SAGA COMMUNICATIONS INC - 10-Q Quarterly Report

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United States
Securities and Exchange Commission
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the Quarterly Period ended March 31, 2003

or

[ ] 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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

73 Kercheval Avenue
Grosse Pointe Farms, Michigan 48236
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(Address of principal executive offices) (Zip Code)

(313) 886-7070
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(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 X No .
--- ---

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No
--- ---

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 April 30, 2003 was
18,449,196 and 2,360,370, respectively.

INDEX

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Saga Communications, Inc.
Condensed Consolidated Balance Sheets
(dollars in thousands)

See notes to unaudited condensed consolidated financial statements.

3

Saga Communications, Inc.
Condensed Consolidated Balance Sheets
(dollars in thousands)

Note: The balance sheet at December 31, 2002 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.

4

Saga Communications, Inc.
Condensed Consolidated Statements of Income
(in thousands except per share data)
Unaudited

See notes to unaudited condensed consolidated financial statements.

5

Saga Communications, Inc.
Condensed Consolidated Statements of Cash Flows
(dollars in thousands)
Unaudited

See notes to unaudited condensed consolidated financial statements.

6

Saga Communications, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited

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,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. Operating results for the three
months ended March 31, 2003 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2003. For further information,
refer to the consolidated financial statements and footnotes thereto included in
the Saga Communications, Inc. Annual Report (Form 10-K) for the year ended
December 31, 2002.

RECLASSIFICATION

Certain amounts previously reported in the 2002 financial statements have been
reclassified to conform to the 2003 presentation.

STOCK SPLIT

On June 15, 2002 we consummated a five-for-four split of our Class A and Class B
Common Stock, resulting in additional shares being issued of approximately
3,685,000 and 472,000, respectively, for holders of record on May 31, 2002. All
share and per share information in the accompanying financial statements has
been restated retroactively to reflect the split.

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.

TIME BROKERAGE AGREEMENTS

We have entered into Time Brokerage Agreements ("TBAs") in certain markets. In a
typical TBA, 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's under SFAS 13, "Accounting for Leases" and related
interpretations.

Revenue and expenses related to TBAs are included in the accompanying
Consolidated Statements of Income.

7

Saga Communications, Inc.
Notes to Condensed Consolidated Financial Statements
Unaudited

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

STOCK-BASED COMPENSATION

We follow Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees" ("APB 25") and related interpretations, in accounting for
our employee and non-employee director stock options. Under APB 25, when the
exercise price of our employee stock options equals or exceeds the market price
of the underlying stock on the date of grant, no compensation expense is
recognized.

For purposes of the required pro forma disclosures required for stock-based
compensation, the estimated fair value of the options is amortized to expense
over the options' vesting period. Proforma net income and pro forma earnings per
share as if the stock-based awards had been accounted for using the provisions
of Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation is as follows:

The fair value of our stock options were estimated as of the date of grant using
a Black-Scholes option pricing model with the following weighted-average
assumptions: risk-free interest rate of 4.3%; a dividend yield of 0%; expected
volatility of 32.7%; and a weighted average expected life of the options of 7
years.

8

Saga Communications, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
Unaudited

2. RECENT ACCOUNTING PRONOUNCEMENTS

On January 1, 2003, we adopted SFAS 143, "Accounting for Asset Retirement
Obligations". SFAS 143 applies to legal obligations associated with the
retirement of long-lived assets that result from acquisition, construction,
development, and/or the normal operation of a long lived asset. The adoption of
SFAS 143 did not materially impact our financial position or results of
operations.

On January 1, 2003 we adopted SFAS 146, "Accounting for Costs Associated with
Exit or Disposal Activities" which addresses financial accounting and reporting
for costs associated with exit or disposal activities and nullifies EITF Issue
No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and
Other Costs to Exit an Activity." The adoption of SFAS 146 did not materially
impact our financial position or results of operations.

On January 1, 2003 we adopted the initial recognition provisions of Financial
Accounting Standards Board "FASB" Interpretation ("FIN") No. 45, entitled
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others". We adopted the disclosure
requirements of FIN 45 in 2002. This interpretation elaborates on the
disclosures to be made by a guarantor in its financial statements about its
obligations under certain guarantees that it has issued. This interpretation
also clarifies that a guarantor is required to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The adoption of Interpretation No. 45 did not materially
impact our financial position, cash flows or results of operations. See Note 4
for a guarantee that we entered into on March 7, 2003.

In January 2003, the Financial Accounting Standards Board ("FASB") issued FIN 46
entitled "Consolidation of Variable Interest Entities." This interpretation
requires a variable interest entity to be consolidated by a company if that
company is subject to a majority of the risk of loss from the variable interest
entity's activities or entitled to receive a majority of the entity's residual
returns or both. In general, a variable interest entity is a corporation,
partnership, trust, or any other legal structure used for business purposes that
either (a) does not have equity investors with voting rights or (b) has equity
investors that do not provide sufficient financial resources for the entity to
support its activities. The Interpretation also requires disclosures about
variable interest entities that the company is not required to consolidate but
in which it has a significant variable interest. The consolidation requirements
of Interpretation 46 apply immediately to variable interest entities created
after January 31, 2003 and existing variable interest entities in the first
fiscal year or interim period beginning after June 15, 2003. We have not yet
determined what the effect, if any, this interpretation will have on our
financial statements for the provisions impacting variable interest entities
created prior to February 1, 2002.

9

Saga Communications, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
Unaudited

3. TOTAL COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE INCOME

Accumulated Other Comprehensive Income is comprised solely of the changes in the
fair value of derivatives at March 31, 2003 and March 31, 2002.

4. ACQUISITIONS AND DISPOSITIONS

We actively seek and explore opportunities for expansion through the acquisition
of additional broadcast properties. This activity is part of our strategy to be
the leading broadcaster in the markets where we own properties.

PENDING ACQUISITIONS, SHARED SERVICES AND DIVESTITURES

On January 8, 2003 we entered into an agreement to acquire an FM radio station
(WINQ-FM) in the Winchendon, Massachusetts market for approximately $400,000
plus an additional $500,000 if within five years of closing we obtain approval
from the FCC for a city of license change. The radio station is owned by a
company in which a member of our Board of Directors has a 26% beneficial
ownership interest. The purchase price was determined on an arm's length basis.
The transaction closed during the second quarter 2003. We began operating this
station under the terms of a TBA on February 1, 2003, simulcasting WKBK-AM in
Keene, New Hampshire.

On February 3, 2003 we entered into an agreement to sell an AM radio station
(WLLM-AM) serving the Lincoln, Illinois market for approximately $275,000. The
transaction closed during the second quarter 2003.

10

Saga Communications, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
Unaudited

4. ACQUISITIONS AND DISPOSITIONS (CONTINUED)

On March 7, 2003 we entered into an agreement of understanding with Surtsey
Productions, Inc. ("Surtsey"), whereby we have guaranteed up to $1,250,000 of
the debt that Surtsey will incur in closing on the acquisition of a construction
permit for KFJX-TV station in Pittsburg, Kansas. Under the FCC's ownership
rules, we are prohibited from owning this station. In consideration for our
guarantee, Surtsey has agreed to enter into various agreements with us relating
to the station, including a Shared Services Agreement, Technical Services
Agreement, Agreement for the Sale of Commercial Time, Option Agreement and
Broker Agreement. It is contemplated that such agreements will be executed on or
before September 1, 2003. Surtsey is a multi-media company that is 100% owned by
the daughter of Edward K. Christian, our principal stockholder, President and
CEO.

2003 ACQUISITIONS

On March 11, 2003, we acquired an AM radio station (WOXL-AM) serving the
Asheville, North Carolina market for approximately $340,000.

On March 28, 2003, we acquired an FM radio station (WODB-FM) Delaware, Ohio,
serving the Columbus, Ohio market for approximately $10,163,000 which includes
the exchange of our AM radio station (WVKO-AM) serving the Columbus, Ohio
market. We began operating this station under the terms of a TBA on January 1,
2003. We have entered into an agreement whereby the seller has the right to
forgo the exchange of WVKO-AM and we would pay him an additional $1,000,000 for
WODB-FM.

2002 ACQUISITIONS AND TIME BROKERAGE AGREEMENTS

On May 1, 2002, we acquired two FM and two AM radio stations (WKBK-AM, WKNE-FM
and WKVT-AM/FM) serving the Keene, New Hampshire and Brattleboro, Vermont
markets, respectively, for approximately $9,400,000.

On July 1, 2002, we acquired an FM and AM radio station (WOQL-FM and WZBK-AM)
serving the Keene, New Hampshire market, for approximately $2,740,000.

On November 1, 2002, we acquired an AM and FM radio station (WJQY-AM and
WJOI-FM) serving the Springfield, Tennessee market for approximately $1,525,000.

11

Saga Communications, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
Unaudited

4. ACQUISITIONS AND DISPOSITIONS (CONTINUED)

On November 1, 2002, we entered into a time brokerage agreement and a sub-time
brokerage agreement for WISE-AM and WOXL-FM, respectively, serving the
Asheville, North Carolina market.

On November 1, 2002, we acquired three FM radio stations (KDEZ-FM, KDXY-FM and
KJBX-FM) serving the Jonesboro, Arkansas market for approximately $12,745,000,
including approximately $2,245,000 of our Class A common stock.

The 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.
These allocations are preliminary and may change once final valuations are
completed. The following condensed balance sheets represent the estimated fair
value assigned to the related assets and liabilities of the 2003 and 2002
acquisitions at their respective acquisition dates.

SAGA COMMUNICATIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET OF 2003 AND 2002 ACQUISITIONS
(IN THOUSANDS)

12

Saga Communications, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
Unaudited

4. ACQUISITIONS AND DISPOSITIONS (CONTINUED)

The following unaudited pro forma results of our operations for the three months
ended March 31, 2003 and 2002 assume the 2003 and 2002 acquisitions occurred as
of January 1, 2002. 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.

PRO FORMA RESULTS OF OPERATIONS FOR ACQUISITIONS:

14

Saga Communications, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
Unaudited

4. ACQUISITIONS AND DISPOSITIONS (CONTINUED)

5. SEGMENT INFORMATION

We evaluate the operating performance of our stations 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 all seventy-four of our radio stations and three
radio information networks. The Television segment consists of four television
stations and three low power television ("LPTV") stations. The Radio and
Television segments derive their revenue from the sale of commercial broadcast
inventory. The category "Corporate and Other" represents the income and expense
not allocated to reportable segments.

We evaluate performance of our operating entities based on station operating
income before corporate general and administrative, depreciation and
amortization ("station operating income"). We believe that station operating
income is useful because it provides a meaningful comparison of operating
performance between companies in the broadcasting industry and serves as an
indicator of the market value of a group of stations. Station operating income
is generally recognized by the broadcasting industry as a measure of performance
and is used by analysts who report on the performance of broadcasting groups.
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 accounting principles generally
accepted in the United States, and should be viewed as a supplement to and not a
substitute for the results of operations presented on the basis of accounting
principles generally accepted in the United States.

15

Saga Communications, Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
Unaudited

5. SEGMENT INFORMATION (CONTINUED)

THREE MONTHS ENDED MARCH 31, 2003: CORPORATE
RADIO TELEVISION AND OTHER CONSOLIDATED
---------------------------------------------------

Net operating revenue $ 23,525 $ 2,616 -- $ 26,141
Station operating expense
16,529 2,284 -- 18,813
-------------------------------------------------
Station operating income
6,996 332 -- 7,328
Corporate general and administrative -- -- $ 1,245 1,245
Depreciation 1,281 388 50 1,719
Amortization 86 4 -- 90
-------------------------------------------------
Operating profit (loss) $ 5,629 $ (60) $ (1,295) $ 4,274
=================================================

Total assets $197,952 $26,502 $14,013 $238,467
=================================================

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.

GENERAL

Our financial results are dependent on a number of factors, the most
significant of which is the 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 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, relative efficiency of radio and/or broadcasting compared to
other advertising media, signal strength and government regulation and policies.
The primary operating expenses involved in owning and operating radio stations
are employee salaries, depreciation, programming expenses, solicitation of
advertising, and promotion expenses. In addition to these expenses, owning and
operating television stations involves the cost of acquiring certain syndicated
programming.

We evaluate performance of our operating entities based on station
operating income before corporate general and administrative, depreciation and
amortization ("station operating income"). We believe that station operating
income is useful because it provides a meaningful comparison of operating
performance between companies in the broadcasting industry and serves as an
indicator of the market value of a group of stations. Station operating income
is generally recognized by the broadcasting industry as a measure of performance
and is used by analysts who report on the performance of broadcasting groups.
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 generally accepted accounting
principles, and should be viewed as a supplement to and not a substitute for the
results of operations presented on the basis of accounting principles generally
accepted in the United States.

17

During the years ended December 31, 2002 and 2001 and the three month
periods ended March 31, 2003 and 2002, our Columbus, Ohio and Milwaukee,
Wisconsin stations were the only operating locations representing more than 15%
of our station operating income (i.e., net operating revenue less station
operating expense). For the years ended December 31, 2002 and 2001, Columbus
accounted for an aggregate of 14% and 15%, respectively, and Milwaukee accounted
for an aggregate of 22% and 23%, respectively, of station operating income. For
the three months ended March 31, 2003 and 2002, Columbus accounted for an
aggregate of 14% and 15%, respectively, and Milwaukee accounted for an aggregate
of 21% and 20%, respectively, of station operating income. While radio revenues
in each of the Columbus and Milwaukee markets have remained relatively stable
historically, an adverse change in these radio markets or in the relative market
position of these locations could have a significant impact on our operating
results as a whole.

Because audience ratings in the local market are crucial to a station's
financial success, we endeavor to develop strong listener/viewer loyalty. 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 number of advertisements that can be broadcast without jeopardizing
listening/viewing levels (and the resulting ratings) is limited in part by the
format of a particular radio station and, in the case of television stations, by
restrictions imposed by the terms of certain network affiliation and syndication
agreements. Our stations strive to maximize revenue by constantly managing the
number of commercials available for sale and adjusting prices based upon local
market conditions. In the broadcasting industry, stations often utilize trade
(or barter) agreements to generate advertising time sales in exchange for goods
or services used or useful in the operation of the stations, instead of for
cash. We minimize our use of trade agreements and historically have sold over
95% of our advertising time for cash.

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 station's sales staff. For the three months ended March 31,
2003 and 2002, approximately 80% and 81%, respectively, of our gross 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 stations.

Our revenue varies throughout the year. Advertising expenditures, our
primary source of revenue, generally have been lowest during the winter months,
which comprise the first quarter.

As of March 31, 2003 we owned and/or operated seventy-four radio stations,
four TV stations, three LPTV stations and three radio information networks. As
of March 31, 2002 we owned and/or operated fifty-seven radio stations, four TV
stations, two LPTV stations, and three radio information networks.

18

From January 1, 2002 to March 31, 2003, we have acquired the following
stations or entered into Time Brokerage Agreements ("TBAs") for stations serving
the markets indicated:

o May 1, 2002: an AM and FM radio station (WKBK-AM, WKNE-FM) serving the
Keene, New Hampshire market, and an AM and FM radio station (WKVT
AM/FM) serving the Brattleboro, Vermont market, for approximately
$9,400,000.

o July 1, 2002: and AM and FM radio station (WZBK-AM and WOQL-FM)
serving the Keene, New Hampshire market for approximately $2,740,000.

o November 1, 2002: three FM radio stations (KDEZ-FM, KDXY-FM and
KJBX-FM) serving the Jonesboro, Arkansas market for approximately
$12,745,000 including approximately $2,245,000 of our Class A common
stock.

o November 1, 2002: we entered into a TBA and a sub-TBA for WISE-AM and
WOXL-FM, respectively, serving the Asheville, North Carolina market.

o November 1, 2002: an AM and FM radio station (WJQY-AM and WJOI-FM)
serving the Springfield, Tennessee market for approximately
$1,525,000.

o March 11, 2003: one AM radio station (WOXL-AM) serving the Asheville,
North Carolina market for approximately $340,000.

o March 28, 2003: one FM radio station (WODB-FM) Delaware, Ohio, serving
the Columbus, Ohio market for approximately $10,163,000 which includes
the exchange of one our AM radio stations (WVKO-AM) serving the
Columbus, Ohio market. We have entered into an agreement whereby the
seller has the right to forgo the exchange of WVKO-AM and would pay
him an additional $1,000,000 for WODB-FM.

On January 8, 2003 we entered into an agreement to acquire an FM radio
station (WINQ-FM) in Winchendon, Massachusetts market for approximately $400,000
plus and additional $500,000 if within five years of closing we obtain approval
from the FCC for a city of license change. The acquisition closed during the
second quarter 2003.

For additional information with respect to these acquisitions, see
"Liquidity and Capital Resources" below.

We actively seek and explore opportunities for expansion through the
acquisition of additional broadcast properties. We review acquisition
opportunities on an ongoing basis.

19

The following tables summarize our results of operations for the three
months ended March 31, 2003 and 2002. The as-reported percentages reflect our
historical financial results and include the results of operations for stations
that we did not own for the entire comparable period. The same station
percentages reflect the results of operations for stations that we owned for the
entire comparable period.

CONSOLIDATED RESULTS OF OPERATIONS

(In thousands of dollars) Three Months Ended As-Reported Same Station
March 31, % Increase % Increase
2003 2002 (Decrease) (Decrease)
-------- -------- ------------ -----------

Net operating revenue $ 26,141 $ 23,928 9.25% 1.84%
Station operating expense * 18,813 16,633 13.11% 2.87%
-------- --------
Station operating income 7,328 7,295 .45% (.52%)
Corporate G&A 1,245 1,292 (3.64%) N/A
Depreciation 1,719 1,441 19.29% 10.96%
Amortization 90 125 (28.00% (28.00%)
-------- --------
Operating profit 4,274 4,437 (3.67% (2.59%)
Interest expense 1,535 1,341 14.47%
Other income (8) (7) 14.29%
Income taxes 1,098 1,303 (15.73%)
-------- --------
Net income $ 1,649 $ 1,800 (8.39%)
======== ========
Earnings per share (basic and diluted) $ .08 $ .09 (11.11%)
======== ========

RADIO BROADCASTING SEGMENT

(In thousands of dollars) Three Months Ended As-Reported Same Station
March 31, % Increase % Increase
2003 2002 (Decrease) (Decrease)
-------- -------- ------------ -----------

Net operating revenue $23,525 $21,173 11.11% 2.74%
Station operating expense * 16,529 14,477 14.17% 2.42%
-------- --------
Station operating income 6,996 6,696 4.48% 3.44%
Depreciation 1,281 1,038 23.41% 11.85%
Amortization 86 119 (27.73%) (27.73%)
-------- --------
Operating profit $ 5,629 $ 5,539 1.62% 2.53%

TELEVISION BROADCASTING SEGMENT

(In thousands of dollars) Three Months Ended As-Reported Same Station
March 31, % Increase % Increase
2003 2002 (Decrease) (Decrease)
-------- -------- ------------ -----------

Net operating revenue $ 2,616 $ 2,755 (5.05%) (5.05%)
Station operating expense * 2,284 2,156 5.94% 5.94%
-------- --------
Station operating income 332 599 (44.57%) (44.57%)
Depreciation 388 354 9.60% 9.60%
Amortization 4 6 (33.33%) (33.33%)
-------- --------
Operating profit (loss) $ (60) $ 239 N/A N/A

* Programming, technical, selling and station general and administrative
expenses.

20

THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002

For the three months ended March 31, 2003, net operating revenue was
$26,141,000 compared with $23,928,000 for the three months ended March 31, 2002,
an increase of $2,213,000 or 9%. Approximately $1,775,000 or 80% of the increase
was attributable to revenue generated by stations that we did not own or operate
for the comparable period in 2002. Net operating revenue generated by stations
that we owned and operated for the entire comparable period ("same station")
increased by approximately 2% ($438,000). This increase was primarily the result
of an increase in revenue in our radio segment, which was primarily attributable
to an increase in advertising rates in the local radio marketplace.

Station operating expense (i.e., programming, technical, selling and
station general and administrative expenses) increased by $2,180,000 or 13% to
$18,813,000 for the three months ended March 31, 2003, compared with $16,633,000
for the three months ended March 31, 2002. Of the total increase, approximately
$1,704,000 or 78% was the result of the impact of the operation of stations that
we did not own or operate for the comparable period in 2002. Station operating
expense increased by approximately $476,000 or 3% on a same station basis.

Operating profit decreased by $163,000 or 4% to $4,274,000 for the three
months ended March 31, 2003, compared with $4,437,000 for the three months ended
March 31, 2002. The decrease was primarily the result of the $2,213,000 increase
in net operating revenue offset by the $2,180,000 increase in station operating
expense, and a $278,000 or 19% increase in depreciation expense as a result of
recent acquisitions.

We generated net income in the amount of approximately $1,649,000 ($0.08
per share on a diluted basis) during the three months ended March 31, 2003,
compared with net income of $1,800,000 ($0.09 per share on a diluted basis) for
the three months ended March 31, 2002, a decrease of approximately $151,000. The
decrease in net income was principally the result of the $163,000 decrease in
operating profit and a $194,000 increase in interest expense, offset by a
$205,000 decrease in income taxes. The increase in interest expense was
principally the result of additional borrowings as a result of acquisitions over
the prior period.

OUTLOOK

The following statements are forward-looking statements and should be read
in conjunction with "Forward-Looking Statements" below.

Based on the economic and market conditions as of April 29, 2003, for the
quarter ending June 30, 2003 we anticipate net operating revenue of
approximately $31,000,000 to $32,000,000, station operating expense of
approximately $19,500,000 to $21,000,000 and station operating income of
approximately $11,000,000 to $11,500,000.

21

Based on the economic and market conditions as of April 29, 2003, for the
year ending December 31, 2003 we anticipate a 3% to 5% increase in net revenue
and a 4% to 6% increase in station operating income.

FORWARD-LOOKING STATEMENTS

Statements contained in this Form 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
2003 and beyond to differ materially from those expressed in any forward-looking
statements made by or on our behalf. Forward 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 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 Statements; Risk Factors"
in our Form 10-K for the year ended December 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2003, we had $114,123,000 of long-term debt (including the
current portion thereof) outstanding and approximately $20,000,000 of unused
borrowing capacity under our Credit Agreement.

Our Credit Agreement has three financing facilities (the "Facilities"): a
$105,000,000 senior secured term loan (the "Term Loan"), an $8,500,000 senior
secured term loan facility (the "Acquisition Facility"), and a $20,000,000
senior secured revolving credit facility (the "Revolving Facility"). The
Facilities mature September 30, 2008. Our indebtedness under the Facilities 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.

22

As of March 31, 2003 we had $105,000,000 outstanding under the Term Loan
and $8,500,000 under the Acquisition Facility. The Acquisition Facility was used
for permitted acquisitions and to pay related transaction expenses. The
Revolving Facility may be used for general corporate purposes, including working
capital, capital expenditures, permitted acquisitions (to the extent that the
Acquisition Facility has been fully utilized and limited to $10,000,000) and
permitted stock buybacks. On March 28, 2003, the Acquisition Facility converted
to a five and a half year term loan. We are in the process of negotiating an
amendment to the current Credit Agreement or entering into a new credit
facility, which we anticipate will be completed during the second or third
quarter 2003. The Term Loan is required to be reduced quarterly in amounts
ranging from 3.125% to 7.5% of the initial commitment commencing on March 31,
2003. The outstanding amount of the Acquisition Facility is required to be
reduced quarterly in amounts ranging from 3.125% to 7.5% commencing on March 31,
2003. Any outstanding amount under the Revolving Facility will be due on the
maturity date of September 30, 2008. In addition, the Facilities may be further
reduced by specified percentages of Excess Cash Flow (as defined in the Credit
Agreement) based on leverage ratios.

Interest rates under the Facilities are payable, at our option, at
alternatives equal to LIBOR plus 1.25% to 2.0% or the Agent bank's base rate
plus .25% to 1.0%. The spread over LIBOR and the base rate vary from time to
time, depending upon our financial leverage. We also pay quarterly commitment
fees of 0.375% to 0.625% per annum on the aggregate unused portion of the
Revolving Facilities.

The Credit Agreement contains a number of financial covenants which, among
other things, require us to maintain specified financial ratios and impose
certain limitations on us with respect to investments, additional indebtedness,
dividends, distributions, guarantees, liens and encumbrances.

We use interest rate swap agreements to reduce our risk of rising interest
rates. Our swap agreements are used to convert the variable Eurodollar interest
rate of a portion of our bank borrowings to a fixed interest rate.

At March 31, 2003, we had two separate interest rate swap agreements, each
with the following terms:

o Notional amount of $20,000,000. We pay 3.67% calculated on the
notional amount. We receive LIBOR (1.29% at March 31, 2003) calculated
on the notional amount of $20,000,000. This agreement expires in
September 2003.

The fair value of these swap agreements at March 31, 2003 was approximately
($499,000), which has been recorded as a liability in our balance sheet.

23

During March, 2003, we had two additional and separate interest rate swap
agreements each with the following terms expire:

o Notional amount of $13,125,000. We paid 4.11% calculated on the
notional amount. We received LIBOR calculated on the notional amount
of $13,125,000.

Net receipts or payments under the agreements are recognized as an
adjustment to interest expense. Approximately $255,000 in additional interest
expense was recognized as a result of these interest rate swap agreements for
the three months ended March 31, 2003. An aggregate increase in interest expense
of approximately $1,235,000 has been recognized since the inception of the
agreements.

During the three months ended March 31, 2003 and 2002, we had net cash
flows from operating activities of $7,625,000 and $6,546,000, 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. 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.

On March 11, 2003 we acquired an AM radio station (WOXL-AM) serving the
Asheville, North Carolina market for approximately $340,000. We financed this
acquisition through funds generated from operations.

On March 28, 2003 we acquired an FM radio station (WODB-FM) Delaware, Ohio,
serving the Columbus, Ohio market for approximately $10,163,000 including the
exchange of our AM radio station (WVKO-AM) serving the Columbus, Ohio market. We
financed this acquisition through borrowings under the Acquisition Facility of
$8,500,000 and through funds generated from operations.

Additionally, in April 2003 we acquired an FM radio station (WINQ-FM)
serving the Winchendon, Massachusetts market for approximately $400,000. We
financed this acquisition through funds generated from operations.

We continue to actively seek and explore opportunities for expansion
through the acquisition of additional broadcast properties.

In September 2002, we modified our Stock Buy-Back Program so that we may
purchase up to $10,000,000 of our Class A Common Stock. From the inception of
the Stock Buy-Back program in 1998 through March 31, 2003, we have repurchased
409,065 shares of our Class A Common Stock for approximately $4,832,000.

24

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.

Our capital expenditures, exclusive of acquisitions, for the three months
ended March 31, 2003 were approximately $2,521,000 ($2,243,000 in 2002). We
anticipate capital expenditures in 2003 to be approximately $7,000,000, 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 Item 7. Managements Discussion and
Analysis of Financial Condition and Results of Operation-Summary Disclosures
About Contractual Obligations and Commercial Commitments in our annual report on
Form 10-K for the year ended December 31, 2002.

There have been no material changes to such contracts/commitments during
the three months ended March 31, 2003. 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. Our critical accounting policies are described
in Item 7. Managements Discussion and Analysis of Financial Condition and
Results of Operations -Critical Accounting Policies in our annual report on Form
10-K for the year ended December 31, 2002.

25

RECENT ACCOUNTING PRONOUNCEMENTS

On January 1, 2003, we adopted SFAS 143, "Accounting for Asset Retirement
Obligations". SFAS 143 applies to legal obligations associated with the
retirement of long-lived assets that result from acquisition, construction,
development, and/or the normal operation of a long lived asset. The adoption of
SFAS 143 did not materially impact our financial position or results of
operations.

On January 1, 2003 we adopted SFAS 146, "Accounting for Costs Associated
with Exit or Disposal Activities" which addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity." The adoption of SFAS 146 did not
materially impact our financial position or results of operations.

On January 1, 2003 we adopted the initial recognition provisions of
Financial Accounting Standards Board ("FASB") Interpretation ("FIN") No. 45,
entitled "Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others". We adopted the
disclosure requirements of FIN 45 in 2002. This interpretation elaborates on the
disclosures to be made by a guarantor in its financial statements about its
obligations under certain guarantees that it has issued. This interpretation
also clarifies that a guarantor is required to recognize, at the inception of a
guarantee, a liability for the fair value of the obligation undertaken in
issuing the guarantee. The adoption of Interpretation No. 45 did not materially
impact our financial position, cash flows or results of operations. See Note 4
for a guarantee that we entered into on March 7, 2003.

In January 2003, the Financial Accounting Standards Board ("FASB") issued
FIN 46 entitled "Consolidation of Variable Interest Entities." This
interpretation requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. In general, a variable interest entity is a
corporation, partnership, trust, or any other legal structure used for business
purposes that either (a) does not have equity investors with voting rights or
(b) has equity investors that do not provide sufficient financial resources for
the entity to support its activities. The Interpretation also requires
disclosures about variable interest entities that the company is not required to
consolidate but in which it has a significant variable interest. The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003 and existing variable interest
entities in the first fiscal year or interim period beginning after June 15,
2003. We have not yet determined what the effect, if any, this interpretation
will have on our financial statements for the provisions impacting variable
interest entities created prior to February 1, 2002.

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.

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" in our
Annual Report on Form 10-K for the year ended December 31, 2002 for a complete
discussion of our market risk. There have been no material changes to the market
risk information included in our 2002 Annual Report on Form 10-K.

26

ITEM 4. CONTROLS AND PROCEDURES

Our principal executive and financial officers have concluded, based on
their evaluation as of a date within 90 days before the filing of this Quarterly
Report on Form 10-Q, that our disclosure controls and procedures under Rule
13a-14 of the Securities Exchange Act of 1934 are effective to ensure that
information we are required to disclose in the reports we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and include controls and
procedures designed to ensure that information we are required to disclose in
such reports is accumulated and communicated to management, including our
principal executive and financial officers, as appropriate to allow timely
decisions regarding required disclosure.

Subsequent to our evaluation, there were no significant changes in internal
controls or other factors that could significantly affect these internal
controls.

27

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

99.1 Certification of Chief Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.

99.2 Certification of Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

Date Items Reported Financial Statements Reported
---- -------------- -----------------------------
2/27/03 Item 5 - Other None

28

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

Date: May 14, 2003 /s/ Samuel D. Bush
--------------------------------------
Samuel D. Bush
Senior Vice President, Chief Financial
Officer, and Treasurer
(Principal Financial Officer)

Date: May 14, 2003 /s/ Catherine A. Bobinski
-------------------------------------
Catherine A. Bobinski
Vice President, Corporate Controller
and Chief Accounting Officer
(Principal Accounting Officer)

29

CERTIFICATIONS

I, Edward K. Christian, Chief Executive Officer of Saga Communications, Inc.,
certify that:

1. I have reviewed this quarterly report on Form 10-Q of Saga Communications,
Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

Date: May 14, 2003 /s/ Edward K. Christian
Chief Executive Officer

30

CERTIFICATIONS

I, Samuel D. Bush, Chief Financial Officer of Saga Communications, Inc., certify
that:

1. I have reviewed this quarterly report on Form 10-Q of Saga
Communications, Inc.;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:

a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date: May 14, 2003 /s/Samuel D. Bush
________________________________
Chief Financial Officer

31