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United States Securities and Exchange Commission
Washington, D.C. 20549
 
FORM 11-K
(Mark One)
þ   Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year ended December 31, 2007
or
o   Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the transition period from _________ to _________
Commission file number 333-63321
Saga Communications, Inc. Employees’ 401(K) Savings and Investment Plan
 
(Full title of plan)
Saga Communications, Inc.
73 Kercheval Avenue
Grosse Pointe Farms, Michigan 48236
 
(Name of Issuer of Securities Held Pursuant to Plan and Address of its Principal Executive Office)
 
 

 


 

Saga Communications, Inc.
Employees’ 401(k) Savings and Investment Plan
Table of Contents
Financial Statements and Supplemental Schedule
Years ended December 31, 2007 and 2006
         
    Page  
 
       
    3  
 
       
Financial Statements:
       
    4  
    5  
    6  
 
       
Supplemental Schedule:
       
    10  
 
       
Other Information:
       
    11  
 EX-23.1 Consent of Ernst & Young LLP



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Report of Independent Registered Public Accounting Firm
Plan Administrator
Saga Communications, Inc.
Employees’ 401(k) Savings and Investment Plan
We have audited the accompanying statements of net assets available for benefits of Saga Communications, Inc. Employees’ 401(k) Savings and Investment Plan as of December 31, 2007 and 2006, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2007 and 2006, and the changes in its net assets available for benefits for the years then ended, in conformity with U.S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2007, is presented for purpose of additional analysis and is not a required part of the financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.
         
       
  /s/ Ernst & Young LLP    
     
     
Detroit, MI
June 20, 2008

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Saga Communications, Inc.
Employees’ 401(k) Savings and Investment Plan
Statements of Net Assets Available for Benefits
                 
    December 31,  
    2007     2006  
Assets
               
Investments, at fair value:
               
Mutual funds
  $ 16,452,066     $ 14,041,634  
Guaranteed Income Fund
    2,486,730       2,187,600  
Saga Common Stock Fund
    1,044,425       1,735,768  
Participant loans
    261,544       217,790  
     
 
    20,244,765       18,182,792  
 
               
Employer contributions receivable
    283,664       283,065  
     
Net assets available for benefits
  $ 20,528,429     $ 18,465,857  
     
See accompanying notes.

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Saga Communications, Inc.
Employees’ 401(k) Savings and Investment Plan
Statements of Changes in Net Assets Available for Benefits
                 
    Years ended December 31,  
    2007     2006  
Additions
               
Participant contributions
  $ 2,107,982     $ 2,061,104  
Employer contributions
    283,664       283,065  
Investment income:
               
Interest and dividends
    114,275       92,173  
Net realized and unrealized appreciation (depreciation) in fair value of investments:
               
Mutual funds
    1,471,642       1,448,372  
Saga common stock fund
    (673,918 )     (181,008 )
     
Total additions
    3,303,645       3,703,706  
 
               
Deductions
               
Benefit payments
    1,241,073       1,119,805  
     
Net increase
    2,062,572       2,583,901  
Net assets available for benefits:
               
Beginning of year
    18,465,857       15,881,956  
     
End of year
  $ 20,528,429     $ 18,465,857  
     
See accompanying notes.

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Saga Communications, Inc.
Employees’ 401(k) Savings and Investment Plan
Notes to Financial Statements
Years ended December 31, 2007 and 2006
1. Description of Plan
The following description of Saga Communications, Inc. (the “Company”) Employees’ 401(k) Savings and Investment Plan (the “Plan”) provides only general information. Participants should refer to the summary plan description for more complete information.
General
The Plan is a defined contribution plan which includes, as participants, all employees who have completed one year of employment and reached the age of twenty-one. The Plan is administered by the Company and is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Contributions
Contributions to employees’ accounts are effected through voluntary reductions in their compensation. Annual contributions for each participant are subject to the participation and discrimination standards of Internal Revenue Code Section 401(k). The Company may make a discretionary match; for 2007 and 2006 the discretionary employer match was $283,664 and $283,065, respectively.
Upon enrollment, a participant may direct their contributions to any of the Plan’s fund options. Employer contributions are invested in Saga Communications, Inc. Class A common stock.
Participant Accounts
Each participant’s account is credited with the participant’s contributions and allocations of the Company’s contributions and Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

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Saga Communications, Inc.
Employees’ 401(k) Savings and Investment Plan
Notes to Financial Statements (continued)
Vesting
Participants are immediately vested in their contributions and the employer discretionary match plus actual earnings thereon.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms range from 1-5 years or up to 15 years for purchase of primary residence. The loans are secured by the balance in the participant’s account and bear interest at a rate as determined by the Plan Administrator which approximates the prime interest rate in effect on the first business day of the calendar quarter plus 1%. Principal and interest are paid ratably through payroll deductions.
Distributions
Participants or their beneficiaries may receive distributions of their account balances upon the earlier of reaching age 59-1/2, disability, death or termination of service, as defined in the Plan. Further, the Plan Administrator may permit a participant who experiences a qualified financial hardship, as defined, to receive a distribution or a portion of the participant’s account balance. Such distributions are generally made in a lump sum.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provision of ERISA.
Administrative Expenses
Administrative expenses of the Plan are paid by the Company.

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Saga Communications, Inc.
Employees’ 401(k) Savings and Investment Plan
Notes to Financial Statements (continued)
2. Significant Accounting Policies
Basis of Accounting
The financial statements have been prepared on the accrual basis of accounting.
Investment Valuation and Income Recognition
Except for the guaranteed income fund, the Plan’s investments are stated at fair value which equals the quoted market price on the last business day of the plan year. The shares of mutual funds are valued at quoted market prices which represent the net asset values of shares held by the Plan at year-end. The participant loans are valued at their outstanding balances, which approximate fair value.
The guaranteed income fund is recorded at contract value, which approximates fair value. Contract value represents contributions and reinvested income, less any withdrawals plus accrued interest, because these investments have fully benefit-responsive features. For example, participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. There are no reserves against contract values for credit risk of contract issues or otherwise. The average yield was approximately 4.1% and 3.8% for 2007 and 2006, respectively. The crediting interest rate for these investment contracts is reset semiannually by the issuer but cannot be less than zero and was 4.15% and 4.15%, respectively, at December 31, 2007 and 2006.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Recently Issued Accounting Standards
In September 2006, the FASB issued Statement on Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements” (“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosure about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company has not determined the effect that the adoption of SFAS No. 157 will have on the Plan’s financial statements.

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Saga Communications, Inc.
Employees’ 401(k) Savings and Investment Plan
Notes to Financial Statements (continued)
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”), which permits companies to choose to measure certain financial instruments and other items at fair value that are not currently required to be measured at fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company has not determined the effect that the adoption of SFAS No. 159 will have on the Plan’s financial statements.
3. Investments
Investments that represent 5% or more of fair value of the Plan’s net assets are as follows:
                 
    December 31,  
    2007     2006  
Guaranteed Income Fund*
  $ 2,486,730     $ 2,187,600  
Saga Common Stock Fund*
    1,044,425       1,735,768  
Vanguard Wellington — Admiral Fund*
    1,533,580       1,399,512  
International Equity Julius Baer*
    1,128,798       766,251  
Fidelity Contrafund Account*
    2,695,804       2,468,895  
Dryden S&P 500 Index Fund*
    1,282,817       1,174,184  
Fidelity Growth & Income Account*
    979,242       995,245  
 
  *   Fund is sponsored by Plan Trustee
4. Income Tax Status
The underlying volume submitter plan has received an opinion letter from the Internal Revenue Service dated September 4, 2001, stating that the form of the plan is qualified under Section 401 of the Internal Revenue Code, and therefore, the related trust is tax exempt. In accordance with Revenue Procedure 2002-6 and Announcement 2001-77, the Plan Sponsor has determined that it is eligible to and has chosen to rely on the current IRS volume submitter plan opinion letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.
5. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

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Saga Communications, Inc.
Employees’ 401(k) Savings and Investment Plan
Employer ID # 38-2683519           Plan #001
Schedule H, line 4i—Schedule of Assets (Held at End of Year)
December 31, 2007
             
Identity   Description of Investment Including    
of Issue, Borrower,   Maturity Date, Rate of Interest,   Current
Lessor or Similar Party   Collateral, Par or Maturity Value   Value
 
           
*Prudential Retirement Insurance Company
  Guaranteed Income Fund   $ 2,486,730  
*Prudential Retirement Insurance Company
  Dryden S&P 500 Index Fund     1,282,817  
*Prudential Retirement Insurance Company
  Dryden International Growth Fund     27,542  
*Prudential Retirement Insurance Company
  Artisan Partners Growth Fund     624,228  
*Prudential Retirement Insurance Company
  Investment Grade Corporate Bond /BSAM Fund     246,062  
*Prudential Retirement Insurance Company
  Fidelity Contrafund Account     2,695,804  
*Prudential Retirement Insurance Company
  Fidelity Growth and Income Account     979,242  
*Prudential Retirement Insurance Company
  Balanced I/ Wellington Management Fund     784,625  
*Prudential Retirement Insurance Company
  American Century Ultra Account     868,356  
*Prudential Retirement Insurance Company
  Vanguard Wellington — Admiral Fund     1,533,580  
*Prudential Retirement Insurance Company
  Janus Fund     553,728  
*Prudential Retirement Insurance Company
  Small Cap Value/Kennedy Capital Fund     524,609  
*Prudential Retirement Insurance Company
  High Yield Bond/Caywood-Scholl Fund     296,388  
*Prudential Retirement Insurance Company
  Large Cap Value/Barrow Hanley     414,582  
*Prudential Retirement Insurance Company
  Oakmark Equity and Income Class I     415,552  
*Prudential Retirement Insurance Company
  Lifetime Income and Equity     2,428  
*Prudential Retirement Insurance Company
  Lifetime Growth Fund     54,352  
*Prudential Retirement Insurance Company
  Lifetime Conservative     39,133  
*Prudential Retirement Insurance Company
  Lifetime Balanced Fund     113,848  
*Prudential Retirement Insurance Company
  Lifetime Aggressive     49,327  
*Prudential Retirement Insurance Company
  Oppenheimer Global Class A     878,268  
*Prudential Retirement Insurance Company
  International Equity Julius Baer     1,128,798  
*Prudential Retirement Insurance Company
  Small Cap Blend/WHV Fund     505,045  
*Prudential Retirement Insurance Company
  T Rowe Price Growth Stock     652,863  
*Prudential Retirement Insurance Company
  Small Cap Growth/Granahan Fund     162,754  
*Prudential Retirement Insurance Company
  Mid Cap Value/Integrity Fund     503,494  
*Prudential Retirement Insurance Company
  Mid Cap Growth/Times Square Fund     546,406  
*Prudential Retirement Insurance Company
  Large Cap Value/LSV Asset Management     366,396  
*Prudential Retirement Insurance Company
  Large Cap Blend/Victory Fund     323  
*Prudential Retirement Insurance Company
  AllianceBern International Value K Fund     201,516  
 
           
*Saga Communications, Inc.
  Saga Common Stock Fund     1,044,425  
*Participant loans receivable
  Interest rates 5.00% to 10.50%     261,544  
 
         
Total investments
      $ 20,244,765  
 
         
*   Party-in-interest

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the administrator of the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  SAGA COMMUNICATIONS, INC.
EMPLOYEES’ 401(K) SAVINGS AND
INVESTMENT PLAN
 
 
Date: June 26, 2008  /s/ Marcia K. Lobaito    
  Marcia K. Lobaito
Plan Administrator 
 
 
         
     
Date: June 26, 2008  /s/ Catherine Bobinski    
  Catherine Bobinski   
  Vice President, Corporate Controller and Chief Accounting Officer   

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EXHIBIT INDEX
     
Exhibits
   
 
   
23.1
  Consent of Ernst & Young LLP

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