##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-Q
  (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period ended
    March 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For 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)
  þ o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




---



##### 



INDEX
   
 PagePART I.

FINANCIAL INFORMATION


3Item 1.

Financial Statements (Unaudited)


3Condensed consolidated balance
    sheets  March 31, 2008 and December 31, 2007


3Condensed consolidated statements of
    income  Three months ended March 31, 2008 and
    2007


4Condensed consolidated statements of cash
    flows  Three months ended March 31, 2008 and
    2007


5Notes to unaudited condensed consolidated
    financial statements


6Item 2.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


17Item 3.

Quantitative and Qualitative Disclosures about
    Market Risk


26Item 4.

Controls and Procedures


26PART II

OTHER INFORMATION


27Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


27Item 6.

Exhibits


27Signatures


28Ex-4(d) Amendment Number 1 to the Credit AgreementEx-4(e) Amendment Number 2 to the Credit AgreementEx-31.1 Section 302 Certification of CEOEx-31.2 Section 302 Certification of CFOEx-32 Section 906 Certification of CEO and CFO   2




---



##### Table of Contents



PART I 
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  SAGA
    COMMUNICATIONS, INC.
  CONDENSED
    CONSOLIDATED BALANCE SHEETS
  March 31,


December 31,2008


2007(Unaudited)


(Note)(In thousands)AssetsCurrent assets:Cash and cash equivalents

$
7,702


$
13,343Accounts receivable, net


20,611



23,449Prepaid expenses and other current assets


4,802



4,590Total current assets


33,115



41,382Property and equipment


155,503



153,504Less accumulated depreciation


79,145



77,287Net property and equipment


76,358



76,217Other assets:Broadcast licenses, net


167,203



163,102Goodwill, net


54,968



49,661Other intangibles, deferred costs and investments, net


6,811



7,282Total other assets


228,982



220,045$
338,455


$
337,644Liabilities and stockholders equityCurrent liabilities:Accounts payable

$
1,339


$
3,017Payroll and payroll taxes


5,789



7,722Other accrued expenses


3,862



4,848Barter transactions


2,226



1,720Current portion of long-term debt


1,061



Total current liabilities


14,277



17,307Deferred income taxes


37,231



36,829Long-term debt


133,350



129,911Other liabilities


4,429



4,521Stockholders equityCommon stock


214



213Additional paid-in capital


51,034



50,600Retained earnings


113,047



112,137Treasury stock


(15,127
)


(13,874
)Total stockholders equity


149,168



149,076$
338,455


$
337,644      3




---



##### Table of Contents



SAGA
    COMMUNICATIONS, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF INCOME
  Three Months EndedMarch 31,2008


2007(Unaudited)(In thousands, exceptper share data)Net operating revenue

$
31,532


$
31,883Station operating expenses


25,421



25,995Corporate general and administrative


2,552



2,316Operating income


3,559



3,572Other expenses, net:Interest expense


1,995



2,297Other expense, net


20



35Income before income tax


1,544



1,240Income tax provision


634



500Net income

$
910


$
740Earnings per shareBasic

$
.05


$
.04Diluted

$
.05


$
.04Weighted average common shares


20,078



20,221Weighted average common and common equivalent shares


20,087



20,242    4




---



##### Table of Contents



SAGA
    COMMUNICATIONS, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
  Three Months EndedMarch 31,2008


2007(Unaudited)(In thousands)Cash flows from operating activities:Cash provided by operating activities

$
4,042


$
4,268Cash flows from investing activities:Acquisition of property and equipment


(2,046
)


(2,414
)Increase in intangibles and other assets






(2,018
)Acquisition of stations


(10,729
)


(925
)Other investing activities


33



10Net cash used in investing activities


(12,742
)


(5,347
)Cash flows from financing activities:Proceeds from long-term debt


5,500



Payments on long-term debt


(1,000
)


(2,000
)Purchase of shares held in treasury


(1,399
)


(126
)Other financing activities


(42
)


Net cash provided by (used in) financing activities


3,059



(2,126
)Net decrease in cash and cash equivalents


(5,641
)


(3,205
)Cash and cash equivalents, beginning of period


13,343



10,799Cash and cash equivalents, end of period

$
7,702


$
7,594    5




---



##### Table of Contents



SAGA
    COMMUNICATIONS, INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
    STATEMENTS
  1.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
  Form 10-Q Regulation S-X.
    Form 10-K
  Income
    Taxes
    Revenue
    Recognition
  Revenue Recognition Revised and
    Updated.
  Time
    Brokerage Agreements
  Accounting for Leases
  Nonmonetary
    Asset Exchanges
   6




---



##### Table of Contents



SAGA
    COMMUNICATIONS, INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
 STATEMENTS  (Continued)
  2.
    Recent
    Accounting Pronouncements  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  An Amendment of ARB No. 151
  The Fair Value Option for Financial Assets and
    Financial Liabilities
  Fair Value Measurements FAS 157-2 FAS 157-2,
  No. 06-4, Accounting for Deferred Compensation and Postretirement
    Benefit Aspects of Endorsement Split-Dollar Life Insurance
    Arrangements No. 06-4). No. 06-4 No. 06-4
 7




---



##### Table of Contents



SAGA
    COMMUNICATIONS, INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
 STATEMENTS  (Continued)
  3.
    Intangible
    Assets and Goodwill  Accounting for Goodwill
    and Other Intangible Assets,
    
    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.      4.
    Common
    Stock and Treasury Stock    Common Stock IssuedClass A


Class B(Shares in thousands)Balance, January 1, 2007


18,892



2,396Exercised options


43



Conversion of shares


8



(8
)Issuance of restricted stock


36



5Forfeiture of restricted stock


(2
)


Balance, December 31, 2007


18,977



2,393Exercised options


19



Conversion of shares


3



(3
)Balance, March 31, 2008


18,999



2,390    8




---



##### Table of Contents



SAGA
    COMMUNICATIONS, INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
 STATEMENTS  (Continued)
  5.
    Acquisitions    2008
    Acquisitions
  (WOXL-FM) Sub-Time WOXL-FM,
  (WTMT-FM)
  2007
    Acquisitions
  (WCLZ-FM)
  (WKRT-AM WIII-FM WKRT-AM WKRT-AM
  (WCNR-FM) WCNR-FM.
  WSNI-FM
  (WJZA-FM)
 9




---



##### Table of Contents



SAGA
    COMMUNICATIONS, INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
 STATEMENTS  (Continued)
  Condensed
    Consolidated Balance Sheet of 2008 and 2007
    Acquisitions
    Saga
    Communications, Inc.
  Condensed
    Consolidated Balance Sheet of 2008 and 2007
    Acquisitions
  Acquisitions in2008


2007(In thousands)Assets Acquired:Current assets

$



$
130Property and equipment


56



931Other assets:Broadcast licenses-Radio segment


5,450



12,210Goodwill-Radio segment


5,307



834Other intangibles, deferred costs and investments






46Total other assets


10,757



13,090Total assets acquired


10,813



14,151Liabilities Assumed:Current liabilities


84



3,853Total liabilities assumed


84



3,853Net assets acquired

$
10,729


$
10,298  10




---



##### Table of Contents



SAGA
    COMMUNICATIONS, INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
 STATEMENTS  (Continued)
  Pro
    Forma Results of Operations for Acquisitions and Dispositions
    (Unaudited)
    Three Months EndedMarch 31,2008


2007(In thousands, except per share data)Consolidated Results of Operations:Net operating revenue

$
31,532


$
32,193Station operating expense


25,421



26,284Corporate general and administrative


2,552



2,316Operating income


3,559



3,593Interest expense


1,995



2,297Other expense (income), net


20



35Income taxes


634



509Net income

$
910


$
752Basic earnings per share

$
.05


$
.04Diluted earnings per share

$
.05


$
.04   Three Months EndedMarch 31,2008


2007(In thousands)Radio Broadcasting SegmentNet operating revenue

$
27,381


$
28,203Station operating expense


21,913



22,802Operating income

$
5,468


$
5,401   Three Months EndedMarch 31,2008


2007Television Broadcasting SegmentNet operating revenue

$
4,151


$
3,990Station operating expense


3,508



3,482Operating income

$
643


$
508  11




---



##### Table of Contents



SAGA
    COMMUNICATIONS, INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
 STATEMENTS  (Continued)
  Reconciliation
    of pro forma segment operating income to pro forma consolidated
    operating income:
  CorporateRadio


Television


and Other


Consolidated(In thousands)Three Months Ended March 31, 2008:Net operating revenue

$
27,381


$
4,151


$



$
31,532Station operating expense


21,913



3,508







25,421Corporate general and administrative










2,552



2,552Operating income (loss)

$
5,468


$
643


$
(2,552
)

$
3,559   CorporateRadio


Television


and Other


Consolidated(In thousands)Three Months Ended March 31, 2007:Net operating revenue

$
28,203


$
3,990


$



$
32,193Station operating expense


22,802



3,482







26,284Corporate general and administrative










2,316



2,316Operating income (loss)

$
5,401


$
508


$
(2,316
)

$
3,593   6.
    Stock
    Based Compensation  Share-Based Payment
  Employee
    Stock Purchase Plan
    2005
    Incentive Compensation Plan
   12




---



##### Table of Contents



SAGA
    COMMUNICATIONS, INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
 STATEMENTS  (Continued)
  2003
    Stock Option Plan
      Weighted AverageRemaining


AggregateNumber of


Weighted Average


Contractual Term


IntrinsicOptions


Exercise Price


(Years)


ValueOutstanding 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


$
     Weighted AverageGrant Date FairNumber of Options


ValueNon-vested at December 31, 2007


738,263


$
5.09Granted






Vested


(188,345
)


5.23Forfeited/canceled






Non-vested at March 31, 2008


549,918


$
5.04     2007


2006Grants


GrantsWeighted average grant date fair value per share

$
4.82


$
4.49Expected volatility


36.50
%


37.19
%Expected term of options (years)


7.9



7.8Risk-free interest rate


4.76
%


4.27
%Dividend yield


0
%


0
%    13




---



##### Table of Contents



SAGA
    COMMUNICATIONS, INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
 STATEMENTS  (Continued)
    WeightedAverageGrant DateShares


Fair ValueOutstanding at December 31, 2007


164,072


$
10.24Granted






Vested


(41,843
)


10.55Forfeited






Non-vested and outstanding at March 31, 2008


122,229


$
10.13     1997
    Non-Employee Director Stock Option Plan
        Weighted


AggregateNumber of


Average Price


IntrinsicOptions


per Share


ValueOutstanding at December 31, 2007


23,080


$
0.009


$
135,726Granted






Exercised


(18,945
)


0.009Outstanding and exercisable at March 31, 2008


4,135


$
0.009


$
23,120  14




---



##### Table of Contents



SAGA
    COMMUNICATIONS, INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
 STATEMENTS  (Continued)
  7.
    Long-Term
    Debt    March 31,


December 31,2008


2007(In thousands)Credit Agreement:Reducing revolver facility

$
133,350


$
128,850Secured debt of affiliate


1,061



1,061134,411



129,911Amounts payable within one year


1,061



$
133,350


$
129,911        15




---



##### Table of Contents



SAGA
    COMMUNICATIONS, INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
 STATEMENTS  (Continued)
  8.
    Segment
    Information      CorporateRadio


Television


and Other


Consolidated(In thousands)Three Months Ended March 31, 2008:Net operating revenue

$
27,381


$
4,151


$



$
31,532Station operating expense


21,913



3,508







25,421Corporate general and administrative










2,552



2,552Operating income (loss)

$
5,468


$
643


$
(2,552
)

$
3,559Depreciation and amortization

$
1,562


$
395


$
53


$
2,010Total assets

$
294,777


$
31,582


$
12,096


$
338,455   CorporateRadio


Television


and Other


Consolidated(In thousands)Three Months Ended March 31, 2007:Net operating revenue

$
27,893


$
3,990


$



$
31,883Station operating expense


22,513



3,482







25,995Corporate general and administrative










2,316



2,316Operating income (loss)

$
5,380


$
508


$
(2,316
)

$
3,572Depreciation and amortization

$
1,506


$
389


$
47


$
1,942Total assets

$
272,197


$
31,401


$
14,966


$
318,564  16




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Results
    of Operations
  Form 10-K
    General
      Radio
    Segment
          and/or
  17




---



##### Table of Contents



and/or
            tm
     18




---



##### Table of Contents



Percentage ofConsolidated

Percentage ofOperating

ConsolidatedIncome for

Operatingthe Three

Income forMonths

the YearsEnded

EndedMarch 31,

December 31,2008

2007

2007

2006Market:Columbus, Ohio

2%

13%

7%

10%Manchester, New Hampshire

27%

19%

15%

14%Milwaukee, Wisconsin

47%

48%

31%

30%Norfolk, Virginia

2%

8%

7%

10%       Percentage ofConsolidated

Percentage ofStation

ConsolidatedOperating

StationIncome (*)

Operatingfor the Three

Income (*)Months

for the YearsEnded

EndedMarch 31,

December 31,2008

2007

2007

2006Market:Columbus, Ohio

2%

7%

6%

8%Manchester, New Hampshire

12%

9%

10%

9%Milwaukee, Wisconsin

22%

23%

20%

21%Norfolk, Virginia

2%

5%

4%

7%     *
    
    Operating income plus corporate general and administrative,
    depreciation and amortization 19




---



##### Table of Contents



Television
    Segment
        and/or
           20




---



##### Table of Contents



Three
    Months Ended March 31, 2008 Compared to Three Months Ended
    March 31, 2007
  Results
    of Operations
    Consolidated
    Results of Operations
  Three Months EndedMarch 31,


$ Increase


% Increase2008


2007


(Decrease)


(Decrease)(In thousands, except percentages and per share
    information)Net operating revenue

$
31,532


$
31,883


$
(351
)


(1.1
)%Station operating expense


25,421



25,995



(574
)


(2.2
)%Corporate G&A


2,552



2,316



236



10.2
%Operating income


3,559



3,572



(13
)


(.4
)%Interest expense


1,995



2,297



(302
)


(13.1
)%Other expense (income), net


20



35



(15
)


N/MIncome taxes


634



500



134



26.8
%Net income

$
910


$
740


$
170



23.0
%Earnings per share (basic and diluted)

$
.05


$
.04


$
.01



25.0
%   Radio
    Broadcasting Segment
  Three Months EndedMarch 31,


$ Increase


% Increase2008


2007


(Decrease)


(Decrease)(In thousands, except percentages)Net operating revenue

$
27,381


$
27,893


$
(512
)


(1.8
)%Station operating expense


21,913



22,513



(600
)


(2.7
)%Operating income

$
5,468


$
5,380


$
88



1.6
%   Television
    Broadcasting Segment
  Three Months EndedMarch 31,


$ Increase


% Increase2008


2007


(Decrease)


(Decrease)(In thousands, except percentages)Net operating revenue

$
4,151


$
3,990


$
161



4.0
%Station operating expense


3,508



3,482



26



0.8
%Operating income

$
643


$
508


$
135



26.6
%        21




---



##### Table of Contents



Reconciliation
    of segment operating income to consolidated operating
    income:
  CorporateRadio


Television


and Other


Consolidated(In thousands)Three Months Ended March 31, 2008:Net operating revenue

$
27,381


$
4,151


$



$
31,532Station operating expense


21,913



3,508







25,421Corporate general and administrative










2,552



2,552Operating income (loss)

$
5,468


$
643


$
(2,552
)

$
3,559   CorporateRadio


Television


and Other


Consolidated(In thousands)Three Months Ended March 31, 2007:Net operating revenue

$
27,893


$
3,990


$



$
31,883Station operating expense


22,513



3,482







25,995Corporate general and administrative










2,316



2,316Operating income (loss)

$
5,380


$
508


$
(2,316
)

$
3,572   Consolidated
       22




---



##### Table of Contents



Radio
    Segment
        Television
    Segment
       23




---



##### Table of Contents



Forward-Looking
    Statements
  Form 10-Q
  Form 10-K
  Liquidity
    and Capital Resources
  Debt
    Arrangements and Debt Service Requirements
          Sources
    and Uses of Cash
   24




---



##### Table of Contents



Summary
    Disclosures About Contractual Obligations and Commercial
    Commitments
  Form 10-K
    Critical
    Accounting Policies and Estimates
  Form 10-K
  Inflation
   25




---



##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures about Market Risk  Form 10-K Form 10-K.
  Item 4.
    Controls
    and Procedures   26




---



##### Table of Contents



PART II 
    OTHER INFORMATION  Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Total Number of


Approximate DollarShares Purchased


Value of SharesTotal Number





as Part of Publicly


that May Yet beof Shares


Average Price


Announced


Purchased Under thePeriod

Purchased


Paid per Share


Program


Program(a)January 1  January 31, 2008


2,319


$
5.888



2,319


$
33,734,570February 1  February 29, 2008


78,137


$
5.980



78,137


$
33,267,295March 1  March 31, 2008


158,657


$
5.788



158,657


$
32,348,987Total


239,113


$
5.852



239,113


$
32,348,987     (a)
    
    On 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.  Item 6.
    Exhibits  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.31.1

Certification 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 2002.31.2

Certification 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.  27




---



##### Table of Contents



SIGNATURES    SAGA COMMUNICATIONS, INCDate: May 12, 2008

/s/  SAMUEL
    D. BUSHSamuel
    D. BushSenior Vice President, Chief Financial Officer and Treasurer
    (Principal Financial Officer)Date: May 12, 2008

/s/  CATHERINE
    A. BOBINSKICatherine
    A. BobinskiVice President, Corporate Controller and
    Chief Accounting Officer
    (Principal Accounting Officer)  28