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 September 30, 2008

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.

Delaware		38-3042953
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
73 Kercheval Avenue Grosse Pointe Farms, Michigan		48236
(Address of principal executive offices)		(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 smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 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 November 3, 2008 was 14,451,582 and 2,402,338, respectively.

 

 

INDEX

				Page
PART I.		FINANCIAL INFORMATION			3
Item 1.		Financial Statements (Unaudited)			3
		Condensed consolidated balance sheets — September 30, 2008 and December 31, 2007			3
		Condensed consolidated statements of income — Three and nine months ended September 30, 2008 and 2007			4
		Condensed consolidated statements of cash flows —Nine months ended September 30, 2008 and 2007			5
		Notes to unaudited condensed consolidated financial statements			6
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3.		Quantitative and Qualitative Disclosures about Market Risk			29
Item 4.		Controls and Procedures			29
PART II		OTHER INFORMATION			30
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			30
Item 6.		Exhibits			30
Signatures					31
EX-4(f) Assignment and Acceptance dated as of September 29, 2008
EX-31.1 Section 302 Certification of CEO
EX-31.2 Section 302 Certification of CFO
EX-32 Section 906 Certification of CEO and CFO

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

SAGA COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

		September 30,				December 31,
		2008				2007
		(Unaudited)				(Note)
		(In thousands)
Assets
Current assets:
Cash and cash equivalents		$	7,997			$	13,343
Accounts receivable, net			22,269				23,449
Prepaid expenses and other current assets			5,176				4,590
Total current assets			35,442				41,382
Property and equipment			156,680				153,504
Less accumulated depreciation			82,791				77,287
Net property and equipment			73,889				76,217
Other assets:
Broadcast licenses, net			169,001				163,102
Goodwill, net			54,976				49,661
Other intangibles, deferred costs and investments, net			6,507				7,282
Total other assets			230,484				220,045
		$	339,815			$	337,644
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable		$	1,486			$	3,017
Payroll and payroll taxes			6,562				7,722
Other accrued expenses			4,708				4,848
Barter transactions			2,314				1,720
Current portion of long-term debt			1,061				—
Total current liabilities			16,131				17,307
Deferred income taxes			40,395				36,829
Long-term debt			133,350				129,911
Other liabilities			3,873				4,521
Stockholders’ equity
Common stock			215				213
Additional paid-in capital			51,681				50,600
Retained earnings			119,508				112,137
Treasury stock			(25,338	)			(13,874	)
Total stockholders’ equity			146,066				149,076
		$	339,815			$	337,644

Note: The balance sheet at December 31, 2007 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.

SAGA COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2008				2007				2008				2007
		(Unaudited)
		(In thousands, except per share data)
Net operating revenue		$	36,192			$	36,218			$	105,066			$	106,522
Station operating expenses			26,588				25,975				79,255				78,986
Corporate general and administrative			2,485				2,272				7,611				7,194
Gain on asset exchange			(282	)			—				(506	)			—
Operating income			7,401				7,971				18,706				20,342
Other expenses, net:
Interest expense			1,889				2,283				5,760				6,861
Other expense, net			—				60				27				142
Income before income tax			5,512				5,628				12,919				13,339
Income tax provision			2,415				2,307				5,452				5,468
Net income		$	3,097			$	3,321			$	7,467			$	7,871
Earnings per share
Basic		$	.16			$	.17			$	.38			$	.39
Diluted		$	.16			$	.17			$	.38			$	.39
Weighted average common shares			18,940				20,112				19,593				20,082
Weighted average common and common equivalent shares			18,952				20,126				19,607				20,111

See notes to unaudited condensed consolidated financial statements.

SAGA COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

		Nine Months Ended
		September 30,
		2008				2007
		(Unaudited)
		(In thousands)
Cash flows from operating activities:
Cash provided by operating activities		$	18,185			$	16,955
Cash flows from investing activities:
Acquisition of property and equipment			(5,134	)			(6,180	)
Increase in intangibles and other assets			(112	)			(542	)
Acquisition of stations			(10,944	)			(6,761	)
Other investing activities			11				27
Net cash used in investing activities			(16,179	)			(13,456	)
Cash flows from financing activities:
Proceeds from long-term debt			5,500				—
Payments on long-term debt			(1,000	)			(4,000	)
Purchase of shares held in treasury			(11,810	)			(126	)
Other financing activities			(42	)			190
Net cash used in financing activities			(7,352	)			(3,936	)
Net decrease in cash and cash equivalents			(5,346	)			(437	)
Cash and cash equivalents, beginning of period			13,343				10,799
Cash and cash equivalents, end of period		$	7,997			$	10,362

See notes to unaudited condensed consolidated financial statements.

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 to Form 10-Q and Article 10 of Regulation 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 September 30, 2008 and the results of operations for the three and nine months ended September 30, 2008 and 2007. Results of operations for the nine months ended September 30, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

     For further information, refer to the consolidated financial statements and footnotes thereto included in the Saga Communications, Inc. Annual Report on Form 10-K for the year ended December 31, 2007.

     Change in Accounting Estimate

     In the second quarter of 2008, the Company reviewed the estimated useful lives of its television analog equipment. This review was performed because of the Federal Communications Commission’s (“FCC”) mandatory requirement that all television stations convert from analog to digital spectrum by February 2009. As a result of this review, the Company’s depreciation rate of its analog equipment was increased to reflect the estimated period during which these assets will remain in service. In accordance with FASB 154, “Accounting Changes and Error Corrections,” this change of estimated useful lives is deemed as a change in accounting estimate and has been accounted for prospectively, effective April 1, 2008. The effect of this change in estimate was to decrease net income approximately $122,000 and $237,000, respectively, and decrease basic and diluted earnings per share by $.01 for the three and nine months ended September 30, 2008.

     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/LMA, the 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’s/LMA’s under Statement of Financial Accounting Standards (“SFAS”) No. 13, “Accounting for Leases” and related interpretations. Revenue and expenses related to TBA’s/LMA’s are included in the accompanying unaudited Condensed Consolidated Statements of Income.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)

     Nonmonetary Asset Exchanges

     In 2006, the FCC granted to Sprint Nextel Corporation (“Nextel”) the right to reclaim from broadcasters in each market across the country the 1.9 GHz spectrum to use for 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 Nextel will provide. The exchange of equipment will be completed on a market by market basis. As the equipment is exchanged and put into service in each of our markets we have and expect to continue to record gains to the extent that the fair market value of the equipment we receive exceeds the book value of the analog equipment we exchange. See Note 8, Gain on Asset Exchange.

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 (as of January 1, 2009 for the Company). 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 Fair 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 apply the recognition and disclosure provision of SFAS 157 for financial assets and financial liabilities effective January 1, 2008. In February 2008, the FASB issued FSP FAS 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 SFAS 157 effective January 1, 2008 for certain assets which were not included in FSP FAS 157-2, which did not have a material impact or effect on our consolidated financial position, results of operations and 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 Issue No. 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements” (“EITF No. 06-4”). EITF No. 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 EITF No. 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.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)

3. Intangible Assets and Goodwill

     Under SFAS No. 142, “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 impairment tests which are conducted annually, or more frequent if impairment indicators 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.

     Separate 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 one to eleven 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 September 30, 2008:

		Common Stock Issued
		Class A				Class B
		(Shares in thousands)
Balance, January 1, 2007			18,892				2,396
Exercised options			43				—
Conversion of shares			8				(8	)
Issuance of restricted stock			36				5
Forfeiture of restricted stock			(2	)			—
Balance, December 31, 2007			18,977				2,393
Exercised options			19				—
Conversion of shares			3				(3	)
Issuance of restricted stock			93				12
Forfeiture of restricted stock			(12	)			—
Balance, September 30, 2008			19,080				2,402

     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 September 30, 2008, we have repurchased 3,991,966 shares of our Class A Common Stock for approximately $38,062,000.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)

5. Acquisitions

     We actively seek and explore opportunities for expansion through the acquisition of additional broadcast properties. The unaudited 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 have been recorded as goodwill, which is deductible for tax purposes.

     2008 Acquisitions

     On September 5, 2008, in connection with a city of license change for WJZK(FM), we exchanged $205,000 in cash and a tower, antenna and transmitter with a fair market value (which approximates cost) of approximately $1,591,000, with another radio station.

     On January 21, 2004, we entered into agreements to acquire an FM radio station (WOXL-FM) serving the Asheville, North Carolina market. On November 1, 2002 we began providing programming under a Sub-Time Brokerage Agreement to WOXL-FM, and on January 31, 2008 we closed on the acquisition for approximately $9,463,000 of which approximately $9,354,000 was paid in 2008 and $109,000 was paid in prior years.

     On 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 paid 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 FM 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 and WIII-FM licensed to Cortland, New York, and an FM translator station that rebroadcasts WIII) serving the Ithaca, New York market for approximately $3,843,000. Due to FCC ownership rules we were not permitted to own WKRT-AM and as part of the transaction we donated WKRT-AM to a non-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 to WCNR-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 of WSNI-FM in the Winchendon, Massachusetts market that would have 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.

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 $10,944,000, $6,761,000 and $10,298,000 in connection with acquisitions during the nine months ended September 30, 2008 and 2007 and the year ended December 31, 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			5,658				12,210
Goodwill-Radio segment			5,314				834
Other intangibles, deferred costs and investments			—				46
Total other assets			10,972				13,090
Total assets acquired			11,028				14,151
Liabilities Assumed:
Current liabilities			84				3,853
Total liabilities assumed			84				3,853
Net assets acquired		$	10,944			$	10,298

     Pro Forma Results of Operations for Acquisitions and Dispositions (Unaudited)

     The following unaudited pro forma results of our operations for the nine months ended September 30, 2008 and 2007 assume the 2008 and 2007 acquisitions occurred as of January 1, 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								Nine Months Ended
		September 30,								September 30,
		2008				2007				2008				2007
		(In thousands, except per share data)
Consolidated Results of Operations
Net operating revenue		$	36,192			$	36,500			$	105,066			$	107,445
Station operating expense			26,588				26,239				79,255				79,807
Corporate general and administrative			2,485				2,272				7,611				7,194
Gain on asset exchange			(282	)			—				(506	)			—
Operating income			7,401				7,989				18,706				20,444
Interest expense			1,889				2,283				5,760				6,861
Other expense, net			—				60				27				142
Income taxes			2,415				2,315				5,452				5,510
Net income		$	3,097			$	3,331			$	7,467			$	7,931
Basic earnings per share		$	.16			$	.17			$	.38			$	.39
Diluted earnings per share		$	.16			$	.17			$	.38			$	.39

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2008				2007				2008				2007
		(In thousands)
Radio Broadcasting Segment
Net operating revenue		$	31,306			$	32,186			$	91,316			$	94,563
Station operating expense			22,717				22,756				68,028				69,281
Operating income		$	8,589			$	9,430			$	23,288			$	25,282

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2008				2007				2008				2007
						(In thousands)
Television Broadcasting Segment
Net operating revenue		$	4,886			$	4,314			$	13,750			$	12,882
Station operating expense			3,871				3,483				11,227				10,526
Gain on asset exchange			(282	)			—				(506	)			—
Operating income		$	1,297			$	831			$	3,029			$	2,356

     Reconciliation of pro forma segment operating income to pro forma consolidated operating income:

										Corporate
		Radio				Television				and Other				Consolidated
		(In thousands)
Three Months Ended September 30, 2008:
Net operating revenue		$	31,306			$	4,886			$	—			$	36,192
Station operating expense			22,717				3,871				—				26,588
Corporate general and administrative			—				—				2,485				2,485
Gain on asset exchange			—				(282	)			—				(282	)
Operating income (loss)		$	8,589			$	1,297			$	(2,485	)		$	7,401

										Corporate
		Radio				Television				and Other				Consolidated
		(In thousands)
Three Months Ended September 30, 2007:
Net operating revenue		$	32,186			$	4,314			$	—			$	36,500
Station operating expense			22,756				3,483				—				26,239
Corporate general and administrative			—				—				2,272				2,272
Operating income (loss)		$	9,430			$	831			$	(2,272	)		$	7,989

										Corporate
		Radio				Television				and Other				Consolidated
		(In thousands)
Nine Months Ended September 30, 2008:
Net operating revenue		$	91,316			$	13,750			$	—			$	105,066
Station operating expense			68,028				11,227				—				79,255
Corporate general and administrative			—				—				7,611				7,611
Gain on asset exchange			—				(506	)			—				(506	)
Operating income (loss)		$	23,288			$	3,029			$	(7,611	)		$	18,706

										Corporate
		Radio				Television				and Other				Consolidated
		(In thousands)
Nine Months Ended September 30, 2007:
Net operating revenue		$	94,563			$	12,882			$	—			$	107,445
Station operating expense			69,281				10,526				—				79,807
Corporate general and administrative			—				—				7,194				7,194
Operating income (loss)		$	25,282			$	2,356			$	(7,194	)		$	20,444

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)

6. Stock Based Compensation

     The Company accounts for stock-based awards under the provisions of SFAS No. 123R, “Share-Based Payment” (“SFAS 123R”). Compensation expense of approximately $202,000 and $698,000, respectively, and related tax benefits of $85,000 and $294,000, respectively, was recognized for the three and nine months ended September 30, 2008. For the three and nine months ended September 30, 2007, the Company recognized compensation expense of approximately $259,000 and $684,000, respectively, and related tax benefits of $106,000 and $280,000, respectively. Compensation expense is reported in corporate general and administrative expenses in our results of operations.

     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 December 31, 2008. Approximately 19,387 and 15,425 shares were purchased under the ESPP during the nine months ended September 30, 2008 and 2007, respectively. Our ESPP is deemed compensatory under the provisions of FAS 123R.

     2005 Incentive Compensation Plan

     The 2005 Incentive Compensation Plan (the “2005 Plan”) replaced 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.

     2003 Stock Option Plan

     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. 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 nine months ended September 30, 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			—				—
Expired			(714,568	)			10.58
Forfeited			(44,790	)			10.29
Outstanding at September 30, 2008			1,923,394			$	13.70				4.7			$	—
Exercisable at September 30, 2008			1,418,266			$	14.97				3.6			$	—

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)

     The following summarizes the non-vested stock option transactions for the 2005, 2003 and 1992 Plans for the nine months ended September 30, 2008:

						Weighted Average
		Number of				Grant Date Fair
		Options				Value
Non-vested at December 31, 2007			738,263			$	5.09
Granted			—				—
Vested			(188,345	)			5.23
Forfeited/canceled			(44,790	)			5.11
Non-vested at September 30, 2008			505,128			$	5.03

     We calculated the fair value of 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.

     The following summarizes the restricted stock transactions for the nine months ended September 30, 2008:

						Weighted
						Average
						Grant Date
		Shares				Fair Value
Outstanding at December 31, 2007			164,072			$	10.24
Granted			105,300				5.99
Vested			(41,843	)			10.55
Forfeited			(12,957	)			9.29
Non-vested and outstanding at September 30, 2008			214,572			$	8.15

     For the three and nine months ended September 30, 2008 and the three and nine months ended September 30, 2007, we had approximately $136,000, $361,000, $116,000 and $307,000, 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 were eligible to receive options. Options granted under the Directors Plan were non-qualified stock options, were 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 receives cash for his services as a director.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)

     The following summarizes the stock option transactions for the Directors Plan for the nine months ended September 30, 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 September 30, 2008			4,135			$	0.009			$	23,534

7. Long-Term Debt

     Long-term debt consisted of the following:

		September 30,				December 31,
		2008				2007
		(In thousands)
Credit Agreement:
Reducing revolver facility		$	133,350			$	128,850
Secured debt of affiliate			1,061				1,061
			134,411				129,911
Amounts payable within one year			1,061				—
		$	133,350			$	129,911

     Our Credit Agreement is a $181,250,000 reducing revolving line of credit maturing on July 29, 2012. On each of March 31, 2008, June 30, 2008 and September 30, 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 $47,900,000 of unused borrowing capacity under the Credit Agreement at September 30, 2008.

     The Credit Agreement contains a number of financial covenants (all of which we were in compliance with at September 30, 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.

     On October 29, 2008, subsequent to the date of this report, we borrowed an additional $5,000,000 under our credit agreement to fund purchases of our Class A Common Stock under the Stock Buy-Back Program and for general working capital purposes.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)

8. Gain on Asset Exchange

     In 2006, the FCC granted to Nextel the right to reclaim from broadcasters in each market across the country the 1.9 GHz spectrum to use for an emergency communications system. In order to reclaim this signal, Nextel must replace all analog equipment currently using this spectrum with digital equipment. We have agreed to accept the substitute equipment that Nextel will provide and in turn we must relinquish our existing equipment to Nextel. This arrangement is accounted for as an exchange of assets in accordance with Accounting Principles Board No. 29, “Accounting for Nonmonetary Transactions,” as amended by SFAS No. 153, “Exchanges of Nonmonetary Assets.”

     The equipment we receive under this arrangement is recorded at its estimated fair market value and depreciated over estimated useful lives ranging from 5 to 15 years. Fair market value is derived from quoted prices obtained from manufacturers and vendors for the specific equipment acquired. As the equipment is exchanged and put into service in each of our markets we have and expect to continue to record gains to the extent that the fair market value of the equipment we receive exceeds the book value of the analog equipment we exchange. For the three and nine months ended September 30, 2008, we recognized gains of approximately $282,000 and $506,000, respectively, from the exchange of this equipment.

SAGA COMMUNICATIONS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)

9. 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 ninety-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
		Radio				Television				and Other				Consolidated
		(In thousands)
Three Months Ended September 30, 2008:
Net operating revenue		$	31,306			$	4,886			$	—			$	36,192
Station operating expense			22,717				3,871				—				26,588
Corporate general and administrative			—				—				2,485				2,485
Gain on asset exchange			—				(282	)			—				(282	)
Operating income (loss)		$	8,589			$	1,297			$	(2,485	)		$	7,401
Depreciation and amortization		$	1,618			$	620			$	54			$	2,292

										Corporate
		Radio				Television				and Other				Consolidated
		(In thousands)
Three Months Ended September 30, 2007:
Net operating revenue		$	31,904			$	4,314			$	—			$	36,218
Station operating expense			22,492				3,483				—				25,975
Corporate general and administrative			—				—				2,272				2,272
Operating income (loss)		$	9,412			$	831			$	(2,272	)		$	7,971
Depreciation and amortization		$	1,608			$	405			$	48			$	2,061

										Corporate
		Radio				Television				and Other				Consolidated
		(In thousands)
Nine Months Ended September 30, 2008:
Net operating revenue		$	91,316			$	13,750			$	—			$	105,066
Station operating expense			68,028				11,227				—				79,255
Corporate general and administrative			—				—				7,611				7,611
Gain on asset exchange			—				(506	)			—				(506	)
Operating income (loss)		$	23,288			$	3,029			$	(7,611	)		$	18,706
Depreciation and amortization		$	4,771			$	1,620			$	160			$	6,551
Total assets		$	295,422			$	32,447			$	11,946			$	339,815

										Corporate
		Radio				Television				and Other				Consolidated
		(In thousands)
Nine Months Ended September 30, 2007:
Net operating revenue		$	93,640			$	12,882			$	—			$	106,522
Station operating expense			68,460				10,526				—				78,986
Corporate general and administrative			—				—				7,194				7,194
Operating income (loss)		$	25,180			$	2,356			$	(7,194	)		$	20,342
Depreciation and amortization		$	4,653			$	1,194			$	146			$	5,993
Total assets		$	283,604			$	32,043			$	15,288			$	330,935

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 Discussion and Analysis contained in our Annual Report on Form 10-K for the year ended December 31, 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 ninety-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

     Our radio segment’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. The majority of our revenue is generated from local advertising, which is sold primarily by each radio markets’ sales staff. For the nine months ended September 30, 2008 and 2007, approximately 86% of our radio segment’s 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, station operating expense and operating income varies from market to market based upon the 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 services and/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.

     When we acquire and/or begin to operate a station or group of stations we generally increase programming 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, and advertising and promotion expenses.

     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 that 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 had been trending upward in recent months, however revenue for the fourth quarter 2008 and first quarter 2009 is currently trending significantly down due to the significant slowdown in the general economy.

     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 development potential in this area and believe that revenues from our interactive initiatives will continue to increase.

     We also continue the rollout of HD Radio™. 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 nine months ended September 30, 2008 and 2007 and the years ended December 31, 2007 and 2006, our Columbus, Ohio; Manchester, New Hampshire; Milwaukee, Wisconsin; and Norfolk, Virginia markets, when combined, represented approximately 61%, 62%, 60% and 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 significant decline in the total available radio advertising dollars in the Columbus, Ohio (11%) and Norfolk, Virginia (20%) markets has resulted in a significant decline in our net operating revenue for the nine months ended September 30, 2008 as compared to the corresponding period of 2007. This decline in net operating revenue has directly affected the operating income of our radio stations in these markets. Additionally, we have experienced historical ratings softness in these markets which has also affected revenue. While we have seen recent increases in ratings, and revenue in the Columbus market for the quarter ended September 30, 2008 was up 9% over the quarter ended September 30, 2007, primarily due to an increase in political revenue, we do not expect any significant improvements in revenue in the Columbus and Norfolk markets 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 Consolidated
		Operating Income for								Operating Income for
		the Nine Months Ended								the Years Ended
		September 30,								December 31,
		2008				2007				2007				2006
Market:
Columbus, Ohio			6	%			8	%			7	%			10	%
Manchester, New Hampshire			18	%			14	%			15	%			14	%
Milwaukee, Wisconsin			35	%			33	%			31	%			30	%
Norfolk, Virginia			2	%			7	%			7	%			10	%

     We use 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 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 nine months ended September 30, 2008 and 2007 and the years ended December 31, 2007 and 2006, the radio stations in our four largest markets when combined, represented approximately 38%, 41%, 40% and 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 Consolidated
		Station Operating Income (*)								Station Operating Income(*)
		for the Nine Months Ended								for the Years Ended
		September 30,								December 31,
		2008				2007				2007				2006
Market:
Columbus, Ohio			4	%			6	%			6	%			8	%
Manchester, New Hampshire			11	%			9	%			10	%			9	%
Milwaukee, Wisconsin			21	%			21	%			20	%			21	%
Norfolk, Virginia			2	%			5	%			4	%			7	%

Television Segment

     Our television segment’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 network affiliation and syndicated programming agreements and, with respect to children’s programs, federal regulation. Our television stations’ local market managers determine only the number of advertisements to be broadcast in locally produced programs, which are primarily news programming and occasionally local sports or information shows.

     Our net operating revenue, station operating expense and operating income vary from market to market based upon the market’s rank or size which is based upon population, 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 rates 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 acquire and/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 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 the nine months ended September 30, 2008 and 2007, approximately 81% and 80%, 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 however, we have had a significant increase in revenue due to political advertising for 2008, which will continue through the fourth quarter 2008. 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, and advertising and promotion expenses.

     Our television market in Joplin, Missouri represented approximately 13%, 9%, 9% and 9%, respectively, of our consolidated operating income for the nine months ended September 30, 2008 and 2007 and the years ended December 31, 2007 and 2006.

Three Months Ended September 30, 2008 Compared to Three Months Ended September 30, 2007

     Results of Operations

     The following tables summarize our results of operations for the three months ended September 30, 2008 and 2007.

Consolidated Results of Operations

		Three Months Ended
		September 30,								$ Increase				% Increase
		2008				2007				(Decrease)				(Decrease)
		(In thousands, except percentages and per share information)
Net operating revenue		$	36,192			$	36,218			$	(26	)			(.1	)%
Station operating expense			26,588				25,975				613				2.4	%
Corporate G&A			2,485				2,272				213				9.4	%
Gain on asset exchange			(282	)			—				282				N/M
Operating income			7,401				7,971				(570	)			(7.2	)%
Interest expense			1,889				2,283				(394	)			(17.3	)%
Other expense, net			—				60				(60	)			N/M
Income taxes			2,415				2,307				108				(4.7	)%
Net income		$	3,097			$	3,321			$	(224	)			(6.7	)%
Earnings per share (basic and diluted)		$	.16			$	.17			$	(.01	)			(5.9	)%

Radio Broadcasting Segment

		Three Months Ended
		September 30,								$ Increase				% Increase
		2008				2007				(Decrease)				(Decrease)
		(In thousands, except percentages)
Net operating revenue		$	31,306			$	31,904			$	(598	)			(1.9	)%
Station operating expense			22,717				22,492				225				1.0	%
Operating income		$	8,589			$	9,412			$	(823	)			(8.7	)%

Television Broadcasting Segment

		Three Months Ended
		September 30,								$ Increase				% Increase
		2008				2007				(Decrease)				(Decrease)
		(In thousands, except percentages)
Net operating revenue		$	4,886			$	4,314			$	572				13.3	%
Station operating expense			3,871				3,483				388				11.1	%
Gain on asset exchange			(282	)			—				282				N/M
Operating income		$	1,297			$	831			$	466				56.1	%

     Reconciliation of segment operating income to consolidated operating income:

										Corporate
		Radio				Television				and Other				Consolidated
		(In thousands)
Three Months Ended September 30, 2008:
Net operating revenue		$	31,306			$	4,886			$	—			$	36,192
Station operating expense			22,717				3,871				—				26,588
Corporate general and administrative			—				—				2,485				2,485
Gain on asset exchange			—				(282	)			—				(282	)
Operating income (loss)		$	8,589			$	1,297			$	(2,485	)		$	7,401

										Corporate
		Radio				Television				and Other				Consolidated
		(In thousands)
Three Months Ended September 30, 2007:
Net operating revenue		$	31,904			$	4,314			$	—			$	36,218
Station operating expense			22,492				3,483				—				25,975
Corporate general and administrative			—				—				2,272				2,272
Operating income (loss)		$	9,412			$	831			$	(2,272	)		$	7,971

     Consolidated

     Consolidated net operating revenue was relatively unchanged for the three months ended September 30, 2008 compared with the three months ended September 30, 2007. We had a decrease of approximately $301,000 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 $275,000 attributable to stations we did not own and operate for the entire comparable period. Same station gross national revenue and same station gross local revenue decreased approximately $850,000 and $1,200,000, respectively, while same station gross political revenues increased approximately $1,700,000. The decrease in both gross local and national revenue was primarily the result of the significant decline in revenue of our radio stations in the Norfolk, VA (24%) market due to the significant decline in radio advertising spending in this market. We do not expect any significant improvements in the Norfolk market in the foreseeable future. We have also experienced an overall decline in advertising revenue as a result of the slowdown in the economy and advertising spending in general. The increase in gross political revenue was directly attributable to advertising for the 2008 presidential, congressional, senatorial and local races.

     Station operating expense was $26,588,000 for the three months ended September 30, 2008, compared with $25,975,000 for the three months ended September 30, 2007, an increase of $613,000 or 2%. Approximately $229,000 of the increase was from stations that we did not own or operate for the comparable period in 2007. Same station operating expense increased $384,000 from the prior year quarter. The increase in same station operating expense primarily resulted from increased depreciation expense as a result of a change in estimated useful lives of television analog equipment.

     Operating income for the three months ended September 30, 2008 was $7,401,000 compared to $7,971,000 for the three months ended September 30, 2007, a decrease of approximately $570,000, or 7%. The decrease was the result of an increase in station operating expense, described in detail above, and a $213,000 or 9% increase in corporate general and administrative charges, partially offset by a $282,000 gain from the exchange of assets in our Television Segment. The increase in corporate general and administrative charges is primarily attributable to an increase in officers’ life insurance expense that is attributable to a decline in the cash surrender value of the life insurance policies, and an increase in expense related to launching our Interactive Media department.

     We generated net income of approximately $3,097,000 ($.16 per share on a fully diluted basis) during the three months ended September 30, 2008, compared with $3,321,000 ($.17 per share on a fully diluted basis) for the three months ended September 30, 2007, a decrease of approximately $224,000 or 7%. The decrease was primarily the result of a decline in operating income of $570,000 and increased income tax expense of $108,000, offset by reduced interest expense of $394,000. The decrease in interest expense was attributable to an average reduction in market interest rates of approximately 1%. The increase in income tax expense was attributable to an increase in nondeductible expenses.

     Radio Segment

     For the three months ended September 30, 2008, net operating revenue of the radio segment was $31,306,000 compared with $31,904,000 for the three months ended September 30, 2007, a decrease of $598,000 or 2%. During the current quarter we had an increase in net operating revenue of approximately $275,000 attributable to stations we did not own and operate for the entire comparable period. We had a decrease of approximately $873,000 in net operating revenue generated by radio stations that we owned or operated for the comparable period in 2007 (“same station”). Same station gross national revenue and same station gross local revenue decreased approximately $1,300,000 and $900,000, respectively, while same station gross political revenues increased approximately $1,100,000 in the current year period. The decrease in both gross local and national revenue was primarily the result of the significant decline in revenue of our radio stations in the Norfolk, VA (20%) market due to the significant decline in radio advertising spending in this market. We do not expect any significant improvements in the Norfolk market in the foreseeable future. We have also experienced an overall decline in advertising revenue as a result of the slowdown in the economy and advertising spending in general. The increase in gross political revenue was directly attributable to advertising for the 2008 presidential, congressional, senatorial and local races.

     Station operating expense for the radio segment was $22,717,000 for the three months ended September 30, 2008, compared with $22,492,000 for the three months ended September 30, 2007, an increase of approximately $225,000 or 1%. Station operating expense of radio stations that we owned or operated for the comparable period in 2007 (“same station”) was relatively unchanged for the three months ended September 30, 2008. During the current quarter we had an increase in station operating expense of approximately $229,000 attributable to stations we did not own and operate for the entire comparable period.

     Operating income in the radio segment decreased $823,000 or 9%, to $8,589,000 for the three months ended September 30, 2008 from $9,412,000 for the three months ended September 30, 2007. The decrease was primarily the result of lower same station net operating revenue as described in detail above.

     Television Segment

     For the three months ended September 30, 2008, net operating revenue of our television segment was $4,886,000 compared with $4,314,000 for the three months ended September 30, 2007, an increase of $572,000 or 13%. The improvement in net operating revenue was the result of an increase in gross political revenue of $582,000 as compared to the prior year period. The increase in gross political revenue was directly attributable to advertising for the 2008 presidential, congressional, senatorial and local races.

     Station operating expense in the television segment for the three months ended September 30, 2008 was $3,871,000, compared with $3,483,000 for the three months ended September 30, 2007, an increase of approximately $388,000 or 11%. This increase is primarily attributed to an increase in depreciation expense in the current quarter as a result of a change in the estimated useful life of television analog equipment.

     Operating income in the television segment for the three months ended September 30, 2008 was $1,297,000 compared to $831,000 for the three months ended September 30, 2007, an increase of approximately $466,000 or 56%. The increase was primarily the result of an increase in gross political revenue, offset by an increase in depreciation expense, as discussed above. Also contributing to the increase in operating income for the quarter is a $282,000 gain from the exchange of equipment under an arrangement we have with Sprint Nextel Corporation.

     Nine Months Ended September 30, 2008 Compared to Nine Months Ended September 30, 2007

     The following tables summarize our results of operations for the nine months ended September 30, 2008 and 2007.

Consolidated Results of Operations

		Nine Months Ended
		September 30,								$ Increase				% Increase
		2008				2007				(Decrease)				(Decrease)
		(In thousands, except percentages and per share information)
Net operating revenue		$	105,066			$	106,522			$	(1,456	)			(1.4	)%
Station operating expense			79,255				78,986				269				0.3	%
Corporate G&A			7,611				7,194				417				5.8	%
Gain on asset exchange			(506	)			—				506				N/M
Operating income			18,706				20,342				(1,636	)			(8.0	)%
Interest expense			5,760				6,861				(1,101	)			(16.1	)%
Other expense, net			27				142				(115	)			N/M
Income taxes			5,452				5,468				(16	)			(0.3	)%
Net income		$	7,467			$	7,871			$	(404	)			(5.1	)%
Earnings per share (basic and diluted)		$	.38			$	.39			$	(.01	)			(2.6	)%

Radio Broadcasting Segment

		Nine Months Ended
		September 30,								$ Increase				% Increase
		2008				2007				(Decrease)				(Decrease)
		(In thousands, except percentages)
Net operating revenue		$	91,316			$	93,640			$	(2,324	)			(2.5	)%
Station operating expense			68,028				68,460				(432	)			(0.6	)%
Operating income		$	23,288			$	25,180			$	(1,892	)			(7.5	)%

Television Broadcasting Segment

		Nine Months Ended
		September 30,								$ Increase				% Increase
		2008				2007				(Decrease)				(Decrease)
		(In thousands, except percentages)
Net operating revenue		$	13,750			$	12,882			$	868				6.7	%
Station operating expense			11,227				10,526				701				6.7	%
Gain on asset exchange			(506	)			—				506				N/M
Operating income		$	3,029			$	2,356			$	673				28.6	%