing a total increase in station operating expense for radio of 1% on a same station basis. This increase is primarily a result of higher selling and commission expenses directly attributed to the increase in revenue.
Operating income in the radio segment for the three months ended June 30, 2007 was $10,388,000 compared to $10,458,000 for the three months ended June 30, 2006, a decline of approximately $70,000, or less than 1%. The decrease was the result of a $425,000 increase in net operating revenue offset by a $495,000 increase in station operating expense discussed above.
Television Segment
For the three months ended June 30, 2007, net operating revenue of our television segment was $4,578,000 compared with $4,327,000 for the three months ended June 30, 2006, an increase of $251,000 or 6%. The majority of the improvement in net operating revenue was attributable to local revenue increase of approximately 5% and an increase in national revenue of approximately 10%.
Station operating expense in the television segment for the three months ended June 30, 2007 was $3,561,000, compared with $3,409,000 for the three months ended June 30, 2006, an increase of approximately $152,000, attributable to higher selling and commission expenses directly related to the increase in net revenue.


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Operating income in the television segment for the three months ended June 30, 2007 was $1,017,000 compared to $918,000 for the three months ended June 30, 2006, an increase of approximately $99,000 or 11%. The increase was the direct result of the increase in net operating revenue partially offset by the increase in station operating expense.
Six Months Ended June 30, 2007 Compared to Six Months Ended June 30, 2006
The following tables summarize our results of operations for the six months ended June 30, 2007 and 2006.
Consolidated Results of Operations
                 
  Six Months Ended
       
  June 30,  $ Increase
  % Increase
 
  2007  2006  (Decrease)  (Decrease) 
  (In thousands, except percentages and per share information) 
 
Net operating revenue $70,304  $68,936  $1,368   2.0%
Station operating expense  53,011   51,072   1,939   3.8%
Corporate G&A  4,922   4,480   442   9.9%
                 
Operating income  12,371   13,384   (1,013)  (7.6)%
Interest expense  4,578   4,632   (54)  (1.2)%
Other expense (income), net  82   (570)  652   N/M 
Income taxes  3,161   3,809   (648)  (17.0)%
                 
Net income $4,550  $5,513  $(963)  (17.5)%
                 
Earnings per share:                
Basic $.23  $.27  $(.04)  (15.6)%
                 
Diluted $.23  $.27  $(.04)  (15.6)%
                 
Radio Broadcasting Segment
                 
  Six Months Ended
       
  June 30,  $ Increase
  % Increase
 
  2007  2006  (Decrease)  (Decrease) 
  (In thousands, except percentages) 
 
Net operating revenue $61,736  $60,698  $1,038   1.7%
Station operating expense  45,968   44,375   1,593   3.6%
                 
Operating income $15,768  $16,323  $(555)  (3.4)%
                 
Television Broadcasting Segment
                 
  Six Months Ended
       
  June 30,  $ Increase
  % Increase
 
  2007  2006  (Decrease)  (Decrease) 
  (In thousands, except percentages) 
 
Net operating revenue $8,568  $8,238  $330   4.0%
Station operating expense  7,043   6,697   346   5.2%
                 
Operating income $1,525  $1,541  $(16)  (1.0)%
                 
N/M = Not meaningful


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Reconciliation of segment operating income to consolidated operating income:
 
                                
     Corporate
        Corporate
   
 Radio Television and Other Consolidated  Radio Television and Other Consolidated 
 (In thousands)  (In thousands) 
Six Months Ended June 30, 2007:
                
Three Months Ended March 31, 2008:
                
Net operating revenue $61,736  $8,568  $  $70,304  $27,381  $4,151  $  $31,532 
Station operating expense  45,968   7,043      53,011   21,913   3,508      25,421 
Corporate general and administrative        4,922   4,922         2,552   2,552 
                  
Operating income (loss) $15,768  $1,525  $(4,922) $12,371  $5,468  $643  $(2,552) $3,559 
                  
 
                                
     Corporate
        Corporate
   
 Radio Television and Other Consolidated  Radio Television and Other Consolidated 
 (In thousands)  (In thousands) 
Six Months Ended June 30, 2006:
                
Three Months Ended March 31, 2007:
                
Net operating revenue $60,698  $8,238  $  $68,936  $27,893  $3,990  $  $31,883 
Station operating expense  44,375   6,697      51,072   22,513   3,482      25,995 
Corporate general and administrative        4,480   4,480         2,316   2,316 
                  
Operating income (loss) $16,323  $1,541  $(4,480) $13,384  $5,380  $508  $(2,316) $3,572 
                  
 
Consolidated
 
For the sixthree months ended June 30, 2007,March 31, 2008, consolidated net operating revenue was $70,304,000$31,532,000 compared with $68,936,000$31,883,000 for the sixthree months ended June 30, 2006,March 31, 2007, a decline of approximately $351,000 or 1%. We had a decrease of approximately $650,000 in net operating revenue generated by stations that we owned or operated for the comparable period in 2007 (“same station”), and an increase in net operating revenue of approximately $299,000 attributable to stations we did not own and operate for the entire comparable period. Although same station gross national revenue and gross political revenue increased approximately $150,000 and $600,000, respectively, in the current quarter, this increase was offset by a decrease in gross local revenue of approximately $1,400,000. The increase in political revenue was directly attributable to advertising for the 2008 presidential race’s early primaries and congressional, senatorial and local races as well. We expect political revenue for 2008 to continue to trend upward for the year. The decrease in local revenue was primarily the result of the significant declines in gross local revenue of our radio stations in the Norfolk (18%) and Columbus (23%) markets. These declines are attributable to the significant declines in radio advertising spending in these specific markets. We do not expect any significant improvements in these markets in the foreseeable future.
Station operating expense was $25,421,000 for the three months ended March 31, 2008, compared with $25,995,000 for the three months ended March 31, 2007, a decrease of approximately $574,000 or 2%. Approximately $802,000 of the decrease was attributable to stations we owned and operated for the entire comparable period, offset by an increase of $1,368,000$228,000 from those stations that we did not own or operate for the comparable period in 2007. The decrease in same station operating expense was the direct result of the expense reductions in our radio segment we began instituting in 2007 as a result of declines in revenue, particularly in programming and advertising and promotions. We also had a decline in selling and commission expense directly attributable to the decrease in revenue.
Operating income for the three months ended March 31, 2008 was $3,559,000 compared to $3,572,000 for the three months ended March 31, 2007, a decrease of approximately $13,000, or less than 1%. The decrease was the result of lower station operating expense described in detail above, offset by reduced net operating revenue and a $236,000 or 10% increase in corporate general and administrative charges, primarily attributable to an increase in officers’ life insurance expense of $115,000, an increase in stock based compensation expense of $80,000 and an increase in interactive media related expenses of $70,000. The increase in officer’s life insurance expense was attributable to a decline in the cash surrender value of the life


22


insurance policies. The increase in stock based compensation was the result of stock options and restricted stock granted in May of 2007 for which there was no expense in the first quarter of 2007.
We generated net income of approximately $910,000 ($.05 per share on a fully diluted basis) during the three months ended March 31, 2008, compared with $740,000 ($.04 per share on a fully diluted basis) for the three months ended March 31, 2007, an increase of approximately $170,000 or 23%. The increase was primarily the result of reduced interest expense of $302,000, offset by higher income tax expense of $134,000. The decrease in interest expense was attributable to an average reduction in market interest rates of 0.85%. The increase in income tax expense was directly attributable to operating performance.
Radio Segment
For the three months ended March 31, 2008, net operating revenue of the radio segment was $27,381,000 compared with $27,893,000 for the three months ended March 31, 2007, a decrease of $512,000 or 2%. During 20072008 we had an increase in net operating revenue of approximately $190,000$299,000 attributable to stations we did not own and operate for the entire comparable period. We had an increasea decrease of approximately $1,178,000 or 2%$811,000 in net revenue generated by radio stations that we owned or operated for the comparable period in 20062007 (“same station”). The majority of the increasedecrease in same station revenue was primarily attributable to same station gross local revenue increasesdecreases of approximately 3% and$1,320,000, partially offset by an increase in same station nationalgross political revenue of $400,000. The decrease in local revenue was primarily the result of approximately 5%.the significant declines in gross local revenue of our radio stations in the Norfolk (18%) and Columbus (23%) markets. These declines are attributable to the significant declines in radio advertising spending in these specific markets. We do not expect any significant improvements in these markets in the foreseeable future. The increase in political revenue was directly attributable to advertising for the 2008 presidential race’s early primaries and congressional, senatorial and local races as well. We expect political revenue for 2008 to continue to trend upward for the year.
 
Station operating expense increased by $1,939,000 or 4% to $53,011,000 for the sixradio segment was $21,913,000 for the three months ended June 30, 2007,March 31, 2008, compared with $51,072,000$22,513,000 for the sixthree months ended June 30, 2006. StationMarch 31, 2007, a decrease of approximately $600,000 or 3%. The decrease resulted from a decrease of $828,000 in same station operating expense, increased approximately $261,000offset by an increase of $228,000 from the operation of radio stations that we did not own or operate for the comparable period in 2006.2007. The balance of the increase, $1,678,000 was fromdecrease in radio same station operating expense $1,249,000was the direct result of which was related tothe expense reductions in our decision to continue to investradio segment we began instituting in the future2007 as a result of our business with additionaldeclines in revenue, particularly in programming and advertising promotion and selling expenses, including additional sales compensation.
Operating income for the six months ended June 30, 2007 was $12,371,000 compared to $13,384,000 for the six months ended June 30, 2006,promotions. We also had a decline of approximately $1,013,000 or 8%. The decrease wasin selling and commission expense directly attributable to the increase in station operating expense and an increase in corporate general and administrative charges of approximately $442,000 or 10%. The increase in corporate general and administrative charges results primarily from an increase in stock based compensation expense of $135,000 and $250,000 related to the creation of an Integrated Media department.
We generated net income of approximately $4,550,000 ($.23 per share on a fully diluted basis) during the six months ended June 30, 2007, compared with $5,513,000 ($.27 per share on a fully diluted basis) for the six months ended June 30, 2006, an decrease of approximately $963,000 or 18%. The increase was the result of the decrease in operating income discussed above, a $652,000 increase in other expense, offset by a decrease in interest expense of approximately $54,000, and a decrease in income tax expense of approximately $648,000. Other expense (income) in the prior year period included a $500,000 gain on the disposal of assets for a slight alteration to one of our Keene, New Hampshire FM’s signal patterns and a $215,000 gain on insurance proceeds related to a Springfield, Illinois tower destroyed by a tornado. The decrease in income tax expense was directly attributable to operating performance.


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Radio Segment
For the six months ended June 30, 2007, net operating revenue in the radio segment was $61,736,000 compared with $60,698,000 for the six months ended June 30, 2006, an increase of $1,038,000 or 2%. Net operating revenue generated by radio stations that we owned and operated for the entire comparable period increased by approximately $848,000 or 1%, and approximately $190,000 in revenue was generated by radio stations and radio networks that we did not own or operate for the comparable period in 2006. The majority of the increase in same station revenue was attributable to same station local revenue increases of approximately 2%, offset by decreases in same station national revenue of approximately 6%. We had significantly increased operating revenue in our Clarksville and Champaign markets and significantly decreased revenue in our Norfolk market.
Station operating expense in our radio segment increased by $1,593,000 or 4% to $45,968,000 for the six months ended June 30, 2007, compared with $44,375,000 for the six months ended June 30, 2006. On a same station basis, station operating expense increased by approximately $1,332,000 or 3%. An increase of approximately $1,001,000 was attributable to higher advertising, promotion, selling and commission expense. Radio segment station operating expense increased by approximately $261,000 from the operation of stations that we did not own or operate for the comparable period in 2006.revenue.
 
Operating income in the radio segment for the sixthree months ended June 30, 2007March 31, 2008 was $15,768,000$5,468,000 compared to $16,323,000$5,380,000 for the sixthree months ended June 30, 2006, a decreaseMarch 31, 2007, an increase of approximately $555,000$88,000 or 3%2%. The decreaseincrease was attributable to stations we did not own and operate for the result of the increase in net operating revenue offset by the increase in station operating expense.entire comparable period.
 
Television Segment
 
For the sixthree months ended June 30, 2007,March 31, 2008, net operating revenue in theof our television segment was $8,568,000$4,151,000 compared with $8,238,000$3,990,000 for the sixthree months ended June 30, 2006,March 31, 2007, an increase of $330,000$161,000 or 4%. The improvement in net operating revenue was attributable to an increase in gross localpolitical revenue of $347,000, which is net of a $210,000 decrease$179,000 as compared to the prior year period. The increase in gross political revenue.revenue was directly attributable to advertising for the 2008 presidential race’s early primaries and congressional, senatorial and local races as well. We expect political revenue for 2008 to continue to trend upward for the year.
 
Station operating expense in ourthe television segment increased by $346,000 or 5% to $7,043,000 for the sixthree months ended June 30, 2007,March 31, 2008 was $3,508,000, compared with $6,697,000$3,482,000 for the sixthree months ended June 30, 2006. TheMarch 31, 2007, an increase in station operating expense was primarily attributable to increased selling and commission expenses as a result of the increase in revenue.approximately $26,000 or 1%.
 
Operating income in the television segment for the sixthree months ended June 30, 2007March 31, 2008 was $1,525,000$643,000 compared to $1,541,000$508,000 for the sixthree months ended June 30, 2006, a decreaseMarch 31, 2007, an increase of approximately $16,000$135,000 or 1%27%. The increase was primarily the result of higher political revenue.


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Forward-Looking Statements
 
Statements contained in thisForm 10-Q that are not historical facts are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In addition, words such as “believes,” “anticipates,” “estimates,” “plans”, “expects,” and similar expressions are intended to identify forward-looking statements. These statements are made as of the date of this report or as otherwise indicated, based on current expectations. We undertake no obligation to update this information. A number of important factors could cause our actual results for 20072008 and beyond to differ materially from those expressed in any forward-looking statements made by or on our behalf. Forward lookingForward-looking statements are not guarantees of future performance as they involve a number of risks, uncertainties and assumptions that may prove to be incorrect and that may cause our actual results and experiences to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. The risks, uncertainties and assumptions that may affect our performance include our financial leverage and debt service requirements, dependence on key personnel, dependence on key stations, U.S. and local economic conditions, our ability to successfully integrate acquired stations, regulatory requirements, new technologies, natural disasters and terrorist attacks. We cannot be sure that we will be able to anticipate or respond timely to changes in any of these factors, which could adversely affect the operating results in one or more fiscal quarters. Results of


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operations in any past period should not be considered, in and of itself, indicative of the results to be expected for future periods. Fluctuations in operating results may also result in fluctuations in the price of our stock.
 
For a more complete description of the prominent risks and uncertainties inherent in our business, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.,” “Forward-Looking“Forward Looking Statements” and “Risk Factors” in our Annual Report onForm 10-K for the year ended December 31, 2006.2007.
 
Liquidity and Capital Resources
 
Debt Arrangements and Debt Service Requirements
 
As of June 30, 2007,March 31, 2008, we had $129,911,000$134,411,000 of long-term debt (including the current portion thereof) outstanding and approximately $71,150,000$60,400,000 of unused borrowing capacity under our Credit Agreement.
 
The Credit Agreement is a $200,000,000$193,750,000 reducing revolving line of credit maturing on July 29, 2012. Our indebtedness under the Credit Agreement is secured by a first priority lien on substantially all of our assets and of our subsidiaries, by a pledge of our subsidiaries’ stock and by a guarantee of our subsidiaries.
 
The Credit Agreement may be used for general corporate purposes, including working capital, capital expenditures, permitted acquisition and related transaction expenses and permitted stock buybacks. On March 31, 2008, the Revolving Commitments (as defined in the Credit Agreement) were permanently reduced by $6,250,000 and will continue to be permanently reduced quarterlyat the end of each calendar quarter in amounts ranging from 3.125% to 12.5% of the total Revolving Commitments that was in effect on March 31, 2008. Any outstanding balance under the Credit Agreement will be due on the maturity date of July 29, 2012. In addition, the Revolving Commitments shall be further reduced by specified percentages of Excess Cash Flow (as defined in the Credit Agreement) based on leverage ratios. Any outstanding balance under the Credit Agreement will be due on the maturity date of July 29, 2012.
 
The Credit Agreement contains a number of financial covenants (all of which we were in compliance with at June 30, 2007)March 31, 2008) that, among other things, requires us to maintain specified financial ratios and impose certain limitations on us with respect to (i) the incurrence of additional indebtedness; (ii) acquisitions, except under specified conditions; (iii) the incurrence of additional liens, except those relating to capital leases and purchase money indebtedness; (iv) the disposition of assets; (v) the payment of cash dividends; and (vi) mergers, changes in business and management, investments and transactions with affiliates. The financial covenants become more restrictive over the life of the Credit Agreement. The Credit Agreement allows for the payment of dividends provided certain requirements are met.
 
Sources and Uses of Cash
 
During the sixthree months ended June 30,March 31, 2008 and 2007, and 2006, we had net cash flows from operating activities of $9,233,000$4,042,000 and $11,811,000,$4,268,000, respectively. We believe that cash flow from operations will be sufficient to meet quarterly debt service requirements for interest and scheduled payments of principal under the Credit Agreement.


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However, if such cash flow is not sufficient we may be required to sell additional equity securities, refinance our obligations or dispose of one or more of our properties in order to make such scheduled payments. There can be no assurance that we would be able to effect any such transactions on favorable terms, if at all.
 
The following transactions were either pending at June 30, 2007 or were entered into subsequent to that date, which we expect to finance through funds generated from operations and additional borrowings under our Credit Agreement:
• On January 21, 2004, we entered into agreements to acquire one FM radio station(WOXL-FM) serving the Asheville, North Carolina market, for approximately $8,000,000. We are currently providing programming toWOXL-FM under a Sub-Time Brokerage Agreement. This transaction is subject to the approval of the FCC and has been contested. We expect to close on the acquisitions when all required approvals are obtained.
• On August 7, 2006, we acquired one FM radio station(WTMT-FM) serving the Tazewell, Tennessee market for approximately $4,178,000 of which approximately $789,000 was paid in 2006, $2,040,000 was paid in March 2007, and $1,350,000 is recorded as a note payable at June 30, 2007. We relocated


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the tower to Weaverville, North Carolina (serving the Asheville, North Carolina market) and started broadcasting in Asheville on June 8, 2007.
• On October 5, 2006, we entered into an agreement to acquire two radio stations(WKRT-AM andWIII-FM licensed to Cortland, New York, and an FM translator station that rebroadcasts WIII) serving the Ithaca, New York market for approximately $3,500,000. The FCC granted consent to assignment of the licenses of the radio stations on December 27, 2006, but the consent is not yet a “final” FCC order due to a pending petition for reconsideration. The Office of the Attorney General of the State of New York previously issued a subpoena to the Company requesting certain documents and information it needed to determine whether the proposed acquisition violated federal anti-trust laws. The Company complied with the subpoena and has been informed that the investigation is no longer active. The Company expects to close the acquisition on or about September 4, 2007.
• We expect to enter into an agreement to acquire an FM radio station(WCLZ-FM) serving Portland, Maine from The Last Bastion Station Trust, LLC by August 17, 2007. This transaction would be subject to FCC approval. The Company expects to close the acquisition during the fourth quarter of 2007 after all required approvals are obtained.
We continue to actively seek and explore opportunities for expansion through the acquisition of additional broadcast properties.
 
In May 2005,January 2008, our board of directors authorized an increase to our Stock Buy-Back Program so that we may purchase a total of $30,000,000$60,000,000 of our Class A Common Stock. From the inception of the Stock Buy-Back program in 1998 through June 30, 2007,March 31, 2008, we have repurchased 1,907,2102,146,323 shares of our Class A Common Stock for approximately $26,252,000.$27,651,000. Approximately 12,800239,113 shares were repurchased during the sixthree months ended June 30, 2007March 31, 2008 for $126,000.$1,399,000.
 
We anticipate that any future acquisitions of radio and television stations and purchases of Class A Common Stock under the Stock Buy-Back Program will be financed through funds generated from operations, borrowings under the Credit Agreement, additional debt or equity financing, or a combination thereof. However, there can be no assurances that any such financing will be available on acceptable terms, ifit at all.
 
Our capital expenditures, exclusive of acquisitions, for the sixthree months ended June 30, 2007March 31, 2008 were approximately $4,563,000$2,046,000 ($4,712,0002,414,000 in 2006)2007). We anticipate capital expenditures in 20072008 to be approximately $10,500,000,$9,000,000, which we expect to finance through funds generated from operations or additional borrowings under the Credit Agreement.
 
Summary Disclosures About Contractual Obligations and Commercial Commitments
 
We have future cash obligations under various types of contracts under the terms of our Credit Agreement, operating leases, programming contracts, employment agreements, and other operating contracts. For additional information concerning our future cash obligations see “ItemItem 7. Management’s“Management’s Discussion and Analysis of Financial Condition and Results of OperationsOperation — Summary Disclosures About Contractual Obligations”Obligations and Commercial Commitments” in our Annual Reportannual report onForm 10-K for the year ended December 31, 2006.2007.
 
There have been no material changes to such contracts/commitments during the sixthree months ended June 30, 2007 other than those described above.March 31, 2008. We anticipate that the above contractual cash obligations will be financed through funds generated from operations or additional borrowings under the Credit Agreement, or a combination thereof.
 
Critical Accounting Policies and Estimates
 
Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States, which require us to make estimates, judgments and assumptions that affect the reported amounts of certain assets, liabilities, revenues, expenses and related disclosures and contingencies. We evaluate estimates used in preparation of our financial statements on a continual basis. There have been no significant changes to our critical accounting policies that are described in “ItemItem 7. Management’s“Managements Discussion


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and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates”Policies” in our Annual Reportannual report onForm 10-K for the year ended December 31, 2006.2007.
 
Inflation
 
The impact of inflation on our operations has not been significant to date. There can be no assurance that a high rate of inflation in the future would not have an adverse effect on our operations.


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Item 3.  Quantitative and Qualitative Disclosures about Market Risk
 
Refer to “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Market Risk and Risk Management Policies” and “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report onForm 10-K for the year ended December 31, 20062007 for a complete discussion of our market risk. There have been no material changes to the market risk information included in our 20062007 Annual Report onForm 10-K.
 
Item 4.  Controls and Procedures
 
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a — 1513a-15 of the Securities Exchange Act of 1934. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to cause the material information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 to be recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. There were no changes in the Company’s internal controls over financial reporting during the quarter ended June 30, 2007,March 31, 2008, that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.


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PART II — OTHER INFORMATION
 
Item 4.2.  SubmissionUnregistered Sales of Matters to a VoteEquity Securities and Use of Security HoldersProceeds
 
The Annual Meetingfollowing table summarizes our repurchases of Stockholders was heldour Class A Common Stock during the three months ended March 31, 2008. All shares repurchased during the quarter were repurchased in block purchases, open market transactions on May 14, 2007.the New York Stock Exchange and 16,129 shares were from the retention of shares for the payment of withholding taxes related to the vesting of restricted stock.
 
At the Annual Meeting of Stockholders, the stockholders voted on the following matters:
(1) The seven nominees for election as directors for the ensuing year, and until their successors are elected and qualified, received the following votes:
         
Name
 For  Withheld 
 
Clarke Brown*  14,513,935   1,175,746 
Gary Stevens*  14,582,427   1,107,254 
Donald Alt  38,389,293   1,178,008 
Brian Brady  38,380,555   1,186,746 
Edward K. Christian  36,297,339   3,269,962 
Jonathan Firestone  38,372,558   1,194,743 
Robert Maccini  38,448,093   1,119,208 
                 
        Total Number of
  Approximate Dollar
 
        Shares Purchased
  Value of Shares
 
  Total Number
     as Part of Publicly
  that May Yet be
 
  of Shares
  Average Price
  Announced
  Purchased Under the
 
Period
 Purchased  Paid per Share  Program  Program(a) 
 
January 1 — January 31, 2008  2,319  $5.888   2,319  $33,734,570 
February 1 — February 29, 2008  78,137  $5.980   78,137  $33,267,295 
March 1 — March 31, 2008  158,657  $5.788   158,657  $32,348,987 
                 
Total  239,113  $5.852   239,113  $32,348,987 
                 
 
 
(a)Elected by the holdersOn August 7, 1998 our Board of Directors approved a Stock Buy-Back Program of up to $2,000,000 of our Class A Common Stock. Since August 1998, the Board of Directors has authorized several increases to the Stock Buy-Back Program, the most recent occurring in January 2008, which increased the total amount authorized for repurchase of our Class A Common Stock to $60,000,000.
(2) The proposal to ratify the selection by the Board of Directors of Ernst & Young LLP as independent auditors to audit our consolidated financial statements for the fiscal year ending December 31, 2007 was approved with 39,462,459 votes cast for, 104,740 votes cast against and 102 abstentions.
 
Item 6.  Exhibits
 
     
 31.1 Certification of Chief Executive Officer Pursuant toRule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 31.2 Certification of Chief Financial Officer Pursuant toRules 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 32. Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 andRule 13-14(b) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
4(d)Amendment No. 1, dated as of May 24, 2005, under the Credit Agreement, dated as of July 29, 2003, among the Company, the Lenders party thereto, Union Bank of California, N.A., as Syndication Agent, Fleet National Bank, as Documentation Agent, and The Bank of New York, as Administrative Agent.
4(e)Amendment No. 2, dated as of May 16, 2006 under the Credit Agreement, dated as of July 29, 2003, between the Company, the Lenders party thereto, Bank of America, N.A., as Documentation Agent, and The Bank of New York, as Administrative Agent.
31.1Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 and Rule 13-14(b) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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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 thereunto duly authorized.
 
   
   
  SAGA COMMUNICATIONS, INC.INC
   
Date: August 9, 2007May 12, 2008 
/s/  SAMUEL D. BUSH

Samuel D. Bush
Senior Vice President, Chief Financial Officer and
Treasurer (Principal Financial Officer)
   
Date: August 9, 2007May 12, 2008 
/s/  CATHERINE A. BOBINSKI

Catherine A. Bobinski
Vice President, Corporate Controller and
Chief Accounting Officer
(Principal Accounting Officer)


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INDEX TO EXHIBITS
     
Exhibit
  
Number
 
Description
 
 31.1 Certification of Chief Executive Officer Pursuant toRule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 31.2 Certification of Chief Financial Officer Pursuant toRule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 32  Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 andRule 13-14(b) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


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